Last Updated: March 1, 2020
SOFTWARE AS A SERVICE (SAAS) TERMS AND CONDITIONS
These Platform as a Service (PaaS) and Services Terms and Conditions (“Terms” or this “Agreement”) govern the purchase of the license to the Software and access to Services by the Firm and its Users (“you”, “your”, and terms of similar meaning) made available by Countable Inc. (“we”, “us”, “Provider” and terms of similar meaning) and its suppliers.
By accepting this Agreement, by (a) clicking a box indicating acceptance, (b) accepting or executing an Order Form that references this Agreement, or (c) otherwise accessing or using the Services, you agree to be bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms. If a Firm registers for a free trial of the Services, the applicable provisions of these Terms will also govern that free trial.
If you are accepting this Agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term “Firm” or “User” (as the case may be) shall refer to such entity and its affiliates. If you do not have the authority to accept this Agreement, or you do not agree with these Terms, you must not accept this Agreement and may not use the Services.
Order Forms are automatically deemed to include all of the terms and conditions of these Terms; provided that whenever the provisions of the Order Form expressly conflict with these Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of the Terms.
1.1 “Applicable Law” means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over this Agreement or the supply or use of the Services.
1.2 “Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario.
1.3 “CASL” means any applicable federal, provincial and local laws, regulations and rules governing the sending of commercial electronic messages.
1.4 “Client” means a client of the Firm.
1.5 “Client Data” means data or content inputted into the Software by a Client or any of its employees.
1.6 “Cloud Provider” has the meaning given in Section 5.1.
1.7 “Fees” means the fees to be paid by the Firm pursuant to an Order Form, these Terms and any applicable Schedules.
1.8 “Firm” shall mean the individual or organization who is bound by the terms of an Order Form and these Terms and Conditions.
1.9 “Firm Content” means any data or content inputted.
1.10 “Firm Data” means any data or content inputted into the Software by the Firm or any of its employees or Users and hosted on the servers of the Cloud Provider, including, but not limited to Firm Marks, User Content, engagement letters, signature lines and pre-drafted footers.
1.11 “Firm Marks” means the Firm’s trademarks (registered and unregistered), trade names, designs, logos and other indicia of origin that are uploaded by the Firm or its Users onto the Software or Website.
1.12 “Order Form” means (i) the Countable Platform as a Service (PaaS) Order Form; (ii) an online order specifying the Services to be provided hereunder, that is entered into between the Firm and the Provider, including any Schedules, addenda and supplements thereto.
1.13 “Personal Information” means any information relating to identifiable individuals and which is made available to the Provider by the Firm or Users .
1.14 “Privacy Laws” means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and any similar legislation enacted by any province or territory of Canada.
1.15 “Schedule” means a schedule, which is attached to this Agreement, or which may be added hereafter by written agreement of the parties.
1.16 “Services” means the use of the Software and other related services to be provided by the Provider to the Firm pursuant to the Order Form.
1.17 “Software” means the Countable automated workflow platform as a service licensed to the Firm and the number of User licenses purchased by the Firm pursuant to the terms of the Order Form.
1.18 “Super Administrator” or “Super Admin” means a person or persons assigned by the Firm to have the authority to act as the administrator of the subscription on behalf of the Firm.
1.19 “Term” shall have the meaning given in Section 11.1.
1.20 “Third Party Content” means any data owned or licensed by a third party and inputted into the Software. For greater certainty, Third Party Content includes, but is not limited to Professional Engagement Forms (PEG Forms) and other content provided by CPA Canada (including Practice Management, Advisory, Compilations and Tax Guide (PACT)).
1.21 “User” means an individual user who (i) is permitted to use the Software; and (ii) agreed to these Terms. Users may include employees or contractors of the Firm and clients of the Firm who are authorized to use the Services.
1.22 “User Content” means any data or content inputted into the Software, or generated within the Software by, a User, save and except for Client Data.
2. PRIVACY AND SECURITY
3. USER ACCOUNTS
3.1 Provisioning and User Accounts. Upon agreeing to an Order Form, the initial Administrator of the Firm will be permitted to register for a User account. The initial Administrator may add other Administrators and authorize Users subject to the limitations and additional terms described in the Order Form. The Initial Administrator and other Administrators shall be deemed to have the authority to manage (including adding and removing) Users. Administrators may deactivate any User if the Administrator wishes to terminate access to the Service for any User. Access to specific features of the Services are only be available to specific user types.
