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24/01/24
This SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT (the “Agreement”) applies to: (i) the granting of access to the STELAR software platform (the “Service Software”); and (ii) to the provision of the services and specifications listed in the applicable Service Offering (the “Services”). By signing the applicable Service Offer, the Customer agrees to be bound by the Contract, as of the effective date indicated on the applicable Service Offer (the “Effective Date”). Norda and the Customer are hereinafter referred to collectively as the “Parties” and each separately as a “Party”.
(a) License to access and use the Service Software. Provided that the Customer and its Users (as defined below) comply with the terms and conditions of the Agreement, Norda will provide the Customer and its Users with the Services, including the hosting, management, operation and maintenance of the Service Software for remote electronic access, according to the conditions established in the Agreement and in accordance with the level of service that Norda undertakes to maintain in connection with access to the Services, as detailed in Appendix A. The Customer accepts that data hosting services included in the Services may be provided by a third party, at the sole and absolute discretion of Norda.
(b) Updates. Norda reserves the right, at its sole and absolute discretion, to from time to time, at no additional cost to the Customer, updates and changes to the Service Software (including maintenance releases, bug fixes, corrections, and minor changes) that Norda generally makes available to its other customers (collectively, “Updates”) that Norda generally makes available to its other customers (collectively, “Updates”). Norda will use commercially reasonable efforts to make the Service Software available as much as possible, but does not offer any guarantees to that effect. Norda may take the Service Software, or part of it, offline for scheduled Updates. Norda may also take the Service Software offline for critical maintenance of the Service Software without prior notice. What constitutes critical maintenance is at the sole discretion of Norda, acting reasonably. Without limiting the generality of the foregoing, Norda is not and will in no event be liable for any damages, liabilities, losses (including any loss of profits) or other consequences that the Customer or any User may suffer as a result of such Updates.
(c) New complementary services. Norda may periodically launch additional services that are new or significantly different from the Services, enhancements, or services or functionalities that are outside the scope of this Agreement (collectively, the “New Additional Services”) and that incur additional fees, if the Customer decides to use them. These new Additional Services will not be considered an Update. The Customer is not obliged to use and pay for such new Additional Services, and their use or deployment will be subject to a separate agreement between the Parties or an amendment to the Contract.
(d) Beta Services. From time to time, Norda may make available to Customer, at no additional charge, Services or features that are referred to as beta, preview, evaluation, or similar services (the “Beta Service (s)”). If Customer chooses to use the Beta Services (at its sole and absolute discretion), Customer acknowledges and agrees that these Beta Services are intended and made available for evaluation purposes only, are not intended for commercial use, will not be supported by Norda, are provided on an “as is” basis that excludes any express or implied representations or warranties of any kind, and these Beta Services may be subject to additional conditions which may be sent by Norda to Customer from time to time. Without limiting the generality of the foregoing, Customer acknowledges and agrees that: (a) the Beta Services are not “Services” under the Agreement; and (b) notwithstanding this, the restrictions and limitations of Norda's obligations, as well as the Customer's obligations with respect to the Services under the Agreement, apply to Customer's use of the Beta Services. Customer's right to use the Beta Services will expire on the date a version of the Beta Services becomes generally available to Norda customers, provided that in the event that the Beta Services are deployed and become available as “Services” under the Agreement, additional terms, conditions, and fees will apply as provided in an amendment to this Agreement. Norda may discontinue the Beta Services (in its sole and absolute discretion) and may never make them generally available. Except as otherwise provided in the Agreement, which, for the avoidance of doubt, includes the indemnities provided for in the Agreement, and to the extent permitted by law, Norda disclaims all liability for any harm or damage arising directly or indirectly from or in connection with a Beta Service. Norda will not implement or provide Beta Services to the Customer without the prior written approval (email being sufficient) of the Customer to the effect that it accepts the risks associated with such Beta Services.
Except as otherwise expressly provided in the Agreement: (a) Norda has and will at all times maintain exclusive control over the hosting, operation, provision, management, and maintenance of the Norda Services and Materials (as defined below); (b) Customer Data (as defined below) will be hosted in Canada or the United States only; and (c) Customer has and will maintain exclusive control of operation, management and maintenance, as well as all access and use of the IT infrastructure of the Customer, including computers, software, hardware, hardware, databases, databases, electronic systems, electronic systems (including database management systems), networks, and Internet connectivity, whether operated directly by the Customer or through the use of third party services (collectively, the “Customer Systems”), and is solely responsible for all access to and use of the Norda Services and Materials by a User or any person, This is the case, by or through the Customer's Systems or any other means controlled by the Customer.
Norda may, from time to time, in its sole and absolute discretion, engage third parties to perform the Services, or a portion of them (each, a “Subcontractor”). Norda undertakes that its Subcontractors are bound by standards of protection of data confidentiality and system security at least equivalent to those to which Norda is subject under the Contract.
In addition to any other provision of the Agreement, if any of the following events occur: (a) Norda and/or the Customer receives an order that expressly or implicitly requires Norda and/or the Customer to suspend or terminate access to and use of the Norda Hardware (as defined below) and/or the Services; (b) Norda is of the opinion that: (i) the Customer or a User has failed to comply with a fundamental condition of the Agreement or a accessed or used the Norda Material and/or the Services beyond the scope of the rights provided herein or for a purpose not authorized by the Agreement; (ii) the Customer or a User is, has been, or is likely to be involved in fraudulent, deceptive, or illegal activities in connection with the Norda Hardware and/or the Services; (iii) there is a threat or attack on the Norda Hardware; (iv) the use of the Norda Hardware by the Customer or any User disrupts or poses a security risk to the Service Software or to any other Norda Customer's customer; (iv) the use of the Norda Hardware by the Customer or any User disrupts or poses a security risk to the Norda Hardware or to any other Norda Customer's customer; or (v) the use of the Norda Hardware by the Customer or any User is prohibited by applicable laws, then Norda may, directly or indirectly, by the use of any means and temporarily or permanently as the case may be, suspend or refuse access or use of all or part of the Norda Services or Materials by the Customer or any other User, without incurring any resulting obligation or liability (except as provided for in the Contract and to the extent permitted by law), in addition to its right to terminate the Contract as provided in paragraph 8.3. In the case of an order received by or related to any act or activity of the Customer, the Customer will be granted ten (10) days from the issuance of the order to fully comply with the terms of the order before Norda can exercise the rights provided for in this paragraph. This paragraph does not limit Norda's other rights or remedies, whether under the Agreement or under applicable laws and rules.
