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Quality-By-Design Software Ltd. – (“QBD”)

QUALITY-WORKS.net SUBSCRIPTION AGREEMENT

PLEASE READ THE FOLLOWING PRIOR TO ACCEPTING THE SUBSCRIPTION AGREEMENT:

Definitions in this Agreement:

• Book Subscriber is a person or company that has requested access to a sample Quality-Works.net project from a book or e-book, and has permission to use the Quality-Works.net project at no cost for as long as QBD permits, subject to the terms and conditions below.
• Demonstration Subscriber is a person or company that has requested a “FREE 60 day Trial” through the Quality-Works.net web site at www.Quality-Works.net or as otherwise determined by QBD, and has permission to use Quality-Works.net at no cost for a period of up to 60 days, subject to the terms and conditions below.
• Full Subscriber is a person or company that has paid for a subscription to Quality-Works.net, subject to the terms and conditions below.
• Student Free Subscriber is a person attending a post secondary educational institution or participating in a professional or technical internship program who has permission to use certain functions of Quality-Works.net at no cost for a period of up to one four-month semester, renewable subject to the terms and conditions below.
• Student Paid Subscriber is a person attending a post secondary educational institution or participating in a professional or technical internship program who has permission to use Quality-Works.net for a single project at a reduced cost for a period of up to one four-month semester, renewable subject to the terms and conditions below.
• Subscriber is all of the above, subject to the terms and conditions below.

Requesting a Subscription

A Subscriber may request a subscription by providing the subscription information requested on the Quality-Works.net web site at www.Quality-Works.net, , in a book published by QBD, or as otherwise determined by QBD. QBD has sole discretion to accept or reject a subscription request.

In addition to providing the subscription information requested on the Quality-Works.net web site, a Full Subscriber or Student Paid Subscriber also pays the associated subscription fees.

The Quality-Works.net Subscription Provides for a Full Subscriber and Demonstration Subscriber:

Access to and use of Quality-Works.net via the Internet, as further described hereafter. It permits the Full Subscriber and Demonstration Subscriber’s designated and authorized personnel and their guests and designates (“Users”) to read and/or input and process the Subscriber’s own data. The maximum number of concurrent Users shall be as specified in the Subscription Information submitted to the Quality-Works.net web site and updated quarterly in advance.

As a Full or Demonstration Subscriber you also receive:

• Unlimited access to Subscriber’s database resident on Quality-Works.net by all Users;
• The ability of your Administrator to customize your copy of that database to your business;
• The benefit of the most up to date release of Quality-Works.net;
• The processing power of the QBD’s application and web servers always configured to give you maximum performance from Quality-Works.net; and,
• Free regular Quality-Works.net software updates, upgrades and maintenance.

The Demonstration Subscriber’s use and access is limited to a single 60-day period starting from the date access to Quality-Works.net is provided, as determined by QBD.

The Quality-Works.net Subscription Provides for a Student Paid Subscriber:

Access to and use of Quality-Works.net via the Internet, as further described hereafter. It permits the Student Paid Subscriber’s designated and authorized personnel and their guests and designates (“Users”) to read and/or input and process the Subscriber’s own data for a single project set up by QBD based upon the Student Paid Subscriber’s educational interests as provided on the Quality-Works.net web site.

As a Student Paid Subscriber you also receive:

• Unlimited access to the Quality-Works.net database resident in the single project on Quality-Works.net by all Users;
• The benefit of the most up to date release of Quality-Works.net;
• The processing power of the QBD’s application and web servers always configured to give you maximum performance from Quality-Works.net; and
• Free regular Quality-Works.net software updates, upgrades and maintenance as they may affect the single project.

The Student Paid Subscriber’s use and access is limited to a single semester period to a maximum of four months starting from the date access to Quality-Works.net is provided, as determined by QBD, renewable upon application each semester of study at QBD’s sole discretion.

