* The online version of this document is provided for convenience. If executed Subscription Agreement differs from this document, executed Subscription Agreement supersedes this document.
This SUBSCRIPTION AGREEMENT (“Agreement”) sets forth the general relationship between Plurilock Security Solutions Inc., a Canadian corporation with its principal place of business located at 330, 702 Fort St, Victoria, BC V8W 1H2 (where this Agreement is governed by the laws of British Columbia, Canada) (“Plurilock” or “Company”) , and the subscribing entity (“Subscriber”, “You” or “Your”) listed in the online order form (“Order” or “Order Form”).
The effective date (“Effective Date”) of this Agreement is shown on the Order Form during the creation of Your subscription.
The totality of the Agreement comprises entirely, exclusively, and only the terms and conditions set forth herein in SCHEDULE “A” and SCHEDULE “B” and in the Order Form submitted during the creation of Your subscription.
The duration(s) of the Agreement (“Term “and “Renewal Term”) are set forth in the related Order Form document.
As a condition of any and all use of Plurilock software, systems, resources, services, support, or other Plurilock material or human assets of any kind, You agree that You have read and understood the terms of this Agreement and set forth in the Order Form and in SCHEDULE “A” and in SCHEDULE “B” inclusive. You further represent to Plurilock that You are entering into this Agreement on Your own behalf, or that if You are entering into this Agreement on behalf of a company or other legal entity, You have the authority to bind such company or legal entity to this agreement.
TERMS AND CONDITIONS (SCHEDULE “A”)
Capitalized terms shall have the meanings set forth in the Order Form, this Section 1 or as otherwise defined elsewhere in this Agreement.
1.1. “Affiliate” shall mean with respect to a company, any corporation, partnership or other entity that, directly or indirectly, owns, is owned by, or is under common ownership with such company for so long as such ownership exits. For the purpose of the foregoing, “own”, “owned” or “ownership’’ shall mean holding ownership of , or the right to vote , more than fifty(50) percent of the voting stock or ownership interest entitled to elect a board of directors or comparable managing authority.
1.2. “Confidential Information” means any material or information relating to a Party’s research, development, products, product plans, services, clients, customer lists, markets, software, deliverables, developments, documentation, inventions, processes, formulas, price lists, technologies, designs, drawings, marketing, finances, or other business information or trade secrets that such disclosing Party treats as proprietary or confidential. Without limiting the foregoing, the Service, any material or information relating to the Service, documentation, inventions, pricing or other business information of Plurilock shall constitute Confidential Information of Plurilock.
1.3. “Customer” means a direct customer of Subscriber where Subscriber is a Managed Service Provider;
1.4. “Documentation” means Plurilock’ s standard user manuals and/or related documentation delivered by Plurilock with the Service, as may be updated by Plurilock from time to time.
1.5. “End User” means an employee, contractor or agent of Subscriber or (where Subscriber is a Managed Service Provider) its Customer(s) who is authorized by Subscriber to use the Service.
1.6. “Fees” means the fees specified in the Order.
1.7. “Intellectual Property Rights” means all rights in any invention, discovery, improvement, utility model, patent, copyright, trademark, industrial design or mask work right, and all rights of whatsoever nature in computer software and data, Confidential Information, trade secrets or know-how, and all intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world whether or not registered, and will include all rights in any applications and granted registrations for any of the foregoing rights;
1.8. “Managed Service Provider” or “MSP” means a Subscriber that remotely manages its customer’s IT infrastructure and/or end-user systems;
1.9. “Parties” shall mean Plurilock and Subscriber collectively and “Party” means either of them.
1.10. “Service” means the software as a service which Subscriber are subscribing for under the Order;
1.11. “Subscriber Data” means all data uploaded by Subscriber and/or its Customers (if applicable) and/or its End Users’ in the use of the Service.
1.12. “User Subscriptions” means the number of individual End Users who may access the Service.
2. LICENSE TERMS
2.1. Permitted Use Subject to compliance with all the terms and conditions of this Agreement and in consideration of the Fees paid, Plurilock shall make the Service available to Subscriber and hereby grants to Subscriber a limited, non-transferable, non-sublicensable and non-exclusive license to access and use:
- The Service for use by no more than the number of User Subscriptions purchased and for only that period specified in the Order; and
- the Documentation provided therewith, solely for Subscriber’s (and, if Subscriber is an MSP, its Customer’s) own internal business purposes and subject to such other restrictions as may be set out in the Order. Subscriber shall not use the Service or Documentation, in whole or in part, on behalf of or for the benefit of any other person except as expressly provided herein or as agreed in the Order executed by both Parties.
