Peak Demand Inc. ("Peak Demand," "we," "us," or "our") is a Canadian technology and managed services company headquartered in Toronto, Ontario. Peak Demand designs, configures, deploys, operates, manages, monitors, maintains, and supports artificial intelligence systems, Voice AI systems, communications infrastructure, workflow automation, integrations, digital infrastructure, data and reporting systems, and related professional and technology services (collectively, the "Services").
These Terms of Service ("Terms") form a legally binding agreement between Peak Demand Inc. and the individual or organization purchasing, accessing, receiving, renewing, or using the Services ("Client," "you," or "your"). These Terms apply together with any applicable proposal, order form, statement of work, subscription, invoice, service schedule, implementation plan, addendum, data-processing agreement, security schedule, or other written agreement accepted by the parties (each, an "Order" and collectively with these Terms, the "Agreement").
Peak Demand provides the Services through a managed technology environment that may include artificial intelligence and machine-learning systems, Voice AI and communications engines, agent and multi-agent systems, model configurations, model-context and connectivity protocols, APIs, API gateways, middleware, workflow and automation engines, rules engines, databases, data-processing systems, cloud and edge computing infrastructure, communications and messaging infrastructure, authentication systems, development environments, integrated development environments, repositories, deployment systems, monitoring and observability systems, analytics systems, security controls, administrative tools, and other technologies selected, configured, licensed, developed, or operated by Peak Demand from time to time.
The specific architecture, technologies, models, service providers, infrastructure, hosting arrangements, communications networks, development tools, implementation methods, and technical configurations used to provide the Services are operational matters determined by Peak Demand unless expressly agreed otherwise in an applicable Order.
Peak Demand may add, remove, replace, migrate, modify, consolidate, or reconfigure technical components where reasonably required to develop, operate, secure, improve, scale, support, maintain, or continue providing the Services.
By signing or accepting an Order, electronically accepting these Terms, purchasing or renewing Services that reference these Terms, or accessing or using the Services after being provided with or directed to these Terms, you agree to be bound by the applicable Agreement.
If you accept an Agreement on behalf of an organization, you represent that you have authority to bind that organization.
"Client Property" means materials, information, intellectual property, and business information owned or controlled by the Client independently of the Services, including the Client's trademarks, branding, customer or patient information, business records, original documents, proprietary content, internal policies, schedules, service information, personnel information, business rules, eligibility rules, pricing, operating procedures, and other materials supplied by or on behalf of the Client.
"Client Data" means identifiable information, records, communications, transaction information, customer or patient information, appointment information, operational information, and other data submitted to, collected through, or generated through the Services on behalf of the Client, excluding Peak Demand Technology and Managed Infrastructure.
"Service Output" means reports, transcriptions, summaries, communications, appointments, structured records, completed forms, analytics, generated content, operational results, and other outputs delivered to or made available to the Client through ordinary operation of the Services.
"Client Contribution" means software, code, scripts, configurations, documentation, technical specifications, mappings, schemas, workflows, instructions, or other technical material supplied by the Client or someone acting on the Client's behalf for incorporation into or use with the Services.
"Peak Demand Technology and Managed Infrastructure" means the technology, technical environment, systems, architecture, software, code, infrastructure, configurations, methods, processes, tools, and know-how owned, licensed, developed, configured, adapted, operated, administered, or otherwise made available by Peak Demand in connection with the Services, whether developed before, during, or after a Client engagement and whether or not configured specifically for a Client.
Peak Demand Technology and Managed Infrastructure includes, without limitation, software; source code; object code; scripts; libraries; repositories; branches; databases and database structures; schemas; data models; mappings; transformation logic; artificial intelligence agents; agent frameworks; multi-agent systems; model configurations; prompts; system instructions; prompt frameworks; knowledge orchestration; retrieval systems; rules engines; workflow engines; automation logic; routing logic; communications logic; APIs; API gateways; middleware; connectors; integration frameworks; model-context and connectivity protocols; authentication systems; communications routing; cloud and edge environments; server and infrastructure configurations; infrastructure-as-code; deployment systems; pipelines; integrated development environments; development environments; testing frameworks; monitoring and observability systems; analytics frameworks; security controls; quality-assurance systems; administrative interfaces; internal dashboards; documentation; templates; methodologies; deployment methods; development methods; reusable components; and improvements, derivatives, adaptations, extensions, or successor technologies relating to any of the foregoing.
Peak Demand Technology and Managed Infrastructure does not include Client Property merely because Client Property is stored, structured, transformed, referenced, configured, implemented, or processed through the Services.
"Managed Asset" means an account, environment, telephone resource, domain-related resource, certificate, credential, integration, infrastructure resource, communications resource, or other operational asset provisioned, licensed, administered, maintained, or controlled by Peak Demand in connection with the Services.
a. Managed Service Model. Unless an applicable Order expressly provides otherwise, the Services are provided as managed, hosted, operated, maintained, or subscription-based services.
Peak Demand may design and configure Services specifically around the Client's business, workflows, requirements, personnel, locations, schedules, policies, integrations, and operating environment. Such customization does not change the managed-service nature of the Services.
b. Access Rather Than Transfer. During the applicable service term, the Client receives access to and the benefit of functionality made available through the Services. Except where expressly agreed in a written intellectual-property assignment, technology sale, or technology-transfer agreement signed by Peak Demand, the Services do not constitute a sale or transfer of the underlying Peak Demand Technology and Managed Infrastructure.
c. Client-Funded Development. Fees paid for implementation, setup, development, customization, configuration, integration, migration, testing, deployment, infrastructure, consulting, professional services, maintenance, optimization, or other work do not by themselves determine ownership of technology created, configured, adapted, improved, or used in connection with that work.