The Quality-Works.net Subscription Provides for a Student Free Subscriber:

Access to and use of Quality-Works.net via the Internet, as further described hereafter. It permits the Student Free Subscriber to view and/or have partial input and processing capability for a single project set up by QBD staff based upon the Student Free Subscriber’s educational interests as provided on the Quality-Works.net web site, and shared with other Student Free Subscribers. The Student Free Subscriber agrees and understands that its name and email address will be visible to QBD, who is managing the project, as well as other Student Free Subscribers. The Student Free Subscriber agrees that neither QBD nor its staff or officers has responsibility for contact or attempted contact by any other Subscribers or Users who have access to Quality-Works.net.

As a Student Free Subscriber you also receive:

• Unlimited access to the Quality-Works.net database resident in the single project on Quality-Works.net shared by some or by all Student Free Subscribers;
• The benefit of the most up to date release of Quality-Works.net
• The processing power of the QBD’s application and web servers always configured to give you maximum performance from Quality-Works.net; and,
• Free regular Quality-Works.net software updates, upgrades and maintenance as they may affect the single project.

The Student Free Subscriber’s use and access is limited to a single semester period to a maximum of four months starting from the date access to Quality-Works.net is provided, renewable upon application each semester of study at QBD’s sole discretion.

The Quality-Works.net Subscription provides for a Book Subscriber:

Access to and use of Quality-Works.net via the Internet, as further described hereafter. It permits the Book Subscriber to view and/or have partial input and processing capability for one or more projects as set up by QBD staff as provided on the Quality-Works.net web site, and shared with other Book Subscribers. The Book Subscriber agrees and understands that its name and email address will be visible to QBD, who is managing the project, as well as other Book Subscribers and Student Free Subscribers. The Book Subscriber agrees that neither QBD nor its staff or officers has responsibility for contact or attempted contact by any other Subscribers or Users who have access to Quality-Works.net.

As a Book Subscriber you also receive:

• Unlimited access to the Quality-Works.net database resident in the single project on Quality-Works.net shared by some or by all Student Free and Book Subscribers;
• The benefit of the most up to date release of Quality-Works.net;
• The processing power of the QBD’s application and web servers always configured to give you maximum performance from Quality-Works.net; and,
• Free regular Quality-Works.net software updates, upgrades and maintenance as they may affect the single project.

The Book Subscriber’s use and access is provided at QBD’s sole discretion.

How to activate the Subscription

BY FILLING IN THE INFORMATION REQUESTED ON THE QUALITY-WORKS.NET WEB SITE AT WWW.QUALITY-WORKS.NET OR OTHERWISE REQUESTED BY QBD AND SUBMITTING THE SUBSCRIBER INFORMATION DULY EXECUTED TO QBD, THE PERSON OR LEGAL ENTITY IDENTIFIED AS THE SUBSCRIBER AGREES TO THE SUBSCRIPTION TERMS AND CONDITIONS SET OUT HEREIN (THE “AGREEMENT”) GOVERNING THE SUBSCRIBER’S AUTHORIZED PERSONNEL, GUESTS AND DESIGNATES ACCESS TO, AND THE SUBSCRIBER’S USE OF, QUALITY-WORKS.NET.

QBD Responsibilities to Subscriber

It is QBD’s responsibility to:

• Ensure Quality-Works.net is available for access via the internet, globally 24 hours per day, 7 days a week subject to any communications, or other, disruptions howsoever caused, including power failure, acts of third parties, internet viruses or misuse, or acts of nature.
• Provide the Subscriber’s authorized number of concurrent Users the use of Quality-Works.net via the Internet, using supported web browser(s).
• Ensure that Quality-Works.net shall be the most recent commercial release of the Quality-Works.net software, the functionality of which is set out in the supplied documentation.
• Ensure that Users have the ability to input Subscriber specified options and data.
• Carry out all software code maintenance for Quality-Works.net so that maintenance is not a concern of the Subscriber.
• Perform regular database back-ups in the manner and frequency set out in the documentation, and provide recovery services to restore the Subscriber database from such back- ups in the event of a Subscriber database failure.
• Provide support to the Full Subscriber’s duly appointed Administrator between the hours of 9:00 a.m. and 4:00 p.m. Pacific Standard time (excluding weekends and Canadian legal holidays) provided the Administrator has first availed itself of the on-line assistance in the form of Quality-Works.net Help screens in the Quality-Works.net application and FAQ’s (Frequently Asked Questions) as may be posted on www.Quality-Works.net. Such support will be in the form of responses to the Administrator’s questions or concerns as forwarded by email to Quality-Works.net from www.Quality-Works.net .

