This Distributor Software Terms and Conditions (“DSTC” is made between QuickSeries Publishing Inc. (“QuickSeries”), a corporation duly incorporated under the laws of Québec and the contracting party identified on the Distribution Agreement (“Distributor”), together referred to as the “Parties” as of (the “Effective Date”) on the Distribution Agreement. The Parties hereby agree to the terms and conditions of this DSTC, including any specific services terms, product details and any applicable license terms set forth in the Distribution Agreement and Distributor Work Order. Each Distribution Agreement and Distributor Work Order is governed by and incorporates the following documents in effect as of the effective date of the applicable Distributor Work Order and Distribution Agreement, collectively referred to as the “Agreement”, that consists of:
DSTC Version: September 1, 2022
1.1 “App Stores” means a digital distribution platform for computer software, including for mobile software or application, such as Apple App Store or Google Play Store.
1.2 “Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity; for the purposes of this definition, an entity shall control another entity if the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; or (ii) has the ability to elect a majority of the directors of the other entity;
1.3 “Confidential Information” means (i) any and all non-public, confidential or proprietary information of a Party (“Discloser”), including without limitation any information relating to the existence or content of this Agreement, the Work Products, and each Party’s products, services, activities, operations, business affairs, clients and prospects, Intellectual Property, technology, know-how, design rights and trade secrets, whether such information is provided orally, in writing, in computer-readable form or otherwise and whether or not it is specifically identified as confidential and (ii) any copies, extracts or reproduction, in whole or in part, of any of the foregoing. Confidential Information will not include information that (i) is now, or which hereafter, through no act or failure to act on the part of the Party receiving such Confidential Information (the “Recipient”), becomes generally known or available to the public without breach of this Agreement; (ii) is known to the Recipient at the time of disclosure of such Confidential Information provided that the Recipient can satisfactorily demonstrate such prior knowledge by appropriate written records antedating the disclosure and that such knowledge was not gained from third parties through breach of secrecy; (iii) is hereafter furnished to the Recipient in good faith by a third party without breach by such third party, either directly or indirectly, of an obligation of secrecy to Discloser; or (iv) is approved for such use or disclosure by written authorization of Recipient;
1.4 “Customer” means any customer who has licensed the Product through Distributor and signed the required agreements listed in Section 5.1(m) hereof with QuickSeries;
1.5 “Intellectual Property” means any and all ideas, concepts, inventions, methods, processes, know-how, works, software, computer programs and other computer software (including, without limitation, all source and object codes, algorithms, architectures, structures, display screens, layout and development tools), database, design, technical documentation, plans, drawings, brochures, website content, sales and advertising literature and other marketing materials, and any improvements thereon or applications or derivative works thereof, and all other forms of intellectual property, all whether or not registered or capable of such registration;
1.6 “Intellectual Property Rights” means any and all Intellectual Property, patents, copyrights, trademarks, trade names, trade secrets, moral rights, rights of publicity and privacy, and other proprietary rights, and all registrations or applications in relation to the foregoing, including for greater certainty, in the case of QuickSeries, the Work Products;
1.7 “Market Segment” means the allowed market segment set forth in the Distribution Agreement;
1.8 “Person” means any individual, body corporate, partnership, limited liability company, joint venture, trust, association, unincorporated organization or any other entity recognized by law;
1.9 “Product” means the total digital content delivery solution activated and provided by QuickSeries for a specific customer as defined under Exhibit A, including, for greater certainty, the QuickConnect Platform;
1.10 “Protected Market Segments and Territories” means the protected market segments and the protected territory set forth in the Distribution Agreement;
1.11 “QuickConnect Outreach Customer” has the meaning set forth in the Exhibit B hereto;
1.12 “QuickConnect Platform” means the resource app platform developed by QuickSeries, consisting of a digital mobile content delivery platform as defined under Exhibit A;
1.13 “QuickConnect Team Customer” has the meaning set forth in Exhibit B hereto;
1.14 “Services” means the activation and the provision of a Product by QuickSeries to a Customer pursuant to the QuickConnect Licensing Agreement and QuickConnect Order Agreement, each with such Customer;
1.15 “Territory” means the geographical territory set forth in the Distribution Agreement;
1.16 “Trademarks” means QuickSeries’ trademarks, trade names, brands, trade dress, business names, domain names, designs, graphics, logos and other commercial symbols and indicia of origin whether registered or not and any goodwill associated therewith;
1.17 “Distributor Work Order” means the various work agreements entered into, from time to time, between the Distributor and QuickSeries outlining the Product tier type and Product pricing;
1.18 “Work Products” means any and all materials, ideas, concepts, formats, suggestions, developments, software, computer programs and other computer software (including, without limitation, all source and object codes, algorithms, architectures, structures, display screens, layout and development tools), database, design, plans, drawings, branding, writings, brochures, website content, documents, reports, sales and advertising literature and other marketing materials, and any improvements thereon or applications or derivative works thereof, and all other forms of intellectual property, all whether or not registered or capable of such registration, in any material form or support whatsoever, that QuickSeries may acquire, obtain, develop, create, reduce to practice or discover, alone or jointly with others, in connection with the performance of the Services. For greater certainty, the Products are a Work Product.
