Bytely — Terms of Service

DRAFT — Pending legal review. This document has been prepared for review and is not a substitute for advice from a qualified Ontario lawyer. Do not publish until reviewed.

Effective Date: [TO BE SET ON PUBLICATION] Last Updated: [TO BE SET ON PUBLICATION] Version: 1.0

These Terms of Service (the "Terms") form a binding legal agreement between you ("you", "your", or "User") and 2410945 ONTARIO INC., an Ontario corporation having a registered office at 7 Grand Avenue South Unit 109, PMB 160 Cambridge, Ontario, Canada N1S 2L3 (the "Company", "we", "our", or "us"), operator of the file-transfer service available at https://app.bytely.xyz and any successor or related domains (the "Service", marketed as "Bytely").

By creating an account, accepting these Terms, or otherwise accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy (collectively, the "Agreement"). If you do not agree, you must not access or use the Service.

1. Eligibility and Accounts

1.1 Age. You must be at least sixteen (16) years of age — or, if higher, the age of majority in your jurisdiction — to use the Service. By using the Service you represent that you meet this requirement.

1.2 Authority. If you are using the Service on behalf of an entity, you represent that you are authorized to bind that entity to this Agreement, and "you" refers jointly to you and that entity.

1.3 Permitted regions. The Service is intended for use only in Canada, the United States, Mexico, Japan, the United Kingdom, the European Union (EU 27), and EFTA states (Norway, Iceland, Switzerland, Liechtenstein). You must not access or use the Service from any other jurisdiction. The Company may block or restrict access from other regions at its sole discretion.

1.4 Accounts. You are responsible for the security of your account credentials, including API keys, and for all activity that occurs under your account. You must notify us promptly at support@bytely.xyz of any suspected unauthorized use.

1.5 Accuracy. You agree to provide accurate, current, and complete information when creating your account and to keep it updated.

2. The Service

2.1 What the Service does. The Service allows registered Users ("Senders") to upload files and folders, and to share access to those files with other persons ("Recipients") via time-limited links. Files are stored in object storage operated by our hosting and infrastructure providers and are deleted on expiry, on revocation, or in accordance with our retention policies.

2.2 No content review. We do not pre-screen, monitor, or review User-uploaded content. We may, however, remove content or terminate accounts at any time and without notice in accordance with this Agreement and the Acceptable Use Policy.

2.3 Modifications. We may add, modify, suspend, or discontinue any feature of the Service at any time, with or without notice. We are not liable to you or any third party for any such change.

2.4 Beta features. Features marked beta, preview, or experimental are provided "AS-IS" and may be modified or removed at any time. They are excluded from any service-level commitments.

2.5 No service-level commitment. Unless we have entered into a separate written service-level agreement with you, the Service is provided on a best-effort basis with no uptime, durability, or performance guarantee.

3. User Content and License

3.1 Ownership. As between you and the Company, you retain all rights, title, and interest in and to the files, folders, names, metadata, messages, and other materials you submit to the Service ("User Content"). The Company claims no ownership of User Content.

3.2 License to operate the Service. You grant the Company a worldwide, non-exclusive, royalty-free license to host, store, transmit, copy, encrypt, display, transcode, and otherwise process your User Content solely as necessary to (a) provide and operate the Service to you and your designated Recipients, (b) comply with legal obligations, (c) prevent fraud and abuse, (d) enforce this Agreement, and (e) maintain backups and operational redundancy. This license terminates when the User Content is deleted from the Service in accordance with our retention policies, except to the extent we are required to retain copies for legal, regulatory, or operational-recovery purposes.

3.3 Your warranties for User Content. You represent and warrant that:

(a) you own or have all rights necessary to upload, share, and authorize the Company to process the User Content;

(b) the User Content does not and will not infringe, misappropriate, or violate any third party's intellectual-property right, right of privacy, right of publicity, or other right;

(d) the User Content complies with the Acceptable Use Policy;

(e) you have obtained any consents required to share the User Content with each Recipient.