If deemed necessary by QBD, the Administrator will be authorized by QBD, by email, to contact a designated support person for telephone assistance. The Subscriber’s Administrator shall, in turn, provide all necessary support to the Subscriber’s Users.

QBD shall have no obligation to provide any support to any Subscriber or User other than Full Subscribers.

Quarterly or Semester Subscription Fee

THERE ARE NO FEES PAYABLE BY BOOK SUBSCRIBERS, BY DEMONSTRATION SUBSCRIBERS DURING THE 60-DAY TRIAL DEMONSTRATION SUBSCRIPTION PERIOD AS DETERMINED BY QBD, OR BY STUDENT FREE SUBSCRIBERS DURING A VALID SCHOOL SEMESTER AS DETERMINED BY QBD. THE BALANCE OF INFORMATION IN THIS PARAGRAPH DESCRIBES THE FEE STRUCTURE ASSOCIATED WITH A PERMANENT SUBSCRIPTION FOR FULL SUBSCRIBERS AND STUDENT PAID SUBSCRIBERS.

The Subscription Fee for Full Subscribers is calculated on a one-quarter year basis. The Subscription Fees applicable to use of Quality-Works.net as described herein are invoiced every ninety (90) days and are payable, in advance, to QBD unless otherwise agreed. Full Subscriber is solely responsible for and will pay all applicable taxes and duties (including HST, GST, PST, state and withholding taxes) without deduction. QBD may vary any Subscription Fee or other fees upon ninety days prior written notice of the new prices to the Subscriber, including notice by e-mail to the Full Subscriber’s Administrator. If Full Subscriber does not wish to obtain the Subscription services at the new price, the Full Subscriber may terminate this Agreement upon at least 30 days notice prior to the date that the new prices are stated to come into effect. All QBD invoices are payable net 30 days. Any overdue sums bear interest at a rate of 2% per month, 24% per annum. QBD has the right to suspend access to any Full Subscriber whose invoice is not paid within 30 days.

The Subscription Fee for Student Paid Subscribers is calculated on a four-month semester basis. The Subscription Fees applicable to use of Quality-Works.net as described herein are invoiced upon request for access and are payable, in advance, to QBD unless otherwise agreed. Student Paid Subscriber is solely responsible for and will pay all applicable taxes and duties (including HST, GST, PST, state and withholding taxes) without deduction. QBD may vary any Subscription Fee or other fees upon ninety days prior written notice of the new prices to the Student Paid Subscriber, including notice by e-mail to the Student Paid Subscriber. If Student Paid Subscriber does not wish to obtain the Subscription services at the new price, the Student Paid Subscriber may terminate this Agreement upon written notice. All QBD invoices for Student Paid Subscribers are payable in advance of access being provided. QBD has the right to immediately suspend or refuse access to any Student Paid Subscriber whose invoice is not paid in advance, or whose payment to QBD is dishonoured for any reason.

Optional Professional Service Fees

Any Professional Services relative to Quality-Works.net, including training, shall be by written quotation, agreement or purchase order, and be provided at QBD’s then standard time and materials rates charged to its Subscribers generally. All invoices for Professional Services shall be issued upon the Professional Services being rendered and shall be subject to the same payment terms as noted in the paragraphs above.

