Colony Networks

Master Services Terms of Service – Canada

Effective Date: August 1, 2025

1 Scope & Incorporation

These Master Services Terms of Service (“Master ToS”) apply to every paid Colony Networks, Inc. (“Colony,” “we,” “us”) offering delivered in Canada whenever the Customer completes a binding ordering process—whether that is (a) a Colony checkout or Statement of Work (“SOW”) or (b) a quote, order, or click-through flow issued by an authorised value-added reseller (“VAR”)—that refers to this Master ToS. Together, that ordering process and this Master ToS make up the parties’ agreement (“Agreement”).

Hierarchy of terms

Direct purchases. If any term in a Colony ordering process is inconsistent with this Master ToS, the language shown in that ordering flow prevails—but only for that specific conflict.
VAR purchases. If a VAR’s ordering process conflicts with this Master ToS and that difference has been expressly accepted in Colony’s reseller agreement with the VAR, the VAR’s wording governs for the Customer who bought through that VAR; otherwise this Master ToS controls.

VAR-specific overrides
Whenever a VAR ordering process includes a special term—such as a suspension limit, service-level target, warranty extension, indemnity, or liability cap—that Colony has agreed to in its reseller contract with that VAR, that special term replaces the matching clause in this Master ToS for that Customer. All other provisions continue unchanged.

2 Definitions

Add-On – An optional enhancement to a SaaS Subscription. It may be an extra software module, an expanded feature set, or supplementary hardware or connectivity.
Approved Devices – Hardware or connectivity supplied by Colony—or by a VAR with Colony’s permission—for use with a SaaS Subscription (for example, a cellular router, antennae, SIM/eSIM, or wired circuit).
Bundle – Any SKU sold by Colony or a VAR that includes at least one Colony SaaS Subscription and may combine Colony Add-Ons, Professional Services, or Approved Devices. Third-party items added by the VAR are governed by that supplier’s terms, not by Colony.
Customer – The legal entity named in the ordering process.
Managed Service – Colony’s 24 × 7 monitoring, alerting, configuration-lifecycle management, and incident-remediation Add-On.
Platform – The CloudOne® environment—web portal, APIs, and back-end systems—that provides site and connection monitoring, wireless-link qualification, captive-portal management, DNS/content filtering, plus related dashboards and reports. Access requires an active SaaS Subscription; the Platform is not sold on its own.
Professional Services – Project-based work (integration, migration, custom reporting, training) for larger deployments or VAR integrations, performed under a signed SOW.
SaaS Subscription – A time-limited right to use one or more Platform applications.
Services – The Platform (when accessed through a SaaS Subscription), SaaS Subscriptions, Add-Ons (including Managed Service), Professional Services, Approved Devices, and any SIM/eSIM or partner connectivity delivered by Colony.

3 Access & Use Rights

3.1 Portal Access. For every active SaaS Subscription, Colony creates CloudOne accounts with permissions that match the purchased tier and Add-Ons. Customers may log in to view status, adjust settings, and—where their tier allows—offer guest services such as captive portals or DNS filtering. Colony will enhance or retire portal features from time to time, but will not materially reduce the overall functionality of the tier you bought.
3.2 Grant of use. Where Colony engages in a direct business relationship with Customer, we grant Customer a non-exclusive, non-transferable, and revocable right to use the Services in Canada for Customer’s own operations and, if enabled, to provide guest connectivity at Customer’s sites.
3.3 Essential restrictions. Customer may not reverse-engineer the Services, remove copyright notices, exceed usage limits, or use the Services for unlawful or infringing activity. Resale is allowed only under a separate, written reseller agreement with Colony.

4 Ownership

The Services are provided, not sold. Colony and its licensors retain all intellectual-property rights. Customer receives only the limited right of access that this Master ToS and the ordering process grant.

5 Protective Measures, Updates & Patches

Colony safeguards CloudOne with modern security controls—encrypted transport, strong authentication, system-health probes, and usage monitoring. These measures protect both parties and do not diminish subscribed functionality. Colony periodically releases software updates and, where Managed Service covers an Approved Device, may also install firmware or configuration updates on that device. Critical patches can be applied immediately; non-critical updates will appear in release notes or in-portal banners. Any special notice or suspension rules in a reseller agreement with your VAR will take precedence.

6 Device Responsibilities & Credential Management

Where Colony-supplied devices are included in your Bundle, title usually remains with Colony during the subscription, and the hardware enjoys an extended warranty. Customer or the VAR installs the equipment following manufacturer or VAR guidelines, keeps it dry, within recommended temperature ranges, and away from high-EM sources. Colony retains administrator credentials and asks that you not factory-reset or reflash firmware without our consent.

If Customer- or VAR-supplied devices are covered by Managed Service, the Customer or VAR owns the physical warranty, installs and maintains the hardware, and shares admin credentials with Colony. Colony stores them securely and will provide them back on written request; please give at least seven days’ notice before changing those credentials.

