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PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE OR CLICKING “I AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT.

 

Requuest Master Subscription Agreement

This agreement is between Requuest, and the entity or individual agreeing to these terms (Customer).

 

Software-as-a-Service. This agreement provides Customer access and usage of proprietary software as a service as specified on an order and as further outlined at: http://www.requuest.com. Requuest will provide this functionality through the Internet within a hosted server environment, application programming interface (API), mobile software application, or other Requuest approved interface under the terms below (Service).

USE OF SERVICE.

Customer Owned Data. All data uploaded by Customer and collected by the Licensed Software (defined below) remains the sole property of Customer, as between Requuest and Customer (Customer Data). Customer grants Requuest the right to use, store and modify the Customer Data solely for purposes of Requuest performing the Services under this agreement. Customer hereby warrants to Requuest that it either owns, or is a licensee, of the Customer Data and has the full requisite power and authority to grant Requuest such usage rights in the Customer Data and that there are no additional consents or approvals required for granting such usage rights. During the term of this agreement, Customer may download the Customer Data from within the Service or schedule the Customer Data to be automatically downloaded, which in each case will only be provided in csv format.

Contractor Access and Usage. Customer may authorize its employees, service providers, and other third parties to access the Services with user credentials, which access must be for the sole benefit of Customer and in compliance with this agreement. Customer is responsible for such representatives’ compliance with this agreement.

Customer Responsibilities. Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Requuest promptly of any such unauthorized access; and (iv) may use the Service only in accordance with applicable law.

Requuest Support. Requuest provides customer support for the Service under the terms of Requuest’s Customer Support Policy (Support), which is located at https://support.requuest.com and is incorporated into this agreement for all purposes.

Trial Use. If Customer has registered for a trial use of the Service, Customer may access the Service for the time period specified by Requuest. All Customer Data will be deleted 90 days after the trial period, unless Customer converts its account to a paid Service.

WARRANTY DISCLAIMER. REQUUEST DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE, and Access to the website, MAY BE INTERRUPTED OR CONTAIN AN ERROR. WHILE REQUUEST TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, REQUUEST DOES NOT GUARANTEE THAT THE SERVICE AND THE ACCESS TO THE WEBSITE CANNOT BE COMPROMISED.NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

Certain supported third-party web services or technology that the Service integrates with may be made available within the Service, if Customer has an account and agreement with the applicable third party. Requuest has no liability regarding those web services or technology, and Customer’s agreement with that third-party solely governs Customer’s access and usage of that web service or technology.

Payment. Customer must pay all fees as specified on the order, if not specified then payment is due upon receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement. If Customer does not pay the amounts due within 10 days of the due date, Requuest may suspend or terminate the Service. All amounts invoiced hereunder are due and payable as specified in the Order. Unpaid invoices are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. In addition, Customer may be responsible for any additional charges related to the collection of outstanding amounts.

MUTUAL CONFIDENTIALITY.

Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), 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 (Confidential Information). Requuest’s Confidential Information includes without limitation the Service and Licensed Software (including without limitation the Service user interface design and layout).

Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information, as can be demonstrated. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

REQUUEST PROPERTY.

Reservation of Rights. The software, workflow processes, user interface, designs, know-how, Licensed Software, and other technologies provided by Requuest as part of the Service are the proprietary property of Requuest and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Requuest. Customer may not remove or modify any proprietary marking or restrictive legends in the Service or Licensed Software. Requuest reserves all rights unless expressly granted in this agreement. Requuest may use during and after the Term all aggregate non-identifiable data in the Service for purposes of enhancing the Service, technical support and other business purposes.

Restrictions. Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity, unless otherwise provided under an order or another agreement with Requuest; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service or the Licensed Software; or (vi) access the Service or use the Licensed Software to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

Licensed Software. All agent software provided by Requuest as part of the Service (Licensed Software) is licensed to Customer as follows: Requuest grants Customer a non-exclusive, license during the Term, to download, distribute (as may require to enable Customer representatives to use the Licensed Software) and operate such software on an unlimited number of computers and networked appliances within Customer’s network environment, for use solely with the Service.

API. Requuest provides access to its application-programming interface (API) as part of the Service for no additional fee. Subject to the other terms of this Agreement,  grants Customer a non-exclusive, nontransferable, revocable license to interact with the API only for purposes of interacting with the Service as allowed by the API.

Customer may not use the API in a manner, as reasonably determined by Requuest, that exceeds reasonable request volume or constitutes excessive or abusive usage. If any of these occur, Requuest can suspend or terminate Customer’s access to the API on a temporary or permanent basis.