Unless expressly agreed otherwise in writing, such Fees compensate Peak Demand for the expertise, labour, resources, configuration, infrastructure, development, deployment, operation, and capability required to establish and provide the Services and are not installment payments toward ownership of Peak Demand Technology and Managed Infrastructure.
d. Custom Work. Descriptions such as "custom," "custom-built," "bespoke," "commissioned," "developed for the Client," "built for the Client," "Client-specific," "dedicated," "implementation," "integration," or similar terminology describe functionality or scope and do not by themselves constitute an assignment, sale, or transfer of intellectual property or infrastructure.
e. Service Evolution. Artificial intelligence, communications technology, software infrastructure, APIs, models, protocols, and security requirements evolve rapidly. Peak Demand may modify the architecture, technology stack, models, providers, workflows, interfaces, infrastructure, or implementation methods used to provide the Services while making commercially reasonable efforts to preserve the material functionality purchased by the Client.
f. No Exclusivity. Unless expressly agreed otherwise in writing, the Client does not receive exclusive rights to any technology, capability, workflow pattern, integration method, automation method, architecture, feature, system, methodology, or general functionality developed or used by Peak Demand, including where similar functionality was initially developed or configured in connection with the Client's engagement.
a. Client Property. As between the parties, the Client retains its ownership rights in Client Property.
Nothing in this Agreement transfers to Peak Demand ownership of the Client's underlying business, trademarks, customer relationships, proprietary records, original content, policies, business rules, schedules, eligibility requirements, pricing, operating procedures, or other Client Property merely because that information is incorporated into, configured within, or processed through the Services.
b. Client Data. As between the parties, the Client retains its rights in Client Data, subject to applicable law, third-party rights, and the rights reasonably required by Peak Demand to provide the Services.
c. Service Output. Subject to payment of applicable Fees and applicable third-party or legal restrictions, the Client may use Service Output produced for the Client in the ordinary course of its business.
The right to use Service Output does not transfer ownership of Peak Demand Technology and Managed Infrastructure used to generate, process, route, structure, analyze, deliver, or store that Service Output.
Peak Demand does not represent or warrant that AI-generated or automatically generated Service Output is capable of exclusive ownership, copyright, patent, trademark, or other intellectual-property protection.
d. Business Logic and Technical Implementation. Where the Client supplies a business rule, policy, scheduling restriction, eligibility criterion, workflow requirement, service definition, escalation rule, operating procedure, pricing rule, or similar instruction, the Client retains its rights in that underlying Client Property.
Peak Demand retains its rights in the technical implementation used to operationalize that requirement, including applicable rules engines, code, database structures, schemas, workflows, orchestration, integration logic, mappings, prompt configurations, API processes, routing mechanisms, automation, middleware, connectors, monitoring systems, and other technical methods.
e. No Conversion of Client Property. A technical adaptation, transformation, formatting, indexing, mapping, ingestion, encoding, embedding, or other processing of Client Property does not by itself cause Peak Demand to acquire ownership of the underlying Client Property.
The Client retains ownership of Client Contributions it validly owns before supplying them to Peak Demand.
The Client grants Peak Demand a non-exclusive, worldwide, royalty-free licence during the applicable service term to host, copy, modify, adapt, integrate, test, deploy, execute, maintain, troubleshoot, and otherwise use Client Contributions as reasonably necessary to provide the Services.
If a Client Contribution is incorporated into, combined with, or reasonably necessary for the continued operation of reusable Peak Demand Technology and Managed Infrastructure, the Client grants Peak Demand a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify, adapt, integrate, maintain, and otherwise use that Client Contribution solely as incorporated into or reasonably necessary to operate, maintain, improve, support, or commercialize such Peak Demand Technology and Managed Infrastructure.
The foregoing licence does not transfer ownership of the Client's underlying Client Property or authorize disclosure of Client Confidential Information except as otherwise permitted by this Agreement.
The Client represents that it has sufficient rights to provide Client Contributions and grant the rights described in this Section.
Subject to the Client's compliance with the Agreement and timely payment of all applicable Fees, Peak Demand grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable service term to access and use the Services for the Client's internal business purposes.
This is a right to use the Services and does not convey ownership of Peak Demand Technology and Managed Infrastructure.
All rights not expressly granted to the Client are reserved by Peak Demand and its licensors.
a. Client Access. Certain Services may require accounts, credentials, access tokens, interfaces, dashboards, portals, telephone resources, or other forms of authentication.
The Client is responsible for activity performed through credentials supplied to its employees, contractors, representatives, agents, or other authorized users and must promptly notify Peak Demand of any known or suspected unauthorized access, credential compromise, security incident, or improper use.
b. Administrative Control. Peak Demand may retain exclusive administrative or privileged control over production systems, infrastructure environments, integration credentials, deployment credentials, repositories, administrator accounts, authentication secrets, API credentials, infrastructure accounts, development environments, communications infrastructure, and similar resources where reasonably necessary to protect the security, integrity, continuity, or operation of the managed service environment.
Purchase of the Services does not create an entitlement to administrative, root, master, infrastructure, development, production, or other privileged credentials unless expressly agreed in writing.
c. Managed Assets. Managed Assets may be transferable, conditionally transferable, or non-transferable depending on how they were provisioned, applicable third-party requirements, ownership, security considerations, technical constraints, contractual obligations, and the applicable Order.
Where a Managed Asset is expressly identified in an Order as Client-transferable, Peak Demand will make commercially reasonable efforts to facilitate transfer following payment of all outstanding amounts and satisfaction of applicable technical, security, contractual, and provider requirements.
