Terms of Service

Definitions

Acceptance of Terms

By purchasing a license, activating a License Key, downloading or installing the Software, or using the Service in any capacity, the Customer represents that:

• They are at least 18 years of age and have the legal authority to enter into this Agreement on behalf of themselves or the organization they represent;
• They have read, understood, and agree to be bound by this Agreement and any applicable Order Form;
• If entering this Agreement on behalf of a company or other legal entity, they have the authority to bind that entity.

If the Customer does not agree to these Terms, they must not use the Software or Service and must immediately cease any existing use.

License Grant and Restrictions

3.1 Self-Hosted License

Subject to payment of applicable fees and compliance with this Agreement, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on a single server identified by the License Key during the Subscription Term.

3.2 Hosted Service

Where the Customer subscribes to Spectra Cloud, the Company grants a limited, non-exclusive right to access and use the Service via a web interface or API during the Subscription Term, subject to the applicable tier limits.

3.3 Restrictions

The Customer must not, and must not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works based on the Software;
• Reverse engineer, disassemble, decompile, or attempt to derive source code from the Software, including any obfuscated or compiled components;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
• Sublicense, sell, resell, transfer, assign, or otherwise distribute the Software or Service to any third party;
• Use the Software or Service to build a competing product or service;
• Share, publish, or distribute License Keys to unauthorized parties;
• Use the Software or Service in a manner that violates any applicable law or regulation.

Subscription Tiers and Features

The Software and Service are offered under the following tiers. Features and limits are subject to change with reasonable notice.

Fees, Payment, and Invoicing

5.1 Fees

All fees are as stated on the applicable Order Form, invoice, or the Company's published pricing at the time of purchase. The Company reserves the right to modify pricing upon thirty (30) days' written notice to existing customers, with changes taking effect at the next renewal.

5.2 Payment Methods

The Company accepts payment by:

• Credit or debit card processed through Stripe (self-serve customers);
• Purchase Order (PO) with NET-30 invoice terms (municipal and enterprise customers, subject to credit approval).

5.3 Late Payment

Invoices not paid within the NET-30 payment period are subject to interest at 1.5% per month (18% per annum) on the outstanding balance. The Company reserves the right to suspend access to the Software or Service for accounts more than fifteen (15) days past due.

5.4 Taxes

All fees are exclusive of applicable taxes. The Customer is responsible for all sales, use, GST, HST, PST, or similar taxes arising from their purchase.

Refund Policy

6.1 Annual Subscriptions

Annual subscription fees are non-refundable after thirty (30) days from the original purchase date or invoice date, whichever is earlier. Customers who cancel an annual subscription after this period will retain access to the Software or Service until the end of the current Subscription Term but will not receive a pro-rata or partial refund for unused months.

6.2 Monthly Subscriptions

Monthly subscription fees are non-refundable for the current billing period. Cancellation takes effect at the end of the current billing month, and no partial-month refunds will be issued.

6.3 Trial Licenses

Trial licenses are provided at no charge. No refund is applicable.

6.4 Refund Exception — Service Failure

Notwithstanding Sections 6.1 and 6.2, a pro-rata refund may be issued at the Company's sole discretion if:

• The Software or Service is materially non-functional for thirty (30) or more consecutive days;
• The Customer has notified the Company in writing and provided reasonable opportunity to remediate; and
• The failure is attributable to the Company and not to Customer infrastructure, configuration, or third-party systems.

6.5 Chargeback Policy

Customers who initiate a credit card chargeback or payment reversal for fees that are non-refundable under this Agreement will have their license suspended immediately. The Company reserves the right to recover associated fees, including chargeback processing costs.

To request a refund within the eligible period, contact sales@spectrawifi.com with your order reference and reason for the request.

Term and Termination

7.1 Term

This Agreement commences on the date the Customer first activates the License Key or accesses the Service, and continues for the Subscription Term, renewing automatically unless either party provides written notice of non-renewal at least thirty (30) days before renewal.

7.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice;
• The other party becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or insolvency proceedings.

7.3 Effect of Termination

Upon termination or expiry:

• All licenses granted hereunder will immediately terminate;
• The Customer must cease all use of the Software and destroy all copies in their possession;
• The Company will disable any active License Keys;
• Sections 3.3, 6, 8, 9, 10, 11, and 12 will survive termination.

Intellectual Property

The Software and Service, including all source code, obfuscated code, compiled binaries, documentation, designs, algorithms, and trade secrets, are and remain the exclusive intellectual property of JPP Technology Services Group Inc. Nothing in this Agreement transfers any ownership rights to the Customer. The Customer receives only the limited license rights expressly set out herein.

The Customer retains all rights to data and configurations they create or upload through the Software or Service. The Company will not use Customer data for any purpose other than providing the Service.

Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other party and to use it only as necessary to perform obligations under this Agreement. Each party will protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known prior to disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with any protective order.

Warranties and Disclaimer

10.1 Company Warranties

The Company warrants that: (a) it has the right to grant the licenses set out herein; and (b) the Software will perform materially in accordance with its documentation during the Subscription Term.

10.2 Disclaimer

The Company does not warrant that the Software will be error-free, uninterrupted, or free from security vulnerabilities. The Customer is responsible for maintaining appropriate backups and security controls in their environment.

Limitation of Liability

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such jurisdictions, liability will be limited to the maximum extent permitted by applicable law.

Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of British Columbia, Canada, without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the courts of British Columbia for resolution of any disputes arising under this Agreement.

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days following written notice of the dispute.

Privacy and Data

13.1 Self-Hosted

For Self-Hosted deployments, all network data, credentials, and operational data processed by the Software reside entirely on Customer-controlled infrastructure. The Company has no access to Customer data and is not a data processor under applicable privacy legislation for Self-Hosted deployments.

13.2 Hosted Service

For Spectra Cloud customers, the Company will process Customer data as a data processor in accordance with its Privacy Policy. The Company will implement reasonable technical and organizational measures to protect Customer data.

13.3 Usage Data

The Company may collect anonymized, aggregated usage data (e.g., feature usage patterns, error rates) for the purpose of improving the Software and Service. No personally identifiable information or network data is collected without explicit consent.

Support

Support is provided on a best-effort basis via email at support@spectrawifi.com. Response times and service level commitments, if any, are as specified in the applicable Order Form. Trial licenses carry no support obligation.

The Company is not responsible for issues arising from Customer infrastructure, third-party integrations, customer-modified configurations, or network environments outside the Company's control.

Modifications to Terms

The Company reserves the right to modify these Terms at any time. Material changes will be communicated to active customers by email at least thirty (30) days before taking effect. Continued use of the Software or Service after the effective date of any modification constitutes acceptance of the updated Terms.

Customers who do not accept material modifications may terminate their subscription within the notice period and receive a pro-rata refund for prepaid fees covering the period after the effective date of the change.

General Provisions

• Entire Agreement: This Agreement, together with any Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions will continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
• Assignment: The Customer may not assign this Agreement without prior written consent. The Company may assign in connection with a merger, acquisition, or sale of substantially all assets.
• Force Majeure: Neither party will be liable for delays caused by circumstances beyond their reasonable control.
• Notices: All legal notices must be in writing and delivered by email with confirmation of receipt or by registered mail to the addresses on the applicable Order Form.
• Language: This Agreement is in English. Any translation is for convenience only; the English version controls.