WANTOO SAAS MASTER SUBSCRIPTION AGREEMENT


PLEASE READ THIS WANTOO SAAS MASTER SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICE (AS DEFINED BELOW). YOUR USE OF THE SERVICE IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THIS AGREEMENT.

BY USING THE SERVICE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, DO NOT USE THE SERVICE OR EXIT THE SERVICE IMMEDIATELY.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT GOVERNS YOUR USE OF THE SOFTWARE (AS DEFINED BELOW) AND BY USING THE SERVICE OR SIGNING THIS AGREEMENT, YOU ARE CONFIRMING THAT YOU UNDERSTAND THIS AGREEMENT, AND THAT YOU ACCEPT ALL OF ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT.


TERMS OF SERVICE

This Agreement is between Wantoo Networks Inc. or any of its affiliated entities (“WANTOO”) and the entity or individual agreeing to use these terms (“Client”). In consideration for the mutual promises contained herein and other good and valuable considerations, the parties agree as follows:


Software as a Service

This Agreement provides Client access and usage of certain proprietary software as a service for collecting customer feedback in connection with product development process, as specified and as further outlined at: https://wantoo.io/#Product, as such scope of software product may be amended and modified from time to time at WANTOO's sole discretion. WANTOO will provide this functionality through the Internet within a hosted server environment, application programming interface, or other WANTOO approved interface under the terms below (the “Service”).

Subject to Client's compliance with the terms of this Agreement (including, among other things, payment of fees), WANTOO grants Client and Client accepts from WANTOO a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Service solely for Client’s internal business use. The Service shall not be used by Client for, or on behalf of third parties that are not authorized under this Agreement.

Client acknowledges that its right to use the Service will be cloud-based only pursuant to the terms of this Agreement and that no software will be installed in any servers or other computer equipment owned or controlled by Client. The use of the Service pursuant to this Agreement shall be subject to any terms of use at https://wantoo.io/termsofuse [NTD: Please provide the correct link for the Terms of Use.] and privacy policy at https://wantoo.io/privacy/, as updated from time to time, and which are incorporated into this Agreement for all purposes.

Client Responsibilities. Client: (i) must keep its passwords secure and confidential; (ii) is solely responsible for Client Data (as defined herein) and all activity on its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify WANTOO promptly of any such unauthorized access; (iv) may not use the Service or the API (as defined herein) in a manner, as reasonably determined by WANTOO, that exceeds reasonable request volume or constitutes excessive or abusive usage; and (v) must use the Service in accordance with any and all applicable local, provincial, and federal laws. Third Party Access and Usage. Client may authorize its employees, service providers and other third parties to access the Service with user credentials which access must be for the sole benefit of Client and in compliance with this Agreement. Client is responsible for such representatives' compliance with this Agreement.


WANTOO Property

The software, workflow processes, user interface, designs, know-how, API (as defined herein) and other technologies provided by WANTOO as part of the Service are the proprietary property of WANTOO and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with WANTOO. Client may not remove or modify any proprietary marking or restrictive legends in the Service or API. WANTOO reserves all rights unless expressly granted in this Agreement. Client may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service or the API; or (vi) access the Service or use the API to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

The provisions of this paragraph 4 shall survive termination of this Agreement.


API.

WANTOO provides access to its application-programming interface (“API”) as part of the Service. Subject to the other terms of this Agreement, WANTOO grants Client a non-exclusive, non-sublicensable, non-transferable, revocable license to interact with the API only for purposes of interacting with the Service as allowed by the API. WANTOO will maintain and provide access to an API, unless it terminates the API for all customers with notice, if it is not technically feasible or economically viable to continue granting access to the API. The API is provided on an ‘AS IS’ and ‘WHEN AVAILABLE’ basis. WANTOO has no liability to Client as a result of any change, temporary unavailability, suspension, or termination of access to the API.


Client Data.

As between Client and WANTOO, all data uploaded by Client and collected by WANTOO (the “Client Data”) remains the sole property of Client. Client grants WANTOO the right to use, store and modify the Client Data for the purposes of WANTOO performing the Service under this Agreement. Client further grants WANTOO with the perpetual right to use Client Data to create aggregated or statistical data (or both): (i) in order to improve or otherwise modify the Service or to create new products and services; for the purpose of analyzing the Service and its use and publishing the results of such analysis; and in order to tailor and deliver to Client relevant information and communications; provided that such use of the Client Data will not reference personally identifiable information of Client . Client hereby warrants to WANTOO that it either owns or is a licensee of the Client Data and has the full requisite power and authority to grant WANTOO such usage rights. [NTD: Is Client Data intended to include information uploaded when Clients' customers provide feedback? If so, consider: (1) revising definition of Client Data to include information collected from or through WANTOO's relationship with Client; (2) changing reference in second last sentence to "any personally identifiable information"; and (3) whether last sentence in this paragraph still works.] Trial. Client may register for a trial use of the Service free of charge for the time period specified by WANTOO. WANTOO may, at its sole and absolute discretion, disable certain features of the Service and/or limit the size of requests made by Client during such trial period. All Client Data will be deleted within 30 days after the trial period, unless Client converts its account to a paid Service. Service during the trial is provided “as is” and WANTOO disclaims all warranties, representations and liabilities set forth in this Agreement and shall not be liable for damages of any kind related to Client’s use of the Service. [NTD: Is this relevant?] Subscription Confirmation;