3.2 Free Trial. If a Firm agrees to a free trial pursuant to an Order Form or registers for a free trial on the Provider’s website (“Free Trial”), the Provider will make the applicable Services available to the Firm on a trial basis free of charge until the earlier of (a) the end of the Free Trial period for which the Firm registered to use the applicable Services, or (b) the start date of the Initial Term under an Order Form. Additional trial terms and conditions may appear on the Free Trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference. Any Firm Data accumulated by a User during a Free Trial will be permanently lost unless the User, on behalf of a Firm, agrees to an Order Form or exports such Firm Data before the end of the Free Trial period. Notwithstanding anything to the contrary in Sections 9 and 10, during the Free Trial, the Services are provided “as-is” without any warranty, support or service levels and the Provider shall have no indemnification obligations nor liability of any type with respect to the Services for the Trial Period unless such exclusion of liability is not enforceable under Applicable Law in which case the Provider’s liability with respect to those Services provided during the Free Trial shall not exceed $1,000.
3.3 Registration. Upon logging into the Software for the first time, the Administrators and Users will be prompted to register for a User account. Administrators and Users agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms on the Software (“Registration Data”); (b) maintain the security of the their access credentials and immediately notify Provider of any unauthorized use (or suspected unauthorized use); (c) maintain and promptly update the Registration Data, and any other information the they provide to the Software, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information provided to Provider. The Firm shall be responsible for all activity by Users on the Software, including the activity performed on the Software through the User accounts by an agent, representative, employee (including former employees who maintained access to the Services), or any other person acting on behalf of such User. It is the responsibility of the Firm to delete User accounts or otherwise remove access to Users who should no longer be active (e.g. a User who is no longer an employee or contractor of the Firm or a Vendor of the Firm). The access credentials are the property of Provider and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised (or if Provider suspects they have been compromised), or if you violate these Terms.
4. LICENSE TO SOFTWARE AND LICENSE RESTRICTIONS
4.1 License to Software. Provider hereby grants to Firm and authorized Users a non-exclusive, non-transferable license to use the Software and solely permit the Firm and its authorized Users to use the functionality contained within the Software for legitimate purposes during the Term.
4.2 License Restrictions. Except as set forth in this Agreement, the Order Form, any Schedule and to the extent contrary by Applicable Law: the Firm and User may not (a) make or distribute copies of the Software; (b) alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form; (c) sell, rent, lease, host or sublicense the Software (except as is incidental or necessary for the provision of the Software to Users); (d) modify the Software or create derivative works based upon the Software; provided however that the foregoing will not restrict Firm’s rights to exploit any Firm Data which may be incorporated into, reside in, or form a part of the Software; (e) use the Services in a manner that breaches the rights of any third party, any contract or legal duty or violate any Applicable Law; (f) copy the Services or any part, feature, function or user interface thereof; (g) access or use the Services in order to build a competitive product or service; and/or (h) use the Services other than for its intended purposes.
5. HOSTING AND SUPPORT
5.1 Hosting. The Provider will cause the Software to be hosted on a cloud server maintained by a reputable third party provider (“Cloud Provider”). The Provider will be responsible for contracting with the Cloud Provider, and for paying all fees and charges of the Cloud Provider. All Firm Data stored on the Services is located on servers operated by the Cloud Provider in Canada and/or the United States. Provider reserves the right to provide the Services from locations, and/or through use of subcontractors, worldwide but will not do so without the prior written consent of the Firm.
5.2 Support, Training. Support, maintenance and training Services are provided to the Firm in accordance with the terms of the Provider’s Service Level Agreement.
5.3 Backups. The Provider will create a backup or cause its Cloud Provider to create a backup of the Software (including all Firm Data) no less frequently than once every twenty-four (24) hours. Upon request from the Firm, the Provider will provide the Firm with a copy of the most recent backup available. Provider adheres to reasonable practices and procedures to prevent data and information loss but does not make any guarantees that there will be no loss of data or information.