For purposes of this Agreement, the term “Norda Hardware” means the Service Software and its specifications, documentation, Confidential Information (as defined below) of Norda, trademarks and other trade names and designations of Norda, Updates, Norda systems, systems of Norda, Aggregate Data (as defined below), and any other information, data, document, document, material, content, device, method, process, process, software and other technology and invention that is or could be provided or used by Norda or any Subcontractor in connection with the Services or that includes or otherwise relates to the Services or Norda's systems. For the avoidance of doubt, Norda Hardware does not include Customer Data.
Subject to the full payment of the Fees (as defined below) by the Customer and full compliance with all other terms and conditions of the Agreement, Norda hereby authorizes the Customer and its Authorized Users to access and use, during the Term (as defined below), the Norda Services and Materials that Norda may provide or make available to the Customer through its authorized employees and representatives (the “User (s)”).)”) and this, only for the benefit of the Customer and for internal and legitimate purposes. This authorization to use the Norda Services and Materials is non-exclusive and non-transferable (subject to paragraph 12.3 hereof), provided that access to each Customer account by a User is exclusive to that User only. Without limiting the generality of the foregoing, the Customer and its Users are authorized to access and use the Service Software (and any related services) in accordance with the terms of the Agreement, but this Agreement is not otherwise a software sale or license agreement. No rights or licenses are granted except as expressly provided for in the Contract. All rights that are not expressly granted by Norda in the Agreement are reserved.
The Customer must not, and must not allow any person other than a User, to access or use the Norda Services or Materials, except as explicitly specified in the Agreement. For reasons of clarity and without limiting the generality of the foregoing, Customer must not: (a) copy, reproduce, broadcast, modify, or create derivative works or improvements to the Norda Services or Materials; (b) rent, lease, lease, lend, lend, sell, sell, sell, sell, sell, sublicense, sublicense, assign, distribute, publish, transfer, or otherwise make available the Norda Services or Materials to any person other than a User, including on or in connection with any technology or service for sharing time, office of service, software-as-a-service, cloud, or otherwise; (c) disassemble, decompile, decompile, decode, adapt, or otherwise attempt to derive or access the source code of the Norda Services or Materials, or any portion of them; (d) circumvent or violate any security or protection device used by the Services or Norda Hardware or otherwise access or use the Norda Hardware or any portion of the Norda Hardware; (d) circumvent or violate any security or protection device used by the Services or Norda Hardware or otherwise access or use the Norda Hardware other than through a User using their own then valid Access Identifiers; (e) entering, uploading, transmitting or providing in any other way to or through the Services or Norda's systems any information or material that is unlawful or harmful, or contains, transmits, or activates any harmful code; (f) damage, destroy, disrupt, disable, alter, interfere with, interfere with, or otherwise interfere with or otherwise interfere with or otherwise interfere with or otherwise interfere with or harm in any way the Services, Norda Hardware, Norda systems, or Norda's provision of services to any third party, in whole or in party; (g) other than for a User, provide, disclose or allow any person to access, to use or read the Service Software; (h) adapt, translate, change, change, change, change, change, modify, change, change, change, or otherwise modify the Service Software in any way and to any extent, in whole or in part; (i) other than for the purposes of internal “benchmarking” and to assess within the Customer's organization the competitive advantages of the Services, access or use the Norda Services or Hardware for the development of a competing software product or service, and the Customer shall in no event disclose the Norda Material without Norda's prior written consent to a third party; (j) access or use the Norda Services or Materials in any manner or for purposes that infringe, misappropriate, or otherwise violate the Intellectual Property Rights or any other rights of a third party or that violate any applicable law; or (k) access or otherwise use the Norda Materials beyond the scope of the Services or the Norda Material of the authorization granted under paragraph 2.2.
Customer is responsible at all times during the Period for the following: (a) provide Norda with all reasonable support and access to personnel, data (including Customer Data) and computer systems, as Norda may deem necessary to enable Norda to make the Services available and provide access to the Service Software in accordance with its obligations under the Agreement; (b) set up, maintain and operate in good condition all equipment and ancillary services that Norda may deem necessary to connect to Services and the Service Software, access them or use them in any other manner; (c) be solely responsible for all activity, acts and omissions occurring on the accounts of the Customer and Users, whether authorized or not, and for compliance with the terms of the Agreement, the maximum number of Users indicated in the Service Offer and all applicable laws relating to the use by the Customer and each User of the Services and the Service Software, including those related to the protection of intellectual property, to the confidentiality of data (including Personal Information (as defined below), as applicable), to communications outside of Canada and to the transmission of Customer Data to third parties; (d) to ensure that Users comply with the Service Software End User License Agreement, which may be updated from time to time by Norda, which may be updated from time to time by Norda in which case, Customer undertakes that Users comply with such updates. day; (e) inform Norda, without delay, of any unauthorized use that comes to its knowledge of a password or account or any other known or suspected violation of its security or of the terms and conditions provided for in the Agreement and to fully cooperate with Norda for this purpose; (f) to the extent applicable, ensure that the collection, downloading, processing, processing, processing, processing, processing, processing, processing, storage, storage, storage, access and sharing of Personal Information on or through the Services is carried out in strict compliance with privacy laws and of any applicable law. The Customer is also responsible for ensuring that its use of the Norda Services and Materials will not violate applicable laws and other normative and legislative frameworks applicable to the Customer. Norda is not responsible for any delay or failure to perform caused in whole or in part by the Customer's delay in performing, or failing to perform, any of its obligations under the Contract.
For the purposes hereof, the term “Customer Data (s)” means information, data, and other content, in any form or medium, that is uploaded or otherwise received by Norda, directly or indirectly, from the Customer or a User or that incorporates or is derived from the processing of such information, data, or content by or through the Services or the Service Software. In order to avoid ambiguity, Customer Data includes: (i) all pre-existing Customer data showing the condition of its assets, infrastructures and properties prior to the Effective Date; and (ii) information reflecting the access to or use of the Services and/or the Service Software by the Customer and/or any User, except for Aggregated Data.
