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Trial Agreement

By submitting the form, I accept the trial agreement below on the behalf of my company.
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Please read the agreement:

We selected VeroSoft Design Inc. (“VSD”) FOR THE ASSET GUARDIAN (TAG) PRODUCT to provide cloud-based products and services.
This Cloud Agreement is to answer our requirements for an efficient, robust and secure Cloud solution.
This Cloud Agreement encompasses three services:

  • The TAG Starter Cloud solution
  • Support services
  • Professional services

Additional services will be covered by separate agreements and/or addendum to this agreement, as required.

All of the services provided by VSD (“Provider”) in this Agreement and described below are collectively referred to as the “Services”,
and the fees and charges for the Services are set out in this Agreement. This Agreement, together with the schedules referenced
and incorporated herein shall form the Agreement for the services (“Agreement”).

PROVIDER INFORMATION (“Provider”)

VeroSoft Design Inc.
4000 Louis B. Mayer,
Laval, QC, H7P 0J1
Canada

1-SCOPE OF CLOUD SERVICES

Environment included in the Cloud services:
  • TAG Starter solution
  • Microsoft Azure platform as described in addendum
  • Access and security
  • Monitoring
  • Service levels described in Microsoft’s OnlineSvcsConsolidatedSLA(WW) and in WindowsAzure-SecurityPrivacyCompliance
    apply to Cloud services. Disaster recovery, site recovery and geo-redundancy are not included. For backup vault, three
    copies are included.
  • At the end of the agreement, the customer can elect to continue with the same database under a regular Cloud Agreement
    and/or can request a backup file of his database.

2- AGREEMENT

A. EFFECTIVE DATE AND MINIMUM SERVICE PERIOD

Both parties have determined the effective date of the agreement as being the signature date. The trial 7-day period will commence on the TAG basic training session’s date.
***The agreement is for a period limited to thirty (7) days.****
The Services will commence upon the Services Effective Date. Both parties have determined the effective date as being the signature date of this agreement.

B. PAYMENT

The Customer agrees to pay the Provider for the Services provided described in the present Agreement. The Provider shall invoice
the Customer upon order for any services or software. Invoices are payable by credit card and must be paid in full for an order to
be confirmed.
The scope of services may be modified and supplemented, from time to time, by mutual written Agreement of the parties, in order
to accommodate changes to the description of the services, or to accommodate any new projects under this Agreement.
C. SERVICE ORDER TERMS AND AGREEMENT
This Agreement shall constitute the entire Agreement between the parties with respect to the applicable and referenced Services,
and all prior or other understandings between the parties (either written or oral) are null and void.
D. PROVIDER’S OBLIGATIONS
The Provider is responsible for results concerning the environments and the delivery of the services.
It is the Provider’s responsibility to:
  • Have every mean in place to ensure coordination and execution of its mandate;
  • Make any disposition to ensure the functionality and availability of the service;
  • As required, make recommendations regarding the workstations and configurations required to run the application; and
  • Upon request, provide a quote estimate of effort and/or costs for all new requests for analysis, design, testing,
    documenting and delivering the requested items.
 E. CUSTOMER’S OBLIGATIONS
The Customer is fully responsible for the use of this service.
The Customer accepts to:
  • Comply with the notification procedures for the failure of the service;
  • Comply with all applicable dispositions under this agreement, including local and international laws and regulations;
  • Maintain all hardware, servers, client pc’s, data communication and networking equipment installed at Customer’s site. These are under exclusive responsibility of the Customer (purchase, maintenance, security, upgrade, etc.);
  • Maintain all hardware or software components to supplier supported versions or as recommended by the Provider;
  • Review and approve (or reject) all quotes returned by the Provider; and
  • Allocate all internal resources and time at Customer’s expense so to assist the Provider in performing the services, as
    required.
 F.PROHIBITED USE
Customer may only use the Cloud services for lawful purpose. Transmission or storage of any material in violation of any country,
federal, state, provincial or local regulation is prohibited. The use of the Cloud services to conspire to commit or support the
commission of illegal activities is forbidden as well. The Customer acknowledges that the Provider and the Customer and each of
their members, general partners, officers and directors could be fined, imprisoned and/or subjected to civil liability for any failure
by Customer to comply with the provisions of this paragraph.
G.INTERNET
Customer must recognize that the internet is a public communications network and that the Provider is only responsible for
maintaining the connection between the Customer’s servers and the public Internet connection. The Provider has no control of,
and will have no responsibility for, the failure of data to move across to the intended destinations, once delivered to the internet.
H. RETURN OF MATERIALS
Any and all Confidential Information, files, records, documents, information, data, and similar items relating to the business of either
party or any of the Customer’s customers, whether prepared by either party or otherwise, coming into either party’s possession as
a result of performing services for the Customer, shall remain the exclusive property of the that party and shall not be removed
from the premises of that party under any circumstances without the prior written consent of that party (except in the ordinary
course of business during active service under this Agreement), and in any event shall be promptly delivered to that party (without
the other party retaining any copies) upon the termination of this Agreement.
I. INSURANCE
The Provider is responsible for the equipment, any damage caused to it by negligence or theft and related re-installation of the
environments.
It is the Provider’s responsibility to subscribe to an Insurance Policy covering any risks encountered to the equipment, or damages
that the Provider might cause, as well as any damage from the services offered by the Provider.

