Updated on 4th January, 2022
1. SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Quinn will use commercially reasonable efforts to provide Customer the Services [in accordance with the Service Level Terms of the sales agreement]. As part of the registration process, Customer will identify an administrative user name and password for Customer’s company account. Quinn reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Quinn will provide Customer with reasonable technical support services in accordance with the terms set forth in the sales agreement.
2. RESTRICTIONS AND RESPONSIBILITIES 2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Quinn or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Quinn's standard policies then in effect (the “Policy”) and all applicable laws and regulations.
2.3 Customer shall provide to Quinn, in a timely fashion, with all documents and information requested by Quinn for use in the performance of the Services hereunder; shall otherwise reasonably cooperate with Quinn in order to enable Quinn to perform such Services; shall monitor and control access to the Services by its employees, users and agents.
2.4 Customer hereby agrees to promptly on demand indemnify and hold harmless Quinn against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from (a) an alleged violation of the foregoing, (b) breach by Customer of any term, condition, covenant, representation, warranty or obligation set forth in this Agreement, (c) violation by Customer of any applicable law or (c) otherwise from Customer’s use of Services. Although Quinn has no obligation to monitor Customer’s use of the Services, Quinn may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the terms of this Agreement.
2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.6 Once the service contract ends between Customer & Quinn, the customer should stop using any services provided by Quinn, i.e any code snippets, code modifications, app blocks, etc provided via Quinn during integration.
3. CONFIDENTIALITY 3.1 Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Customer includes non-public data provided by Customer to Quinn to enable the provision of the Services (“Customer Data”). Confidential Information of Quinn shall expressly include Quinn’s proprietary information consisting of non-public, trade secret, commercially valuable, or competitively sensitive information or other material and information relating to products, projects, operations, or activities, including but not limited to: (i) information about systems, code, technologies, procedures, methodologies, features, functionality, algorithms, methods, logic, and practices used in performing its services; (ii) proposed products or services, provider demographics, (iii) confidential plans. Confidential information shall not include any information that a Party can demonstrate: (i) was in the public domain at the time of disclosure to such Party; (ii) was published or otherwise became part of the public domain after disclosure to such Party through no fault of such Party; (iii) was previously disclosed to such Party without a breach of duty owed to the other Party by a third-party who had a lawful right to such information; (iv) was independently developed by such Party without reference to Confidential information of the other Party; or (v) is required to be disclosed by applicable law.
3.2 Each Party agrees to hold the Confidential information of the other Party in strict confidence, to use such information solely in the course of performing its obligations hereunder, and to make no disclosure of such information except as authorized in accordance with the terms of this Agreement. Each Party will use the same care and discretion to avoid disclosure of Confidential Information of the other Party as it uses with its own similar confidential information that it does not wish disclosed, but in no event less than a reasonable standard of care. A Party may disclose Confidential information to its personnel who have an absolute need to know such Confidential information in order to fulfil its obligations hereunder. In addition, either Party may disclose Confidential information of the other Party to third party professional advisors (including accountants, auditors, advocates, financial or other advisors) which are acting solely for the Party’s benefit and on such Party’s behalf, provided: (i) such professional advisors have a need to know such information in order to provide advice or services to the disclosing Party and agree to use the disclosing Party’s Confidential information solely for the purpose of providing such advice or services; (ii) such professional advisors agree not to disclose the Confidential information to any other Party without the disclosing Party’s prior written consent. Each Party shall be primarily responsible and liable for any confidentiality breaches by its personnel. Both the Parties agree to keep confidential the prices, terms and conditions of this Agreement, without disclosure to third parties.
3.3 A Party’s obligation to maintain the confidentiality of Confidential information shall remain in force until information falls within one of the exceptions set out in clause above. Customer’s obligation to maintain the confidentiality shall neither terminate nor expire.
4. Intellectual Property Rights 4.1 Customer shall own all right, title and interest in and to the Customer Data. Quinn shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all Intellectual Property rights related to any of the foregoing. Customer acknowledges (i) that this Agreement does not convey to Customer any license or other right in or to the Software or hardware utilized by Quinn in providing the Services; (ii) that all such Software and hardware are and shall remain the sole and exclusive property of Quinn; and (iii) that the only right granted to Customer hereunder is the right to obtain the Services, in consideration of the fees provided for herein and subject to the other terms and conditions of this Agreement. “Intellectual Property” means all concepts, inventions (whether or not protected under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protected under copyright laws), moral rights, mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, names, likenesses, know-how, ideas (whether or not protected under trade secret laws) and all other subject matter protected under patent (or which is not patented, but is subject matter that is protected under patent law), copyright, mask work, trademark, trade secret, or other laws, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world, for all media now known or later developed, including all new or useful art, combinations, discoveries, formulae, algorithms, specifications, manufacturing techniques, technical developments, systems, computer architecture, artwork, software, programming, applets, scripts, designs, processes and methods of doing business.
4.2 Notwithstanding anything to the contrary, Quinn shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Quinn will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Quinn offerings, and (ii) disclose such data solely in aggregate or other deidentified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES 5.1 Customer will pay Quinn the applicable fees described in the sales agreement in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Quinn reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Quinn has billed Customer incorrectly, Customer must contact Quinn no later than fifteen (15) days from the date of receipt of relevant invoice raised by Quinn Inquiries should be directed to Quinn's customer support department.
5.2 Quinn may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Quinn fifteen (15) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall bear all the applicable taxes associated with Services including GST.