During the Term, Norda will implement and maintain commercially reasonable security measures that may be physical, electronic, electronic, technological, organizational, or contractual, as well as other measures deemed commercially reasonable, in line with current market practices applied to services similar to the Services and software similar to the Service software, to maintain the security and confidentiality of Customer Data processed and stored by the Customer on the Services. Norda undertakes to notify the Customer within a time frame in accordance with applicable laws of any cybersecurity incident that could lead to a leak of Customer Data during the Term.
At all times during the Term and subject to Norda's rights with respect to Aggregated Data, Customer is and will remain responsible for: (i) all Customer Data, its content, and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any User in connection with the Services or the Service Software; (iii) Customer Systems; (d) security and use provided by or on behalf of Customer or any User in connection with the Services or the Service Software; (iii) Customer Systems; (d) security and use of each username, identification number, password, password, license or security key, security token, number personal identification (PIN) or other security code, method, technology or device used, alone or in combination, to verify the identity of a user and their authorization to access and use the Services or the Service Software (the “Access Identifiers”) of the Customer and its Users (the “Access Identifiers”) of the Customer and its Users. The Customer will also be responsible for: (A) employing all electronic, technological, organizational, organizational, contractual, contractual, physical, administrative, technical and other measures, controls, filtering and security procedures and other guarantees necessary to: (i) securely manage the distribution and use of all Access Credentials and protect against any unauthorized access or use of its account; and (ii) control the content and use of Customer Data, including downloading or any other provision of Customer Data for processing by the Services; and (B) any access to and use of the Services and Norda Hardware (including Service Software) directly or indirectly through or through the Customer's Systems or the Access Identifiers of its Users, with or without the Customer's knowledge or consent, with or without the Customer's knowledge or consent, including all results obtained and all conclusions, decisions and actions based on such access or use.
Without limiting the scope of paragraphs 6.3 and 9.3 of the Agreement, the Customer expressly agrees to be solely responsible for business, technical, administrative, legal, judicial or other decisions that will be taken based on the results obtained as a result of its use of the Services, including Customer Data and Service Software. The Customer has been informed and accepts (with the sole exemption of Norda) that the Customer Data obtained as a result of the use of the Services is a decision support tool only and, for this reason, it is not recommended that the Customer make a decision with respect to its assets based on Customer Data alone. The Customer is entirely responsible for making any additional checks that it may deem necessary in order to confirm or disprove the Customer Data. This warning is complementary to that in paragraph 6.3.
Customer will pay to Norda the fees for the Services and the Service Software payable hereunder, as provided in the applicable Service Offering (the “Fees”). These Fees may be divided according to the availability of a portion of the Services staggered during the Term. Any services that may be provided by Norda to the Customer and that are not included in the scope of the Services will be subject to separate agreements or amendments to the Agreement between Norda and the Customer from time to time. Without limiting the generality of the foregoing, in the event that the Customer wishes to add Users, modules, specifications or Services to its subscription, the Customer undertakes to pay the difference between the Fees of its current subscription and the Fees of its upgraded subscription.
Norda will issue an invoice to the Customer for the Fees due in accordance with the Service Offer applicable on the Effective Date and for the entire Contract Period. Customer must pay all Fees within thirty (30) days of receiving any invoice from Norda. Unless otherwise specified in the applicable Service Offering, Customer must make all payments hereunder in Canadian dollars by bank transfer, direct debit, or electronic fund transfer. Any amount due and not paid by the due date will bear interest, from that date until payment, at the cumulative rate of one percent (1%) per month (12.68% per year). In the event of a late payment of more than thirty (30) days, Norda may, at its sole and absolute discretion, suspend or cancel the Services or access to the Service Software until full payment of the Fees and related interest is received in accordance with the provisions of paragraph 1.4.
Customer is responsible for all fees associated with obtaining and delivering Customer Data for use with the Services and Service Software.
The amounts that must be paid under the Contract do not include taxes. The Customer is required to pay any applicable tax, except for taxes imposed on Norda's income.
At each Renewal, the Fees payable under the Contract will be subject to increase by Norda depending in particular on the operating costs of the Service Software or variations in the Services provided. Norda will provide Customer with written notice of the increase in Fees at least ninety (90) days prior to the expiration of the initial Term (as defined below) or the then-current Term, as applicable, and if the Agreement is renewed in accordance with paragraph 8.2, the applicable Service Offer will be deemed amended accordingly.
Subject to any contrary provision in the Contract, Norda will not make any refund of payments made by the Customer under the Contract.
For purposes of this Agreement, the term “Intellectual Property Right (s)” means any right, title, or interest in generally recognized intellectual property rights, of any type, Canadian or foreign, registered or unregistered, including, but not limited to, any copyright, trademark, domain name, domain name, patent, patent, patent, patent, patent, patent, invention, invention, industrial design, industrial design, know-how, trade secret, as well as any modification, adaptation, variation, addition, improvement, or derived from any of these rights or items, including, but not limited to, the right to initiate judicial and administrative proceedings against any past, present or future violation of these intellectual property rights.
All right, title, and interest in and to the Norda Services and Materials, including all Intellectual Property Rights relating thereto, belong solely and exclusively to Norda or its licensors, as applicable. Modifications, improvements and derivatives of the Norda Services and Materials (including Aggregated Data), including all related Intellectual Property Rights, created and provided by Norda pursuant to the Agreement, whether through its employees or representatives or with input from the Customer or its employees or representatives, will be and will remain at all times, between the Parties, the exclusive property of Norda. To the extent that the Customer or its employees may have a right, title or interest (including any Intellectual Property Right) in or in these modifications, improvements, or derivatives by operation of law, the Customer assigns, sells and transfers (and will cause the assignment, sale and transfer by any User) irrevocably and without limitation by any User irrevocable and without limitation herein all right, title and interest in and to Norda. The Customer agrees to execute (or to have executed) all documents that Norda may deem useful or necessary to give full effect to this paragraph and to perfect its ownership of these modifications, improvements or derivatives and all related Intellectual Property Rights. The Customer will maintain and enforce any necessary actions or policies with its employees, representatives, consultants or suppliers, in order to give full effect to the provisions of this paragraph.