6. FIRM REPRESENTATIONS AND WARRANTIES; FIRM RESPONSIBILITIES
6.1 Firm Representations and Warranties. The Firm represents and warrants that the Firm’s use of the Services and the use of the Services by the Firm’s Users will (a) be consistent with this Agreement and any licenses provided; and (b) comply with Applicable Law, including Privacy Laws and CASL. The Firm shall be liable for the acts and omissions of any of its Users, directors, officers, employees, contractors, representatives or agents as if such act or omission were an act or omission of the Firm.
6.2 Requirement Active Subscription to CPA Canada PEG/PACT. The Firm agrees that the Firm and its Users access to the Software and Services is conditional upon the Firm having an active subscription to the CPA Canada Professional Engagement Guide (PEG) and/or Practice Management, Advisory, Compilations and Tax Guide (PACT) at all times during the Term. The Provider reserves the right, in its sole discretion, without any notice or liability to the Firm or any User, to impose limits, change, suspend or terminate the Firm or any User’s license to use the Software, or any portion thereof, for failure to comply with this Section 6.2.
6.3 Additional Responsibilities. The Firm agrees (a) that it shall be responsible for providing and maintaining its own Internet access with the necessary bandwidth speeds as recommended by the Provider and all necessary telecommunications equipment, services, software and other materials (collectively, “Firm Equipment”) at the Firm’s location(s) necessary for accessing the Services; (b) the Firm represents and warrants that it has the right to enter into this Agreement and to allow the Provider to perform the Services; and (c) the Firm is solely responsible for providing, updating, uploading, modifying and maintaining the Firm Data.
6.4 Firm Indemnity Regarding Use of Services and Firm Data. The Firm shall be solely responsible for all inputs, selection and use of the Services and all Firm Data or other data transmitted, received or created using the Services, even if transmitted, received or created by someone else, and the Firm agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability which may result therefrom or from any breach by the Firm or its Users of this Agreement.
6.5 Acceptable Use of the Services. The Firm and its Users may not:
(a) Use, or encourage, promote, facilitate or instruct others to use the Services or the Website for any illegal, harmful or offensive use or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful or offensive;
(b) Use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device
(c) Make network connections to any users, hosts, or networks unless the Firm has permission to communicate with them; and/or
(d) Distribute, publish, send or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising or solicitations (like ‘spam’), including commercial advertising and informational announcements.
The Provider reserves the right, but does not assume the obligation, to investigate any violation of this Section or misuse of the Services or Website.
7. FEES, EXPENSES AND PAYMENT
7.1 Fees. In consideration for the Services described herein, the Firm shall pay to the Provider, in advance, the Fees more particularly described in the Order Form and any applicable Schedules. Except as otherwise specified herein or in the Order Form, (i) the Fees are based on the Services purchased in each plan and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) a subscription type (pertaining to certain User quantities) cannot be decreased during the relevant subscription term.
7.2 Invoices and Payments. The Provider shall invoice the Firm, in advance, for the Services in accordance with the terms of the Order Form. The Firm shall pay such invoices within five (5) calendar days of receipt (or such other time as specified in the Order Form or any Schedule). Taxes shall be identified and shown as separate items on each invoice. Late payments are subject to interest in the amount of two percent (2%) per month on overdue amounts and interest thereon.
7.3 Taxes. The Firm shall be responsible for all applicable sales, goods and services, harmonized sales, value added, use, excise, other similar taxes, levies and charges not otherwise included in the Fees imposed by applicable tax authorities on the provision of Services hereunder. The Firm shall pay to the Provider such taxes, levies and charges which the Provider is registered to charge and collect.
7.4 Suspension of Service and Acceleration. If any charge owing by the Firm under these Terms or any other agreement is thirty (30) days or more overdue, the Provider may, without limiting its other rights and remedies, accelerate the Firm’s unpaid fee obligations under such agreements, so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full.
8. INTELLECTUAL PROPERTY, FIRM DATA AND PRIVACY
8.1 Ownership of the Software. Except for any grant of licenses in this Agreement or as otherwise expressly provided in this Agreement, the Provider and its licensors, as applicable, shall retain all copyright, patent rights, trade secret rights, trademarks and other proprietary rights or interests (“Intellectual Property Rights”) in the Software. Nothing in this Agreement, the Order Form, or any Schedules shall be deemed to convey to the Firm or any other party, any ownership right, in or to Software.