Unless expressly designated as transferable, payment for a Managed Asset or Services utilizing it does not by itself create a right to assignment or transfer of the applicable account, tenant, licence, environment, credential, infrastructure resource, configuration, administrative access, or underlying technology.
d. Business-Critical Assets. Where an operational asset has become materially associated with the Client's public business operations, Peak Demand will consider reasonable portability requests in good faith, subject to ownership, provider requirements, technical feasibility, security, payment status, contractual restrictions, and applicable transition charges.
The Client will use the Services only for lawful purposes and in accordance with applicable laws, regulations, professional requirements, industry obligations, and this Agreement.
The Client will not, directly or indirectly:
(i) use the Services for unlawful, fraudulent, deceptive, infringing, malicious, abusive, or unauthorized activities;
(ii) gain or attempt to gain unauthorized access to systems, infrastructure, networks, models, databases, accounts, credentials, administrative environments, source code, or non-public functionality;
(iii) interfere with, disrupt, overload, probe, circumvent, or compromise the security, integrity, availability, or operation of the Services;
(iv) reverse engineer, decompile, disassemble, reconstruct, reproduce, scrape, extract, copy, derive, or attempt to discover non-public source code, system instructions, prompts, architecture, workflows, schemas, mappings, integrations, methods, logic, configurations, evaluation criteria, credentials, or technical components, except to the extent such restriction is prohibited by applicable law;
(v) systematically observe, test, benchmark, query, record, extract, or analyze non-public functionality primarily to reproduce Peak Demand Technology and Managed Infrastructure or assist another person in doing so;
(vi) use access to the Services to reproduce or assist in developing a competing service using Peak Demand's non-public technology, architecture, systems, methods, workflows, documentation, or proprietary information;
(vii) sell, sublicense, lease, assign, distribute, or provide unauthorized third-party access to the Services;
(viii) knowingly introduce malicious code, unauthorized instructions, fraudulent information, or mechanisms intended to circumvent technical, operational, or security controls; or
(ix) use the Services in a manner that violates another person's applicable legal, privacy, contractual, or intellectual-property rights.
a. Processing Authorization. The Client authorizes Peak Demand and authorized service providers engaged by Peak Demand to receive, host, transmit, organize, process, structure, transform, route, analyze, reproduce, and otherwise use Client Property and Client Data only as reasonably necessary to design, configure, provide, operate, secure, monitor, maintain, troubleshoot, support, and evaluate the performance of the Client's Services, respond to security incidents, perform the Agreement, and comply with applicable law.
b. No Unrelated Use. Peak Demand will not use identifiable Client Data for unrelated commercial purposes merely because that information passes through the Services.
Where permitted by applicable law and contractual obligations, Peak Demand may use aggregated or de-identified operational information to understand system performance, improve reliability and security, develop generalized operational learnings, and improve its services, provided such information does not reasonably identify the Client or an identifiable individual.
c. Service Providers and Subprocessors. Peak Demand may engage infrastructure providers, communications providers, artificial intelligence providers, hosting providers, data-processing providers, security providers, software providers, and other service providers or subprocessors reasonably necessary to provide the Services.
Peak Demand is not required to publicly identify its complete underlying technology stack. Where reasonably required for privacy, security, regulatory, procurement, or enterprise due diligence, Peak Demand may provide appropriate information concerning material service providers or data-processing arrangements on a confidential basis, subject to applicable security, confidentiality, and third-party restrictions.
d. Client Responsibility. The Client is responsible for determining whether its collection, disclosure, processing, and use of information through the Services is lawful and appropriate for its business and for obtaining applicable notices, permissions, consents, authorizations, contractual rights, or other lawful bases required for such processing.
e. Communications and Recordings. Where the Services involve telephone calls, recordings, transcriptions, messaging, automated communications, artificial intelligence interactions, intake, scheduling, customer support, marketing, or similar activities, the Client remains responsible for ensuring its intended use complies with applicable consent, recording, telecommunications, marketing, professional, sector-specific, and disclosure requirements unless Peak Demand expressly assumes a particular responsibility in writing.
f. Regulated or Sensitive Data. Where additional protections are appropriate because of the information processed or the Client's industry, the parties may enter into a separate data-processing agreement, healthcare data agreement, privacy addendum, security schedule, government addendum, or similar agreement.
g. Data Location. Client Data may be processed using infrastructure or service providers located in jurisdictions other than the Client's location unless an applicable Order or addendum expressly provides otherwise.
h. Privacy Policy. Peak Demand's Privacy Policy is incorporated into these Terms by reference to the extent applicable to the Services.
Peak Demand will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information under Peak Demand's control.
No communications network, software environment, artificial intelligence system, internet service, hosting environment, or technical security measure can guarantee absolute security.
If Peak Demand becomes aware of a confirmed security incident involving unauthorized access to or unauthorized disclosure of Client Data under Peak Demand's control, Peak Demand will take commercially reasonable steps to investigate, contain, mitigate, and remediate the incident and provide notice where required by applicable law or an applicable written agreement.
The parties will reasonably cooperate regarding legally required investigation, documentation, notification, or remediation activities, taking into account each party's role in relation to the affected information.
The Client remains responsible for security relating to Client-controlled devices, personnel, systems, networks, credentials, accounts, and environments.
a. Nature of AI. Artificial intelligence and automated technologies are probabilistic and may produce responses, classifications, interpretations, summaries, recommendations, communications, actions, or other results that are incomplete, inaccurate, inconsistent, unexpected, or inappropriate in particular circumstances.
b. Client Instructions. Peak Demand may configure the Services using scripts, business information, operating rules, eligibility criteria, scheduling rules, procedures, policies, service descriptions, escalation paths, instructions, and requirements provided or approved by the Client. The Client is responsible for keeping such information reasonably accurate and current.
c. Authorized Actions. Where the Services are capable of taking actions within or on behalf of the Client's business, the Client authorizes Peak Demand to configure the Services to perform actions within the scope approved by the Client.
