This QuickConnect Licensing Agreement (“QLA”) is made between QuickSeries Inc., a Québec corporation (“QuickSeries”), and the contracting parties identified in the QuickConnect Order Agreement together referred to as the “Parties” and each individually as a “Party”, as of the date (the “Effective Date”) defined in the QuickConnect Order Agreement. The Parties hereby agree to the terms and conditions of this QLA, including any specific services terms, product details and any applicable license and/or subscription terms set forth in this QLA upon execution of an QuickConnect Order Agreement. Each QuickConnect Order Agreement is governed by and incorporates the following documents in effect as of the effective date of the applicable QuickConnect Order Agreement collectively referred to as the “User License Agreement”, that consists of:
QLA Version: September 1, 2022
1.1 “Administrative Portal” has been delivered when the Customer receives an email invitation from QuickSeries and creates their password;
1.2 “Administrative User” means a user identified and authorized by Customer to access and use the Services and who has been supplied administrative user privileges and passwords by Customer (or by QuickSeries at Customer’s request);
1.3 “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;
1.4 “Application” means the iOS/Android mobile application provided by QuickSeries to Customer pursuant to these Terms and as detailed in the QuickConnect Order Agreement;
1.5 “Documentation” means any and all documentation, user manual or other information, available in writing, online or otherwise, relating to the Services, QuickSeries IP or the Work Products provided by QuickSeries to Customer pursuant to these Terms;
1.6 “Effective Date” means start of the licensing term which is set by the date the Customer is granted access to the web-based Administrative Portal.
1.7 “End-User” means any end-user of the Application, whether accessing the Application through a public platform (such as an App Store) or after being authorized by the Customer to use the Application (such as through an invitation);
1.8 “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, 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;
1.9 “Intellectual Property Rights” means any and all 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;
1.10 “Party” means either QuickSeries or Customer, as applicable, and “Parties” means QuickSeries and Customer;
1.11 “Product” means the total digital content delivery solution activated and provided by QuickSeries for customer as defined under Exhibit 1, including, for greater certainty, the QuickConnect Platform;
1.12 “QuickSeries Background IP” means all Intellectual Property that is owned, developed, created, first conceived or reduced to practice by QuickSeries, its Affiliates, its licensors or by any third party on QuickSeries’ behalf (including QuickSeries’ subcontractors) either prior to, or independent of, the Services or Work Products provided by QuickSeries to Customer pursuant to the User License Agreement;
1.13 “QuickSeries Foreground IP” means all Intellectual Property that is owned, developed, created, first conceived or reduced to practice by QuickSeries, its Affiliates, its licensors or by any third party on QuickSeries’ behalf (including QuickSeries’ subcontractors) in the performance of Services, including without limitation, in connection with any Work Product;
1.14 “QuickSeries IP” means, collectively, the QuickSeries Background IP and the QuickSeries Foreground IP;
1.15 “Services” means the activation and the provision of the Product by QuickSeries to Customer pursuant to the QuickConnect Order Agreement, each with such Customer;
1.16 “Term” means the period of authorized access to and use of the Services described hereunder, as set forth hereunder and in the QuickConnect Order Agreement;
1.17 “Trademarks” means 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;
1.18 “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 Application is a Work Product.
2.1 Services. Customer hereby engages QuickSeries as an independent contractor to provide the Services set out in the QuickConnect Order Agreement.
2.2 Service Levels. QuickSeries shall use commercially reasonable efforts to make the Services available 99.9% subject to the terms of the Service Levels set out in Exhibit 2 – Service Level Agreement and any downtime or service suspension as set out in Exhibit 2 – Service Level Agreement.
2.3 Support Services. During the term of the User License Agreement, QuickSeries will provide support Services to Customer, which will consist in: (i) maintaining compatibility of code with the supported platforms; (ii) maintaining operability of the Services; (iii) debugging of software included in the Services or Work Products; and (iv) Administrative User assistance to access the Services. Customer acknowledges and agrees that all calls into the support center may be monitored and/or recorded for quality control purposes. As part of this agreement, QuickSeries will not provide technical support and help desk services to End Users.