2.1 Nothing contained in this Agreement shall in any way prevent or hinder QuickSeries or any of its Affiliates from using or granting to any Person additional rights and licenses as it may deem desirable to use its Trademarks or market the Products or to engage in a business substantially similar to that of QuickSeries’ within or outside the Territory.
2.2 Distributor shall be solely responsible for obtaining any and all government permits and approvals, if any, as may be necessary to perform this Agreement in the Territory. In no event will QuickSeries be required to deliver the Products to Customers in the Territory unless and until Distributor obtains all necessary governmental approvals, if any.
2.3 Distributor shall not be entitled to sub-contract or assign this Agreement to any third party without QuickSeries’ express written consent, at its sole discretion. For the purposes hereof, a change of control of Distributor shall be deemed an assignment.
3.1 The term of this Agreement will begin on the Effective Date as stipulated in the “Distribution Agreement” and will continue for three (3) years (the “Initial Term”) and will renew for additional successive one (1) year terms (each a “Renewal Term”, and collectively with the Initial Term, the “Term”) unless and until either Party provides notice of non-renewal at least ninety (90) days before the end of the then-current Initial Term or Renewal Term, or unless and until earlier terminated as provided with the provisions hereof or applicable law.
4.1 Distributor shall not disassemble, modify, make copies of, decompile, or reverse engineer any portion of the Products or their source code, nor merge or include any portion of the Products or their source code with other software, in whole or in part, nor shall Distributor create derivative works from the Product.
4.2 Distributor’s rights in the Products will be limited to those expressly granted in this Agreement. All rights not expressly granted to Distributor hereunder are reserved by and for QuickSeries.
4.3 Unless otherwise expressly permitted by QuickSeries in writing, the Products will be promoted and sold under the Trademarks only, and QuickSeries retains all proprietary rights in and to the same.
4.4 Except as permitted by QuickSeries in writing, Distributor shall not permit the distribution of copies of the Products or user manuals or other documents relating thereto, in whole or in part, to any Person other than a Customer and in accordance with this Agreement.
5.1 Distributor shall:
(a) actively promote, market, sell and distribute the Products to potential Customers in the Market Segment and in the Territory;
(b) maintain good business relations with Customers;
(c) regularly provide QuickSeries with information relating to market conditions, sales forecasting, product planning and promotional marketing strategies;
(d) at it’s discretion, provide QuickSeries with the Company Name, City and State of Customers actively being pursued for a sale by distributor in order for QuickSeries to comply with its non-solicitation obligations under Section 6.5;
(e) not pursue sales from prospective customers outside the Market Segment or outside the Territory;
(f) notwithstanding the Territory and Market Segment, not pursue sales from prospective customers in any of the Protected Market Segments and Territories as outlined in the Distribution Agreement;
(g) with QuickSeries’ assistance, demonstrate the Products to potential Customers and follow-up to determine their interest level;
(h) cause its personnel to become proficient in the demonstration of the Products to potential Customers;
(i) if Tier 2 is selected in the Distributor Work Order, provide level 1 technical support to Customers;
(j) submit to QuickSeries, prior to use or disclosure, any advertising, promotional and marketing materials, and publicity relating to the Products proposed to be used by Distributor;
(k) comply with all applicable laws and regulations in the performance of this Agreement in the Territory;
(l) faithfully, honestly and diligently perform its obligations hereunder in a professional manner;
(m) require each Customer to enter into each of the following agreements directly with QuickSeries: i) QuickConnect Licensing Agreement and the QuickConnect Order Agreement (the “User Licence Agreement”), it being understood that the above agreement documents will change from time to time and QuickSeries may review, add or remove from this documentation at any time without prior notice.