Such actions may include, as applicable, answering communications, collecting information, creating or modifying appointments, updating records, routing communications, sending messages, creating tasks, triggering workflows, submitting information to connected systems, retrieving information from connected systems, and other actions described or reasonably contemplated by the applicable Order, implementation process, written instructions, or Client-approved configuration.
The Client is responsible for identifying actions requiring special restrictions, approvals, disclosures, human confirmation, or escalation because of legal, regulatory, professional, financial, clinical, or operational requirements applicable to the Client.
d. Changes and Approvals. Peak Demand may request approval or confirmation before implementing material changes to Client-controlled business rules, scripts, agent permissions, eligibility criteria, workflows, integration behaviour, escalation rules, or operating requirements.
Peak Demand may rely on instructions and approvals provided by the Client's designated representatives unless Peak Demand has actual knowledge that the person lacks authority.
e. Human Oversight. Unless expressly agreed otherwise, the Services do not eliminate the Client's responsibility for appropriate human supervision, verification, escalation, professional judgment, regulatory oversight, or review of high-impact outcomes.
f. High-Consequence Uses. The Client must not rely solely on an automated output or action where applicable law, professional standards, contractual obligations, or reasonable business practices require independent human review or professional judgment.
g. Operational Evaluation. Peak Demand may review system interactions, logs, performance information, metadata, error conditions, testing results, and operational outcomes where reasonably necessary to operate, monitor, troubleshoot, secure, evaluate, or optimize the Client's Services, subject to applicable privacy and confidentiality obligations.
The Services may rely upon or interact with third-party artificial intelligence systems, language and machine-learning models, Voice AI and communications engines, telecommunications networks, telephone infrastructure, messaging services, cloud and edge infrastructure, hosting environments, data-processing services, APIs, model-context and connectivity protocols, database technologies, security and authentication systems, workflow technologies, development and deployment tools, analytics services, scheduling systems, records systems, business software, and other technical services.
Peak Demand may select, replace, modify, or migrate technologies and service providers used within the managed service environment as operational requirements evolve.
Independent providers may change pricing, features, APIs, specifications, rate limits, model behaviour, geographic availability, policies, security requirements, contractual terms, or availability without Peak Demand's control. Peak Demand may make reasonable changes to the Services in response.
Peak Demand does not warrant uninterrupted availability or continued functionality of technology, networks, systems, models, APIs, communications infrastructure, or services operated by independent third parties.
Where the Client maintains a direct account with an independent provider, the Client remains responsible for that account, its fees, contractual obligations, and Client-controlled credentials.
Nothing in this Agreement grants the Client rights in third-party technology beyond the rights Peak Demand is authorized to provide.
Peak Demand may make experimental, preview, pilot, beta, early-access, or developing functionality available from time to time.
Such functionality may be changed, restricted, suspended, or discontinued and may perform differently from generally available Services.
Unless expressly agreed otherwise in writing, experimental or preview functionality is provided without a commitment that it will become permanently available or remain in its existing form.
a. Fees. The Client agrees to pay all implementation, setup, professional services, subscription, recurring, usage, communications, infrastructure, integration, support, maintenance, development, and other fees specified in an applicable Order, proposal, invoice, or agreed pricing arrangement ("Fees").
b. Managed Service Fees. Recurring Fees compensate Peak Demand for continued access to, availability of, operation of, management of, maintenance of, support for, monitoring of, configuration of, licensing of, and administration of the Services.
Recurring Fees are not installment payments toward ownership of Peak Demand Technology and Managed Infrastructure.
c. Usage Charges. The Services may generate metered costs based on telephone activity, messages, artificial intelligence or model processing, API activity, compute, storage, bandwidth, infrastructure consumption, data transmission, or similar activity ("Usage Charges").
d. Changes in Underlying Costs. Peak Demand may reasonably adjust Usage Charges or applicable pricing where material costs associated with infrastructure, communications, data processing, artificial intelligence, software, regulation, taxation, or other service dependencies materially change.
e. Billing Cycle. Unless otherwise specified, subscription Services are billed in advance. Usage Charges may be billed in advance, in arrears, or according to the applicable Order.
f. Currency. Payments are payable in U.S. Dollars unless otherwise indicated.
g. Payment Authorization. Where recurring billing has been established, the Client authorizes Peak Demand to submit recurring charges using the payment method maintained on file until that authorization is properly terminated.
h. Late Payments. Amounts not received when due may accrue interest at 1.5% per month or the maximum amount permitted by applicable law, whichever is lower.
i. Taxes. The Client is responsible for applicable sales, use, value-added, goods and services, harmonized sales, withholding, and similar governmental taxes, duties, levies, or charges associated with the Services, excluding taxes imposed on Peak Demand's net income.
j. No Refunds. Except where expressly agreed in writing or required by applicable law, Fees and Usage Charges are non-refundable. Peak Demand may issue credits, discounts, or refunds at its discretion without creating an obligation to do so in other circumstances.
Peak Demand may suspend, restrict, or limit all or part of the Services where reasonably necessary because of:
(i) overdue payment;
(ii) suspected unauthorized access or security compromise;
(iii) unlawful or prohibited activity;
(iv) material violation of the Agreement;
(v) unreasonable security, privacy, regulatory, legal, financial, reputational, or operational risk;
(vi) requirements imposed by law, regulators, communications networks, infrastructure providers, or technology providers;
(vii) infrastructure failures, emergency maintenance, or service incidents;
(viii) a material threat to the integrity or security of the Services; or
(ix) circumstances where continued operation could reasonably harm Peak Demand, the Client, another customer, a technology provider, or a third party.
