Terms of Use

or opinions expressed in any such third-party content, other than the content provided by Denvr, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Denvr. Neither Denvr nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

Geographic Restrictions

Denvr is based in Calgary, Alberta in Canada. This Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER DENVR NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER DENVR NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL WE NOR OUR WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH DENVR, THE “DENVR PARTIES”) BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, EVEN IF WE WERE ALLEGEDLY ADVISED OR HAD REASON TO KNOW THAT SUCH DAMAGES MIGHT OCCUR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DENVR PARTIES TOTAL AGGREGATE LIABILITY IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, THE WEBSITE OR CONTENT, EXCEED $100CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

Indemnification

To the maximum extent permitted by applicable law, you hereby defend, indemnify and hold harmless the Denvr Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms of Use or your use of the, including, but not limited to, your data, your content, third-party sites, any use of the Website’s content, third-party content, third-party sites, services and products other than as expressly authorized in these Terms of Use.

General Provisions

i. Choice of Law. Except as restricted by applicable law, the Website and these Terms of Use will be governed by and construed in accordance with the laws of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision and notwithstanding your domicile, residency or physical location. Any action or proceeding arising out of or relating to this Website and under these Terms of Use will be instituted in the courts of Calgary, Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
ii. Entire Agreement and Interpretation. These Terms of Use and the Privacy Policy constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Website. In these terms “include” or “including” means including “without limitation”.
iii. Waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
iv. Severability. If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.
v. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. Any assignment in violation of this Section will be void. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
vi. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Contact

If you have any questions or comments regarding these Terms of Use or have feedback, comments, requests for technical support and other communications relating to the Website please contact us at legal@denvrdata.com.

Data Processing Addendum

Last updated: November 16, 2023

This Data Processing Addendum (“Addendum”) is an addendum to and forms part of the Terms Of Use (or other such titled written or electronic agreement addressing the same subject matter) (“Agreement”) to reflect the parties’ agreement with regard to the Processing of Personal Information.

In the course of providing the Services to Customer pursuant to the Agreement, Service Provider may Process Personal Information on behalf of Customer and the parties agree to comply with the following provisions with respect to any Personal Information, each acting reasonably and in good faith.

In the event of any conflict between the Agreement and this Addendum, the terms and conditions of this Addendum shall control. Except to the extent expressly superseded or modified in this Addendum, the terms and conditions of the Agreement will apply to this Addendum and remain in full force and effect.

Definitions

“CCPA” means the California Consumer Privacy Act, as amended, and its related regulations;
“Privacy Impact Assessment” means an assessment of the impact of the envisaged Processing operations on the protection of Personal Information as required by applicable Privacy Laws;
“Data Subject” means an identified or identifiable natural person.
“Personal Information” means any information relating to an identified or identifiable individual, and any other information that constitutes “personal information,” “personal data,” or the like under applicable Privacy Laws.
“PIPEDA” means the Personal Information Protection and Electronic Documents Act, SC 2000, c.5.
“Privacy Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, theft, or unauthorized access to or disclosure of Personal Information.
“Privacy Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) governing the Processing or protection of Personal Information.
“Processing”, “Processed” or “Process” means any operation or set of operations which is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as but not limited to collection, use, modification, retrieval, disclosure, retention, storage, deletion, and/or management of Personal Information.
“Regulatory Authority” means an independent public authority tasked with the regulation and enforcement of applicable Privacy Laws.
“Data Processing Particulars” means
1. Nature, purpose, and subject matter: Provision of the AI cloud, VMaaS and/or BMaaS services to the extent reflected in Customer’s Sales Order;
2. Duration: ongoing until termination of the Agreement.
Unless otherwise provided:
1. a capitalised term that is not defined in this Addendum shall have the meaning given to it in the Agreement; and
2. the words and expressions in, and the rules of interpretation of, the Agreement shall have the same meaning in this Addendum.