(n) submit to QuickSeries a request for each delivery of a new Product by completing the “QuickConnect Activation Form” and clearly indicating selected system configurations. The currently valid version of the “QuickConnect Activation Form” is available at http://www.quickseries.com/QuickConnectForm/;
(o) in the context of each Product order submittal for new Customers, for each Product sold, select the Distributor Responsibility Tier (each a “Tier”) as outlined in Exhibit C, it being understood (A) that Distributor pricing is directly linked to the Tier selected by Distributor; (B) that the selected Tier is linked directly to the Customer, survives the termination of any contract with such Customer and continues to apply to any subsequent contract with such Customer; and (C) that Distributor may not, at any time, change Tier for any specific Customer, after the initial order submittal for such Customer, unless pre-approved in writing by QuickSeries; and
(p) carry out all necessary actions toward Customers to renew the Services, including the signing of all the necessary documentation required in connection therewith.
5.2 Distributor shall: (i) not make any representations or warranties with respect to the Products that have not been provided by QuickSeries to Distributor in writing or that exceed the scope of the representations and warranties expressed in QuickSeries’ then current QuickConnect Licensing Agreement; and (ii) refrain from contractually binding QuickSeries in any manner whatsoever.
5.3 Distributor acknowledges having read the QuickConnect Licensing Agreement and undertakes to act in accordance with its terms to the extent such terms apply to the Distributor, including, for greater certainty, in relation to the service levels obligations and Service Credits (as defined thereunder) and any claims for refund in accordance with the terms of the QuickConnect Licensing Agreement. The QuickConnect Licensing Agreement is subject to modification at QuickSeries’ sole discretion, upon thirty (30) days written notice to Distributor.
6.1 QuickSeries shall be responsible for:
(a) providing to Distributor, as and when developed and available, marketing tools and documents in electronic format at no cost, including logos, brochure, and advertisements.
(b) providing demo accounts and demo mobile applications to Distributor, as requested, it being understood that QuickSeries reserves its right to refuse any such request acting reasonably (e.g. if such request are excessive or made upon short notice);
6.2 QuickSeries shall also provide a limited number of hours of initial training to Distributor’s sales and/or technical personnel in respect of the Products at no cost to distributor. QuickSeries may conduct additional training programs on request from distributor upon such conditions and for such fees as QuickSeries may reasonably determine. All expenses incurred by Distributor during such training sessions shall be borne by Distributor.
6.3 QuickSeries shall deliver Products in accordance with Exhibit D. QuickSeries shall maintain and update all delivered Products for the duration of the Term or until this Agreement is terminated in accordance with Article 14, whichever occurs first.
6.4 QuickSeries shall provide technical support to Distributor in a reasonable timeframe from the date of the request.
6.5 QuickSeries shall not directly solicit a Customer to sell directly (i.e. without Distributor’s involvement) while such Customer is an active customer or is being actively pursued by Distributor for a period of 6 months after QuickSeries no longer provides Services for such Customer. Notwithstanding the foregoing: (i) QuickSeries may interact directly with any Customer to potentially extend any ongoing Services, it being understood that as between Distributor and QuickSeries, Distributor shall be the party responsible to maintain the relationship with such Customer and (ii) Distributor acknowledges that QuickSeries cannot restrict its other distributors and business partners from soliciting such Customers, it being understood that QuickSeries will use commercially reasonable efforts to avoid selling Products and providing Services (or renewing any existing Services) to such Customers through such other distributors or business partners (i.e. without Distributor’s involvement) for the duration of the non-solicitation covenant under this Section 6.5.
7.1 The Products (including, without limitation, source and object codes and all Intellectual Property Rights in respect of same), all documentation and all goodwill attaching thereto are and remain, as between the parties, the sole and exclusive property of QuickSeries.
7.2 Distributor will not delete or in any manner alter the Intellectual Property Right notices of QuickSeries appearing on the Products and any documentation. Distributor shall include such notices on all advertising or promotional materials and on all documents and materials in connection with the Product.