2.2. Reservation of Rights. The rights and licenses granted under this Agreement are only as expressly set forth herein. No other license or right is or will be deemed to be granted, whether by implication, estoppel, inference or otherwise, by or as a result of this Agreement or any conduct of either Party under this Agreement. Plurilock and its licensors shall retain all right, title, and interest (including all Intellectual Property rights) in, to, and under the Service. Subscriber shall not seek to obscure or remove from the Service any copyright, trademark, confidentiality, or other proprietary notices of Plurilock or its licensors. In addition, Subscriber shall follow good proprietary rights practices and procedures to protect Plurilock and its licensor’s rights, including practices and procedures that are no less than those may Subscriber follows to protect its own proprietary rights.
2.3. Restrictions. Subscriber shall not: (i) disassemble, reverse translate, decompile modify, adapt, alter, translate or creative derivative works of the Service in whole or in part or in any other manner decode the Service except to the extent that the foregoing restriction is expressly prohibited by applicable law notwithstanding a contractual obligation to the contrary; (ii) merge the Service with other software; (iii) unless Subscriber is a Managed Service Provider, use the Service to support any third parties, whether through a services engagement, outsourcing, service bureau, time-sharing, ASP or otherwise; (iv) assign, sublicense, sell, lease or otherwise transfer or convey, or pledge as security or otherwise encumber the rights in the Service granted by Plurilock in this Agreement; (v) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service; or (vi) use the Service or Documentation except as authorized by this Agreement.
2.4. User Accounts. User accounts are for use by End Users only and cannot be shared or used by more than one person. User accounts may be reassigned to new End Users replacing former End Users who are no longer accessing the Service.
3. USE OF THE SERVICE.
3.1. Plurilock Responsibilities. Plurilock shall: (i) in addition to its confidentiality obligations hereunder, not use or modify the Subscriber Data (except for the purposes of performing its obligations or exercising its rights under this Agreement) or disclose the Subscriber Data to anyone other than Subscriber and its applicable Users; (ii) use commercially reasonable efforts to maintain the security and integrity of the Service and the Subscriber Data; and (iii) use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime; or (b) any unavailability caused by circumstances beyond Plurilock’ s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Plurilock employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Plurilock’ s possession or reasonable control, and denial of service attacks.
3.2. Subscriber Responsibilities. Subscriber is responsible for all activities that occur in User accounts and for its employees’, contractors’, customers’ and agents’ compliance with this Agreement. Subscriber shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Data, including ensuring that Subscriber has obtained necessary consents, and made any necessary disclosures to enable Plurilock to perform its obligations under(if any) required under applicable laws this Agreement; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify Plurilock promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.
3.3. Use Guidelines. Subscriber shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as required to provide the Service to End Users as contemplated by this Agreement; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; or (v) use the Service in violation of any laws, including any laws related to privacy and the protection of personal information.
4. FEES AND PAYMENTS.
4.1. Fees Payable. Subscriber shall pay to Plurilock the Fees on the terms set forth in the Order. Any and all amounts due hereunder shall be paid in US Dollars and shall be due on within 30 days after the date of any invoice submitted by Plurilock to Subscriber. All payments will be made by Subscriber without recoupment, deduction or set-off.
4.2 Invoicing and Payment.
- Monthly subscriptions under $2,500 per month: Subscriber will provide Plurilock with valid and updated credit card information. If the Subscriber provides credit card information to the Company, the Subscriber authorizes Plurilock to charge such credit card for all the Service listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, in accordance with any billing frequency stated in the applicable Order Form.
- Monthly subscriptions equal or greater $2,500 per month: Plurilock will invoice Subscriber in advance as specified in the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. The Subscriber is responsible for providing complete and accurate billing and contact information to Plurilock and notifying the Company of any changes to such information.
4.2. Taxes. All amounts payable under this Agreement shall exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges. Subscriber will be responsible for payment of all such taxes (other than taxes based on Plurilock’ s income), fees, duties and charges. Subscriber will make all payments required hereunder to Plurilock free and clear of, and without reduction for, any withholding taxes.
4.3. Late Charges. Plurilock reserves the right to charge, and Subscriber agrees to pay, a late charge equal to 1½% per month or the highest amount permitted by law, whichever is the lesser, on any amount that is not paid by the due date in accordance with Sections 4.1 and 4.2 above.
4.4. Auditing Rights. Plurilock shall have the right to use the capabilities of the Service to confirm the number of Users using the Service and Subscriber’s compliance with this Agreement.