3.4 Removal. We may, at our sole discretion and without notice, remove, refuse to transmit, or disable access to any User Content we believe (a) violates this Agreement, (b) is unlawful, (c) infringes any third party's rights, or (d) creates risk to the Company, the Service, or any User. Removal is without prejudice to any other remedy available to the Company.

4. Acceptable Use

4.1 Acceptable Use Policy. Your use of the Service is governed by the Acceptable Use Policy, which is incorporated into and forms part of this Agreement. Violation of the Acceptable Use Policy is a material breach of this Agreement.

4.2 No unlawful use. You agree to use the Service only for lawful purposes and only in compliance with all applicable laws of Canada, the laws of your country of residence, the laws of any country in which you transmit data through the Service, and the laws of any country to which a Recipient may be located. Without limiting the foregoing, you must not use the Service in violation of any export-control law, sanctions program, anti-money-laundering law, privacy law, intellectual-property law, or law prohibiting illegal content.

4.3 Termination on unlawful use. Any use of the Service in furtherance of, or in connection with, unlawful activity will result in immediate termination of your account, deletion of all associated User Content, and, where required by law, reporting to law-enforcement authorities. We are not obliged to provide warning before exercising these rights.

5. Fees, Plans, and Payments

5.1 Free tier. The Service may be offered at no cost subject to usage caps and other restrictions described on our website or within the Service.

5.2 Paid plans. If we introduce paid plans, the applicable fees, billing cycle, and payment terms will be disclosed at the time of purchase and incorporated into this Agreement by reference. Fees are exclusive of taxes, which you are responsible for.

5.3 No refunds. Except as required by applicable consumer-protection law, all fees are non-refundable.

5.4 Changes to pricing. We may change pricing for paid plans on at least thirty (30) days' notice for the next billing cycle.

6. Termination

6.1 By you. You may terminate your account at any time through the Service's settings or by emailing support@bytely.xyz. Termination by you does not entitle you to any refund.

6.2 By us. We may suspend or terminate your account, your access to the Service, or the Service in whole, at any time and without notice, for any reason, including without limitation:

(a) violation of this Agreement, the Acceptable Use Policy, or the Privacy Policy;

(b) suspected unlawful activity;

(d) inactivity beyond a period we determine reasonable;

(e) discontinuation of the Service or any feature;

(f) any other reason in our sole and absolute discretion.

6.3 Effect of termination. On termination of your account: (a) your right to use the Service ends; (b) we may delete your User Content and account data; (c) provisions that by their nature should survive will survive (including Sections 3, 7, 8, 9, 10, 11, 12, and 13). We are not liable to you or any third party for any loss arising from termination.

6.4 Data deletion. Subject to legal retention obligations and operational backups, User Content will be deleted from active storage within thirty (30) days of termination. Limited residual copies may persist in encrypted backups for up to ninety (90) additional days before being purged.

7. Disclaimer of Warranties

7.1 AS-IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

7.2 Disclaimed warranties. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, SECURITY, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.3 No guarantee of file integrity. WHILE WE TAKE REASONABLE TECHNICAL MEASURES TO PRESERVE FILE INTEGRITY DURING TRANSFER AND STORAGE, WE DO NOT GUARANTEE THAT FILES WILL NOT BE LOST, CORRUPTED, OR INACCESSIBLE. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF ANY USER CONTENT YOU UPLOAD TO THE SERVICE.

7.4 Statutory rights. Some jurisdictions do not allow the exclusion of certain warranties. Where applicable consumer-protection law grants warranties that cannot be disclaimed, those warranties remain in force, but only to the minimum extent required.

8. Limitation of Liability

8.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, COST OF SUBSTITUTE SERVICES, OR INTERRUPTION OF BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE IS LIMITED TO THE GREATER OF (A) THE FEES YOU ACTUALLY PAID TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CA$100). MULTIPLE CLAIMS DO NOT ENLARGE THIS LIMIT.

8.3 Statutory limits. Where the laws of your jurisdiction do not permit limitations of liability of the kind set out above, the limitations apply only to the minimum extent permitted by applicable law. Nothing in this Agreement excludes or limits our liability for fraud, fraudulent misrepresentation, gross negligence, or for any liability that cannot be excluded under applicable law.