8.2 Ownership of Firm Data. The Provider acknowledges and agrees that, as between the Parties, the Firm is the sole and exclusive owner of the Firm Data, and that no right or interest in the Firm Data, other than pursuant to Section 8.3 of this Agreement, and will be collected, handled and used by the Provider only in compliance with the terms of this Agreement.
8.3 License from Firm to Provider. The Firm hereby grants to the Provider a non-exclusive, royalty-free, non-transferable, limited right to use during the Term, Firm Data provided to the Provider solely to perform Services pursuant to this Agreement.
8.4 Ownership of Client Data. The Provider acknowledges and agrees that, as between the Parties, the Client is the sole and exclusive owner of the Client Data, and that no right or interest in the Client Data, other than pursuant to Section 8.5 of this Agreement, and will be collected, handled and used by the Provider only in compliance with the terms of this Agreement.
8.5 License from Client to Firm and Provider. The Client hereby grants to the Firm and the Provider a non-exclusive, royalty-free, non-transferable, limited right to use during the Term, Client Data provided to the Firm and Provider solely to perform Services pursuant to this Agreement.
8.6 All Other Rights Reserved, Further Assurances. Except as expressly set forth herein or in the Order Form or a Schedule, all Intellectual Property Rights are expressly reserved by the parties. The Firm or the Provider, as applicable, shall execute and deliver such instruments and take such other steps as may be requested by the Provider or the Firm, as applicable, from time to time in order to give effect to the provisions of this Article.
8.7 Privacy Laws. Firm and authorized Users hereby acknowledges and agrees that Provider’s performance of this Agreement may require Provider to process, transmit and/or store
Firm Personal Information or the Personal Information of Firm employees or Users. By submitting Personal Information to Provider, Firm agrees that Provider may process, transmit and/or store Personal Information only to the extent necessary for, and for the sole purpose of, enabling Provider to perform its obligations to under this Agreement. In relation to all Personal Information provided by or through Firm to Provider, Firm will be responsible for complying with all applicable Privacy Laws that regulate the processing of Personal Information. Firm agrees to obtain all necessary consents and make all necessary disclosures before including Personal Information in Firm Content or User Content and using the Software and Services. Firm confirms that Firm is solely responsible for any Personal Information that may be contained in Firm Content or User Content. Firm is solely responsible for determining the purposes and means of processing Personal Information by Provider under this Agreement, including that such processing according to Firm’s instructions will not place Provider in breach of applicable Privacy Laws.
Provider will only process Firm Personal Information in a manner that is reasonably necessary to provide Services and only for that purpose. Firm agrees to provide any notices and obtain any consent related to Provider’s use of the data for provisioning the Services, including those related to the collection, use, processing, transfer and disclosure of Personal Information. Firm shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Firm data.
8.8 Third Party/Open Source Content and Software. The Software may contain or provide the ability to integrate the Service with Third Party Content, third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, the Firm and its Users are also accepting the Third Party Licenses, if any, set forth therein. To view the Third Party Licenses, please contact firstname.lastname@example.org. The Firm and all authorized Users agree that the Provider has no liability arising from use of any integrations or arising from such Third Party Content, third party software, open source software and related services. The Provider may modify or cancel the integrations at any time, without notice.
8.9 License by Firm to Use Feedback. The Firm grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Firm or Users relating to the operation of the Software or the Services.
9. DISCLAIMER AND LIMITATION OF LIABILITY
9.1 Disclaimer. Except as set out in the Order Form or this Agreement, the Services are provided to the Firm and authorized Users on an “as is” basis, without warranties from the Provider of any kind, either express or implied. The Provider expressly disclaims all other warranties, express or implied, including, without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, unless otherwise specified in the applicable Order Form. The Provider does not warrant that the Services will be error-free or will operate without interruption.
9.2 No Indirect, Etc. Damages. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CLAIM FOR (I) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, (II) COMPENSATION FOR LOSS OF PROFITS, ANTICIPATED REVENUE, SAVINGS OR GOODWILL, OR (III) EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES HOWSOEVER INCURRED; IN EACH CASE UNDER ANY THEORY OF LAW OR EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
9.3 Limitation of Aggregate Liability. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED UNDER THIS AGREEMENT, THE LIABILITY OF EITHER PARTY FOR ANY CLAIM, DEMAND OR CAUSE OF ACTION WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY LOSSES, DAMAGES, COSTS AND EXPENSE (INCLUDING BUT NOT LIMITED TO LEGAL FEES) (COLLECTIVELY, “LOSSES”) ARISING OUT OF OR RESULTING FROM THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE FIRM TO THE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE LOSS. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under sections entitled “intellectual property, firm data and privacy”, “indemnification”, or “confidentiality”.