All right, title, and interest in and to Customer Data and Confidential Information, including all intellectual property rights relating thereto, belong solely and exclusively to Customer or its licensors. Subject to paragraph 6.2 of the Agreement, Customer hereby grants Norda a non-exclusive, sublicensable, non-transferable (subject to paragraph 12.3 of the Agreement), limited, revocable, and royalty-free license to reproduce, distribute, use, use, host, copy, use, host, copy, store, host, copy, store, store, store, transmit, modify, display and otherwise use Customer Data and Confidential Information during the Term for the sole purpose of providing the Services hereunder. Customer also hereby grants to Norda a royalty-free, revocable, limited, and non-exclusive license for the Term to use and display Customer's graphics, service marks, logos, and trademarks on the Service Software in order to perform its obligations under the Agreement.
Norda is not required to treat as confidential any Feedback (as defined below) that the Customer or a User provides to it (as applicable) to Norda hereunder, and nothing in this Agreement restricts the right to use, modify, disclose, disclose, benefit, profit from, profit from, publish, publish, keep secret, or otherwise exploit Feedback, without compensation or attribution to the person who wrote it. For purposes of this Agreement, “Feedback” means any suggestion or other idea to improve or otherwise modify any of Norda's products or services, including Norda Services and Materials.
Norda may distribute certain third party products provided or integrated into the Service Software (collectively, “Third-Party Products”). For purposes of this Agreement, such Third-Party Products are subject to their own terms and licenses. If the Customer does not agree to comply with the conditions applicable to these Third-Party Products, the Customer must not install or use them. Customer acknowledges and agrees that, between the Parties, the relevant third party providers own all right, title, and interest, including all intellectual property rights, in and in the Third-Party Products.
If Norda determines that any Customer Data: (a) is in violation of the Agreement; (b) violates any applicable law, rule, or regulation; or (c) whose access or use under the Agreement would reasonably be likely to constitute a reason for exposing Norda to civil or criminal liability, then Norda has the right, but not the obligation, to delete (or require the Customer to delete) such Customer Data from the Services and/or of the Service Software, and to inform the Customer of the deadline for said deletion with reasonable notice ( which cannot be a request for permission).
Notwithstanding paragraph 5.3 hereof, Customer hereby grants to Norda, in perpetuity, an exclusive, irrevocable, royalty-free, worldwide right and license to compile, analyze, reproduce, reproduce, anonymize, and aggregate Customer Data (the “Aggregated Data”). Customer acknowledges and agrees that Norda may: (i) generate Aggregate Data based on Customer Data; (ii) make Aggregate Data available to the public in accordance with applicable laws; (iii) use Aggregated Data to the extent and in the manner permitted by applicable laws, including following the expiration or termination of the Agreement; and process, reformat, manipulate, manipulate, create, create derivative works, create derivative works, copy,, import, export, store and otherwise use, in whole or in part, the Aggregated Data, of the way Norda wants it.
WITHOUT LIMITING THE SCOPE OF PARAGRAPHS 3.4 AND 9.3 OF THE AGREEMENT, NORDA DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CUSTOMER DATA GENERATED AS A RESULT OF THE USE BY THE CUSTOMER OR A USER OF THE SERVICES, AND ANY RESULTING DATA AS PROCESSED, REFORMATTED, MANIPULATED, MANIPULATED, MANIPULATED, MANIPULATED, MANIPULATED, MANIPULATED, MANIPULATED, MANIPULATED, ADOPTED, DERIVED, DERIVED, COPIED, DISPLAYED, IMPORTED, EXPORTED, OR STORED BY THE CUSTOMER. ANY TRUST PLACED BY THE CUSTOMER IN THE CUSTOMER'S DATA IS STRICTLY AT THEIR OWN RISK. NORDA DECLINES ANY RESPONSIBILITY ARISING FROM THE TRUST PLACED IN CUSTOMER DATA OR ANY RESULTING DATA BY THE CUSTOMER OR ANY OTHER USER OF SUCH DATA, OR BY ANY PERSON WHO MAY BE INFORMED OF THEIR CONTENT.
Each Party (a “Disclosing Party”) may disclose or make available Confidential Information to the other Party (a “Receiving Party”). Subject to paragraph 7.2, the term “Confidential Information (s)” means information in any form or medium (whether oral, written, electronic, or otherwise) that the disclosing Party designates as confidential or proprietary, including information, whether or not marked, designated, or otherwise identified as “confidential”, consists of, or relating to, technology, trade secrets, know-how, business transactions, plans, the strategies, the customers and the pricing of the Disclosing Party and information in respect of which the disclosing Party has indicated that it has contractual or other confidentiality obligations. Without limiting the foregoing, the Norda Material will be considered Norda Confidential Information and the financial terms and terms of the Agreement are Confidential Information of each Party.
Confidential Information does not include information that the Receiving Party can demonstrate through written or other documents: (a) was legitimately known to the Receiving Party without restrictions on use or disclosure before such information was disclosed or made available to the Receiving Party under the Contract; (b) was or is becoming generally known to the public other than through the breach of confidentiality commitments under the Contract by the Receiving Party or one of its representatives; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the knowledge of the Receiving Party, was not or is not, at the time of such receipt, subject to an obligation to maintain its confidentiality; or (d) was or is developed independently by the Receiving Party without reference to or use of any Confidential Information.
As a prerequisite for any disclosure of or access to Confidential Information, the Receiving Party must: (a) not access or use the Confidential Information other than as necessary to exercise its rights or to perform its obligations under and in accordance with the Contract; (b) except as authorized by and in accordance with paragraph 7.4; (b) except as authorized by paragraph 7.4 and subject to its compliance with it, not disclose or allow access to the Information confidential other than to its directors , officers, employees, or other representatives (collectively, the “Representative (s)”) who: (i) need to know this Confidential Information for the purposes of the Receiving Party's exercise of its rights or the performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the obligations of the Receiving Party under paragraph 7.3; and (iii) are bound by written obligations of confidentiality and restriction of use at least as well protective of Confidential Information than the terms set out in paragraph 7.3; (c) protect Confidential Information from unauthorized use, access, or disclosure by using at least the degree of care it uses to protect its similar sensitive information and in no event less than a reasonable degree of care; and (d) ensure that its Representatives comply with and are responsible for the confidentiality commitments set forth herein.