8.4 Basis of bargain. You acknowledge that the limitations and disclaimers set out in Sections 7 and 8 are an essential element of this Agreement and form the basis on which the Service is offered to you.

9. Indemnification

9.1 Your indemnity. You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) your User Content;

(b) your access to or use of the Service;

(d) your violation of any applicable law or any third party's rights;

(e) any dispute between you and a Recipient or any other third party.

9.2 Process. We may, at our option, assume the defence and control of any matter for which you are required to indemnify us, in which case you agree to cooperate with our defence. You will not settle any matter that imposes any obligation on us without our prior written consent.

10. Intellectual Property

10.1 Service IP. The Service, including all software, designs, trademarks, logos, content, and arrangement (other than User Content), is owned by the Company or its licensors and is protected by intellectual-property laws. Except for the limited rights expressly granted under this Agreement, no rights are granted to you.

10.2 Trademarks. "Bytely" and the Bytely logo are trademarks of the Company. You may not use them without our prior written permission.

10.3 Feedback. If you provide feedback, ideas, or suggestions ("Feedback"), you grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, modify, and exploit the Feedback for any purpose without compensation or attribution.

11. Privacy

Your use of the Service is subject to our Privacy Policy, which describes the personal information we collect, how we use and share it, and your rights with respect to it. By using the Service, you consent to our collection and processing of personal information as described in the Privacy Policy.

12. Governing Law and Dispute Resolution

12.1 Governing law. This Agreement and any dispute arising out of or related to this Agreement or the Service is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Jurisdiction. Subject to Section 12.3, the courts of the Province of Ontario sitting in the City of Toronto have exclusive jurisdiction over any dispute, and you consent to personal jurisdiction and venue there.

12.3 Informal resolution. Before filing any claim, you agree to attempt informal resolution by sending a written notice to support@bytely.xyz describing the claim and the relief sought. The parties will negotiate in good faith for at least sixty (60) days before commencing any proceeding.

12.4 Class-action waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND THAT YOU WILL NOT JOIN OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST THE COMPANY. If this waiver is found unenforceable in your jurisdiction, the entire Section 12 will be void as to you and the dispute will be heard in the courts identified in Section 12.2.

12.5 Time limit. Any cause of action arising out of or related to this Agreement or the Service must be commenced within one (1) year after the cause of action accrues, or be permanently barred, except to the extent prohibited by applicable law.

13. General

13.1 Force majeure. We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, government action, fire, flood, earthquake, pandemic, telecommunications failure, internet outage, denial-of-service attack, or interruption of third-party services on which we rely.

13.2 Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, including in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.

13.3 No agency. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between you and the Company.

13.4 Notices. We may give you notices through the Service, by email to your account address, or by posting on our website. You must give notices to us by email to support@bytely.xyz with a copy to the registered office at 7 Grand Avenue South Unit 109, PMB 160 Cambridge, Ontario, Canada N1S 2L3. Notices are effective when sent.

13.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be reformed to the minimum extent necessary to make it valid and enforceable.

13.6 No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.

13.7 Entire agreement. This Agreement (together with the Privacy Policy and the Acceptable Use Policy) is the entire agreement between you and the Company regarding the Service and supersedes any prior agreement.

13.8 Amendments. We may amend this Agreement from time to time. If we make a material change, we will give notice through the Service or by email at least thirty (30) days before the change takes effect, except where the change is required immediately for legal, regulatory, or security reasons. Your continued use of the Service after the effective date constitutes acceptance.

13.9 Language. The English version of this Agreement governs. Les parties ont expressément exigé que la présente entente et tous les documents qui s'y rattachent soient rédigés en anglais.

13.10 Contact. Questions about this Agreement should be sent to support@bytely.xyz.

2410945 ONTARIO INC. 7 Grand Avenue South Unit 109, PMB 160 Cambridge, Ontario, Canada N1S 2L3 Province of Ontario, Canada