7.3 Distributor will take adequate measures in the promotion, marketing, sale and distribution of the Products to protect QuickSeries’ Intellectual Property Rights in the Products. QuickSeries and Distributor will promptly report to one another any confirmed, suspected, or alleged infringement of such rights of which they become aware.
7.4 QuickSeries reserves the sole and exclusive right in its discretion to assert claims against third parties for infringement or misappropriation of its Intellectual Property Rights in the Products.
7.5 Without limiting any of the foregoing, as between the parties, Distributor owns and retains all Intellectual Property Rights in and to products developed by Distributor, including plug-ins, workflows, and documentation created by Distributor.
8.1 Subject to the terms and conditions of this Agreement, QuickSeries grants Distributor a non-exclusive and non-transferable limited license in the Territory for the Term of this Agreement to use the Trademarks in Distributor’s promotion, marketing, sale and distribution of the Products. Nothing in this Agreement grants Distributor ownership or any rights in or to use the Trademarks, except as expressly provided in this limited license, and Distributor’s use of the Trademarks will inure to the benefit of QuickSeries. The rights granted to Distributor in this license will terminate upon any termination or expiration of this Agreement. Upon such termination or expiration, Distributor will no longer make any use of any Trademarks. To the extent possible pursuant to applicable law, QuickSeries will have the exclusive right to own, use, hold, apply for registration for, and register the Trademarks during the Term of, and after the expiration or termination of, this Agreement and Distributor will neither take nor authorize any activity inconsistent with such exclusive right.
8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, QUICKSERIES MAKES NO REPRESENTATIONS AND WARRANTIES WHATSOEVER RESPECTING TO THE TRADEMARKS.
9.1 Each order of Product shall be at the Distributor price as indicated in the Distributor Work Order. Prices are subject to modification at QuickSeries’ sole discretion, upon sixty (60) days written notice to Distributor.
9.2 QuickSeries may, at its sole discretion, modify the classification of a Customer as QuickConnect Team Customer or QuickConnect Outreach Customer, as requested or proposed by Distributor. Once QuickSeries accepts a Customer under a specific classification, such classification shall remain the same as long as QuickSeries provides Services to such Customer.
9.3 Upon Product renewals and extension, QuickSeries may, at its sole discretion, review and change the Product classification for the renewal and extension of the Services. QuickSeries shall advise Distributor of a classification change and reasoning for such as soon as possible.
9.4 QuickSeries shall invoice Distributor one the first of the following month after the delivery of the web-based administrative portal (1 to 30 days after portal delivery), and every billing period, as applicable, for each Customer thereafter, regardless of whether or not the App is accepted and available on the App Stores. This invoice date shall be the effective start date for the customer services. All such invoices shall be paid to QuickSeries within thirty (30) days of the date indicated on such invoice.
9.5 Distributor shall pay QuickSeries late payment charges at an annual rate of 18%, calculated daily, on any amount due to QuickSeries until payment in full has been received by QuickSeries.
9.6 Any breach of Section 9.4 due to non-payment of QuickSeries’ invoices shall trigger, at QuickSeries’ discretion, a suspension of such unpaid Services. QuickSeries may not suspend Services for other Products sold by Distributor that are in good standing and paid in due course by Distributor. QuickSeries shall not be responsible for any damage relating to or arising, directly or indirectly, from such suspension of unpaid Services in accordance with this Section.
9.7 All amounts in this agreement shall be in US Dollars.
9.8 At its sole discretion, Distributor shall establish the price it charges to customers for the sale of the Product. Distributor has sole responsibility for the invoicing and the collection of all payments from Customers. QuickSeries recommends a suggested customer price of +20% on Tier 1 and +40% on Tier 2, as indicated in the Distributor Work Order.
10.1 During the Term and for one (1) year after the termination or expiration of this Agreement, Distributor shall maintain complete record of its promotion, marketing, sales and distribution activities respecting the Products in the Territory.
10.2 Within thirty (30) days after the end of each quarter, Distributor shall deliver to QuickSeries an electronic report summarizing in reasonable details its promotion, marketing and sales activities for such period, including any Customer for which the Distributor seeks distribution protection pursuant to the non-solicitation covenant under Section 6.5.