2.4 Updates. In no event shall QuickSeries be under any obligation to improve, to enhance, update, upgrade or otherwise make any modifications to the Services. QuickSeries shall be authorized to enhance, update, upgrade or otherwise make any modifications to the Services or Work Products at any time and at any frequency during the term of the Agreement and without providing any prior notice as long as these modifications do not change substantially the Services.
2.5 No Exclusivity. The Parties acknowledge and agree that the User License Agreement is not exclusive and that (i) Customer shall be entitled to engage other service providers at any time and from time to time to render any similar or identical services to those provided by QuickSeries under the User License Agreement and (ii) QuickSeries shall be free to offer services during the term of the User License Agreement to any other person.
2.6 Relationship of the Parties. QuickSeries’ employees are not employees of Customer and shall not be entitled to receive from Customer any employee related benefits whatsoever, nor shall they be entitled to participate in any pension, vacation, sick leave or other benefits provided by Customer to its regular employees. QuickSeries shall not be and shall not represent itself to be a joint venturer, partner or employee of Customer or to be related to Customer other than as an independent contractor.
3.1 Customer shall order and purchase the Services directly from Distributor pursuant to a separate agreement specifying price, payment, and other commercial terms. QuickSeries is not a party to such separate agreement but will provide the licensed services pursuant to the QuickConnect Licensing Agreement. Distributor is not authorized to make any changes to this Agreement or bind QuickSeries to any additional or different terms or conditions. Additional orders for QuickSeries services may be placed through Distributor.
4.1 Customer Obligations
(a) Mandate. Customer shall execute the application developer account mandate in the QuickConnect Order Agreement (the “Mandate”) and select the appropriate level of permissions and access privileges granted to QuickSeries. Customer will be responsible for maintaining the Application Developer Account (ADA) active for the duration of the agreement. Failure of the Customer to maintain the ADA active, causing the Application to fail or not be properly updated, shall not be a default of QuickSeries.
(b) Feedback. QuickSeries shall own all right, title and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Services or the Work Products, or other feedback that Customer (including any of the Users) may propose or make during the term of this Agreement or which Customer (including any of the Users) and QuickSeries may jointly make during the term of this Agreement (collectively, “Feedback”). Customer hereby irrevocably assigns all right, title, and interest in and to the Feedback to QuickSeries and waives in favor of QuickSeries, its successors and assigns, any and all moral rights that Customer has or may have in the Feedback and agrees to provide QuickSeries such assistance as it may require to document, perfect, and maintain QuickSeries’ rights to the Feedback.
(c) Users. Customer is responsible for all use and misuse of the Services by the Users and by Affiliates of Customer or their breach of the terms of the Agreement and shall indemnify QuickSeries for any damages, costs and expenses suffered as a result of such use, misuse or breach.
(d) App Store. Customer is responsible for managing its App Store presence, including monitoring its application analytics and End-User reviews.
5.1 QuickSeries Property. QuickSeries (or its licensors, as applicable) retains all right in and to (i) the QuickSeries IP; (ii) the Work Products; (iii) any updates, upgrades, revisions, modifications to or compilation constituted from any of the foregoing; (iv) the Documentation related to any of the foregoing; (v) all QuickSeries Trademarks; and (vi) all Intellectual Property Rights related to any of the foregoing. Customer will acquire no rights or licenses to any Work Products or QuickSeries IP.
5.2 Customer Property. Customer (or its licensors) shall remain the owner of any and all materials and other intellectual property provided by Customer to QuickSeries for the purpose of or in connection with the performance of the Services in any material form or support whatsoever (“Customer Materials”). To the extent necessary, Customer grants QuickSeries a non-exclusive, personal, non-transferable, revocable, royalty-free license to use Customer Materials for the sole purpose of performing QuickSeries’ obligations under this Agreement.
