MASTER SAAS SUBSCRIPTION AND SERVICES TERMS AND CONDITIONS

THIS MASTER SAAS SUBSCRIPTION AND SERVICES AGREEMENT (“Agreement”) is entered into as of __________, 20__ (the “Effective Date”) by and between ________________________, a _______________ corporation having offices at _________________________________________________, on behalf of its subsidiaries and Affiliates (collectively referred to as the “Customer”) and Intelex Technologies Inc. ("Intelex") having its primary address at 70 University Avenue, Suite 800, Toronto, Ontario, Canada M5J 2M4. Each individually is a “Party” and together they are the “Parties”.

 

Customer and Intelex hereby agree as follows:

 

  1. SCOPE

 

  1. Definitions

 

  1. ACCESS TO INTELEX PLATFORM

 

  1. CUSTOMER RESPONSIBILITIES WITH RESPECT TO THE INTELEX PLATFORM

 

  1. EHSQ ALLIANCE

 

  1. PAYMENT AND INVOICING

 

  1. PROPRIETARY RIGHTS

 

  1. CONFIDENTIALITY

 

  1. WARRANTIES

 

  1. INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT

 

  1. LIMITATION OF LIABILITY

 

  1. TERM AND TERMINATION
  2. GENERAL

 

 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.

 

 

INTELEX TECHNOLOGIES INC.

 

Signature

 

Signature

 

Name

 

Name

 

Title

 

Title

 

Date

 

Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Level Agreement Terms

  1. ADDITIONAL DEFINITIONS

 

  1. Availability

 

Actual Availability Percentage

Service Credit

>=99.9%

No credit

99 to 99.89%

0.25% of the Subscription Fee

98 to 98.99%

0.5% of the Subscription Fee

97 to 97.99%

0.83% of the Subscription Fee

< 97%

1.67% of the Subscription Fee

 

Service Credits will be applied on the next invoice for the Subscription Fee. The total Service Credits for any Subscription Term will not exceed the Subscription Fee for that Subscription Term.

 

  1. Support Services

 

Defect

Impact

Response Time

Severity 1 Item

SaaS is entirely inoperable as follows: (i) no users can log on to the web application; (ii) no users can log on to the mobile application; or (iii) no records can be submitted system-wide.

1 hour from time of Notification for Defect on production environment

Severity 2 Item

Customer is able to use the SaaS but one or more areas of function are inoperable, including: (i) Inability to run reports; (ii) Failure to submit records or modify existing records within an application. (iii) Failure to send notifications. (iv) Failure to execute scheduled events or services; or (v) Multiple users are prevented from accessing the SaaS.

1 Business Day from time of Notification for Defect on production environment

Severity 3 Item

Defect in the SaaS that does not meet the criteria for Severity 1 or Severity 2 Defect, including: (i) individual reports are not running; (ii) application defects: cannot close individual records; cannot advance workflow on individual records; cannot modify certain fields; (iii) individual emails are not generated and/or sent; (iv) individual imports cannot be run; and (v) failure of individual event services

3 Business Days from time of Notification

 

Severity 4 Item

A support inquiry, including: (i) specific functionality questions; (ii) Intelex process questions; (iii) defects regarding Intelex-Exchange; and (iv) patch requests

5 Business Days from time of Notification

 

  1. Customer Obligations

Customer agrees to provide Intelex with all information and materials requested by Intelex, including reasonable access to the SaaS to enable replicating, diagnosing and correcting a Defect reported by Customer. Support that requires Intelex to attend at Customer’s premises shall be at Customer’s expense.  Customer acknowledges that Intelex’ ability to provide satisfactory Support Services is dependent on Intelex having the information necessary to replicate the reported problem with the SaaS.

 

 

Annex A – Asset & Compliance Tracking System Service Levels

ACTS Service Levels: The Service Levels provided under this Annex only apply to ACTS services. Intelex offers the following service levels for its Support Services for the ACTS service:

 

Defect

Impact

Response Time

Severity 1

ACTS Service is entirely inoperable as follows: (i) no users are can log on to the web application; no users can log on to the mobile application; or (ii) no records can be submitted system-wide.

1 hour from time of Notification for Defect on production environment

Severity 2

Customer is able to use the ACTS Service, but one or more areas of function are inoperable. A core software function is any one of the following: (i) Inability to run reports; (ii) Failure of a Module (e.g. cannot submit records, or edit existing records in a module); (iii) Failure to send notifications; (iv) Failure to execute scheduled events or services, including batch data processing jobs; or (v) Multiple users are prevented from accessing the ACTS Service.

1 Business Day from time of Notification for Defect on production environment

Severity 3

Defect in the ACTS Service that does not meet the criteria for Severity 1 or Severity 2 Defect, including: (i) individual reports are not running; (ii) module defects: cannot close individual records; cannot advance workflow on individual records; cannot modify certain fields; or (iii) individual emails are not generated and/or sent.

3 Business Days from time of Notification

 

Severity 4

A support inquiry, including: (i) specific functionality questions; or (ii) process questions.

5 Business Days from time of Notification