If the Receiving Party or any of its Representatives is required by applicable law to disclose Confidential Information, then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly notify, and prior to such disclosure, the disclosing Party in writing of this requirement so that the disclosing Party may seek a protection order or other remedy or waive its rights under paragraph 7.3; and (ii) provide reasonable assistance to the disclosing Party, at the sole expense of this last, to oppose such disclosure or to obtain an injunction, protective order, or other limitations on disclosure. If the Disclosing Party relinquishes its rights or if, after providing the advice and assistance required under paragraph 7.4, the Receiving Party remains required by law to disclose Confidential Information, the Receiving Party will only disclose that portion of the Confidential Information that, in the opinion of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, at the request of the disclosing Party, it deplored will make commercially reasonable efforts to obtain court insurance applicable or other competent authority that such Confidential Information will be treated confidentially.
Each Party recognizes and agrees that a breach of this Article 7 would cause irreparable harm to the disclosing Party for which monetary damages would not be an adequate remedy and that, in addition to other remedies available to it, the disclosing Party is entitled to an injunction against such violation or threat of violation, without the need to prove the existence of actual harm or to file bond or other security..
The Parties acknowledge and agree that no Personal Information will be exchanged or otherwise made accessible by either Party under the Agreement. However, if Personal Information should be exchanged or otherwise made accessible by either Party under the Contract, then the Parties undertake to complete and sign any other document that may be useful or necessary in order to enable them to comply with applicable privacy laws. Where applicable and for the purposes hereof, Personal Information constitutes Confidential Information and each Party undertakes to treat it in accordance with the requirements of the Agreement (including the obligations described in Article 7) and its legal obligations under applicable privacy laws (to the extent applicable). For purposes of this Agreement, the term “Personal Information (s)” means any information about an identifiable individual, including information that can be used alone or in combination with other information to identify, contact, or locate a single individual.
The Agreement is effective on the Effective Date and, unless terminated in accordance with the terms and conditions herein, will continue for the initial term indicated on the applicable Service Offer (the “Initial Term”).
At the end of the Initial Term, the Contract will, subject to a notice of termination from the Customer of sixty (60) days, be renewed, automatically, for an additional period equivalent to the Initial Term (each, a “Renewal”) under the same terms and conditions contained in the Contract (or any other condition to be agreed upon between the Parties), except for the Fees which will increase for each Term as provided in paragraph 4.5. For purposes of this Agreement, the term “Term” means the Initial Term, as well as any Renewals, if applicable.
In addition to any other right to terminate expressly set forth elsewhere in the Agreement: (a) Norda may terminate the Agreement, if the Customer: (i) fails to pay any amount when due hereunder, and such breach persists for more than ten (10) days after Norda provides written notice to this effect; or (ii) breaches any of its obligations, including but not limited to paragraphs 1. 2.3, 2.4 or Article 7, as soon as a breach occurs and without the need for notice; (b) either Party may terminate the Contract, with immediate effect upon written notification to the other Party, if the latter defaults in paying or is unable to pay its debts when they become due, becomes or is declared insolvent, transfers its assets or is declared bankrupt, makes a settlement proposal to its creditors, makes a settlement proposal to its creditors, or is a party (with or without its consent) to any proceedings related to its bankruptcy, its insolvency or the receivership or liquidation of its assets; and (c) Norda may terminate the Agreement without cause at any time by ninety (90) days' written notice to the Customer. For the sake of clarity, the Customer irrevocably renounces the application of article 2125 of the Civil Code of Quebec and if the Customer wishes to terminate the Contract, he must do so in accordance with paragraphs 8.2 and 8.3 above. For the sake of clarity, it is understood that no refund will be made by Norda in the event of a termination of the Agreement, including in the event of termination by the Customer in accordance with paragraph 8.3 (b) hereof.
Upon termination or expiration of the Agreement: (a) subject to paragraph 6.2 of the Agreement, all rights, licenses, consents and authorizations granted by one of the Parties to the other hereunder will be immediately terminated, subject to the granting to the Customer of a limited right of thirty (30) days to diligently retrieve or migrate all Customer Data in Norda's possession. At the Customer's written request, Norda will use commercially reasonable efforts to destroy all tangible documents and materials containing, reflecting, incorporating, or based on Customer Data or Customer Confidential Information. However, the Customer acknowledges that if it decides to delete any information uploaded, received, received, saved or stored in the accounts of its Users, or to close these accounts, then all information thus uploaded, received, saved or stored will be permanently deleted; (b) subject to paragraph 6.2 and sub-paragraph 8.4, Norda will cease all use of the remaining unrecovered Customer Data or of the Customer's Confidential Information and at its sole discretion: (i)) will quickly return the Data to the Customer of the Customer and the Customer's Confidential Information, or; (ii) permanently delete such Customer Data and Customer Confidential Information from Norda's systems, subject to any residual rights granted to Norda with respect to the Aggregated Data under the Agreement provided that Norda may continue to use the Aggregated Data pursuant to the Agreement provided that Norda may continue to use the Aggregated Data following the expiration or termination of the Agreement; (c) subject to subparagraph 8.4, the Customer will immediately cease all use of Norda Services or Hardware and (i) will promptly return to Norda, or at Norda's written request, will destroy any document and tangible material containing, reflecting, incorporating, or based on Norda Confidential Information; and (ii) permanently delete all Norda Material and Norda Confidential Information from all Customer Systems that Customer controls directly or indirectly; (d) subject to subparagraph 8.4, Norda may disable all Customer and User accesses to Services and Hardware from all Customer Systems that Customer controls directly or indirectly; (d) subject to subparagraph 8.4, Norda may disable all Customer and User accesses to Services and Hardware from Norda; (e) all charges accrued and unpaid as of the date of termination or expiration of the Agreement shall become immediately due and payable, and the Customer shall pay such fees; (f) paragraph 8.4 as well as Article 5, Article 6, Article 7, Article 9, Article 10, Article 10, Article 10, Article 11 and Article 12 of the Agreement shall survive the expiration or termination of the Contract, and any other provision hereof which, by its purpose, must survive such expiration or termination.
Each Party represents and warrants to the other Party that: (a) that it has all the power and capacity necessary to enter into the Contract, to grant the permissions and rights provided in the Contract and to perform its obligations under the Contract; (b) as of the Effective Date, the signed Contract will constitute the legal, valid and binding obligation of that Party, enforceable against this Party in accordance with its terms; (c) it will not is subject to no restrictions or obligations that could reasonably be expected affects the performance of its obligations under this Agreement; (d) the signing, performance, delivery, or performance of its obligations under this Agreement will not violate or result in a default under its statutes, regulations, any agreement or law to which it is subject, or any agreement or law to which it is subject, or any judgment, order or law to which it is subject, or any contract to which it is subject, or any contract to which it is subject party or by which it is bound; and (e) it is not involved in a proceeding of bankruptcy, insolvency, liquidation, dissolution, or reorganization.
