CyberQP Terms & Conditions

Terms and Conditions

This Cloud and SaaS Services Agreement (this “Agreement“) is a binding contract between the purchasing party (“Customer“, “you“, or “your“) and QUICKPASS SOFTWARE INC. (“Provider“, “we“, or “us“). This Agreement governs your access to and use of the monthly subscriptions and yearly subscriptions for Cloud and SaaS Services.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK THE [“ACCEPT AND SIGN”] CHECKBOX ON THE ORDER FORM. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE [“ACCEPT AND SIGN”] CHECKBOX ON THE ORDER FORM OR BY ACCESSING OR USING THE CLOUD SERVICES (the “Effective Date“). BY CLICKING ON THE [“ACCEPT AND SIGN”] CHECKBOX ON THE ORDER FORM OR BY ACCESSING OR USING THE CLOUD SERVICES YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION; AND (C) ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.

1. Definitions

a. “Aggregated Statistics” has the meaning set forth in Section 2(e).

b. “Authorized User” means an individual, whether an employee, consultant, contractor, or agent of the Customer: (i) who is authorized by Customer to access and use the Cloud and SaaS Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Cloud and SaaS Services has been purchased hereunder.

c. “Cloud and SaaS Services” means the services provided by Provider to you in accordance with an applicable Order Form, as detailed on Provider’s website, and subject to the terms and conditions of this Agreement.

d. “Customer” means either a direct customer of Provider who manages the Cloud and SaaS Services, subject to the terms and conditions of this Agreement: (i) on its own behalf, or contracts with a third-party to manage the Cloud and SaaS Services on its behalf; or (ii) on behalf of its own clients.

e. “Customer Data” means information, data, and other content, in any form or medium that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud and SaaS Services.

f. “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Software and Cloud and SaaS Services provided by Provider to Customer in electronic form, or made available on Provider’s website.

g. “Order Form” means any written or electronic document which includes the product and services, pricing, payment terms, and any other details for the Customer to sign, acknowledge, or agree to (physically or electronically), and which may include submissions from Provider’s website, online portal, or authorized third-party website.

h. “Provider IP” includes, in addition to the Cloud and SaaS Services, Software, Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing.

i. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Cloud and SaaS Services.

2. Access and Use

a. Provision of Access. Subject to and conditioned upon Customer’s payment of Fees (defined below), in accordance with the terms of Section 5, and compliance with all other terms and conditions of this Agreement, Provider hereby grants you a subscription to access and use the Cloud and SaaS Services during the Term (defined below) solely for your internal business operations by Authorized Users in accordance with the terms and conditions of this Agreement. Provider shall make available to you the necessary passwords and access credentials to allow you to access the Cloud and SaaS Services. Customer acknowledges and agrees that its Authorized Users may include third-party consultants, contractors, and agents Customer engages with to implement and manage the Cloud and SaaS Services as set forth herein, and subject to the terms and conditions of this Agreement. For the avoidance of doubt, such users shall have no greater access rights than Authorized Users hereunder, and Customer remains liable for all actions and ensuring the proper access and use of the Cloud and SaaS Services by any such personnel.

b. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Cloud and SaaS Services.

c. Downloadable Software. Your use of the Cloud and SaaS Services may require or include downloadable software. Provider grants you a revocable, non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use downloadable software we provide as part of the Cloud and SaaS Services (“Software”) for the applicable subscription term. Any Third-Party Products that consist of downloadable software are subject to the terms of Section 3(e).

d. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Cloud and SaaS Services, Software, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not, at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Cloud and SaaS Services, Software, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud and SaaS Services, Software, or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access, in whole or in part, to the Cloud and SaaS Services, Software, or Documentation; (iv) remove any proprietary notices from the Cloud and SaaS Services, Software, or Documentation; (v) use the Cloud and SaaS Services, Software, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws, regulations, or rules; or (vi) training artificial intelligence (AI) or machine learning models, data scraping, crawling, or automated data extraction, of any kind and by any method.

e. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Cloud and SaaS Services and collect and compile data and information related to Customer’s use of the Cloud and SaaS Services to be used by Provider in an aggregated and anonymized manner, including, but not limited, to compile statistical and performance information related to the provision and operation of the Cloud and SaaS Services (“Aggregated Statistics“). As between Provider and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data input into the Cloud and SaaS Services. You agree that Provider may: (i) make Aggregated Statistics publicly available in compliance with applicable law; and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that, for either use, such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

f. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third-party any intellectual property rights or other right, title, or interest in or to the Provider IP.

g. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Cloud and SaaS Services if: (i) Provider reasonably determines that: (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Cloud and SaaS Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Cloud and SaaS Services; or (iii) in accordance with applicable law (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension“). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Cloud and SaaS Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Cloud and SaaS Services as soon as reasonably possible after the event giving rise to the Cloud and SaaS Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

h. Monitoring; Auditing. Customer understands that the Software is programmed to track the number of deployed copies of the Software, authorized devices, logins, and other usage-related data, and Customer consents to such tracking and shall not engage in any activity designed to circumvent or obstruct, or which has the effect of circumventing or obstructing, the Software’s tracking capabilities. Customer grants Provider the right to monitor its and any of its Authorized Users’ usage and to, upon reasonable written notice, audit Customer’s books, records, and accounts, at Provider’s expense, during Customer’s normal business hours, to verify compliance with this Agreement, and Customer agrees to make available to Provider or its representatives any records pertaining to this Agreement. If any audit reveals that any additional amounts are owed to Provider in excess of five percent (5%) of the total Fees paid during the audited time period, then such owed amounts will be due immediately upon request and the cost of such audit shall be reimbursed by Customer. Furthermore, in the event that Customer uses any Software other than as licensed under this Agreement (or under any other agreement executed by the parties), then, in addition to any other remedies available to Provider, Customer agrees to pay Provider the then-current Fees immediately upon request.

