1 Term of the Agreement

 The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party

2 Definitions

User Any user account indicated as active in the Software, with access to creation and/or edition mode. Deactivated user accounts are not counted as Users. 

App An “App” is a specialized group of features available for installation in the Software. 

Bug Is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of FiberDock Inc. (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore). 

Covered Versions Unless specified otherwise, the Services provided under this Agreement are applicable only to the Covered Versions of the Software, which include the  most recently released major version. 

Subscription Plan A Subscription Plan defines an App, features and hosting solutions covered by this Agreement, and is defined in writing at the conclusion of this Agreement.

3 Access to the Software

The Cloud Platform is hosted and fully managed by FiberDock Inc and accessed remotely by the Customer. For the duration of this Agreement, FiberDock Inc gives the Customer a non-exclusive, non-transferable license to use (execute, modify, execute after modification) the FiberDock Inc software, under the terms set forth in 9 Appendix A: FiberDock License.  FiberDock Inc commits not to disclose individual or named figures to third parties without the consent of the Customer, and to deal with all collected data in compliance with its official Privacy Policy, published at https://www.fiberdock. ca/privacy. Upon expiration or termination of this Agreement, this license is revoked immediately and the Customer agrees to stop using the FiberDock Inc software and the Cloud Platform. Should the Customer breach the terms of this section, the Customer agrees to pay FiberDock Inc an extra fee equal to 300% of the applicable list price for the actual number of Users.

4 Services

4.1 Bug Fixing Service 

For the duration of this Agreement, FiberDock Inc. commits to making all reasonable efforts to remedy any Bug of the Software submitted by the Customer through the web form or by e-mail,  and to start handling such Customer submissions within 2 business days. As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. Both parties acknowledge that as specified in the license of the Software and in the 7.3 Limitation of Liability section of this Agreement, FiberDock Inc. cannot be held liable for Bugs in the Software. 

4.2 Support Services Scope 

For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or guidance with respect to the use of the standard features of the Software. Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of FiberDock Inc. Availability Tickets can be submitted via the web form  

5 Charges and Fees

5.1 Standard charges 

The standard charges for the FiberDock Inc. subscription and the Services are based on the number of Users and the Subscription Plan used by the Customer, and specified in writing at the conclusion of the Agreement. When during the Term, the Customer has more Users or uses features that require another Subscription Plan than specified at the time of conclusion of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the time of the deviation from the specified number of Users or Subscription Plan) for the additional Users or the required Subscription Plan, for the remainder of the Term. 

5.2 Renewal charges 

Upon renewal as covered in section 1 Term of the Agreement, if the charges applied during the previous Term are lower than the most current applicable list price, these charges will increase by up to 7%. 

5.3 Taxes 

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when FiberDock Inc. is legally obliged to pay or collect Taxes for which the Customer is responsible.

6 Conditions of Services

6.1 Customer Obligations 

The Customer agrees to: 

• Pay FiberDock Inc any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract 

6.2 No Soliciting or Hiring 

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of CAD ($) 50 000.00 (fifty thousand dollars). 

6.3 Publicity 

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials. 

6.4 Confidentiality 

Definition of “Confidential Information”: All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential. 

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law. 

6.5 Data Protection 

Definitions 

“Personal Data”, “Controller”, “Processing” take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”) 

Processing of Personal Data 

The parties acknowledge that the Customer’s database may contain Personal Data, for which the Customer is the Controller. This data will be processed by FiberDock Inc when the Customer instructs so, by using any of the Services that require a database, or if the Customer transfers their database or a part of their database to FiberDock Inc for any reason pertaining to this Agreement. This processing will be performed in conformance with Data Protection Legislation. In particular, FiberDock Inc. commits to: 

• only process the Personal Data when and as instructed by the Customer, and for the purpose of performing one of the Services under this Agreement, unless required by law to do so, in which case FiberDock Inc. will provide prior notice to the Customer, unless the law forbids it ; 
• ensure that all persons within FiberDock Inc. authorized to process the Personal Data have committed themselves to confidentiality ; 
• implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure ; 
• forward promptly to the Customer any Data Protection request that was submitted to FiberDock Inc. with regard to the Customer’s database ; 
• notify the Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data ; 
• notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of FiberDock Inc.; 
• permanently delete all copies of the Customer’s database in possession of FiberDock Inc., or return such data, at the Customer’s choice, upon termination of this Agreement, subject to the delays specified in FiberDock Inc.’s Privacy Policy (https://fiberdock.ca/privacy) ; 

With regard to points (d) to (f), the Customer agrees to provide FiberDock Inc. with accurate contact information at all times, as necessary to notify the Customer’s Data Protection responsible. 

6.6 Termination 

In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party. Further, FiberDock Inc. may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders. 

Surviving Provisions: The sections “6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement.

7 Warranties, Disclaimers, Liability

7.1 Warranties 

FiberDock Inc. owns the copyright or an equivalent on 100% of the code of the Software, and confirms that all the software libraries required to use the Software are available under a licence compatible with the licence of the Software. 

For the duration of this Agreement, FiberDock Inc. commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that: 

• the Customer’s computing systems are in good operational order; 
• the Customer provides adequate troubleshooting information and any access that FiberDock Inc. may need to identify, reproduce and address problems; 
• all amounts due to FiberDock Inc. have been paid. The Customer’s sole and exclusive remedy and FiberDock Inc.’s only obligation for any breach of this warranty is for FiberDock Inc. to resume the execution of the Services at no additional charge. 

7.2 Disclaimers 

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. FiberDock Inc. does not warrant that the Software complies with any local or international law or regulations. 

7.3 Limitation of Liability 

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation. In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort or otherwise, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose. 

7.4 Force Majeure 

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist

8 General Provisions

8.1 Governing Law 

This Agreement and all Customer orders will be subject to Canadian law. 

8.2 Severability 

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.

9 Appendix A: FiberDock Inc License

FiberDock Inc. License v1.0 

This software and associated files (the "Software") can only be used (executed, modified, executed after modifications) with a valid FiberDock Inc. Subscription for the correct number of users. 

It is forbidden to publish, distribute, sublicense, or sell copies of the Software or modified copies of the Software. 

The above copyright notice and this permission notice must be included in all copies or substantial portions of the Software. 

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.