Data Processing and Security Responsibilities

Customer and Service Provider shall each comply with all Privacy Laws that apply to it in relation to any Personal Information Processed in connection with this Addendum.
Customer agrees that it has:
1. made and shall maintain all necessary registrations and notifications as required in order to permit Service Provider to perform its obligations and exercise its rights under this Addendum;
2. obtained and shall continue to obtain all consents necessary, and provided all necessary notices and otherwise has and continues to have all necessary authority to permit Service Provider to perform its obligations and exercise its rights under this Addendum, and shall inform Service Provider immediately if any such consents are withdrawn or can no longer be relied upon;
3. ensured and shall continue to ensure that all Personal Information Processed by Service Provider is adequate, relevant, accurate and up-to-date, and limited to what is necessary to permit Service Provider to perform its obligations and exercise its rights under this Addendum;
4. ensured and shall continue to ensure that there are valid legal bases to enable Service Provider to Process Customer's Personal Information in the matter and for the purposes contemplated under the Agreement and this Addendum; and
Processed and will continue to Process the Personal Information in accordance with all applicable Privacy Laws.
1. In the course of Processing Personal Information on behalf of Customer, Service Provider shall:
2. except as otherwise permitted herein, only use, disclose, transfer, retain, and otherwise Process Personal Information as reasonably necessary for the purposes of rendering the Services (which, for ease of reference only, and without enlarging or reducing either party’s rights or obligations, is summarized in the Data Processing Particulars) and as otherwise instructed by Customer in writing from time to time or as required by applicable Privacy Law, and not Process any Personal Information in any other manner without the express prior written authorization of Customer unless required to do so by applicable law;
3. not retain, use, or disclose California Personal Information outside of the direct business relationship between Service Provider and Customer in violation of the CCPA;
4. comply with any applicable restrictions under the CCPA on combining the Personal Information that Service Provider receives from, or on behalf of, Customer with Personal Information that Service Provider receives from, or on behalf of, another person or persons, or that Service Provider collects from any interaction between it and a Data Subject;
5. otherwise comply with applicable provisions of the CCPA, provide the Personal Information subject to such law with the level of protection required by such law, and promptly notify Customer if Service Provider determines it no longer can meet such obligations;
6. immediately inform the Customer if, in Service Provider’s opinion, any instruction received from the Customer infringes Privacy Law;
7. not “sell” or “share” the Personal Information within the meaning of the CCPA;
8. not otherwise disclose (and not allow any of its employees, or permitted agents or representatives to disclose) any Personal Information to any third party without the prior written authorization of Customer (under this Addendum or otherwise) unless required to do so under applicable law (in which case clause h) below shall apply);
9. where any disclosure, transfer or other Processing of Personal Information is required by applicable law, promptly notify Customer in writing before complying with any such requirement (unless prohibited by applicable law, such as on important grounds of public interest);
10. promptly notify Customer in writing of any (i) enquiry received from individuals relating to the individual’s rights under Privacy Laws, and provide prompt reasonable assistance to Customer with respect to any obligations Customer has to respond to such requests, such as by an obligation to provide access to Personal Information, or to correct, rectify, or restrict the processing of Personal Information; (ii) complaint or correspondence received by Service Provider either from an individual or a Regulatory Authority relating to the Processing of Personal Information, and (iii) order, demand, warrant or any other document purporting to compel the production of any Personal Information, and provide reasonable assistance at Customer’s cost to facilitate Customer’s compliance with Customer’s obligations under Privacy Laws;
11. implement reasonable and appropriate physical, technical and organizational security procedures and practices appropriate to the sensitivity of the Personal Information that are designed to protect the Personal Information against loss, theft, destruction, damage, alteration and unauthorized or unlawful access, use, disclosure or other risks incurred by Processing in pursuit of the Services, as would allow Service Provider to reasonably support the ongoing confidentiality, integrity, availability and resilience of Processing systems and services (the “Security Measures”). Service Provider shall carry out regular reviews of the Security Measures to ensure their continuing appropriateness and shall not materially lower the standard of the Security Measures without the prior approval of Customer;
12. provide access to Personal Information to employees and authorized agents of Service Provider only if they need to have access to the Personal Information for the purposes set out in the Agreement and this Addendum;
13. cause each of Service Provider’s employees involved in rendering the Services to agree in writing to protect the confidentiality and security of the Personal Information in accordance with the terms of this Addendum, and otherwise properly advise and train each of its employees in Privacy Law compliance as applicable to this Addendum;
14. ensure that each employee of Service Provider involved in rendering the Services is appropriately screened to confirm the suitability of the performance of their duties in connection with the Services, including the access to and Processing of Personal Information;
15. at Customer’s cost and request, and taking into account the nature of the Processing and the Personal Information available to it, provide reasonable assistance to Customer as necessary for Customer to meet its obligations under Privacy Laws in connection with:
  1. obligations relating to ensuring the security and integrity of Personal Information;
  2. obligations relating to notifications and communication of Privacy Breaches as required by Privacy Laws to the Regulatory Authority and/or any affected individuals; and
  3. undertaking any Privacy Impact Assessments that are required by Privacy Laws and, where necessary, consulting with the relevant Regulatory Authority in respect of any such Privacy Impact Assessments;
16. taking into consideration Service Provider’s role in the Processing of Personal Information, provide the level of protection for the relevant Personal Information required by applicable Privacy Laws; and
17. notify Customer if Service Provider determines it can no longer meet its obligations under this Addendum.
Service Provider hereby certifies that it understands its obligations under this Addendum (including, without limitation, the restrictions under this Section 2) and that it will comply with them.