Payments.

Client's subscription to the Service will be confirmed through an e-mail notice sent to the Client (the “Subscription Confirmation”). Client must pay all fees annually in advance or as specified on the Subscription Confirmation, if not specified then payment is due upon receipt of an invoice. Subject only to the terms of this Agreement, all fees paid are non-refundable. Client is responsible for the payment of any and all sales, use, withholding, GST, HST, VAT and other similar taxes. This Agreement contemplates one or more orders for Service, which orders are governed by the terms of this Agreement. If Client does not pay the amounts within five (5) days of the due date, WANTOO may suspend or terminate the Service. In addition, Client may be responsible for any additional charges related to the collection of outstanding amounts.

Client may pay for the Service online, and WANTOO may charge its credit card for all purchases and for any additional amounts owed to WANTOO. Client must provide a valid credit card and hereby explicitly authorize and empower WANTOO to use the credit card for such purpose. If Client’s credit card changes or expires, or is revoked, disputed or not valid for any other reason, WANTOO may suspend, terminate or both (without liability) Client’s use of the Service upon seven (7) day notice sent to Client via email (using its email address in the Subscription Confirmation).


Support.

WANTOO shall use commercially reasonable efforts to make the Service available on a 24x7 basis (twenty-four hours per day, seven days per week) during the term of this Agreement, except for: (i) scheduled system back-up or other on-going maintenance as required by WANTOO and of which notice has been provided to Client, or (ii) for any unforeseen cause beyond WANTOO’s reasonable control, including but not limited to, internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement. WANTOO reserves the right to monitor and reasonably restrict Client’s ability to use the Service if Client is using excessive computing resources which are impacting the performance of the Service for other subscribers. WANTOO agrees to notify Client in cases where it restricts such use and use good faith efforts to determine an appropriate alternative or work­around solution.


Term.

This Agreement commences on the date Client first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

The term of each subscription shall be twelve (12) months unless otherwise specified in the applicable Subscription Confirmation. Except as otherwise specified in an Subscription Confirmation and subject to Client's compliance with the terms of this Agreement (including, among other things, payment of fees), subscriptions will automatically renew for additional periods equal to the expiring subscription term or twelve (12) months (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless WANTOO may give Client a written notice of a pricing increase at least thirty (30) days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

Either party may terminate this Agreement for convenience by providing the other party with a thirty (30) day prior written notice. A party may terminate this Agreement for cause (i) upon fourteen (14) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

If this Agreement is terminated by Client in accordance with this paragraph 10 or by WANTOO pursuant to paragraph 10(c), WANTOO will refund Client for any prepaid fees covering the remainder of the term of all Subscription Confirmations after the effective date of termination. If this Agreement is terminated by WANTOO in accordance with this paragraph 10 (other than pursuant to paragraph 10(c)), Client will pay any unpaid fees covering the remainder of the term of all Subscription Confirmations. In no event will termination relieve Client of its obligation to pay any fees payable to WANTOO for the period prior to the effective date of termination. Upon request by Client made within thirty (30) days after the effective date of termination or expiration of this Agreement, WANTOO will make the Client Data available to Client for export or download as determined by WANTOO. After that thirty (30) day period, WANTOO will have no obligation to maintain or provide Client Data, and will thereafter delete or destroy all copies of Client Data in WANTOO’s systems or otherwise in its possession or control, unless legally prohibited.


Confidentiality and Privacy.

Client shall use its best commercial efforts (and in no case less than the efforts used to protect its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Service, the API, the user interface design and layout, WANTOO’s financial, professional and/or other business affairs, and this Agreement (the “Confidential Information”).

Client must use the same degree of care that it uses to protect the confidentiality of its own confidential information, but in no event less than reasonable care, not to disclose or use any Confidential Information for any purpose outside the scope of this Agreement (and use of Service). Client must make commercially reasonable efforts to limit access to Confidential Information to those of its employees and contractors who need such access for the purposes consistent with this Agreement and who have signed a confidentiality agreement with Client no less restrictive than the confidentiality terms of this Agreement.