Requuest may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Customer, but Requuest will use commercially reasonable efforts to support the previous version of the API for at least 6 months. Requuest may add new endpoints or fields in API results without prior notice to Customer.

Requuest will maintain and provide access to an API, unless it terminates the API for all customers with notice, as it is not technically feasible or economically viable to continue granting access to the API.

The API is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. Requuest has no liability to Customer as a result of any change, temporary unavailability, suspension, or termination of access to the API.

LIABILITY LIMIT.

Exclusion of indirect Damages. REQUUEST IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; LOST PROFITS AND ANY FAILURE OF DELIVERY OF THE SERVICE).

Limit on Liability. EXCEPT FOR REQUUEST’S INDEMNITY OBLIGATIONS OR BREACH OF CONFIDENTIALITY, REQUUEST’S liability for all damages ARISING OUT OF OR RELATED TO This Agreement (WHETHER IN CONTRACT, TORT OR OTHERWISE) does not exceed the actual amount paid by CUSTOMER within the preceding 12 months UNDER THIS AGREEMENT.

Term and Termination.

Term. This agreement continues until all orders terminate.

Automatic Renewal. All orders automatically renew from year to year until terminated by either party upon at least 30 days electronic or written notice prior to the renewal date. Requuest will provide written or electronic notice of all renewals, and send an invoice, within 30 days of the renewal date.

Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement with immediate effect, if the breach has not been cured within 30 days.

Return of Customer Data.

During the term of each order, Customer may download the Customer Data in csv format.

30 days after the termination of an order, Customer will no longer have access to the Service, its account or the Customer Data.

30 Days after termination of an order, Requuest has no obligation to maintain the Customer Data and may destroy it.

Return or Destroy Requuest Property Upon Termination. Upon termination of this agreement for any reason, Customer must pay Requuest any due but unpaid amounts, and destroy or return the Licensed Software and all other property of Requuest. Customer will confirm its compliance with this destruction or return requirement in writing upon request by Requuest.

Suspension of Service for Violations of Law. Requuest may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law or any provision of this Agreement, including failure to pay the amount due to Requuest in a timely manner. Requuest will attempt to provide adequate notice.

Governing Law and Forum. This agreement is governed by the laws of the Province of Québec, Canada, without regard to conflict of law principles. Any dispute arising out of or related to this agreement may only be brought in the provincial and federal courts for Québec, Canada. Both parties consent to the personal jurisdiction of such courts and waive any claim that it is an inconvenient forum. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.

Indemnity by Requuest For Infringement.

Defense of Third Party Claims. Requuest will defend or settle any third party claims against Customer alleging that the Service (not related to Customer Data) used in accordance with this agreement violates a copyright, patent, trademark or other intellectual property right, if Customer:

Promptly notifies Requuest of the claim in writing;

Cooperates with Requuest in the defense; and

Allows Requuest to solely control the defense or settlement of the claim.

Requuest will pay infringement claim defense costs, and Requuest negotiated settlement amounts, and court awarded damages.

Remedies. If such a claim appears likely, then Requuest may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If Requuest determines that none of these are reasonably available, then Requuest will terminated the Service and provide a refund of any prepaid and unused amounts.

Exclusions. Requuest has no obligation for any claim arising from:

Requuest’s compliance with Customer’s designs, specification, instructions, or technical information;

Modifications made other than by Requuest;

A combination of the Service with other technology where the infringement would not occur but for the combination; or technology not provided by Requuest.

This section contains Customer’s exclusive remedies and Requuest’s sole liability for intellectual property infringement claims.

MISCELLANEOUS.

Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.

Entire Agreement and Changes. This agreement and each order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.

Electronic Notice. For purposes of service messages and notices about the Services, Requuest may place a notice across its pages to alert Customer of important notices. Alternatively, notice may consist of an email to an email address associated with Customer’s account. Customer understands that Requuest has no liability associated with Customer’s failure to maintain accurate contact or other information.

No Assignment. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party.

Independent Contractors. The parties are independent contractors with respect to each other.

Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.

No Additional Terms. Requuest rejects additional or conflicting terms of any Customer form or purchasing document.

Order of Precedence. If there is an inconsistency between this agreement and an order, the order prevails.

Survival of Terms and no CISG. Any terms that by their nature survive termination or expiration of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.

Export Control. Each party must comply with the export control laws of Canada and other applicable countries.