Audit Rights

Customer has the right to (i) take reasonable and appropriate steps to ensure that Service Provider uses the Personal Information in a manner consistent with the business’s obligations under Privacy Laws and (ii) upon notice, take reasonable and appropriate steps to stop and remediate the unauthorized use of Personal Information. Service Provider shall provide, and Customer agrees to accept, Service Provider’s most current third-party certifications as may be relevant and available in respect of the Services. Service Provider shall provide Customer (or its representatives) with access to information necessary to demonstrate Service Provider’s compliance with this Addendum.

Sub-processing

Subject to Clause 6, Customer acknowledges and agrees that Service Provider shall use sub-processors (including Service Provider affiliates) to provide the Services. Service Provider shall enter into a written contract with each such sub-processor that imposes obligations on the sub-processor that are substantially similar to those imposed on Service Provider under this Addendum (provided that obligations imposed on Service Provider that are legally required only under a future Privacy Law need not be imposed on a sub-processor prior to the effective date of such Privacy Law). Service Provider shall only retain sub-processors that Service Provider can reasonably expect to appropriately protect the privacy, confidentiality and security of the Personal Information. To the extent required under applicable Privacy Law, Service Provider shall provide advance notification to Customer before providing a sub-processor with access to Personal Information and allow Customer at least 10 days’ time to lodge an objection by detailing in writing to Service Provider why Customer believes that the sub-processor cannot comply with such obligations. If Service Provider’s engagement of the subprocessor would breach this Addendum, and Service Provider does not provide a reasonable alternative to such engagement within 20 days of Customer’s notice, Customer may terminate the Agreement and receive a refund of unused prepaid fees.

Privacy Breach Notification

Service Provider shall notify Customer in writing without undue delay upon Service Provider becoming aware of a Privacy Breach. Service Provider shall further take any reasonably necessary measures and actions to remedy or mitigate the effects of the Privacy Breach to the extent within Service Provider’s control and shall keep Customer informed of material developments in connection with the Privacy Breach.

Data Transfers

Customer acknowledges and agrees that in the course of providing the Services to Customer, Service Provider may transfer Personal Information outside of North America (Canada/US).

Termination

This Addendum shall come into force on the Effective Date of the Agreement and shall remain in force until the termination or expiry of the Agreement.
Upon the termination of the Agreement or at such other times as instructed by Customer in writing, Service Provider shall either anonymize or securely dispose of (or, at Customer’s request, return) the Personal Information and all existing copies, subject to Service Provider’s requirements to retain certain Personal Information in order to comply with its legal and regulatory obligations and applicable law or as otherwise necessary in the context of any disputes or litigation. In the event applicable law does not permit Service Provider to comply with the delivery or destruction of the Personal Information, Service Provider warrants that it shall protect the confidentiality of the Personal Information in accordance with applicable law.

Updates to this Addendum

In the event of changes to applicable Privacy Laws, including, but not limited to, the amendment, revision or introduction of new laws, regulations, or other legally binding requirements to which either party is subject, the parties agree to revisit the terms of this Addendum, and negotiate any appropriate or necessary updates in good faith, including the addition, amendment, or replacement of any schedules.

Governing Law and Jurisdiction of Addendum

9.1. This Addendum and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed in accordance with the jurisdiction set out under the Agreement.