For devices that are not under Managed Service, Colony supports only the SaaS layer and does not store admin credentials. Any hardware warranty remains between Customer and the original vendor.

7 Compliance

Customer is responsible for meeting all telecommunications, privacy, export-control, and content laws. Services rely on carrier networks; Colony cannot guarantee carrier uptime, bandwidth, or latency.

8 Security Responsibilities

Colony operates the CloudOne Platform under a SOC 2 Type II framework—encryption in transit, least-privilege access, continuous monitoring, and regular penetration tests.
Customers, for their part, should keep portal passwords secure, protect any on-site equipment from tampering, maintain up-to-date firmware on their own network devices, and run basic anti-malware on business endpoints. If Colony or your VAR alerts you to a suspected compromise, please help isolate the affected segment so we can restore normal operation quickly.

9 Confidentiality & Data Use

Each party protects the other’s Confidential Information with reasonable care. Colony processes telemetry solely to operate and improve the Services and may use aggregated, de-identified statistics for analytics, which we may share with a VAR.

10 Feedback

If you suggest a new feature or improvement, Colony may use that idea freely, without owing any royalty or credit, to improve the Services.

11 Limited Warranties & Hardware Remedy

Service-performance warranty. Throughout your subscription, the Services will perform substantially as described in your ordering process. If they do not and the issue is reproducible, Colony will work in good faith to correct it or, failing that, give you a pro-rated fee refund for the affected period.
Colony-supplied hardware warranty. Hardware that Colony supplies comes with at least a twelve-month manufacturer warranty and continues to be covered for as long as the related subscription remains active.
Third-party hardware. Devices you or your VAR source elsewhere are covered only by the vendor’s warranty.
Disclaimer. Except for the express warranties above, the Services are provided “as-is / as-available,” without additional warranties.

12 Indemnities

Good-faith non-infringement. Colony supplies its Services in the good-faith belief that no third-party IP is knowingly infringed. If a concern arises, we will cooperate by providing technical information and usage records.
Mutual injury/property defence. Each party will defend the other if its own gross negligence or wilful misconduct causes bodily injury or tangible property damage on the other’s premises.
Customer hold-harmless (direct relationships). Where Colony engages in a direct business relationship with Customer, Customer agrees to hold Colony harmless from claims tied to Customer’s own data, unlawful use, or breach of this Master ToS.
How claims are handled. Prompt written notice, control of the defence by the party providing protection, and reasonable cooperation are required. Neither party may settle a claim that imposes liability or payment on the other without prior written consent.

13 Limitation of Liability

Direct purchases. Colony’s total liability is capped at the fees Customer paid to Colony for the affected Services in the twelve months before the claim. Colony is not liable for consequential or special damages.
VAR purchases. If you bought through a VAR, any financial remedy is limited to the liability cap agreed between Colony and that VAR.
These limits do not apply to liability that cannot be excluded under applicable law.

14 Fees, Lost Equipment & Term Reset

Where Colony-supplied hardware is lost, unrecovered, or returned beyond repair, the replacement fee shown in your ordering process will apply. Turning on extra Add-Ons or switching tiers may restart your subscription term, as the ordering process will indicate.

15 Support & Escalation

Customers who deal directly with Colony can open tickets via support@colonynetworks.com or from the CloudOne portal. Customers who purchased through a VAR should contact the VAR first; the VAR’s team may then escalate to Colony’s Tier 2 or Tier 3 support.

16 Suspension & Termination

Non-payment (direct). If a credit-card payment fails twice, we will e-mail a billing contact and allow seven days to update payment details before any suspension.
Security threat or misuse. We may suspend immediately if continued operation would create a serious security risk, violate law, or expose Colony to liability. Service will be restored in a commercially reasonable manner once the issue is resolved.
Material breach. Either party may terminate for a material breach not cured within thirty days—or any different cure period stated in the relevant VAR agreement.
All suspensions follow stricter VAR terms where they exist. Clauses that are meant to survive (confidentiality, data use, indemnity, liability limits, governing law) remain in force after termination.

17 Amendments

Colony may update this Master ToS. Material changes will be announced at least seven days in advance—via e-mail relay from your VAR or a banner in CloudOne—and your continued use after that notice constitutes acceptance.

18 Governing Law

This Agreement is governed by the laws of the Province of British Columbia and applicable federal laws of Canada. The parties consent to the exclusive jurisdiction of British Columbia courts.

19 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, such as natural disasters, government actions, or internet outages.

20 Assignment, Entire Agreement & Severability

Customer may assign this Agreement to a successor that acquires substantially all relevant assets, provided the successor agrees in writing to this Master ToS and any applicable VAR terms. Colony may assign on notice in connection with corporate reorganisation or asset sale. This Master ToS and the ordering process form the entire agreement. If any clause is found unenforceable, the rest remains in effect.

21 Reseller Disclaimer

Terms covering how a VAR may package, price, or white-label the Services appear exclusively in Colony’s reseller agreement with that VAR. Third-party items in a VAR bundle are governed by their own supplier terms.