1- SCOPE OF SUPPORT SERVICES

Assistance and support is offered exclusively for the TAG product during the trial period.
All support requests will be processed by VSD’s support team. The support@vsd.net address must be used to log
support requests. VSD will respond to all requests. It is the Customer’s responsibility to make sure the person sending a
support request is authorized to do so.
A quote will be submitted for any request requiring more than 2 hours of effort to be resolved. The effort for requests
taking up to 2 hours to resolve is presumed preapproved by the Customer. A minimum of 0.25 hour per request is
applicable. Support is available from Monday to Friday, from 6h to 20h, excluding public holidays. An emergency support line
is available off hours for critical support requests only. The terms and conditions from Addendum 1 apply to support requests.
2- VSD AND CUSTOMER RESPONSIBILITY
VSD’s Responsibilities:
  • Provide up-to-date contact information, including email addresses and phone numbers.
  • Analyze, document, prioritize and execute the activities required in order to resolve the issue or provide an answer.
Customer’s Responsibilities:
  • Provide all available information and an up-to-date test environment so VSD can reproduce and analyze the scenario or issue. Upon request, VSD’s technical team can create and/or maintain a test environment for the customer, these services are not included in the Advanced Support Plan coverage.
  • Provide up-to-date contact information, including email addresses and phone numbers.
  • Provide free access to the solution.
  • Provide any necessary assistance to support VSD with the resolution of the issue.

1- AGREEMENT

All services to be provided by VSD (“Services”) are described in this agreement. Any modification will be subjected to a written agreement (addendum) that will be approved by both parties.

2 – SERVICES: RATES, TERMS AND CONDITIONS

The rates, terms and conditions described in addendum apply to the services.

3- WARRANTIES

VSD warrantees that its responsibilities under this agreement will be executed in a professional and reasonable manner and that the services will be delivered according to the terms of this contract. The solutions and other information is delivered “as is” and will all faults. VSD, it’s suppliers and certification authorities do no and cannot warrant the performance or results the Customer may obtain by using the solution. VSD, its suppliers and certification authorities make no warranties, conditions, representations or terms (expressed or implied, whether by statute, custom, usage or otherwise) as to any matter, including, without being limited to, infringement of third-party rights, merchantability, integration, satisfactory quality or fitness for any particular purpose.
VSD warrants that: (a) the performance of the Work pursuant to this Agreement does not violate any Agreement or obligation between VSD and a third party; (b) the Work, as delivered to the Customer, does not and will not infringe on any confidential information, copyright, patent, trademark, trade secret, or other proprietary right held by any third party; and THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
4- TERMINATION WITH MOTIVE
Regardless of any other provision herein, any of the parties can terminate the agreement without notice if:
  1. The other party has overdue invoices to its account and has not emitted a payment for the overdue amounts thirty days after a notice has been sent by the invoicing party; or
  2. The other party does not remedy to a material violation of the agreement fifteen days after receiving a written notice advising it of the violation.

5- CONFIDENTIALITY

Both parties understand that they might gain access to the other party’s confidential information. Under this agreement, “Confidential Information” include confidential and personal information related to the business or activities of the parties (or of their customers and suppliers). Such information include all commercial, financial, technical or other information marked or designated as “Confidential” or “Proprietary” by one of the parties. Confidential information also includes information that, under the circumstances and in good faith, treated as confidential information. Under this agreement, “Confidential Information” does not include:
  1. Information that is currently public or that will become public following the approval of this agreement.
  2. Information legally received by a party from a third-party, without restriction on its disclosure and without such third-party breaching a non-disclosure obligation.
  3. Information that was in the possession or knowledge of a party before they received confidential information from the other party.
  4. Information developed by a party in an independent manner, without accessing or using confidential information from the other party.
Each party agrees not to use or disclose any confidential information to a third-party, except without the express written consent of the other party, except when required by law. Each party consents to put all necessary measures in place in order to maintain the confidentiality of all the information that they possess or control.
6 -GENERAL DISPOSITIONS
  1. This agreement constitutes the entire agreement between the parties, in respect to the subject matter hereof. No document can imply other obligations unless a written amendment is signed by both parties.
  2. Neither party can use the other party’s name, trademark or logo in its commercial marketing documents, press releases or any other material without obtaining the other party’s approval.
  3. The Customer cannot transfer the agreement or any of the rights herein without the written consent of the Provider, which can be refused.
  4. The rights and obligations of the parties will remain in effect after the termination of this agreement.
  5. Any notice required by or related to this agreement will be in written for and will be directly delivered to the parties or send by prepaid registered mail at the address indicated herein or by email with delivery receipt.
  6. Neither party shall be liable to damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by a “Force Majeure” event. When a force majeure event occurs, the claiming party must notify the other party immediately via any means available, followed by an official notification and the expected duration of the situation, and a similar notice should be issued upon its resolution. If this procedure is followed, there would be no penalty or liability to either party. A “Force Majeure” is any event that is insurmountable, unpredictable and irresistible, that prohibits the execution of the present agreement.
  7. This agreement shall be governed by and construed in accordance with Quebec law.
  8. Les parties ont toutes deux exigé que cette entente soit rédigée en anglais. Both parties requested that this agreement be written in English.

7- ADDENDUM 1: Terms and conditions

The following rates, terms and conditions apply to services delivered by VSD:
Terms and conditions:

  • All amounts are estimates for budgetary purposes (ie. totals will very based on the number of users and/or other components).
  • All amounts are in US dollars.
  • Please contact your account manager if onsite services are required. Specific terms and conditions apply.

Rates
The following rates apply to VSD services. Any change will be documented in an additional addendum to this agreement.

Support LevelHourly Rate
Professional services175,00 $
8- ADDENDUM 2: Scope TAG Starter Trial
The TAG Starter Deployment trial deployment scope is as follows:
  • One-time remote deployment of a TAG database with standard demonstration data. The customer will have access to the database for a period of seven (7) days.
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