The Customer represents and warrants to Norda that: (a) at all times, it will comply with applicable laws (including, to the extent applicable, those concerning the protection of privacy, data and personal Information) and this Agreement; (ii) the Customer Data provided or otherwise uploaded, downloaded, or otherwise uploaded, obtained or stored by the Customer under the Agreement (to the extent applicable) and with this Agreement; (ii) the Customer Data provided or otherwise uploaded, obtained or stored by the Customer under the Agreement (to the extent applicable) and this Agreement; (ii) the Customer Data provided or otherwise uploaded, obtained or stored by the Customer under the Contract (to the extent applicable) and this Agreement; (ii) the Customer Data provided or otherwise uploaded, obtained or stored by the Customer under the Agreement (to the extent applicable)), and which may be used by Norda under the Contract, do not violate and will not violate the rights of third parties, including Intellectual Property Rights; and (iii) he has obtained all the rights and consents necessary to grant Norda the rights granted herein.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9 AND WITHOUT LIMITING THE SCOPE OF PARAGRAPHS 3.4 AND 6.3 OF THE AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALL NORDA SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND NORDA HEREBY DISCLAIMS ALL LIABILITY FOR ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND NORDA SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES PRODUCTS OF COMMERCIAL QUALITY AND SUITABILITY FOR A PARTICULAR PURPOSE, AND ALL GUARANTEES ARISING FROM THE CONDUCT OF BUSINESS, USES OR COMMERCIAL PRACTICES. WITHOUT LIMITING THE FOREGOING, NORDA MAKES NO WARRANTY OF ANY KIND THAT THE NORDA SERVICES OR MATERIALS, OR THE RESULT OF THEIR USE, (i) WILL MEET THE REQUIREMENTS OF THE CUSTOMER OR ANY OTHER PERSON; (II) WILL OPERATE WITHOUT INTERRUPTION; (III) WILL PERFORM WITHOUT INTERRUPTION; (III) WILL ACHIEVE ANY INTENDED RESULT; (IV) WILL BE COMPATIBLE WITH OR FUNCTION WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE; OR (V) WILL BE ACCURATE, COMPLETE, FREE OF HARMFUL OR ERROR CODES. THE CUSTOMER ACCEPTS THAT THE SERVICES OFFERED BY NORDA, INCLUDING THE SERVICE SOFTWARE, ARE ONLY A DECISION SUPPORT TOOL BASED ON ARTIFICIAL INTELLIGENCE, AND DO NOT ALLOW THE ESTABLISHMENT OF ANY TRENDS THAT THE CUSTOMER CAN ALLEGEDLY RELY ON. IN ADDITION, THE CUSTOMER ACKNOWLEDGES THAT THE SERVICE SOFTWARE IS A DECISION SUPPORT TOOL OPERATING ON THE BASIS OF CUSTOMER DATA PROVIDED TO NORDA, THAT THE CUSTOMER IS FULLY RESPONSIBLE FOR THE ACCURACY, RELEVANCE, CHARACTER AND VERACITY OF THIS DATA AND THAT THIS DATA NOTES THE STATE OF THE CUSTOMER'S ASSETS AT A SPECIFIC DATE PRIOR TO THEIR ANALYSIS BY THE SERVICE SOFTWARE. MORE SPECIFICALLY, THE INFORMATION OBTAINED BY OR THROUGH THE SERVICE SOFTWARE OR THROUGH ANY USE OR INTERACTION WITH THE NORDA HARDWARE DOES NOT CONSTITUTE ENGINEERING ADVICE AND IS MADE AVAILABLE ONLY FOR INFORMATIONAL PURPOSES IN CONNECTION WITH THE ASSESSMENT OF ASSET LIFECYCLE MANAGEMENT. NORDA DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PRODUCED BY THE SERVICE SOFTWARE. ANY CONFIDENCE THAT THE CUSTOMER PLACES IN THIS INFORMATION IS STRICTLY AT HIS OWN RISK. NORDA DECLINES ANY RESPONSIBILITY ARISING FROM THE TRUST PLACED IN THIS INFORMATION BY THE CUSTOMER OR ANY OTHER USER OF THE SERVICE SOFTWARE, OR BY ANY PERSON WHO MAY BE INFORMED OF IT.
Norda will indemnify, defend, and hold Customer harmless from and against all losses, damages, liabilities, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of any kind, including costs or expenses of any kind, including reasonable fees, disbursements, and expenses of any kind, including reasonable legal fees, disbursements, and expenses (“Losses”) suffered by Customer arising directly from any claim, action, cause of action, demand, lawsuit, proceeding or dispute, (an “Action”) by a third party (other than an affiliate of the Customer) that the Customer's use of the Services (excluding Customer Systems, Customer Data, and third parties) in accordance with the Agreement infringes an Intellectual Property Right protected in Canada (“Infringement Action”). The foregoing obligation does not apply to any Action or loss arising out of or relating to any: (a) access to or use of the Norda Services or Materials in combination with any hardware, system, software, network, or other hardware or services not provided or authorized in writing by Norda; (b) the modification of the Norda Services or Materials other than: (i) by or on behalf of Norda, or (ii) with the prior written approval of Norda in accordance with Norda's written specifications; (c) the failure by the Customer to implement in a timely manner any modification, Update, replacement or improvement made available to the Customer by or on behalf of Norda; (d) allegation of facts that, if proven, would constitute a breach by the Customer of any of its representations, warranties, commitments or obligations under the Contract; or (e) act of negligence, wilful misconduct or gross negligence on the part of the Customer or any third party on behalf of the Customer in connection with the Contract; or (e) act of negligence, wilful misconduct or gross negligence on the part of the Customer or any third party on behalf of the Customer in connection with the Contract. As part of the defense or settlement of any infringement Action, Norda may obtain the right for the Customer to continue using the Service Software or the Services, replace or modify the Service Software or the Services, so that they become non-infringing, or, if such an option is not reasonably available, terminate the Agreement upon ten (10) days' notice to the Customer (without any additional liability or obligation to the Customer). The Customer may also choose to terminate the Contract by giving ten (10) working days' notice to Norda. Subject to the other provisions of the Agreement and to the extent permitted by law, this paragraph sets forth the entirety of Customer's sole and exclusive rights and remedies, and the obligations and liability of Norda (including its affiliates, and their officers, directors, officers, directors, officers, officers, officers, and subcontractors) in the event of an infringement of a third party's Intellectual Property Rights. In addition, Norda will indemnify, defend and hold harmless the Customer from and against all Losses incurred by the Customer in connection with any Action by a third party (other than an affiliate of the Customer) to the extent that such Losses result from: (a) a breach by Norda of any of its representations or warranties under the Agreement or any applicable law; or (b) any act of negligence, intentional fault or gross negligence on the part of Norda.