11.1 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 9 OF THIS AGREEMENT AND THE SPECIFIC AND EXPRESS WARRANTY RELATING TO THE PRODUCT IN THE THEN-CURRENT USER LICENSE AGREEMENT, QUICKSERIES DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCT AND RELATED DOCUMENTATION AND SERVICES, ARISING FROM A COURSE OF DEALING OR TRADE PRACTICE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. SAVE TO THE EXTENT EXPRESSLY OTHERWISE WARRANTED, QUICKSERIES DOES NOT WARRANT THAT THE OPERATION OF A PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED.
11.2 UNDER NO CIRCUMSTANCES SHALL QUICKSERIES BE LIABLE TO DISTRIBUTOR OR ANY CUSTOMER FOR ANY ACT OR OMISSION, CONCERNING PERFORMANCE OR NONPERFORMANCE BY QUICKSERIES OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, EXCEPT IN CASE OF GROSS AND INTENTIONAL FAULT. IN NO EVENT SHALL QUICKSERIES BE LIABLE FOR DAMAGES, INCLUDING ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS WELL AS FOR DISTRIBUTOR’S OR CUSTOMER’S LOSS OF REVENUE OR PROFITS, LOSS OF DATA, OR ANY DAMAGES CLAIMED AGAINST DISTRIBUTOR BY ANY OTHER PARTY EVEN IF QUICKSERIES HAS BEEN ADVISED, IN ALL CASES, OF THE POSSIBILITY THEREOF. FOR GREATER CERTAINTY, EACH PRODUCT SHALL BE WARRANTED EXCLUSIVELY IN ACCORDANCE WITH THE EXPRESS WARRANTY PROVIDED BY THE THEN-CURRENT USER LICENSE AGREEMENT.
11.3 THE TOTAL LIABILITY OF QUICKSERIES FOR CLAIMS BY DISTRIBUTOR, SHALL BE LIMITED TO THE AMOUNT RECEIVED BY QUICKSERIES FROM DISTRIBUTOR DURING THE 3-MONTH PERIOD PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES.
12.1 Obligations of QuickSeries:
(a) Subject to Section 12.1 (c) if all or any portion of the Products or QuickSeries’ Intellectual Property or any Services is, in QuickSeries’ opinion, likely to or otherwise does become the subject of a claim for infringement of any Intellectual Property Rights, QuickSeries may, at its option and its sole cost and expense, either: (i) obtain any and all necessary authorizations, licenses or rights in order to comply with the terms of this Agreement; (ii) modify the same to become non infringing provided that any such modification does not materially impair the Products, QuickSeries’ Intellectual Property or the Services, as applicable; or (iii) replace the infringing part of the Products, QuickSeries’ Intellectual Property or the Services, as applicable, with compatible, feature and functionally equivalent, and non-infringing products or documentation, as the case may be. If in QuickSeries’ reasonable opinion it is not commercially reasonable for it to comply with any of (i), (ii) or (iii) above, it may upon written notice to Distributor, terminate this Agreement, it being understood that the Distributor shall pay to QuickSeries any and all amount that may be due up until such termination date.
(b) QuickSeries will have no obligation under this Section as to any action, proceeding, or claim unless QuickSeries is notified of it promptly and in writing.
(c) THE FOREGOING ARE QUICKSERIES’ SOLE AND EXCLUSIVE OBLIGATIONS, AND, WITH THE PROVISIONS OF THE USER LICENSE AGREEMENT, DISTRIBUTOR’S AND CUSTOMERS’ SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS PERTAINING TO THE PRODUCTS.
(d) QuickSeries will have no obligations under this Section 12 with respect to claims of infringement or misappropriation arising from (i) modifications to a Product that were not authorized by QuickSeries, (ii) Product specifications or customization requested by Distributor or a Customer, or (iii) the use of the Product in combination with software or technology not provided by QuickSeries, if such claims would not arise but for such combination.
12.2 Obligations of Distributor:
(a) Distributor shall indemnify, defend and hold QuickSeries harmless from and against all third party claims and liability arising out of: (i) any representations and warranties made or provided by Distributor in lieu of or in addition to the specific express warranty of QuickSeries for the relevant Product in the then current applicable User Licence Agreement; (ii) any breach of any obligation of Distributor under this Agreement; and (iii) any modification made, lawfully or unlawfully, to any Product by or for Distributor.
