THIS END-USER LICENCE AGREEMENT (the “Agreement”) and THE SERVICE LEVEL AGREEMENT (The “SLA”) effective upon account creation (The “execution date”)

BETWEEN:

Argen Software Inc. of Fredericton, New Brunswick

(the “Vendor”)

– AND –

The end-user subscribing to TellMe© 

(the “Software”)

 

END-USER LICENCE AGREEMENT

BACKGROUND:

The Vendor wishes to license computer software to the Licensee and the Licensee desires to use the software license under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

License

  1. Under this Agreement, the Vendor grants to the Licensee a non-exclusive and non-transferable license (The “License” to use TellMe©);
  2. “Software” includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product;
  3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software;
  4. The Software may be loaded onto no more than one computer per License.
  5. The rights and obligations of this Agreement are person rights granted to the Licensee only. The Licensee may not transferor assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties;
  6. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies;
  7. The Vendor may withdraw from this Agreement at any time and without reason;
  8. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

 

License Fee

  1. The subscription price paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement.

 

Limitation of Liability

  1. The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the Vendor will be limited to a maximum of the original subcription price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out
    of the use or failure to use the Software;
  2. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee;
  3. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that the Software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

 

Warranties and Representations

  1. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

 

Acceptance

  1. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon signing up for a subscription, regardless of length or cost.

 

Term

  1. The term (“Term”) of this Agreement will be for the length of time that the Licensee’s subscription is in good standing.

 

User Support

  1. The Licensee will be entitled to support from ArGen Software Inc. for the duration of the Term e-mail (contact@argen-software.com). Support will be available from 9:00 am to 6:00 pm (AST), weekdays only, at no additional cost;
  2. The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost for the duration of the Term.

 

Termination

  1. This Agreement will be terminated and the License forfeited if:
    a.  The Licensee fails to comply with any of the terms of this Agreement, or is in breach of this Agreement;
    b.  The Vendor decides to withdraw from, terminate or nullify this Agreement;

 Governing Law

  1. The Parties to this Agreement submit to the jurisdiction of the courts of the Province of New Brunswick for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of New Brunswick, Canada.

 

Miscellaneous

  1. This Agreement can only be modified in writing signed by both the Vendor and the Licensee;
  2. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and Licensee;
  3. Headings are inserted in this Agreement are for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and feminine gender and vice versa;
  4. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extend deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result;
  5. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only written terms of this Agreement will bind the parties.
  6. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.

 

End of End-User License Agreement.

 

Service Level Agreement

Agreement Overview

  1. This Agreement represents a Service Level Agreement (“SLA”) between ArGen Software Inc. and the Licensee for the provisioning of IT services required to support and sustain the product or service.
  2. This Agreement remains valid until superseded by a revised agreement mutually endorsed by the stakeholders.
  3. This Agreement outlines the parameters of all IT services covered as they are mutually understood by the primary stakeholders. This Agreement does not supersede current processes and procedures unless explicitly stated herein.

 

Acceptance

  1. All terms, conditions and obligations of this SLA will be deemed to be accepted by the Licensee (“Acceptance”) upon signing up for a subscription, regardless of length or cost.

 

Goals & Objectives

  1. The purpose of this SLA is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the Customer(s) by the Service Provider. The goal of this SLA is to obtain mutual agreement for IT service provision between the Service Provider and Customer(s). The objectives of this SLA are to:

a.  Provide clear reference to service ownership, accountability, roles and/or responsibilities;
b.  Present a clear, concise and measurable description of service provision to the customer;
c.  Match perceptions of expected service provision with actual service support & delivery.

 

Stakeholders

  1. The following Service Provider(s) and Customer(s) will be used as the basis of the SLA and represent the primary stakeholders associated with this SLA:

a.  IT Service Provider(s): ArGen Software Inc.
b.  IT Customer(s): the Licensee (“Customer”)

Periodic Review

  1. This SLA is valid from the Effective Date outlined herein and is valid until further notice. This SLA should be reviewed at a minimum once per fiscal year; however, in lieu of a review during any period specified, the current SLA will remain in effect.
  2. The Business Relationship Manager (“Document Owner”) is responsible for facilitating regular reviews of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the primary stakeholders and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements / approvals as required

a.  Business Relationship Manager: ArGen Software Inc.
b.  Review Period: Annually (12 Months)
c.  Previous Review Date: n/a
d.  Next Review Date: 2025-06-01

Service Agreement

  1. The following detailed service parameters are the responsibility of the Service Provider in the ongoing support of this SLA:

a.  Service Scope. The following services are covered by this SLA:

i.  Manned telephone support;
ii.  Monitored email support;
iii. Planned or emergency onsite assistance.

b.  Customer Requirements. Customer responsibilities and/or requirements in support of this SLA include:

i.   Payment for all support costs (if applicable) at the agreed interval;
ii.  Reasonable availability of customer representative(s) when resolving a service-related incident or request.

c.  Service Provider Requirements. Service Provider responsibilities and/or requirements in support of this SLA include:

i.  Meeting response times associated with service-related incidents;
ii. Appropriate notification to Customer for all scheduled maintenance.

d.  Service Assumptions. Assumptions related to in-scope services and/or components include:

i.  Changes to services will be communicated and documented to all stakeholders.

 

Service Management

  1. Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.

a.  Service Availability. Coverage parameters to the service(s) covered in this SLA are as follows:

a.  Telephone support: 9:00 A.M. to 5:00 P.M. (ADT) Monday to Friday.

i.  Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to action/answer the call.

b.  Email support: Monitored 9:00 A.M. to 5:00 P.M. (ADT) Monday to Friday.

i.  Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day.

c.  Assistance guaranteed within 72 hours during the business week.

b.  Service Requests. In support of services outlined in this SLA, the Service Provider will respond to service-related incidents and/or requests submitted by the Customer within the following time frames:

a.  0-8 hours (during business hours) for issues classified as “High Priority”;
b.  Within 48 hours for issues classified as “Medium Priority”;
c.  Within 5 working days for issues classified as “Low Priority”.

End of service level agreement.

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