Customer will indemnify, defend and hold harmless Norda and its Subcontractors and affiliates, and each of its and their officers, directors, employees, agents, successors, and authorized assigns (each, a “Norda Indemnifier”) from and against all losses by this Norda Indemnifier incurred in connection with any Action (other than an affiliate of a Norda Indemnifier) to the extent that such Losses result from: (a) the use of any material or information (including documents, data (including Customer Data), specifications, software, content, or technology) provided by or on behalf of the Customer; (b) a breach by the Customer of any of its representations, warranties, commitments, or obligations under the Agreement or any applicable law; or (c) any act of negligence, wilful misconduct, or gross negligence on the part of the Customer or any third party on behalf of the Customer in connection with the Agreement.
Each Party shall promptly notify the other Party in writing of any Action for which that Party considers that it is entitled to compensation under Article 10. The Party seeking compensation (the “Indemnified Party”) shall cooperate with the other Party (the “Indemnified Party”) at its sole costs and expenses. The Indemnifier must immediately take control of the defense and investigation of such Action and must employ an attorney reasonably acceptable to the Indemnified Party to deal with and defend such Action, at the sole costs and expenses of the Indemnifier. The Indemnified Party's breach of any obligation under this paragraph does not release the Indemnified Party from its obligations under Article 10, except to the extent that the Indemnified Party can demonstrate that it has suffered material harm as a result of such breach. The Indemnified Party may participate in and observe the proceedings at their own costs and expenses with the advice of their choice. If, for any reason, the Indemnified Party does not take control of the defense or investigation of an Action in a timely manner as provided in this paragraph, the Indemnified Party may take any steps necessary to do so and hold the Indemnified Party responsible for all fees, costs, and other expenses related thereto in accordance with the provisions of the Agreement.
TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT IN THE EVENT OF NEGLECT, GROSS NEGLIGENCE, GROSS NEGLIGENCE, OR BREACH OF AN ESSENTIAL CONTRACT OBLIGATION BY NORDA, AND WITHOUT RESTRICTING THE SCOPE OF PARAGRAPH 9.2, IN NO EVENT WILL NORDA (NOR ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE CUSTOMER UNDER ANY FORM OF CONTRACTUAL OR EXTRA-CONTRACTUAL LIABILITY, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, INCOME OR PROFITS OR DECREASE IN VALUE; (ii) INABILITY TO USE, INTERRUPTION OR DELAY OF SERVICES; (iii) LOSS, DAMAGE, DAMAGE, CORRUPTION, OR DATA RECOVERY; (iv) BREACH OF DATA SECURITY OR ANY SYSTEM, REGARDLESS OF WHETHER THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR LOSSES. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTWITHSTANDING ANY CONTRARY PROVISION OF THE CONTRACT AND TO THE FULLEST EXTENT PERMITTED BY LAW, NORDA WILL NOT BE LIABLE TO THE CUSTOMER OR ITS AFFILIATES, AGENTS, AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, SHAREHOLDERS, SHAREHOLDERS, EMPLOYEES, AND CUSTOMERS OF THE CUSTOMER FOR ANY LOSS, COST, EMPLOYEES AND CUSTOMERS OF THE CUSTOMER FOR ANY LOSS, COST, EXPENSE, AND CUSTOMERS OF THE CUSTOMER FOR ANY LOSS, COST, EXPENSE, AND CUSTOMERS OF THE CUSTOMER FOR ANY LOSS, COST, EXPENSE, DAMAGE, CLAIM, DEMAND, OR LIABILITY, INCLUDING ATTORNEYS' FEES AND PROFESSIONAL FEES, AS WELL AS THE COST OF SETTLEMENT, OF THE COMPROMISE, JUDGMENT OR VERDICT INCURRED BY OR REQUIRED OF THESE PARTIES WITH RESPECT TO ANY COMPLAINT RELATING TO THE USE OF CUSTOMER DATA.
SUBJECT TO SECTION 11.1 AND TO THE FULLEST EXTENT PERMITTED BY LAW, NORDA'S LIABILITY TO THE CUSTOMER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY OR LIABILITY OF ANY KIND, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, LAW OR OTHERWISE) WILL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED BY SUCH PARTY AND WILL NOT EXCEED TWO (2) TIMES THE FEES PAID BY THE CUSTOMER HEREUNDER .
The Customer and Norda are independent contractors and nothing in this Agreement will be interpreted as creating in any way a relationship of co-entrepreneurs, partners, employer and employee, franchisor and franchisee, franchisor, franchisee, master and servant, or principal and agent.
Each Party acknowledges that: (i) the terms of the Agreement are the result of discussions and negotiations between them, (ii) that they have had sufficient time to review the Agreement in a comprehensive manner, (iii) that they have read and understood the terms of the Agreement and their obligations hereunder, (iv) that they have had the opportunity to obtain independent legal advice regarding the interpretation and effect of the Agreement as well as any other desired independent professional advice regarding the terms of the Contract, and (v) that the Contract is signed voluntarily, without undue coercion or influence.
Neither Party may assign the Contract without obtaining the prior written consent of the other Party, which consent will not be unreasonably withheld, except that each of the Parties may assign the Contract without the consent of the other Party (but with notice to that effect to the other Party) to an affiliated company or to a third party acquiring all or substantially all of its assets.
The Agreement will be governed by and construed in accordance with the laws of the province of Quebec and applicable federal laws, without regard to conflict of laws rules; and all claims arising hereunder will be brought exclusively in the courts located in the judicial district of Quebec, province of Quebec, to the exclusion of any other judicial district that may have jurisdiction, and waive any objection that such location is not practical or appropriate.