Where commercially reasonable and legally permitted, Peak Demand will attempt to provide notice and an opportunity to resolve a remediable issue.
Suspension does not relieve the Client of payment obligations where infrastructure, capacity, licences, resources, personnel commitments, or other ongoing resources remain allocated to the Client.
a. Term. These Terms begin when the Client first accepts, accesses, purchases, or uses the Services and continue until terminated. Each Order remains effective for the period specified in that Order.
b. Renewal. Unless otherwise stated in an applicable Order, recurring Services automatically renew for successive periods equal to the applicable subscription term unless either party provides at least thirty (30) days' written notice of non-renewal.
c. Termination for Convenience. Unless an Order states otherwise, either party may terminate recurring Services on thirty (30) days' written notice. Termination will ordinarily become effective at the end of the then-current billing period.
d. Termination for Cause. Either party may terminate an affected Order for a material breach that remains uncured for ten (10) days following written notice for non-payment or thirty (30) days following written notice for another reasonably curable material breach.
A material breach that cannot reasonably be cured may result in immediate termination.
e. Immediate Suspension or Termination. Peak Demand may immediately suspend or terminate Services where the Client engages in fraud, unlawful conduct, intentional misuse, material security violations, prohibited activity, conduct threatening the integrity of the Services, or becomes subject to bankruptcy, insolvency, receivership, or similar proceedings.
a. Cessation of Service Rights. Upon termination or expiration of an affected Service:
(i) the Client's right to access and use that Service ends;
(ii) the Client remains responsible for outstanding Fees, Usage Charges, taxes, professional services charges, and other amounts accrued through the effective termination date;
(iii) Peak Demand may deactivate agents, communications routing, integrations, workflows, interfaces, API access, automations, infrastructure, dashboards, credentials, communications services, and other managed components associated with the terminated Service; and
(iv) Peak Demand is not required to continue hosting, licensing, maintaining, operating, funding, reserving, or supporting infrastructure associated with the terminated Service.
b. Client Data Export. For thirty (30) days following the effective date of termination (the "Transition Period"), and provided all amounts then due have been paid, Peak Demand will, upon written request, make commercially reasonable efforts to provide an export of Client Data residing within systems under Peak Demand's control where such information is reasonably and technically exportable.
Where technically feasible, information will be provided in a commercially reasonable and commonly usable electronic or machine-readable format appropriate to the information involved.
Peak Demand is not required to disclose proprietary schemas, infrastructure, source code, technical logic, credentials, security information, or Peak Demand Technology and Managed Infrastructure to satisfy its data-export obligations.
Peak Demand is not required to recreate unavailable information, reconstruct records, develop custom export software, reverse engineer information from systems that do not support export, or obtain information inaccessible because of contractual, legal, technical, security, or privacy restrictions.
c. Service Output. Where reasonably available and permitted, Client-specific Service Output may be included with the Client Data export or otherwise made available during the Transition Period.
d. Transition Services. Migration consulting, system mapping, custom data transformation, technical documentation, replacement-provider consultation, reimplementation assistance, custom exports, integration assistance, or other transition work beyond the standard export may be provided at Peak Demand's then-current professional service rates and may require a separate scope of work.
e. Continued Transition Operation. At Peak Demand's discretion and subject to payment, technical feasibility, security requirements, third-party availability, and a mutually agreed transition scope, Peak Demand may continue operating all or part of the Services for a limited transition period following termination.
Such continuation does not create an obligation to transfer Peak Demand Technology and Managed Infrastructure.
f. Managed Infrastructure Is Not a Termination Deliverable. Termination or expiration does not require Peak Demand to transfer, disclose, assign, duplicate, export, sell, deliver, provide continuing access to, or perpetually license Peak Demand Technology and Managed Infrastructure.
This includes, without limitation, source code, object code, repositories, development environments, integrated development environments, infrastructure accounts, server configurations, infrastructure-as-code, deployment systems, pipelines, administrative credentials, authentication secrets, internal APIs, middleware, databases or database architecture, orchestration layers, artificial intelligence agent frameworks, prompts, system instructions, prompt libraries, model configurations, workflow logic, routing logic, rules engines, automation components, integration frameworks, schemas, mappings, transformation logic, monitoring and observability systems, quality-assurance systems, testing systems, analytics frameworks, internal dashboards, reusable connectors, libraries, scripts, internal documentation, development methods, deployment methods, security controls, proprietary processes, or reusable components.
g. No Infrastructure Entitlement Through Payment. The Client's payment for the design, development, implementation, customization, configuration, integration, deployment, maintenance, operation, or improvement of Peak Demand Technology and Managed Infrastructure does not create or imply an ownership interest in, or post-termination entitlement to, such technology or infrastructure.
h. No Implied Escrow or Step-In Rights. Unless expressly agreed in writing, the Client does not acquire source-code escrow rights, infrastructure step-in rights, perpetual operating rights, continuity rights to Peak Demand systems following termination, rights to assume Peak Demand infrastructure accounts, or rights to compel disclosure of proprietary technology because the Client becomes dependent upon the Services.
i. Optional Technology Transfer. Peak Demand may, at its discretion, agree to sell, assign, license, transfer, or independently deploy certain technology under a separate written technology-transfer agreement.
Any such arrangement must separately specify the technology included, excluded components, intellectual-property rights, price, licensing terms, credentials, infrastructure, security obligations, warranties, transition obligations, ongoing support, third-party rights, and other applicable conditions.