13.1 A party has the right to terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof; or (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
13.2 Notwithstanding Section 13.1, should Distributor engage or solicit an entity within the Protected Market Segments and Territories, such engagement or solicitation shall be deemed a material breach of this Agreement and QuickSeries shall be entitled, at its sole discretion, to immediately terminate this Agreement by written notice to Distributor.
14.1 Upon termination or expiration of this Agreement:
(a) Distributor shall cease immediately all marketing and distribution of the Products, including all display, advertising, support and use of the Products and/or QuickSeries’ Intellectual Property Rights.
(b) Distributor shall, except as specified in subsection (c) below, immediately return to QuickSeries or, at QuickSeries’ request, destroy all copies of the Products and other Confidential Information of QuickSeries in its possession or control, and certify such destruction to QuickSeries in writing.
(c) To the extent applicable:
(A) QuickSeries will use commercially reasonable efforts to continue the maintenance and support of Products directly with the then existing Customers, in accordance with QuickSeries’ then applicable terms and conditions for such services, or may, at its sole discretion, allow Distributor to continue providing maintenance and support to some or all of such existing Customers for the remainder of the then current term of such maintenance and support, provided it is in compliance with the terms of this Agreement; and
(B) Distributor shall, at any time at QuickSeries’ sole discretion for each existing Customer contract, either (i) assign such existing Customer contract to QuickSeries as per Section 14.2 (or an entity designated by QuickSeries) or (ii) continue the management of such existing Customer contract, on the same terms and conditions as provided hereunder, as such terms and conditions may be modified or amended, for the remainder of such Customer contract’s then current term and for the duration of any renewal term, as applicable.
14.2 At any time, distributor shall have the privilege of terminating this agreement by signifying to QuickSeries in writing its intent to assign and transfer all rights and responsibilities to QuickSeries for all Customer contracts generated by Distributor that are not yet expired.
14.2.1 At QuickSeries’ sole discretion, it may accept such a request within 10 days.
14.2.2 If the assignment and transfer is accepted by QuickSeries, QuickSeries shall pay Distributor, for each customer contract assigned and transferred, a transfer fee calculated as follows:
126.96.36.199 Suggested Customer Price minus Distributor Price multiplied by the number of unpaid years remaining in customer contract as indicated in Distributor Work Order.
188.8.131.52 Transfer fees shall only be calculated, applicable and payable for customer contracts that have remaining unpaid fees to be paid in future upcoming periods as per the QuickConnect Order Agreement.
184.108.40.206 This transfer fee shall be payable to distributor only after distributor has completed the formal transfer handoff to QuickSeries’ satisfaction. This transfer shall include a written countersigned acknowledgement of this transfer by customer.
220.127.116.11 It is agreed that this assignment is irrevocable and that distributor shall not contact or interact further with the customers after the transfer for any additional products provided by QuickSeries under this agreement.
14.3 During the Term and for one (1) year thereafter, Distributor shall not directly or indirectly, open, own, manage, operate, control, or otherwise conduct a business competitive with the business of QuickSeries in the Territory or in the Protected Market Segments and Territories.
14.4 During the Term and for one (1) year thereafter, Distributor shall not (i) cause, solicit, induce or encourage any employees of QuickSeries to leave their employment with QuickSeries or (ii) hire, employ or otherwise engage any such individual.
14.5 During the Term and for one (1) year thereafter, Distributor shall not cause, solicit, induce or encourage any client, customer, supplier, or licensor of QuickSeries (including any existing or former customer of QuickSeries and any person that becomes a client or customer of QuickSeries after the date hereof) or any other person who has a material business relationship with QuickSeries, to terminate or modify any such relationship.
14.6 The rights and obligations of the parties contained in Sections 4 (License Restrictions), 7 (Proprietary Rights), 8 (Limited Trademark License), 11 (Disclaimer and Limitation of Liability), 12 (Indemnification), 13 (Termination), 14 (Effects of Termination and Restrictive Covenants), 15 (Confidentiality) and 17 (General) will survive the termination or expiration of this Agreement.