5.3 License of QuickSeries IP. Subject to the performance of Customer’s obligations hereunder (including payment obligations), QuickSeries hereby grants to Customer a fully paid-up, personal, worldwide, non-exclusive, non-transferable (except to Customer’s Affiliates) and non-sublicensable (except to the Administrative Users, the End-Users and Customer’s Affiliates) license to use all Work Products and any and all QuickSeries IP that is included in, embodied in or otherwise required to use the Work Products.
5.4 Residuals. For greater certainty and notwithstanding any provision herein to the contrary, QuickSeries shall be entitled to use the ideas, concepts, and techniques relevant to any Services or Work Product that are retained in the memories of QuickSeries’ personnel in other projects and products of QuickSeries.
6.1 Mutual representations. Each Party hereby represents and warrants to the other Party that (i) it has the full right, power, and authority to enter into the Agreement; and (ii) the entering into the Agreement and the performance of its obligations under the Agreement shall not result in a breach of or constitute a default under any agreement, restrictive covenants (such as non-disclosure or non-competition obligations) or instrument to which it is a party.
6.2 QuickSeries representations. QuickSeries hereby represents and warrants to Customer that (i) it owns or holds all necessary rights to provide the Services; (ii) upon delivery, the Work Products shall have no material inherent defects and shall be virus free; (iii) to its knowledge, none of the Services or Work Products provided under this Agreement infringe on or otherwise violate any third party rights, including any Intellectual Property Rights; (vi) QuickSeries has and/or will acquire and maintain all licenses and permits required in order to perform the Services; (vii) QuickSeries has the experience, competence and skill necessary to perform the Services; and (viii) the Services will be performed in compliance in a professional and timely manner and in accordance with industry standards and practices.
6.3 Customer representations. Customer represents and warrants to QuickSeries that (i) it owns or holds all necessary rights to provide the Customer Materials and (ii) none of the Customer Materials provided to QuickSeries under this Agreement infringe on or otherwise violate any third-party rights, including any Intellectual Property Rights.
6.4 Warranty Disclaimer. EXCEPT AS SET OUT IN THIS SECTION 6, QUICKSERIES EXPRESSLY DISCLAIMS ON ITS BEHALF AND ON BEHALF OF ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND SUBCONTRACTORS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS EXPRESS, LEGAL OR IMPLIED NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY. AMONG OTHERS, QUICKSERIES DOES NOT REPRESENT OR WARRANTY AND EXPRESSLY DISCLAIMS THAT:(I)THE SERVICES, THE WORK PRODUCTS OR QUICKSERIES IP WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS; (II) THE OPERATION OF THE SERVICES, THE WORK PRODUCTS OR QUICKSERIES IP WILL BE ERROR FREE OR UNINTERRUPTED OR, THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE OR RELIABLE; (III) ALL PROGRAMMING OR SERVICE ERRORS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED.
7.1 This Agreement begins on the Effective Date and continues until the termination or expiration of the Term or until terminated under its terms. Each party may terminate this Agreement in its entirety: (a) immediately on notice or as soon as practicably allowed under the applicable law if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, that is not dismissed within 60 days of its commencement or an assignment for the benefit of creditors; or (b) immediately on notice if the other party materially breaches this Agreement and does not cure such breach within 30 days after the other party’s receipt of notice of the breach.
Upon termination of this agreement:
(a) The Administrative Portal will be rendered inaccessible to any Administrative User and it will not be possible to update or create additional content in the Administrative Portal.
(b) The Application will no longer be able to access content from the Administrative Portal (servers).
(c) All eGuides will be deleted from the Application. The Application itself will not be deleted from the users’ devices but a message will be displayed in the Application indicating termination of Services.
(d) All data owned by Customer will be deleted from QuickSeries’ servers unless the contract is renewed.
8.1 Confidential Information. For the purposes of this Agreement, “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 Services, the Work Products, Customer Materials, and each Party’s products, services, activities, operations, business affairs, Customers and prospects, Intellectual Property (including QuickSeries IP), 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.