4.5. Suspension of Service. If Subscriber’s account is thirty (30) days or more overdue, then in addition to any of its other rights or remedies, Plurilock shall have the right to suspend the Service provided to Subscriber and/or delivery of any additional Professional Services, without liability to Subscriber, until such amounts are paid in full.
4.6. Fee Changes. At the end of the Initial Term or any Renewal Term, Plurilock may change, in its sole discretion, any fees, upon sixty (60) days prior written notice to Subscriber and such revised prices shall become applicable to Subscriber at the start of the next Renewal Term.
5. PROPRIETARY RIGHTS.
5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Plurilock reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.
5.2. Subscriber Data. As between Plurilock and Subscriber, Subscriber exclusively owns all rights, title and interest in and to all Subscriber Data. Subscriber Data is deemed Subscriber’s Confidential Information under this Agreement. Plurilock shall not access Subscriber’s End User accounts, including Subscriber Data, except to respond to service or technical problems or at Subscriber’s request or as necessary for the operation of the Service or billing. Subscriber hereby grants Plurilock a non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), irrevocable, worldwide, royalty-free, fully paid-up license for the Term (and for thirty (30) days thereafter) to use the Subscriber Data as reasonably required to provide the Service. The forgoing license shall include the right for Plurilock to use and copy the Customer Data for the purpose of creating aggregated and anonymized statistical analytics in respect to Service use and other Service and User parameters and characteristics (“Aggregated Statistics”). Plurilock shall own all Aggregated Statistics created from the Subscriber Data
5.3. Suggestions. Plurilock shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or its Users relating to the operation of the Service. For greater certainty, Plurilock shall have no obligation to modify the Service to implement any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber or its Users.
6.1. Ownership of Confidential Information. The Parties acknowledge that during the Term of this Agreement, each Party will have access to certain of the other Party’s Confidential Information. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party and shall, as between the Parties, remain the sole property of the disclosing Party or such third party.
6.2. Confidentiality Obligations. Unless otherwise set forth in an Agreement, each Party (as “Receiving Party”) agrees: (a) to use the Confidential Information provided to it by the other Party (“Disclosing Party”) only for the purposes described herein; (b) that it will not reproduce the Disclosing Party’s Confidential Information and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) that it will not create any derivative work from Disclosing Party’s Confidential Information; (d) to restrict access to the Disclosing Party’s Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; or (e) to return or destroy all Confidential Information of the Disclosing Party in its possession upon termination or expiration of this Agreement.
6.3. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 6.1 and 6.2 shall not apply to Confidential Information that: (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the Receiving Party; (c) is rightfully communicated to the Receiving Party by persons not bound by confidentiality obligations with respect thereto; (d) can be demonstrated to have already been in the Receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) can be demonstrated to have been independently developed by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information; or (f) is approved for release or disclosure by the Disclosing Party without restriction. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party shall first have given written notice to the Disclosing Party and made a reasonable effort to obtain a protective order.
6.4. Injunctive Relief. Because of the unique nature of the Confidential Information, Receiving Party understands and agrees that the Disclosing Party may suffer irreparable harm in the event that Receiving Party fails to comply with any of its obligations set forth in this Section 3 and that monetary damages may be inadequate to compensate Disclosing Party for such breach. Accordingly, Receiving Party agrees that Disclosing Party, in addition to any other remedies available to it at law or in equity for actual damages, shall be entitled to injunctive relief to enforce the terms of this Agreement.
7. WARRANTIES AND DISCLAIMERS
7.1. Software Warranty. Plurilock warrants and represents to Subscriber that for the Term the Service shall operate in substantial conformity with the Documentation. Plurilock shall have no obligation with respect to a warranty claim unless notified of such claim during the Term.
7.2. Warranty Disclaimer. EXCEPT AS PROVIDED IN SECTION 7.1, TO THE GREATEST EXTENT PERMITTED BY LAW, THE SERVICE IS LICENSED BY PLURILOCK TO END USERS “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THE SERVICE OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. PLURILOCK, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE.
NEITHER PLURILOCK NOR ITS LICENSORS MAKE ANY REPRESENTIONS OR PROVIDE ANY WARRANTIES OR CONDITIONS THAT THE SERVICE SHALL MEET ANY OR ALL OF END USER’S PARTICULAR REQUIREMENTS, THAT ALL ERRORS OR DEFECTS IN THE SERVICE CAN BE FOUND OR CORRECTED. NEITHER PLURILOCK NOR ANY OF ITS LICENSORS MAKE ANY REPRESENTIONS OR PROVIDE ANY WARRANTIES OR CONDITIONS THAT THE SERVICE WILL PROVIDE SUITABLE NOTIFICATION TO NOTIFY END USER OF INTRUSION BY UNAUTHORISED PERSONNEL, ALLOW OR ENABLE ANY PERSONS TO AVOID BODILY INJURY OR DEATH OR PREVENT ANY DAMAGE TO TANGIBLE, INTANIGIBLE, OR REAL PROPERTY. THE SERVICE SHOULD BE USED IN ADDITION TO AND NOT REPLACE OTHER PHYSICAL SECURITY SYSTEMS.