14.7 The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
15.1 Distributor agrees that it will not disclose to any third party or use any Products or other Confidential Information disclosed to it by QuickSeries, except to carry out its rights and obligations under this Agreement. Each party will take all commercially reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
15.2 If Recipient receives a request or is required by law to disclose all or any part of the information contained in Discloser’s Confidential Information, Recipient shall, to the extent permitted by law (i) immediately notify Discloser of the existence of and the terms and circumstances surrounding the request or requirement, (ii) consult with Discloser on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement, and (iii) at Discloser’s request and cost, take all necessary steps to seek a protective order or other appropriate remedy.
15.3 Recipient shall, upon request of Discloser, immediately return to Discloser all Confidential Information and all copies thereof in any form whatsoever under the possession or control of Recipient or destroy same as directed by Discloser.
15.4 Each party acknowledges that the improper disclosure of the other party’s Confidential Information or, in the case of Distributor, a breach of Sections 15.1 to 15.2 hereof could cause substantial harm to the other party that could not be remedied by the payment of damages alone. Accordingly, the party whose Confidential Information has been improperly disclosed will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of this Agreement or misuse of Confidential Information by the other party.
16.1 Distributor shall, at its sole cost and expense, maintain throughout the Term and for a period of not less than three (3) years following the expiration or earlier termination of this Agreement, general insurance coverage, comprehensive general liability insurance and including blanket contractual liability of at least two million US dollars ($US2,000,000). Upon request, Distributor shall provide QuickSeries with a certificate evidencing such insurance coverage being in force.
17.1 This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
17.2 Les parties ont expressément exigé que ce contrat soit rédigé en anglais. The parties have expressly requested that this Agreement be drafted in English.
17.3 This Agreement shall be interpreted in accordance with and governed by the laws of the Province of Québec and the laws applicable therein.
17.4 The parties hereby attorn to and agree irrevocably to submit to the exclusive jurisdiction of the Courts of the Province of Québec in the Judicial District of Québec. Notwithstanding the foregoing, QuickSeries shall be entitled to seek provisional or interlocutory injunctive relief, including without limiting, a temporary restraining order in the Territory, Protected Market Segments and Territories or in any jurisdiction in which the defendant has a place of business at the date of the application by QuickSeries.
17.4 The parties hereby exclude the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Convention).
17.5 This Agreement may be executed and delivered by exchange of electronic or facsimile copies showing the signatures the parties, and those signatures need to be affixed to the same copy. The electronic or facsimile copies showing the signatures of the parties will constitute originally signed copies of the same agreement requiring no further execution.
17.6 If any term, provision, or clause of this Agreement or any portion of such term, provision or clause is held invalid or unenforceable, the remainder of this Agreement will not be affected thereby and each remaining term, provision or clause or portion thereof will be valid and enforceable to the full extent permitted by law
17.7 Time is of the essence in any matter relating to the performance of this Agreement.
17.8 Except for payments due under this Agreement, neither party will be responsible for any failure to perform due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, pandemics or epidemics, government orders and restrictions provided that such party gives prompt written notice thereof to the other party and makes reasonable efforts to minimize any adverse effects on such other party. In the event the duration of the Force Majeure extends beyond sixty (60) days, the non-affected party shall be entitled to terminate this Agreement without cost or penalty.
17.9 Except as otherwise required by law, neither Party shall publicize or disclose to any third party the existence or provisions of the Agreement or any of the fees, terms or conditions herein, without the prior written consent of the other Party. Notwithstanding the foregoing, Distributor acknowledges and agrees that QuickSeries may mention, in its corporate brochures, marketing material, press releases and website, that Distributor is a distributor of QuickSeries and that the Customers use the Products. In that regard, Distributor agrees that QuickSeries may use the official name and logo of Distributor, subject to applicable Distributor logo and similar policies provided in writing to QuickSeries by Distributor.
17.10 Any notice to be made by either Party to the other shall be sufficiently made if sent by prepaid first-class mail, email or delivered by hand to the Party to be served at the address and to the persons appearing on this Agreement or such other address or person as may be notified in writing by one Party to the other. Any such notice shall be deemed to have been received, if delivered by hand, at the time of delivery or, if posted, at the time of arrival thereof at the address of the other Party, or, if sent by email, on the immediately following business day.
17.11 The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
17.12 No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
17.13 This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
The Product is defined as the QuickConnect Platform, which is composed of three main components: the mobile application, the administrative portal and the authoring tool that are configured to interact with each other on a Product per Product (Customer per Customer) basis as configured for each Customer.