The Agreement, including the Service Offer and Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and it supersedes all previous and contemporaneous agreements or arrangements, written or oral, with respect to its subject matter. No amendment, waiver, or modification of the Contract will be binding unless it is in writing and signed by a duly authorized representative of both Parties. In the event of a conflict between the terms of the Service Offer, this Agreement and Schedule A, the terms of this Agreement and its appendix will prevail.
Unless otherwise provided herein, any notice or consent provided for or required by the Contract: (i) shall be submitted in writing and delivered in person, by registered or certified mail (with delivery receipt) or by email (with acknowledgement of receipt) or by email (with acknowledgement of receipt) to the contact address indicated in the Service Offer or to such other address as the Party may designate in writing in accordance with this paragraph; and (ii) shall be deemed to have been received on the day of delivery when delivered in person or on the third (3rd) business day after it is mailed or received in the case of registered or certified mail or email.
The Customer and Norda agree that, subject to the prior written approval of the other Party, each Party may use the other Party's name and logo in presentations, marketing materials, press materials, customer lists, financial reports, and customer lists on the website, provided, however, that it complies with the guidelines, standards and guides that either Party may issue from time to time in connection with the use of its names. and logos. Approval granted under this paragraph shall survive the expiration or termination of the Agreement until such approval is revoked by the Party that owns the names or logos in question, for any reason.
No waiver by a party of any of the provisions of this Agreement will be effective unless it is explicitly formulated in writing and signed by the party renouncing it. Except as otherwise provided in this Agreement: (a) no failure to exercise or delay in exercising any right, remedy, power, or privilege under this Agreement will operate or be construed as a waiver of this Agreement; and (b) no single or partial exercise of any right, remedy, power, or privilege under this Agreement will prevent any further exercise of it or the exercise of any other right, remedy, power, or privilege. For the sake of clarity, a waiver by one Party of any breach by the other Party will not be considered a waiver of any other subsequent breach.
If any of the terms or provisions of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the other terms or provisions of the Agreement and will not invalidate or make unenforceable such term or provision in any other jurisdiction.
No Party will be held liable for a delay or failure to perform its obligations under the Contract if such delay is caused by force majeure, governmental authority, war, civil unrest, non-performance by a third party caused by an act of force majeure as defined in this clause, or any other cause beyond its control that significantly prevents or impedes the performance by one of the Parties of its obligations under the Contract., including but not limited to the failures of equipment or telecommunications lines (“Force Majeure”), provided that the Force Majeure exception at execution does not apply to a payment obligation, unless the Customer is unable to fully access the Services for a period greater than sixty (60) days, in which case, all Fees paid for this period will be reimbursed by Norda until the Services are fully resumed. If a delay or failure by a Party to comply with its obligations is caused by force majeure, the performance of the Parties' obligations will be suspended for the period during which the force majeure event continues.
The Contract may be signed in several copies, each of which is considered to be an original, but the whole of which is considered to be one and the same Contract.
Norda will provide maintenance services to resolve issues that affect the Customer's ability to use the Services. These issues will be prioritized 0/1/2/3 as defined below:
Defined as minor support issues related to the daily operation of services and not affecting regular business operations. Support is provided by the Super User.
Defined as minor support issues related to the daily operation of services and not affecting regular business operations.
Defined as assistance related to abnormal behavior in the operation of services affecting daily business operations.
Defined as a major malfunction in the functioning of services seriously affecting daily business operations, so that the application is completely inaccessible.
If an issue with priority level 0 is not resolved, the Super User (as defined below) is responsible for moving the issue to the next priority level.
Norda support staff can also move issues from one priority level to another (but not de-escalate them), as may be reasonably required under the circumstances. The Services will not be considered unavailable or non-functional if the Customer's inability to benefit from the Services is caused solely by one or more of the following: (a) problems with Customer's hardware or software; (b) problems with third party power or telecommunications services or with network connectivity; (c) the negligence or misconduct of Customer's employees or agents; (d) hacking or DDOS attacks or similar from a third party; (e) scheduled maintenance for where the Customer has received at least twenty-four (24) hours' written notice; (f) emergency maintenance; (g) one minute of inaccessibility where the software is completely unavailable for all users, regardless of the page or data. The Customer is responsible for providing alternative equipment to their staff during a period of inaccessibility (for example, paper reports).
The Customer must designate at least one of its employees to act as a superuser (“Super-User”). The Super-User will be responsible for providing priority level 0 support within their organization. The Super User will receive appropriate training from Norda in order to be able to provide Level 0 support. Basic technical support to the Super User will be provided from 8:30 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding holidays in the United States of America and Canada. During support hours, Norda will provide a commercially reasonable level of staff sufficient to respond to technical support issues of all priority levels. Norda must also be allowed to contact Customer employees when necessary. From a time to be agreed between the Parties, Norda will also provide emergency technical assistance outside of the periods defined above to address priority 3 issues. The direct contact for emergency technical support will be an engineer with a thorough knowledge of the services.
Basic and emergency technical support will be provided by telephone and online (for basic support, it is recommended to use the customer portal and email, as in most cases the Customer will be asked to send data electronically via the customer portal or by email). The contacts and contact details provided by Norda may be updated by Norda from time to time, upon written notice to the Customer provided at least five (5) days prior to the update, based on a change in basic and emergency technical support contacts. Emergency technical assistance will be provided at coordinates that will be communicated during the Contract Period. On-site support may be provided to the Customer on a time and material basis under a separate written contract between Norda and the Customer. Technical assistance is offered in French and English.
Norda will, as far as possible, strive to meet the response and resolution deadlines set out below, and will devote at least the personnel listed in the “Norda Minimum Resource Commitment” article to mitigating and resolving the issue. A problem will be considered to have been “addressed” when a Customer employee has received a response to a technical support request from Norda personnel that meets “Norda's minimum resource commitment” for a problem of this priority level, confirming that work has begun to resolve the issue. A problem will be considered “resolved” when it no longer impedes the Customer's ability to use the Services.
As long as a problem is open, the Customer should do their best to answer any questions from Norda within thirty (30) minutes in order to help resolve the issue. If several problems occur at the same time, the Customer and Norda will make reasonable efforts to agree on a list of priorities.
The update objective is how often Norda should provide an update on the open question.
** Depending on the cause of the problem, resolution may take longer or shorter. The Customer will be notified while work to resolve or mitigate the problem is in progress.