8.2 Disclosure. The Party (“Recipient” ) receiving from Discloser any Confidential Information or otherwise obtaining any Confidential Information of Discloser agrees to treat the Confidential Information as confidential to and as the property of Discloser (or of Discloser’s licensors) and to use the same degree of care which it uses with respect to its own information of like nature which, in any case, will not be less than a reasonable standard of care, to prevent disclosure of the Confidential Information. Recipient shall not disclose, allow access to, transmit or transfer Discloser’s Confidential Information to a third party without Discloser’s prior written consent; provided, however, that Recipient may disclose Confidential Information to those of its employees, consultants and subcontractors who have a need to know the Confidential Information for the purpose of this Agreement.
8.3 Use. Recipient will use the Confidential Information only for the purposes of performing its obligations hereunder. For greater certainty, Recipient shall not (i) use any of the Confidential Information to compete, directly or indirectly, against Disclosure’s business, products or services, (ii) use Discloser’s Confidential Information in any manner which might be detrimental to Discloser, or (iii) allow any third party to do any of the foregoing. Recipient will not copy, reproduce or store Discloser’s Confidential Information in a retrieval system or database, except as reasonably required for the purposes contemplated in this Agreement. Recipient shall notify Discloser promptly of any unauthorized use or disclosure of the Confidential Information that is brought to Recipient’s attention.
8.4 Ownership. Any and all right, title and interest in and to Discloser’s Confidential Information, including all proprietary Intellectual Property Rights, shall remain the exclusive property of Discloser (or of Discloser’s licensors) and such Confidential Information shall be held in trust and confidence by Recipient for Discloser. Discloser shall retain title to all tangible media on which its Confidential Information resides, and all copies thereof. No interest, license or any right respecting Discloser’s Confidential Information, other than expressly set out herein, is granted to Recipient under this Agreement by implication or otherwise.
8.5 Exceptions. The restrictions imposed by this Section 8 shall not apply to the disclosure of the Confidential Information which (i) is now, or which hereafter, through no act or failure to act on the part of Recipient, becomes generally known or available to the public without breach of this Agreement; (ii) is known to Recipient at the time of disclosure of such Confidential Information provided that 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 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.
8.6 Legal Disclosure. 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.
8.7 Return; Destruction. 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.
8.8 Injunctive Relief. Recipient acknowledges and agrees that due to the unique nature of Discloser’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow Recipient or third parties to unfairly compete with Discloser resulting in irreparable harm to Discloser, and therefore, that upon any such breach or any threat thereof, in addition to whatever remedies it might have in law, equity or otherwise, Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.
8.9 Survival. The obligations of the Parties under this Section 8 will commence on the Effective Date and shall survive for 5 years after the termination of this Agreement.
9.1 Refunds. QuickSeries shall have no liability for any refund that, in accordance with the terms of this Agreement, is to be paid by Distributor to the Customer.
9.2 Exclusion of Certain Damages. QuickSeries shall not be liable and assumes no responsibility for any loss or damages arising from or in connection with (i) the modification or alteration in any manner by Customer of any part of the Services; (ii) the use of any Customer Materials or other software, products or services not developed or provided by QuickSeries; (iii) failure of Customer to meet its obligation hereunder to provide in a timely manner any information, access or assistance to QuickSeries as required hereunder or as QuickSeries requests in order to meet its obligations; or (iv) the access or use by Customer, the Administrative Users or the End-Users of any third party websites or resources that may be accessed from the Services through a link or otherwise.
9.3 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATING TO THE AGREEMENT, OR CAUSED BY ANY OF THE SERVICES, THE WORK PRODUCTS OR QUICKSERIES IP, OR THE USE, MISUSE OR INABILITY TO USE THE WORK PRODUCTS OR QUICKSERIES IP, EVEN THOUGH SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY.