3. Customer Responsibilities

a. Acceptable Use. The Cloud and SaaS Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in this Agreement. You and your Authorized Users will comply with all terms and conditions of this Agreement, all applicable laws, regulations, or rules.

b. Account Use. You are responsible and liable for all uses of the Cloud and SaaS Services, Software, and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you. You shall use reasonable efforts to make all Authorized Users aware of the terms and conditions of this Agreement, as applicable to such Authorized User’s use of the Cloud and SaaS Services, and shall cause Authorized Users to comply with such terms and conditions.

c. Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Cloud and SaaS Services to Customer. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement, or any applicable laws, regulations, or rules. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

d. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Cloud and SaaS Services confidential. You will not sell or transfer them to any other person or organization. You will promptly notify us about any unauthorized access to your passwords or access credentials. For the avoidance of doubt, all accounts are per credential, unique to each Authorized User, and sharing of any kind or joint use by one or more than one individual is expressly prohibited.

e. Testing. You may perform non-destructive third-party vulnerability and penetration testing, no more than once per calendar year. Testing cannot include DOS, unauthorized system changes, etc., and in any event, you must first reach out to security@cyberqp.com, no less than thirty (30) days in advance, to provide disclosure of the dates and times of such testing, the IP address of such tester(s), and any other information requested by Provider.

f. Third-Party Products. The Cloud and SaaS Services or Software may include access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Cloud and SaaS Services or Software by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

4. Service Levels and Support

a. Support. During the Term of this Agreement, and so long as the applicable Fees have been paid, Provider or any of its affiliates will use commercially reasonable efforts to provide the Customer with support and maintenance services, as set forth and accessible within the Cloud and SaaS Services or on Provider’s website, for the Cloud and SaaS Services and the Software to ensure they are operating and in working order. For the avoidance of doubt, Provider is not responsible for providing support to any client of the Customer if the Customer is managing the Cloud and SaaS Services on behalf of its own clients.

b. Response Time. The Provider will make commercially reasonable efforts to respond to support tickets as soon as possible within a maximum of twenty-four (24) hours. For emergencies, phone support is available for faster response times.

c. Third-Party Vendors. For the avoidance of doubt, Provider shall not be responsible to you for support under this Section 4 for challenges, interruptions, disputes, errors, or similar caused issues or interruptions, in full or in part, caused by its third-party vendors.

5. Fees and Credit Card Payment

a. Fees. Customer is responsible for, and shall pay Provider, all amounts due under this Agreement, in US dollars, on or before the due date(s) and pursuant to any reporting or other requirements set forth in an applicable Order Form (“Fees“). For the avoidance of doubt, Customer shall make pay Provider in accordance with the payment method set forth in an applicable Order Form.

b. ACH and Credit Card Authorization. Until all Fees have been paid in full, Customer agrees to keep, at all times, its payment information current, and authorizes Provider to charge such payment method, whether ACH, wire or credit card, as provided by Customer, to pay all Fees.

c. Late Payments. If Customer fails to make any payment of Fees when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past Fees due amount at the rate of eighteen percent (18%) per annum or the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late Fees or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for sixty (60) days or more, Provider may suspend, in accordance with Section 2(g), Customer’s and any other Authorized Users’ access to any portion or all of the Cloud and SaaS Services and Software until such Fees are paid in full.

d. Annual Price Increase. Unless otherwise terminated in accordance with Section 13(c), Annual subscriptions will automatically renew, and Provider reserves the right to increase the price of the SaaS and Cloud Services in its sole discretion and subject to any limits in accordance with applicable law.

e. Mid-Term Cancellation. In the event you cancel your annual subscription during the Term, you are responsible to pay Provider a cancellation fee equal to the remaining subscription value immediately upon request. Customer may not cancel an annual subscription and convert to a monthly subscription. In the event that your payments are made to Provider in arrears, the cancellation fee will be determined by averaging the most recent three (3) months’ usage and applying that to the remaining months of the annual subscription.

6. Taxes

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax (VAT), use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental organization on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

7. Confidential Information

From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, marked, designated, or otherwise identified as “confidential”, or reasonably understood to be confidential, at the time of disclosure (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving party, as can be evidenced by the written record; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third-party; or (iv) independently developed by the receiving party, as can be evidenced by the written record. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or organization, except to the receiving party’s employees, representatives, contractors, and agents who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder, and who are contractually required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, the receiving party may disclose Confidential Information: (a) 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 to permit the disclosing party a reasonable effort to obtain a protective order, and in the event such protective order is not granted, then only disclose the minimum necessary information to comply with such court order; or (b) to establish the receiving party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire three (3) years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Privacy Policy

In providing the Cloud and SaaS Services and Software, Provider complies with its privacy policy available at: https://cyberqp.com/privacy-policy/ (“Privacy Policy”). The Privacy Policy is subject to change at Provider’s discretion as described therein. By accessing, using, and providing information to or through the Cloud and SaaS Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of the Privacy Policy.

9. Intellectual Property Ownership and Feedback