Terms of Services

THIS SERVICE AGREEMENT (the “Agreement”) between CustomAnswers Software Inc. (“CustomAnswers”), a body corporate duly incorporated pursuant to the Laws of the Province of British Columbia and having its head office at 1 – 2807 West 16th Avenue, in the City of Vancouver, in the Province of British Columbia, in the country of Canada and The Customer (“Customer”) is made effective as of date of purchase. (“Effective Date”)

1. OVERVIEW

General. This Agreement states the terms and conditions by which CustomAnswers will deliver and Customer will receive any or all of the services provided by CustomAnswers, including software, managed services and professional services. There are no other representations, conditions or terms in this agreement other as stated herein.
1.1 Definition: For this agreement,
1.1.1 ″Authorized User” means a designated employee or agent of Customer.
1.1.2 ″Authorized Website” means a web site owned or operated by or on behalf of Customer, for which CustomAnswers has agreed to provide the Technology and various Services.
1.1.3 ″Seat License” means a license that permits a single Authorized User to access and use the Service.
1.1.4 “Technology” means proprietary technology, including web-based applications, which have been designed by GovQA Inc. or its suppliers to enhance customer service support and communications capabilities by providing self-service, interactive support, intelligent tracking, and knowledge access, and may include software, and software tools, user interface designs, and documentation, and any derivatives, improvements, enhancements or extensions thereof.
1.1.5 ″Service(s)” means the grant of a non-exclusive license to Customer to use the Technology in accordance with the Terms of this agreement and Schedule 1.
1.1.6″Service Start Date” means the Starting Date identified in Schedule 1.
1.2 Schedules. Schedule 1 and all other Schedules attached hereto are incorporated into and form an integral part of this agreement.
1.3 Compliance with Laws. Customer will use CustomAnswers Services and facilities in a manner that does not violate any applicable law or regulation.

2. DELIVERY OF SERVICES
Grant of License. Subject to the terms and conditions of this Agreement, CustomAnswers and/or its supplier grants to Customer a non-exclusive, non-transferable, limited license to the Service(s) on the Authorized Website(s) in consideration of the agreed fees and terms. This Agreement will also govern all additional Schedules for Service(s).

3. CUSTOMER RESPONSIBILITIES
Customer acknowledges it is receiving only a limited license to use the Service(s) and related documentation, if any, and shall obtain no title, ownership nor any other rights in or to the Service(s) and related documentation, all of which title and rights shall remain with CustomAnswers. However, Customer will retain ownership of all its data in the system.

Customer agrees that (1) this license is limited to applications for its own use and may not lease or rent the Service(s) nor offer its use for others; (2) CustomAnswers is not responsible for content placed into the Service(s); (3) that the Service(s) will not be used to capture confidential information of any kind such as social security numbers or individual financial data or other sensitive data; and, (4) that it will maintain the Authorized Website(s) identified in Schedule A, provide CustomAnswers with all information reasonably necessary to setup or establish the Service(s) on Customer’s behalf, and allow a “Powered by GovQA” logo with a hyperlink to GovQA’s website home page on the Authorized Website.

4. SERVICE(S) LEVELS:
GovQA will use commercially reasonable efforts to backup and keep the Service(s) and Authorized Website(s) in operation consistent with applicable industry standards and will respond to customers’ requests for support during normal business hours.

THE SERVICE(S) ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE SERVICE(S) IS AT ITS OWN RISK. CustomAnswers DOES NOT WARRANT THAT THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR-FREE OR UNAFFECTED BY FORCE MAJEURE EVENTS.

5. WARRANTY AND LIABILITY:
CustomAnswers MAKES NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT AS OTHERWISE STATED HEREIN OF THE SERVICE(S) AND SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, DATA LOSS AND BUSINESS INTERRUPTION, AND THE PARTIES AGREE THAT THE ONLY REMEDIES THAT SHALL BE AVAILABLE TO CUSTOMER UNDER THIS AGREEMENT SHALL BE THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. CustomAnswers’S LIABILITY UNDER ALL CIRCUMSTANCES INVOLVED HEREIN THIS AGREEMENT IS EXPRESSLY LIMITED TO THE AMOUNT RECEIVED BY GovQA UNDER THIS AGREEMENT.

6. TERMINATION:
Either party may terminate this agreement without cause if the terminating party gives the other party sixty (60) days written notice prior to termination. Should Customer terminate without cause after the first date of the then current term as defined in the attached schedule, Customer must pay the balance of the current contracted term and this payment obligation will immediately become due.
CustomAnswers may terminate service(s) if payments are not received by CustomAnswers as specified in Schedule A. All monies associated to the current term will be due immediately.

Upon any termination, CustomAnswers will discontinue Service(s) under this agreement; CustomAnswers will provide Customer with an electronic copy of all of Customer’s data, if requested and for a cost of no more than $2,500; and, provisions of this Agreement regarding Ownership, Liability, Confidentiality and Miscellaneous will continue to survive.

7. INDEMNIFICATION
To the extent allowed by law, each Party agrees to fully indemnify and hold harmless the other for any and all costs, liabilities, losses, and expenses resulting from any claim, suit, action, or proceeding brought by any third party.

8. ACCEPTABLE USE:
Customer represents and warrants that the Service(s) will only be used for lawful purposes, in a manner allowed by law, and in accordance with reasonable operating rules, policies, terms and procedures. CustomAnswers may, upon misuse of the Service(s), request Customer to terminate access to any individual and Customer agrees to promptly comply with such request unless such misuse is corrected.

9. CONFIDENTIALITY:
Each party hereby agrees to maintain the confidentiality of the other party’s confidential and proprietary materials and information, including but not limited to, all information, knowledge or data not generally available to the public which is acquired in connection with this Agreement, unless disclosure is required by law. Each party hereby agrees not to copy, duplicate, or transcribe any confidential documents of the other party except as required in connection with their performance under this Agreement. Customer acknowledges that the Service(s) contain valuable trade secrets, which are the sole property of CustomAnswers, and Customer agrees to use reasonable care to prevent other parties from learning of these trade secrets or have unauthorized access to the Service(s). CustomAnswers will use reasonable efforts to ensure that any CustomAnswers contractors maintain the confidentiality of proprietary materials and information.

10. MISCELLANEOUS PROVISIONS:
This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia.
CustomAnswers may not assign its rights and obligations under this Agreement, in whole or part, without prior written consent of Customer, which consent will not be unreasonably withheld.

11. ACCEPTANCE:
Authorized representatives of Customer and CustomAnswers have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first written above.

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