Subscriber Responsibilities

It is Subscriber’s own responsibility to:

• Provide for its own access to the Internet, arrange for secure Internet access to Quality-Works.net and pay any third party fees associated with such access.
• Purchase and maintain a supported web browser and any other software necessary for Users to securely use Quality-Works.net via the web.
• Obtain from QBD, and maintain in secrecy, User ID numbers and passwords for each User License purchased. The User ID numbers, passwords and other security codes are used to verify the Subscriber’s usage of Quality-Works.net. It is the Subscriber’s responsibility to verify whether or not the person accessing Quality-Works.net using a particular User ID number, password or other security code is the actual User designated and authorized by the Subscriber.
• Train its Users in the access to and use of Quality-Works.net including the input, editing and processing of the Subscriber Data.
• Supervise and police its User’s use, and its other personnel’s’ access to, Quality-Works.net.
• Ensure the timeliness, accuracy and completeness of Subscriber input data.
• Implement reasonable safeguards to protect the security of Subscriber’s own computer equipment and networks, Internet access, Quality-Works.net, Subscriber’s database and QBD’s servers.
• Ensure that any parties’ proprietary and intellectual property rights (including copyright) are not infringed by the Subscriber’s input of data.
• Maintain, modify, or add additional hardware or software to utilize Quality-Works.net in the event QBD may make changes to Quality-Works.net that may recommend such Subscriber changes. QBD will give Subscriber at least 90 days prior written notice of any such changes. All related expenses thereto are Subscriber’s sole responsibility.

The Subscriber agrees that it shall not:

• License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Quality-Works.net™ Content in any way;
• Modify or make derivative works based upon Quality-Works.net™ Content;
• Create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or
• Reverse engineer or access the Service in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Service, or copy any ideas, features, functions or graphics of the Service.

How to End the Subscription

The Full Subscription shall be for an initial term of three months from the Subscription Start Date (“Initial Term”) and shall be automatically renewed for subsequent three-month terms (“Renewal Terms”) provided this Agreement does not expire or terminate as set out herein. The Student Paid Subscription shall be for an initial term of four months from the Subscription Start Date and may be renewed for subsequent four-month term (“Renewal Terms”) provided this Agreement does not expire or terminate as set out herein. In addition to any other provisions of this Agreement, the Subscription shall terminate in each of the following events:

• At the option of Full Subscriber or QBD by the party providing at least sixty-days (60) days written notice of non-renewal to be effective at the expiry of the term then in effect.
• At the option of Subscriber or QBD upon thirty (30) days written notice if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within the thirty (30) days notice period;
• At the option of Subscriber or QBD if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or if a receiver or trustee in bankruptcy is appointed for the other party, or if any proceeding in bankruptcy, receivership, or liquidation is instituted against the other party and is not dismissed within thirty (30) days following commencement
• At the option of the Subscriber, upon at least thirty (30) days written notice prior to the effective date of any QBD announced increase in the Subscription Fee.
• Effective immediately without notice at the option of QBD in the event any act or omission of Subscriber or its Users or Administrator compromise the security of Quality-Works.net or its web site or web server.

The right of termination shall be in addition to all other rights and remedies available to the parties for default or wrongdoing by each other. Upon termination of this Agreement by QBD for any reason other than non-payment of subscription fees owing, QBD will deliver electronically to the Full Subscriber the Subscriber Data in a xml file format. QBD shall have no obligation to deliver or make available Demonstration Subscriber, Student Paid or Student Free Subscriber data and shall have no obligation to deliver or make available Full Subscriber data in the event of non-payment of subscription fees owing.

In the event that QBD or its successors or assigns, are unable to continue to provide the Subscription services to the Full Subscriber having a current and effective Subscription Agreement, due to causes beyond QBD’s reasonable control such as cessation of QBD’s business, QBD shall make available to the Full Subscriber a copy of the Quality-Works.net  software in executable code form only, under Quality-Works.Net’s standard non-exclusive end user license upon payment by the Full Subscriber to QBD or its successor of an amount equal to the then current QBD list license fee. QBD shall have no obligation to deliver or make available Demonstration Subscriber, Student Paid or Student Free Subscriber data or Quality-Works.net software in executable code form.

Other Legal Terms

Warranty of Title and Ownership – QBD warrants, for the sole benefit of Subscriber, that it has all rights necessary to provide access to and use of Quality-Works.net to the Subscriber. All proprietary and intellectual property rights, title and interest including copyright, trade-mark and trade secret rights in and to anything associated with Quality-Works.net remains that of QBD and no license to, or right of possession, of Quality-Works.net software is provided to the Subscriber. Subscriber may not use QBD trademarks such as “Quality-By-Design” and “Quality-Works.net” without prior written permission of QBD.