No technology transfer is implied by the amount of Fees paid, duration of the Client relationship, custom nature of an implementation, or termination of the Services.
j. Data Retention. Following the Transition Period, Peak Demand may delete, anonymize, aggregate, or retain information in accordance with applicable law, contractual obligations, security requirements, legitimate recordkeeping requirements, backup procedures, and applicable retention practices.
a. Peak Demand Technology. As between the parties, Peak Demand and its licensors retain all right, title, and interest in and to Peak Demand Technology and Managed Infrastructure.
b. Client-Specific Implementations. Peak Demand may develop, configure, customize, adapt, or improve Peak Demand Technology and Managed Infrastructure to address Client-specific requirements.
Unless expressly assigned in a written agreement signed by Peak Demand, Client-specific configuration or development does not transfer ownership of the technical components, infrastructure, methods, systems, architecture, workflows, code, or other Peak Demand Technology and Managed Infrastructure through which Client-specific functionality is delivered.
c. No Implied Assignment. No intellectual-property right is assigned or transferred except where an assignment is expressly stated in writing and signed by Peak Demand.
Payment of development, implementation, configuration, infrastructure, integration, subscription, consulting, professional services, or other Fees does not by itself constitute an intellectual-property assignment.
d. Commissioned Work. Technology or services described as custom, bespoke, commissioned, Client-specific, developed for the Client, built for the Client, or similar terminology do not, without an express written assignment executed by Peak Demand, indicate that intellectual property created or used in connection with such work is owned by or assigned to the Client.
e. Client Property. Peak Demand acquires no ownership of Client Property merely because Client Property is processed, implemented, structured, transformed, referenced, or used through the Services.
f. Generalized Knowledge. Peak Demand may retain and use general ideas, concepts, skills, methods, architecture patterns, experience, techniques, operational knowledge, non-identifying learnings, improvements, and know-how developed or acquired in connection with providing the Services, provided Peak Demand does not disclose Client Confidential Information in violation of this Agreement.
g. Reusable Technology. Peak Demand serves multiple customers, industries, and use cases and may develop or use reusable systems, connectors, integrations, workflows, architecture, infrastructure, components, methodologies, templates, patterns, automations, tools, models, prompts, techniques, and capabilities.
Nothing in this Agreement prevents Peak Demand from developing, using, licensing, providing, commercializing, modifying, or improving the same or similar technologies, methods, capabilities, or services for other customers, provided Peak Demand complies with its confidentiality obligations.
h. Improvements. Improvements, refinements, adaptations, optimizations, derivatives, extensions, reusable components, and generalized capabilities developed in connection with operating or improving the Services form part of Peak Demand Technology and Managed Infrastructure unless expressly agreed otherwise in writing.
This does not convert Client Property itself into Peak Demand property.
i. Feedback. Peak Demand may use suggestions, feedback, recommendations, ideas, or feature requests voluntarily provided regarding the Services without restriction or compensation, provided such use does not disclose Client Confidential Information.
j. Third-Party Technology. Portions of the Services may incorporate or depend upon technology owned, licensed, or provided by third parties. Such components remain subject to applicable third-party rights and licences.
a. Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that reasonably should be understood to be confidential given its nature or the circumstances of disclosure.
Confidential Information may include customer or patient information, business plans, pricing, financial information, credentials, security information, technical information, architecture, workflows, infrastructure information, code, software, proprietary methods, documentation, trade secrets, data, and product plans.
b. Protection and Use. Each receiving party will use reasonable measures to protect the other party's Confidential Information and use that information only as reasonably necessary to exercise rights or perform obligations under the Agreement.
c. Exclusions. Confidential Information does not include information that the receiving party can demonstrate:
(i) was lawfully known without restriction before disclosure;
(ii) becomes public through no breach of the Agreement;
(iii) is lawfully received from another person without confidentiality restriction; or
(iv) is independently developed without use of the disclosing party's Confidential Information.
d. Required Disclosure. A party may disclose Confidential Information where required by applicable law, court order, subpoena, regulation, or governmental authority. Where legally permitted, reasonable notice of the required disclosure will be provided.
e. Protected Technical Information. Peak Demand is not required to disclose information where disclosure could reasonably reveal proprietary architecture, security controls, credentials, trade secrets, another customer's information, protected third-party information, internal infrastructure, or information that could compromise the security, confidentiality, integrity, or operation of the managed environment.
f. Due Diligence. Peak Demand may provide reasonable security, privacy, procurement, compliance, or technical information on a confidential basis where commercially appropriate, provided disclosure does not unreasonably compromise Peak Demand's security, third-party obligations, or proprietary technology.
Peak Demand may implement technical, administrative, and operational measures it considers reasonably appropriate to maintain the integrity, security, reliability, continuity, monitoring, and administration of the Services.
Peak Demand may control administrative access, production environments, deployment permissions, infrastructure configuration, repositories, authentication mechanisms, communications routing, integration permissions, database administration, security controls, logging, monitoring, and other operational functions where reasonably necessary to manage the Services.
The Client will not circumvent or interfere with such controls.
Peak Demand may maintain system logs, monitoring information, audit records, diagnostic information, performance information, metadata, security records, and operational records reasonably necessary to operate, troubleshoot, secure, support, document, or improve the Services.
Peak Demand may provide implementation, development, configuration, integration, migration, testing, consulting, optimization, training, deployment, quality assurance, or other professional services in connection with the Services.
Unless an applicable Order expressly identifies a specific deliverable as being assigned or sold to the Client, professional services performed by Peak Demand are part of or supportive of the managed Services and do not alter the intellectual-property, infrastructure, licensing, or termination provisions of this Agreement.
Each party is responsible for compliance with laws and regulatory obligations applicable to that party's respective role, activities, systems, personnel, and responsibilities under the Agreement.