Terms of Use

“CCPA” means the California Consumer Privacy Act, as amended, and its related regulations;

“Privacy Impact Assessment” means an assessment of the impact of the envisaged Processing operations on the protection of Personal Information as required by applicable Privacy Laws;

“Data Subject” means an identified or identifiable natural person.

“Personal Information” means any information relating to an identified or identifiable individual, and any other information that constitutes “personal information,” “personal data,” or the like under applicable Privacy Laws.

“PIPEDA” means the Personal Information Protection and Electronic Documents Act, SC 2000, c.5.

“Privacy Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, theft, or unauthorized access to or disclosure of Personal Information.

“Privacy Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) governing the Processing or protection of Personal Information.

“Regulatory Authority” means an independent public authority tasked with the regulation and enforcement of applicable Privacy Laws.

“Data Processing Particulars” means

Nature, purpose, and subject matter: Provision of the AI cloud, VMaaS and/or BMaaS services to the extent reflected in Customer’s Sales Order;

Duration: ongoing until termination of the Agreement.

Unless otherwise provided:

a capitalised term that is not defined in this Addendum shall have the meaning given to it in the Agreement; and

the words and expressions in, and the rules of interpretation of, the Agreement shall have the same meaning in this Addendum.

​ Data Processing and Security Responsibilities ​

Customer and Service Provider shall each comply with all Privacy Laws that apply to it in relation to any Personal Information Processed in connection with this Addendum.

Customer agrees that it has:

made and shall maintain all necessary registrations and notifications as required in order to permit Service Provider to perform its obligations and exercise its rights under this Addendum;

ensured and shall continue to ensure that all Personal Information Processed by Service Provider is adequate, relevant, accurate and up-to-date, and limited to what is necessary to permit Service Provider to perform its obligations and exercise its rights under this Addendum;

ensured and shall continue to ensure that there are valid legal bases to enable Service Provider to Process Customer's Personal Information in the matter and for the purposes contemplated under the Agreement and this Addendum; and

Processed and will continue to Process the Personal Information in accordance with all applicable Privacy Laws.

In the course of Processing Personal Information on behalf of Customer, Service Provider shall:

not retain, use, or disclose California Personal Information outside of the direct business relationship between Service Provider and Customer in violation of the CCPA;

otherwise comply with applicable provisions of the CCPA, provide the Personal Information subject to such law with the level of protection required by such law, and promptly notify Customer if Service Provider determines it no longer can meet such obligations;

immediately inform the Customer if, in Service Provider’s opinion, any instruction received from the Customer infringes Privacy Law;

not “sell” or “share” the Personal Information within the meaning of the CCPA;

where any disclosure, transfer or other Processing of Personal Information is required by applicable law, promptly notify Customer in writing before complying with any such requirement (unless prohibited by applicable law, such as on important grounds of public interest);

provide access to Personal Information to employees and authorized agents of Service Provider only if they need to have access to the Personal Information for the purposes set out in the Agreement and this Addendum;

ensure that each employee of Service Provider involved in rendering the Services is appropriately screened to confirm the suitability of the performance of their duties in connection with the Services, including the access to and Processing of Personal Information;

at Customer’s cost and request, and taking into account the nature of the Processing and the Personal Information available to it, provide reasonable assistance to Customer as necessary for Customer to meet its obligations under Privacy Laws in connection with:

obligations relating to ensuring the security and integrity of Personal Information;

obligations relating to notifications and communication of Privacy Breaches as required by Privacy Laws to the Regulatory Authority and/or any affected individuals; and

undertaking any Privacy Impact Assessments that are required by Privacy Laws and, where necessary, consulting with the relevant Regulatory Authority in respect of any such Privacy Impact Assessments;

taking into consideration Service Provider’s role in the Processing of Personal Information, provide the level of protection for the relevant Personal Information required by applicable Privacy Laws; and

notify Customer if Service Provider determines it can no longer meet its obligations under this Addendum.

Service Provider hereby certifies that it understands its obligations under this Addendum (including, without limitation, the restrictions under this Section 2) and that it will comply with them.

This Addendum shall come into force on the Effective Date of the Agreement and shall remain in force until the termination or expiry of the Agreement.

Data Processing and Security Responsibilities