9.4 Amount Limitation. THE TOTAL LIABILITY OF QUICKSERIES FOR CLAIMS BY CUSTOMER OR ANY OTHER PERSON ARISING UNDER THE AGREEMENT (INCLUDING ITS SCHEDULES AND THE PURCHASE AGREEMENT) SHALL BE LIMITED TO THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER FOR QUICKSERIES SERVICES DURING THE 3-MONTH PERIOD PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES.
9.5 Claims for Infringement. If all or any portion of the Work Products, QuickSeries IP or any Service 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, and for Customer to be able to use the results of the Services as contemplated herein, (ii) modify the same to become non infringing provided that any such modification does not materially impair the ability of the Work Products, the QuickSeries IP or the Services, as applicable; or (iii) replace the infringing part of the Work Products, the QuickSeries IP 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 Customer, terminate this Agreement and Customer may submit a claim to Distributor for a refund of any prepaid fees covering that part of the applicable Term for such Service remaining after the effective date of termination. The foregoing shall be QuickSeries’ sole obligations and Customer’s sole remedy in case of a claim for infringement of any Intellectual Property Rights relating to the Work Products, QuickSeries IP or any Service.
10.1 Notices. 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 the Mobile App Licensing 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.
10.2 Publicity. 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, Customer acknowledges and agrees that QuickSeries may mention, in its corporate brochures, marketing material, press releases and website, that Customer is a customer of QuickSeries and uses the Services. In that regard, Customer agrees that QuickSeries may use the official name and logo of Customer, subject to applicable Customer logo and similar policies provided in writing to QuickSeries by Customer.
10.3 No Assignment. Neither Party may assign the Agreement or any of its rights or obligations under the Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld or delayed; provided, however, that any Party may without such consent, but subject to sending a written notice to the other Party, assign the Agreement to (i) any Affiliate of such Party or (ii) to any third party in the event of a merger, the acquisition of all the shares or substantially all of the assets of such Party.
10.4 Severability. If any term, provision, or clause of these Terms or any portion of such term, provision or clause is held invalid or unenforceable, the remainder of these Terms 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.
10.5 Time of the Essence. Time is of the essence in any matter relating to the performance of this Agreement.
10.6 No Waiver. Failure at any time by one of the Parties to the Agreement to insist upon performance by the other Party of any of its obligations under the Agreement shall not constitute a waiver of any subsequent default. In addition, if one of the Parties does not exercise a remedy in the event of a breach of obligations under the Agreement, such failure to exercise its rights shall not be interpreted as a waiver of any such rights in the event of any subsequent breach by the other Party.
10.7 Governing Law; Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of laws of the Province of Québec and the federal laws applicable therein, without reference to is principles of conflicts of laws that would require application of the substantive laws of any other jurisdiction. Each of the Parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Québec and agrees that any dispute, action, motion, proceeding or recourse brought in relation to this Agreement by either Party shall be brought only before the courts of Québec.
10.8 Les parties ont expressément exigé que ce contrat soit rédigé en anglais. The parties have expressly requested that this Agreement be drafted in English.
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 the Amazon Web Services server-redundant infrastructure, secured in a private network behind load balancers and uses 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 at its sole discretion.
QuickSeries will use commercially reasonable efforts to maintain a 99.9% uptime for all of the Services (excluding any third-party services) (the “Service Level”).
If QuickSeries does not achieve and maintain the Service Levels for each Service as described below, Customer may be eligible for a credit towards a portion of its fees.
For the purposes of this Schedule:
(a)’Downtime’ has the meaning set forth in the Services Specific Terms section below. For clarity purposes, Downtime does not include (i) Scheduled Downtime or (ii) unavailability of a Service due to limitations as described below and in the Services Specific Terms section.
(b) ‘Error Code’ means an indication that an operation has failed, including, without limitation, an HTTP status code in the 5xx range.
(c) ‘Incident’ means (i) any single event, or (ii) any set of events, that result in a Downtime.
(d) ‘Scheduled Downtime’ means periods of Downtime related to network, hardware, Service maintenance or upgrades. QuickSeries will publish a notice or notify at least 48 hours prior to the commencement of such Scheduled Downtime.