Peak Demand provides technology and managed technical services and does not assume responsibility for the Client's underlying professional, clinical, legal, financial, regulatory, employment, consumer, marketing, telecommunications, or industry-specific obligations except where Peak Demand expressly assumes a specific obligation in writing.
The Client is responsible for determining whether the Services are appropriate for its intended use and for informing Peak Demand of material operational or compliance requirements that must be reflected in the Client's configuration.
Peak Demand may decline, restrict, modify, suspend, or require additional controls for a requested use that Peak Demand reasonably believes creates unacceptable legal, security, safety, privacy, regulatory, or operational risk.
Peak Demand may maintain, update, patch, optimize, migrate, replace, modify, or reconfigure the Services and underlying infrastructure.
Temporary interruptions may occur because of maintenance, upgrades, telecommunications failures, network conditions, API changes, model changes, software changes, infrastructure changes, security events, provider outages, capacity constraints, emergency maintenance, or other circumstances.
Unless an applicable Order expressly includes a service-level commitment, Peak Demand does not guarantee any particular percentage of uptime, response time, processing speed, communications completion rate, artificial intelligence response accuracy, booking completion rate, conversion rate, or other performance metric.
Peak Demand may discontinue or materially replace a technical component or feature where continued operation becomes commercially unreasonable, technically impracticable, unavailable, insecure, unlawful, materially impaired by a third party, or incompatible with Peak Demand's service architecture.
Where such a change materially affects purchased functionality, Peak Demand will make commercially reasonable efforts to provide a replacement, migration path, reasonable notice, or other commercially appropriate solution where feasible.
Peak Demand may apply reasonable usage limits, capacity controls, concurrency limits, traffic restrictions, rate limits, infrastructure limits, or service-tier requirements where Client usage materially exceeds the assumptions, capacity, intended use, or usage level associated with the purchased Services.
Where usage materially increases Peak Demand's operating or infrastructure costs, Peak Demand may require an upgraded service tier, revised pricing, additional capacity charges, increased Usage Charges, or another commercially reasonable adjustment.
a. As-Is and As-Available. Except for express warranties contained in an applicable Order, the Services are provided on an "as is" and "as available" basis to the maximum extent permitted by applicable law.
Peak Demand disclaims warranties and conditions not expressly stated in the Agreement, including implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, or that every artificial intelligence or automated result will be complete, accurate, or appropriate.
b. Artificial Intelligence Outputs. Artificial intelligence systems may produce incorrect, incomplete, inconsistent, or unexpected outputs. The Client is responsible for determining appropriate review, verification, safeguards, escalation procedures, and human oversight for its intended use.
c. Third-Party Systems. Peak Demand is not responsible for failures, changes, acts, omissions, outages, restrictions, errors, discontinuation, security incidents, pricing changes, API changes, model changes, network failures, or other conduct of independent technology, telecommunications, infrastructure, software, model, network, or service providers except to the extent directly caused by Peak Demand's breach of the Agreement.
d. Business Outcomes. Unless expressly guaranteed in writing, Peak Demand does not guarantee revenue, cost savings, lead volume, appointment volume, conversion rates, customer satisfaction, search ranking, operational results, regulatory approval, procurement results, or any particular business outcome from use of the Services.
e. Client-Supplied Information. Peak Demand is not responsible for errors, actions, or losses resulting from inaccurate, incomplete, outdated, misleading, unlawful, or improperly authorized Client Property, business rules, instructions, schedules, eligibility criteria, policies, scripts, or other information supplied or approved by the Client.
To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost business opportunities, loss of anticipated savings, loss of goodwill, or business interruption arising out of or relating to the Agreement or Services, even if advised of the possibility of such damages.
To the maximum extent permitted by applicable law, Peak Demand's total aggregate liability for all claims arising out of or relating to a particular affected Service, Order, event, series of related events, or this Agreement will not exceed the Fees actually paid by the Client to Peak Demand for the affected Service during the six (6) months immediately preceding the first event giving rise to the applicable claim.
If the affected Service has been provided for less than six months, the applicable liability cap will not exceed the Fees actually paid for that affected Service during the period in which it was provided.
The applicable liability cap applies collectively to all claims arising from the same or related facts, circumstances, acts, omissions, events, or series of events and will not be increased by the number of claims, claimants, incidents, Services, legal theories, causes of action, or forms of relief asserted in connection with them.
The limitations in this Section apply regardless of the legal theory asserted and form a fundamental part of the commercial allocation of risk reflected in the pricing of the Services.
Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.
The Client agrees to defend, indemnify, and hold harmless Peak Demand Inc. and its directors, officers, employees, contractors, affiliates, representatives, licensors, and service providers from third-party claims, proceedings, penalties, damages, liabilities, losses, and reasonable legal costs arising out of or relating to:
(i) Client Property, Client Contributions, or Client Data supplied, collected, processed, transmitted, or used in violation of applicable law or third-party rights;
(ii) the Client's unlawful or unauthorized use of the Services;
(iii) instructions, scripts, policies, eligibility requirements, business rules, communications, campaigns, representations, operating procedures, or authorized actions supplied or approved by the Client;
(iv) the Client's failure to obtain legally required permissions, notices, disclosures, authorizations, or consents;
(v) the Client's material violation of the Agreement; or
(vi) products, professional services, advice, representations, decisions, treatments, appointments, transactions, or other activities provided by the Client or its personnel.
Unauthorized access to, disclosure of, copying of, extraction of, competitive replication of, or misuse of Peak Demand's Confidential Information or Peak Demand Technology and Managed Infrastructure may cause harm that cannot be adequately remedied solely through monetary damages.
Nothing in this Agreement prevents Peak Demand from seeking injunctive, equitable, protective, or similar relief from a court of competent jurisdiction where reasonably necessary to protect confidential information, intellectual property, credentials, security, systems, infrastructure, or proprietary technology.