Warranty of Software – QBD’s sole obligation and liability shall be to use reasonable efforts to remedy any non-conformance of Quality-Works.net to its functional description as set out in its current documentation. In the event such non-conformance is unable to be remedied by QBD, using reasonable efforts, QBD shall refund to a Full Subscriber the Subscription Fee payable by the Subscriber for the immediately preceding one-month period and this Agreement will be terminated.

SPECIFIC EXCLUSION OF OTHER WARRANTIES – THE WARRANTY OF TITLE AND THE Quality-Works.net SOFTWARE WARRANTY SET OUT ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OR ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. WITHOUT LIMITING THE ABOVE, QBD CORP DOES NOT WARRANT THAT QUALITY-WORKS.NET SHALL BE PROVIDED IN A MANNER FREE FROM INTERRUPTION OR ERRORS.
NO INDIRECT DAMAGES – IN NO EVENT SHALL QBD BE LIABLE TO SUBSCRIBER OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT) IN CONNECTION WITH QUALITY-WORKS.NET OR ANY OTHER QBD PRODUCT, SERVICE OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. IF FOR ANY REASON QBD BECOMES LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY DIRECT OR OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), INCURRED IN CONNECTION WITH THIS AGREEMENT OR QUALITY-WORKS.NET OR ANY OTHER QBD PRODUCT OR SERVICE, THE AGGREGATE LIABILITY OF QBD FOR ALL DAMAGES, INJURY, AND LIABILITY INCURRED BY SUBSCRIBER AND ALL OTHER PARTIES IN CONNECTION WITH QUALITY-WORKS.NET, OR OTHER QBD PRODUCT OR SERVICE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE SUBSCRIPTION CHARGES AND FEES PAID TO QBD FOR ACCESS TO AND USE OF QUALITY-WORKS.NET IN THE MONTH IMMEDIATELY PRECEDING THE DATE OF SUCH DEFAULT. ALTHOUGH QBD MAY PROVIDE BASIC INSTALLATION AND OPERATIONAL SECURITY GUIDELINES WITH THE QUALITY-WORKS.NET, SUBSCRIBER AGREES THAT IT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE SECURE ACCESS TO QUALITY-WORKS.NET, THE INPUT AND USE OF ALL SUBSCRIBER DATA, USE OF Quality-Works.net, ANY INTERNET TRANSACTIONS OR COMMUNICATIONS WITH OTHER SUBSCRIBERS, SUPPLIERS, DISTRIBUTORS OR ANY OTHER THIRD PARTIES. QBD HAS EXPLICITLY INFORMED YOU THAT THE INTERNET IS NOT A SECURE MEDIUM AND MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO INTERRUPTION OR DISRUPTION AND INADVERTENT OR DELIBERATE SECURITY BREACHES. YOU ACKNOWLEDGE THAT YOU ARE NOT DEPENDING ON US OR OUR AGENTS OR REPRESENTATIVES WITH RESPECT TO INTERNET SECURITY OR SECURED COMMUNICATIONS.

Confidentiality – Subscriber shall not at any time whether before or after the termination of this Agreement disclose, furnish, or make accessible to anyone any confidential information. Confidential Information means all information of a nature or kind disclosed by QBD directly, or through Quality-Works.net, that implies a quality of confidence. QBD, its technical documentation, content or pricing strategies of QBD or any such similar information shall be deemed to be Confidential Information. Subscriber agrees that the fact of its use of QBD products or services may be disclosed to others by QBD, and Subscriber shall have the right to disclose to others that it uses Quality-Works.net.

General

This Agreement is the complete and exclusive statement of the Agreement between QBD and Subscriber. This Agreement is not assignable by Subscriber. All notices and requests in connection with this Agreement shall be given or made upon the respective parties in writing. This Agreement and performance hereunder shall be governed by the laws of the Province of British Columbia, Canada. If Subscriber should default in the performance or observance of any of its obligations hereunder QBD may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the Subscriber’s default is remedied.