8. LIMITATION OF LIABILITY
EXCEPT FOR DAMAGES ARISING FROM A BREACH OF SECTION 2 (LICENSE TERMS) OR SECTION 6 (CONFIDENTIAL INFORMATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLURILOCK’S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE GREATER OF: (I) ONE HUNDRED THOUSAND DOLLARS (U.S. $100,000.00); OR (II) THE TOTAL AMOUNT OF ALL FEES HAVING BEEN PAID BY END USER TO PLURILOCK PURSUANT TO THIS AGREEMENT DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE
The disclaimer of warranty, limited warranty, exclusive remedies and limited liability set out herein are fundamental of the basis of the bargain between Plurilock and Subscriber, and Subscriber acknowledges and agrees that Plurilock would not be able to provide the Service for the fees charged without such limitations.
9. TERM AND TERMINATION
9.1. Term of this Agreement. This Agreement shall remain in effect from the Effective Date for the Term
9.2. Termination. Either Party may terminate this Agreement as follows:
- effective immediately in the event of a party’s failure to comply with any of the provisions of this Agreement if after thirty (30) days written notice such failure remains uncured;
- effective immediately upon receipt of written notice to that effect if a party has breached its obligations of confidentiality or any Intellectual Property Right of Plurilock; or
- effective immediately upon receipt of written notice to that effect if Subscriber (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether voluntary or involuntary, which is not resolved favorably to the Subscriber within ninety (90) days of commencement thereof; or (iii) has a receiver appointed in respect of the whole or a substantial part of the Subscriber’s assets.
9.3. Effects of Termination. Upon termination by Plurilock, Subscriber shall promptly:
- Remit all outstanding payments due and owing hereunder; and
- Return or destroy (at Plurilock’ s discretion) all Confidential Information and all copies, summaries and extracts thereof, retaining no copies or partial copies.
9.4. Survival. Any provision of this Agreement which is required to ensure that the Parties fully exercise their rights and their obligations hereunder shall survive any termination or expiration unless and until waived expressly in writing by the party to whom they are of benefit.
10.1. Subject to Section 10.2 and 10.3 below, Plurilock shall indemnify and hold harmless Subscriber and its officers, directors, employees and agents (the “Indemnified Parties”) from and against all third party claims that the Service infringes any copyright, patent right, trade secret right, or other intellectual property right (“Claim”) provided that such claim is not due to the combination of the Service with any other software, data or products not provided by Plurilock, which claim would have been avoided if the Service had not been so combined.
10.2. In the event that the Service is, or in Plurilock’ s opinion is likely to be, enjoined or subject to a Claim, Plurilock, at its option and expense, may (a) replace the Licensed Software with functionally equivalent non-infringing Service or (b) obtain a license for Subscriber’s continued use of the Service, or, if the foregoing alternatives are not reasonably available to Plurilock, (c) terminate this Agreement and refund any sums prepaid for the unused license term, if any.
10.3. Subscriber shall promptly notify Plurilock in writing of a Claim and provide Plurilock with reasonable assistance in the defense of the claim at Plurilock’ request and expense. Plurilock shall have sole defense of the Claim but Subscriber may participate with counsel of its own choosing at its own expense.
10.4. THE FOREGOING IS PLURILOCK’S SOLE AND EXCLUSIVE LIABILITY, AND THE INDEMNIFIED PARTIES’ SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
Subject to the terms and conditions of this Agreement, Plurilock will provide support according to the terms of SCHEDULE “B” below unless terms outlined under SCHEDULE “B” are explicitly superseded by further support agreement(s) between the parties.
12.1. Notices. All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the Parties to this Agreement and sent to the address set forth above or addressed to such other address as that Party may have given by written notice in accordance with this provision. All notices sent by Reseller to Plurilock must be sent to the attention of “Legal Services.”
12.2. Changes to Agreement. Plurilock reserves the right, in its sole discretion, to make any changes to the Agreement that it deems necessary, desirable or useful. In the event that such changes to the terms of the Agreement, the Company shall provide written notice to the Subscriber of such changes and such changes shall become effective thirty (30) days following such notice unless the Subscriber notifies Plurilock of its desire to terminate the Agreement within such thirty (30) day period, in which case this Agreement shall terminate as of the end of such thirty (30) day period.