(e) ‘Service Credit’ means the percentage of the applicable fees credited to Customer following QuickSeries’ claim approval.
(f) ‘Total Minutes’ means the total number of minutes in a month, less all Scheduled Downtime.
In order for QuickSeries to consider a claim, Customer must submit such claim to QuickSeries’s customer support, including all information necessary for QuickSeries to validate the claim, including but not limited to:
(a) a detailed description of the Incident;
(b) all information regarding the time and duration of the Downtime;
(c) the number and location(s) of affected Users (if applicable); and
(d) descriptions of Customer’s attempts to resolve the Incident at the time of occurrence.
QuickSeries will evaluate all information reasonably available to it and will determine, at its discretion, whether a Service Credit is owed to Customer. QuickSeries will use commercially reasonable efforts to process claims during the subsequent month and within 10 business days of receipt. Customer must be in compliance with the Agreement in order to be eligible for a Service Credit. If QuickSeries determines that a Service Credit is owed to Customer, QuickSeries will apply the Service Credit to Customer’s applicable fees. For greater certainty, one claim must be made per Application.
Service Credits are Customer’s sole and exclusive remedy for any performance or availability issues for any Service under the Agreement. Customer may not unilaterally set-off its applicable fees for any performance or availability issues.
|Weeks of Service added to the Service term|
|< 99.9%||1 week (max of 12 weeks a year)|
|< 99%||2 weeks (max of 16 weeks a year)|
|< 95%||3 weeks (max of 32 weeks a year)|
This Exhibit and any applicable Service Level do not apply to any performance or availability issues:
(a) Due to factors outside QuickSeries’ reasonable control (including, without limitation, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to QuickSeries’ data centers, including at QuickSeries’ site or between Customer’s site and QuickSeries’ data center);
(b) That result from the use of services, hardware, or software not provided by QuickSeries, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services (such as browser plugins or other);
(c) Caused by Customer’s use of a Service after QuickSeries advised Customer to modify its use of the Service, if Customer did not modify its use as advised;
(d) During or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by QuickSeries;
(e) That result from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to QuickSeries’ network by means of Customer’s passwords or equipment, or otherwise resulting from Customer’s failure to follow appropriate security practices;
(f) That result from Customer’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or Customer’s use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with QuickSeries’ published guidance;
(g) That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
(h) That result from Customer’s attempts to perform operations that exceed prescribed quotas or that resulted from QuickSeries’ throttling of suspected abusive behavior.
This Schedule and any applicable Service Level do not apply to any performance or availability issues.
(a) ‘Downtime’ means, with respect to Administrative Portal, any period of time when users are unable to use the Administrative Portal application to view and edit any module entries for which they have appropriate permissions.
(b) Monthly Uptime Percentage: The Monthly Uptime Percentage is calculated using the following formula:
((Total minutes – Downtime) / Total minutes) x 100
(where Total minutes is the number of minutes in a given month, and Downtime is the sum of the Downtime caused by every incident that occurred in said month).
(a) ‘Downtime’ means, with respect to the Application, any period of time when Users, although they properly installed the Application as per QuickSeries’ instructions, are unable to use the iOS and/or Android Application to read, write and submit data from any module for which they have appropriate permissions.
(b) The Downtime is considered fixed when QuickSeries has provided Customer with a new build that guarantees to fix the issue. Delays incurred by the Customer, Apple or Google App approval process or any other delays outside of QuickSeries’ control do not factor in the Downtime.
(c) Monthly Uptime Percentage: The Monthly Uptime Percentage is calculated using the following formula:
((Total minutes – Downtime) / Total minutes) x 100
(where Total minutes is the number of minutes in a given month, and Downtime is the sum of the Downtime cause by every incident that occurred in said month).
(d) For greater certainty, the Application Downtime counter is stopped when QuickSeries provides the build to the Customer. It does not continue on until Apple and Google approve the Application.
The API is not publicly available and thus does not have any Service Level related to it outside of the perceived Downtime from the Administrative Portal and/or native Application.