The QuickConnect Platform is hosted on Amazon Web Service server redundant infrastructure secured in a private network behind load balancers using security policies. Client data is encrypted in transit and at rest. QuickSeries relies on AWS services such as Auto-Scaling and Elastic Load Balancing providing the highest availability possible. Our system is monitored by a 24/7 alert system assuring the service is always available.
Native iOS and Android mobile applications
Web-based publishing and authoring environment for creating custom, interactive eDocs.
The mobile application comes with access to the full range of modules which are configured and delivered on a product per product basis.
Modules can be activated or deactivated at any time during the terms of an agreement. Certain modules can be duplicated and activated simultaneously within the same mobile application. All changes to module configurations and module content are deployed to the mobile application instantly through the administrative portal.
Modules can be labelled individually, activated by access codes, and made available from the main menu or directly from the mobile application’s side menu.
The system is delivered with the following modules:
The Product or any part or component thereof may be altered, improved, or otherwise modified at any time by QuickSeries in its sole discretion.
Customers fall in one of two pricing categories based on expected customer use and expected bandwidth consumption exhibited by each customer group.
A QuickConnect Team Customer is defined as a customer’s product being targeted mainly at a “Captive” audience (Mobile users). A Captive audience is defined as a group of users towards which the customer can highly influence or enforce the Product download to devices and the targeted audience’s usage. They can impose or strongly suggest/recommend that the Product be used under specific circumstances.
It is also an audience that is well defined as a targeted number of users that can be clearly accounted for.
Examples of a QuickConnect Team Customer’s audience:
The main assumption for this group of Customers is that they will attain a high percentage of downloads with the targeted audience.
A QuickConnect Outreach Customer is defined as a Customer’s Product being targeted mainly at a “Non-Captive” audience (Mobile users). A Non-Captive audience is defined as a group of users towards which the customer cannot greatly influence or enforce the Product download to devices and the targeted audience’s usage. They cannot impose or strongly suggest/recommend that the Product be used under specific circumstances.
Potential users that are targeted by the product are “non-defined” general population user groups.
Examples of QuickConnect Outreach Customer’s audience:
The main assumption for this group of Customers is that they will attain a lower percentage of downloads with their targeted audience.
In order for Distributor to be eligible for the appropriate discount structure, Distributor agrees to perform the following tasks on a customer per customer base in order to ensure the Product contract is fully operational and in compliance with QuickSeries guidelines as per the following Tier structure:
For sake of clarity, under Tier 1, QuickSeries shall:
For sake of clarity, under Tier 2, QuickSeries shall NOT:
Level 1 support shall be defined as the provision of a “Help Desk” and/or hotline for handling phone assistance and problem identification. First level customer support, more specifically, provides basic troubleshooting and call triage on issues ranging from basic usage problems, understanding basic module functionalities, help with resetting passwords and logging in issues. Addressing know issues or common problems for which the solution is covered or suggested in QuickSeries product documentation, FAQ or training sessions. Answering design and architecture questions. Providing general product configuration and onboarding support. Escalate any Level 2 and Level 3 support issues through the QuickSeries App Support service desk by emailing email@example.com.
All Customers need to be properly onboarded and must be provided the minimum training required to allow them to fully benefit from the Product. Distributors that have chosen Tier 2 in the Distributor Work Order are responsible for providing and completing the Customer’s onboarding and training process. They agree to:
It is understood that under Tier 2, QuickSeries shall be under no obligation to provide training for free to Customers.
QuickSeries shall deliver Products as follows:
(a) QuickSeries shall deliver a web-based administrative portal to Distributor or/and Customer (depending on the Distributor’s chosen Tier) within five (5) business days of the request and when all the requested information has been received via the QuickConnect Activation Form.
(b) QuickSeries shall deliver the IPA and APK/AAB application build files within five (5) business days of the Customer completing the onboarding steps and having properly configured the app with the necessary content in order for the app to meet the App Store approval requirements.
(c) QuickSeries shall perform updates to the configuration of a Customer’s application (e.g. changes in theming or feature set), to the extent possible within five (5) business days of the request.
(d) For the duration of the Term, maintain the product and service operational as per Service Level Agreement. During the Term, perform the necessary upgrade and modifications required to maintain the system compatible with mobile platforms