Services Agreement
This Services Agreement (together with Order Forms, Change Orders, Statements of Work, exhibits, schedules, and amendments, the "Agreement") is entered into by and between NewKnow Inc (dba ENDVR), a company incorporated under the laws of Canada, and the Customer.
Recitals
WHEREAS, ENDVR offers a mobile application allowing End Users to enter missions to earn rewards as such missions are created from time to time by the Customer and a web application available to Customer to manage such missions through a software-as-a-service model that includes data hosting, maintenance and support (together, the "Services");
WHEREAS, the Customer desires to enter in this Agreement to obtain the Services as described in an order form detailing the modalities of the services performed for Customer (the "Order Form").
1. Definitions
- "Administrators" means a user authorized by Customer to use and administer the ENDVR Services.
- "Brand Partner" means third party product manufacturers or service providers who sponsor programs.
- "Customer Data" means survey results, Missions completion history, sales receipts submitted by End Users.
- "End Users" means the users of the ENDVR App participating in Missions.
- "Mission(s)" means the campaigns prepared by Customer, such as surveys, which lead to rewards.
- "Professional Services" means work performed by ENDVR for Customer pursuant to a Statement of Work.
2. Grant of License
Services
Subject to the terms and conditions of this Agreement, including the payment of applicable fees, ENDVR grants to Customer, for the Term, a non-exclusive, non-sublicensable, non-transferable, revocable right and license to access and use the Services for the intended purposes.
Reports
The Services may include the provision of reports or similar outputs by ENDVR to Customer. ENDVR hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, limited license to reproduce, print, download and use all such Reports solely for Customer's internal purposes.
3. Acceptable Use
The Customer agrees to use the Services for lawful purposes only. The Customer will not use the Services in any manner:
- That is prohibited by law or regulation
- That will disrupt third parties' use or enjoyment of the Services
- That uses the Services to create or transmit harmful material
- That results in sharing identifiers and passwords among unauthorized parties
- That involves decompiling, disassembling, or reverse engineering
- That involves penetrating ENDVR security
4. Intellectual Property
Each party is the owner of its respective Intellectual Property. The Services and the Documentation are the Intellectual Property of ENDVR. ENDVR shall be the sole owner of any suggestions, enhancement requests, or other feedback provided by Customer to ENDVR relating to the Services.
5. Performance of the Services
Order Form
The Services offered to Customer shall be described in an Order Form, which shall contain the pricing, functionalities and accesses relevant to the Services delivered to Customer.
Support and Service Level Agreement
The support services and service levels commitments provided by ENDVR are set forth in Exhibit 2. Services availability shall be of 99.8%.
6. Professional Services
ENDVR represents and warrants that the Professional Services will be performed in a professional and workmanlike manner, and substantially in accordance with the requirements set forth in the relevant Statement of Work and Documentation.
7. Fees, Payments, Billings
Customer agrees to pay the applicable fees for the Services in accordance with the Order Form. Customer shall pay any invoices upon receipt of the invoice date unless stated otherwise.
ENDVR may charge one and a half percent (1.5%) interest per month on any amounts due and unpaid after the Payment Due Date.
8. Taxes
If ENDVR is required by applicable laws to collect taxes from Customer, Customer shall pay such taxes to ENDVR concurrent with payment of any consideration payable pursuant to this Agreement.
9. Term; Renewal; Effect of Termination
Term
This Agreement shall enter into force on the Effective Date and continue in full force until ended by the parties.
Subscription Term
Each Subscription Term renews automatically for subsequent periods of twelve (12) months. Fees are subject to increase on each anniversary by five percent (5%).
Termination for Cause
Either party may terminate this Agreement for cause upon a thirty (30)-days prior written notice of a material breach, if such breach remains uncured at the expiration of such period.
10. Confidential Information
The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes set forth in this Agreement, and shall protect such Confidential Information with at least the same degree of care and confidentiality which the Receiving Party utilizes for its own Confidential Information.
11. Personal Information
Each party shall comply with applicable laws in the collection, use and disclosure of Personal Information. The parties agree that they may not sell, use, collect or disclose Personal Information for any purpose other than as permitted in this Agreement.
12. Security Breach
Each party shall notify the other party without undue delay and no later than seventy-two (72) hours upon becoming aware of a Security Breach, providing sufficient information to allow the other party to meet its obligations to report or inform individuals or authorities.
13. Insurance
During the Term and for a period of three (3) years thereafter, each party shall obtain and maintain sufficient insurance coverage to meet its obligations under this Agreement.
14. Representations and Warranties
Each party represents and warrants to the other that:
- It has the full power and legal authority to enter into this Agreement
- Each person signing this Agreement is duly authorized to bind such entity
15. Indemnification
The Customer agrees to indemnify, defend, and hold harmless ENDVR, and its Affiliates and customers, from and against any and all third-party claims resulting from a breach of Customer warranties.
16. Limitation of Liability
Neither party will be liable to the other party for any loss of profits or special, indirect, incidental, consequential, or exemplary damages. The total liability of either party will not exceed the amounts paid or payable by Customer to ENDVR in the twelve (12) months period preceding the event which gave rise to such claim.
17. Miscellaneous
Governing Laws and Jurisdictions
This Agreement is governed by the laws applicable in the Province of Quebec, Canada. Both parties agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Quebec.
Contact Us
For questions about this Services Agreement, please contact us at [email protected].