12.3. Assignment. Subscriber may not assign its rights or delegate its obligations under this Agreement without Plurilock’ s prior written consent and, absent such consent, any purported assignment or delegation by Subscriber shall be null, void and of no effect. Plurilock may assign this Agreement to any party that acquires all or substantially all its related business by merger, sale of stock or assets, or otherwise or to an affiliate of Plurilock. This Agreement shall be binding upon and inure to the benefit of Plurilock and Subscriber and their permitted successors and assigns.
12.4. Independent Contractors. Subscriber and Plurilock acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, agency, partnership, employment relationship or franchise between them, and that the Parties are acting as independent contractors in making and performing under this Agreement.
12.5. Amendment; Waiver. No amendment to this Agreement shall be valid unless made in writing and signed by an authorized representative of each Party. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought.
12.6. U.S. Government End Users. If the Products are acquired by or on behalf of a U.S. Government civilian agency, such agency acquires this commercial computer software and/or commercial computer software documentation, both as defined by 48 C.F.R. 2.101, subject to the terms of Plurilock’ s commercial software license agreement per 48 C.F.R. 12.212 (Computer Software) and its successors. If the Products are acquired by or on behalf of a U.S. Government defense agency within the Department of Defense, such agency acquires this commercial computer software and/or commercial computer software Documentation, both as defined by 48 C.F.R. 252.227-7014, subject to the terms of Plurilock’ s commercial software license agreement per 48 C.F.R. 227.7202 and its successors.
12.7. Severability. If any provision of this Agreement is invalid or unenforceable for any reason, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction.
12.8. No Third-Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the Parties, their permitted successors and assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
12.9. Publicity. Subscriber agrees that Plurilock may include Subscriber’s name in a general list representative of Plurilock’ s customers and use Subscriber’s corporate name and logo in Plurilock’ s marketing materials, including identification on the Plurilock website and, subject to Subscriber’s review, issue a press release indicating that Subscriber has elected to use Plurilock products and services.
12.10. Headings. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
12.11. Law. This Agreement shall be governed by, be construed and have exclusive jurisdiction, in accordance and with the laws in Vancouver, British Columbia, Canada.
12.12. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither Party shall be bound by any conditions, inducements or representations other than as expressly provided for herein.
SUPPORT TERMS AND CONDITIONS (SCHEDULE “B”)
Plurilock shall provide support to Subscriber for the Service pursuant to the terms and conditions set forth below.
1.1 Technical Support. Plurilock will, during its regular business hours, provide e-mail support in the form of a helpdesk application included in the Service. Response will be provided within two (2) business days of receipt by Plurilock of a question or fault report.
1.2 Telephone Support. Plurilock will, during its regular business hours, provide telephone support to Subscribers as a backup measure, if the Service helpdesk application is unavailable.
1.3 Fault Reports. Plurilock will be considered to have been informed of a fault when Plurilock has actually received a fault report by e-mail or telephone.
1.4 Remedy of Faults. If a serious fault is reported, Plurilock will first provide advice about how to work around the fault. If there are no work arounds for a fault, then the fault will be corrected. Less serious faults will be corrected in a subsequent Service software release.
1.5 Updates and New Releases. Plurilock shall install updates and new releases of the Service software when such updates and new releases are ready for general availability.
1.6 Documentation. Plurilock shall supply documentation in electronic form in connection with the general availability of new versions of the Service software.
2. RESPONSIBILITY AND UNDERTAKINGS OF THE SUBSCRIBER
In order to enable Plurilock to diagnose faults, Subscriber shall, as far as possible, supply documentation and other relevant information on faults being reported by Subscriber. Subscriber shall appoint a contact who shall be responsible for handling all interactions with Plurilock.
3. LIMITATIONS ON SUPPORT
3.1 Support Obligation for the Service. Plurilock is only obliged to provide support to the latest version of the Service. The total support time covered by the Fees is limited to ten (10) hours per calendar year. Extra support time may be purchased.
3.2 Exclusions. Support shall not include the diagnosis and rectification of any fault resulting from or in respect to:
- The use of the Service for a purpose for which it was not licensed;
- Rectification of lost or corrupted data arising for any reason other than a Service fault;
- Loss or damage caused directly or indirectly by Subscriber operator error or omission;
- Network or other hardware infrastructure that may be used in or in connection with the provision of the Service;
- Any software that was not developed by Plurilock.