The terms of confidentiality and non-disclosure contained herein shall expire three (3) years from the date of the termination of this Agreement.

Confidential Information excludes information that: (i) is or becomes generally available to the public without breach of any obligation owed to WANTOO; (ii) was known to Client prior to disclosure pursuant to this Agreement without breach of any obligation owed to WANTOO; or (iii) is received lawfully from a third-party under circumstances permitting its use or disclosure to others. Client may disclose Confidential Information to the extent required by law or court order, but will provide WANTOO with advance notice to seek a protective order.

WANTOO hereby agrees that in performing the Service under this Agreement, WANTOO may have access to personal information and that at all times during the term of this Agreement, WANTOO, in dealing with such personal information, will comply with the privacy policy at https://wantoo.io/privacy/, as updated from time to time, and applicable privacy laws.

Limited Warranty. WANTOO warrants that it has the power and authority to grant the subscription for the Service granted to Client hereunder. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS,” AND WANTOO DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Limitation of Remedy and Liability. Client represents that it accepts sole and complete responsibility for: (a) the selection of the Service to achieve Client’s intended results; (b) use of the Service; and (c) the results obtained from the Service. WANTOO does not warrant that Client’s use of the Service will be uninterrupted or error-free. Client shall not assert any claims against WANTOO based upon theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and Client shall defend WANTOO from any demand or claim, and indemnify and hold WANTOO harmless from any and all losses, costs, expenses, or damages, including reasonable attorneys’ fees, directly or indirectly resulting from Client’s use of the Service. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WANTOO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WANTOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, under no circumstances shall WANTOO be liable for any loss, costs, expenses, or damages to Client in an amount exceeding the actual amounts paid to WANTOO by Client within the preceding twelve (12) months under this Agreement.


General Provisions.

Money Damages Insufficient. Any breach by Client of this Agreement or violation of WANTOO’s intellectual property rights could cause irreparable injury or harm to WANTOO. WANTOO may seek a court order to stop any breach or avoid any future breach. Suspension; Termination. If Client breaches any of its obligations under this Agreement, WANTOO shall have the right to suspend or terminate Client’s access to the Service or the API on a temporary or permanent basis, with or without notice, at its discretion. Electronic Notice. For purposes of service messages and notices about the Service, WANTOO may place a notice across its pages to alert Client of important notices. Alternatively, notice may consist of an email to an email address associated with Client’s account. Client understands that WANTOO has no liability associated with Client’s failure to maintain accurate contact or other information. Governing Law; Forum Selection. This Agreement shall be governed by and will be construed in accordance with the laws of the Province of British Columbia and the laws of Canada as applicable hereto. Any action under or concerning this Agreement shall be brought exclusively in the Province of British Columbia. The parties irrevocably agree and consent that said forum is convenient and has jurisdiction to hear and decide any such action.

Headings.

The paragraph headings in this Agreement are for convenience only and they form no part of the Agreement and shall not affect the interpretation thereof.

Severability. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect.

No Waiver. The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement.

No Assignment. Client may not assign or transfer this Agreement to any third party. WANTOO may assign and transfer this Agreement without any restrictions.

No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.

Force Majeure. WANTOO will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond its control, including but not limited to fire, flood, storm, acts of God, war, malicious damage, failure of a utility service or transport or telecommunications network.

No Additional Terms. WANTOO rejects additional or conflicting terms of any Client form or purchasing document. Order of Precedence. If there is an inconsistency between this Agreement and an Subscription Confirmation, the Subscription Confirmation prevails.


Complete Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the Service, and supersedes any and all prior or contemporaneous understandings or agreements whether written or oral. Subject to (n) below, no amendment or modification of this Agreement will be binding unless reduced to writing, signed by duly authorized representatives of the parties and with such writing making specific reference to this Agreement and its intention to amend this Agreement.


Miscellaneous.

WANTOO reserves the right, at its sole discretion, to modify, discontinue or terminate the Service, at any time and without prior notice; provided that, unless otherwise mutually agreed in writing, no such modification, discontinuation or termination will be effective until the expiry of the Client's current subscription term. WANTOO further reserves the right, at its sole discretion, to modify this Agreement at any time and without prior notice. If WANTOO modifies this Agreement, WANTOO will post a notification on its website or otherwise notify Client of the modification. By continuing to use the Service after WANTOO has notified Client of a modification to this Agreement, Client agrees to be bound by the modified Agreement. If the modified Agreement is not acceptable to Client, Client's only recourse is to stop using the Service.

(Version 1.0; June ♦, 2016)