Peak Demand may update the Services and these Terms from time to time to reflect changes in technology, operations, security requirements, law, regulation, infrastructure, or business requirements.
Where a change to these Terms materially affects the Client's rights or obligations, Peak Demand will provide reasonable notice through the Client's designated communication channel, email, service interface, website, or another reasonable means.
Changes primarily relating to technical operation, terminology, clarification, security, law, infrastructure, or non-material administrative matters may take effect upon publication or notice.
Material changes to pricing, intellectual-property ownership, confidentiality obligations, liability allocation, or data-processing obligations applicable during an existing committed Order term will not retroactively modify that Order unless agreed by the parties or required by applicable law.
The parties agree that Agreements, Orders, approvals, notices, amendments, acknowledgements, and other communications may be created, accepted, transmitted, and maintained electronically to the extent permitted by applicable law.
Peak Demand may retain records reasonably evidencing the version of these Terms or other agreements presented or accepted in connection with a Client relationship, together with applicable dates, Orders, electronic records, communications, or acceptance information.
Peak Demand may retain current and prior versions of these Terms for contractual, compliance, audit, evidentiary, and recordkeeping purposes.
Operational communications relating to the Services may be provided through the Client's designated Peak Demand communication channel, designated account contact, email, service interface, or another communication method ordinarily used by the parties.
Formal notices concerning termination, material breach, contractual disputes, or similar matters should be delivered through the Client's designated Peak Demand communication channel and/or directly to an authorized representative of Peak Demand Inc.
A notice is considered received when acknowledged by the receiving party or when reliable delivery can otherwise be demonstrated.
Peak Demand will not be liable for delay, interruption, or failure caused by circumstances beyond its reasonable control, including natural disasters, fires, floods, severe weather, epidemics, pandemics, war, terrorism, civil disturbances, labour disputes, governmental action, legal or regulatory changes, power failures, telecommunications failures, internet outages, cyberattacks, malicious third-party activity, network failures, infrastructure failures, upstream technology failures, artificial intelligence or model-provider failures, hosting outages, API interruptions, communications-carrier failures, shortages, embargoes, or other events beyond Peak Demand's reasonable control.
The Client may not assign or transfer the Agreement or rights to the Services without Peak Demand's prior written consent, except as part of a bona fide merger, corporate reorganization, or sale of substantially all of the Client's applicable business or assets, provided the successor assumes the Client's obligations and is not a direct competitor of Peak Demand.
Any permitted successor acquires only the rights held by the Client under the Agreement and does not acquire greater ownership or intellectual-property rights in Peak Demand Technology and Managed Infrastructure.
Peak Demand may assign the Agreement in connection with a merger, acquisition, corporate reorganization, financing, change of control, sale of assets, or transfer of the applicable business, intellectual property, or technology operations.
This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles.
Subject to mandatory law to the contrary, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Ontario, Canada for disputes arising out of or relating to the Agreement or Services.
If any provision of the Agreement is found invalid, illegal, or unenforceable, it will be enforced to the maximum extent legally permitted and the remaining provisions will remain in full force and effect.
A failure or delay by either party to exercise a right or remedy under the Agreement does not waive that right or remedy.
A waiver is effective only when made by the party granting it and applies only to the specific circumstance for which it is given.
These Terms, Peak Demand's Privacy Policy, and all applicable Orders, statements of work, service schedules, addenda, data-processing agreements, security schedules, and other agreements expressly incorporated by reference constitute the entire agreement between the parties regarding the Services and supersede prior representations, discussions, or agreements concerning the same subject matter.
If an expressly signed Order or agreement conflicts with these Terms, that separately signed document controls only to the extent of the specific conflict.
No purchase order, procurement portal term, vendor-registration condition, onboarding document, Client policy, questionnaire, email, click-through term, or other Client-issued document modifies the Agreement unless Peak Demand expressly agrees to that modification in writing.
A Client document describing administrative, procurement, security, onboarding, or payment procedures does not alter ownership of Peak Demand Technology and Managed Infrastructure unless it expressly identifies the affected intellectual property and Peak Demand expressly accepts the applicable transfer or modification in writing.
The parties are independent contractors.
Nothing in the Agreement creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, agency, or other relationship except as expressly agreed in writing.
Neither party has authority to bind the other except where expressly authorized.
Except where expressly stated otherwise, the Agreement is for the benefit of Peak Demand and the Client and does not create enforceable rights in any other person or entity.
Provisions concerning accrued payment obligations, Client Data, intellectual property, Peak Demand Technology and Managed Infrastructure, confidentiality, restrictions, termination consequences, disclaimers, limitations of liability, indemnification, equitable relief, data retention, governing law, and any provisions that by their nature are intended to survive will remain effective following termination or expiration.
Headings are included for convenience and do not limit interpretation of the Agreement.
The words "include," "includes," and "including" mean "including without limitation."
References to categories of technology are illustrative and not exhaustive and include successor, replacement, equivalent, modified, or subsequently adopted technologies used in connection with the Services.
Terms referring to ownership, licensing, access, configuration, management, or operation are intended to distinguish between the Client's underlying business property and data and Peak Demand's technical means of providing the Services.
No ambiguity in the Agreement will be interpreted against a party solely because that party participated in drafting it.
Questions concerning these Terms or the Services may be directed to Peak Demand Inc. through the contact methods published on the Peak Demand website or through the Client's designated Peak Demand communication channel.
Peak Demand Inc.
381 King St. W.
Toronto, Ontario, Canada
By purchasing, accessing, accepting, renewing, or continuing to use the Services in accordance with these Terms, you acknowledge that you have read, understood, and agreed to the applicable Terms of Service.
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