9.4 Reasonableness of Limitations. The Provider, the Firm and Users agree that the limitations contained in this Section 9 are reasonable in scope and form an integral part of this Agreement.
10.1 Indemnity by Firm. The Firm agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Provider may incur as a result of or in connection with any third party claim relating to or resulting from (a) any breach by the Firm of the Firm’s obligations under this Agreement, including its obligation to comply with all Applicable Law; or (b) any third party claim that the Firm’s use of any Firm Data or Third Party Content infringes, misappropriates or otherwise violates the intellectual property rights of any third party.
10.2 Indemnity by Provider. The Provider agrees to defend, indemnify and hold the Firm, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Firm may incur as a result of or in connection with: (a) any valid claim that the Software or any portion of it infringes the intellectual property rights of any third party; (b) any third-party claim relating to or resulting from any breach by the Provider of the Provider’s obligations under this Agreement, including its obligation to comply with all Applicable Law.
11.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date set out in the Order Form and continue for a length of time described in the Order Form as the Initial Term (“Initial Term”). Thereafter, this Agreement will automatically renew for successive terms equal to the length of time of the Initial Term (“Renewal Terms”), unless terminated in accordance with this Agreement.
(a) Prior to Renewal. Except in the case of a month-to-month term, either party may terminate this Agreement by providing written notice to the other party at least (60) days prior to the end of the then current term. For month-to-month terms, the Firm may provide written notice of cancellation to terminate this Agreement and the Firm’s account will be deleted at the end of the then-current month. For greater certainty, such notice may be given prior to the end of such a current term but will only take effect at the end of the then current term.
(b) Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement, including any failure to make payments when due, and such other party fails to cure such breach in all material respects within thirty (30) days after being given notice of the breach from the non-breaching party.
(c) Insolvency. Either party may terminate this Agreement, upon written notice to the other party, if such other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due.
11.3 Early Termination. If this Agreement is terminated pursuant to Section 11.2 prior to the end of such current term, the Firm shall pay to the Provider, as liquidated damages and not a penalty, an amount equal to the total monthly Fees (as described in the Order Form) multiplied by the number of months remaining prior to the end of such current term.
11.4 Termination and Suspension of Users. Notwithstanding any provision of these Terms, the Provider reserves the right, in its sole discretion, without any notice or liability to the Firm or any User, to (a) terminate a User’s license to use the Software, or any portion thereof; (b) block or prevent a User’s future access to and use of all or any portion of the Software; (c) change, suspend, or discontinue any aspect of the Software; and (d) impose limits on the Software.
11.5 Effect of Termination. If this Agreement is terminated in accordance with Section 11.2, then:
(a) Each party shall promptly deliver to the other party, all papers, databases, documents, software programs, and other tangible items (including copies) constituting the other party’s Confidential Information in its possession or under its control, or on request, destroy such materials and certify that it has done so;
(b) upon a request by the Firm within thirty (30) days of termination, the Provider will within fifteen (15) days of such request, provide to the Firm a copy of the Firm Data in a format that is readable using commercially available third party software and or the Software; and
(c) upon a request by the Firm within thirty (30) days of termination, the Provider will delete and cause to be deleted all Firm Data from all computer systems owned and controlled by the Provider. If no such request is received, Provider will retain Firm Data in a secure archived (non-production) format for one year from the date of termination, in the event the Firm should decide to re-activate it its account.
12.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Firm’s Confidential Information includes FirmData. The Provider’s Confidential Information includes the Software, the Services and the terms and conditions of this Agreement. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party.
12.2 Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
12.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.
12.4 Destruction. Each party, upon the request of the other party or within thirty (30) days after termination of this Agreement (whichever is earlier), agrees to return and cause its representatives to return, all copies of Confidential Information belonging to or provided by the other party or destroy such copies as directed by that party and certify their destruction.
12.5 Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage or any kind and nature suffered by the other party as a result of any breach by it or its representatives of its obligations relating to confidentiality contained in this Section 12.
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement shall be treated, in all respects, as an Ontario contract.
13.2 Survival. Any terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive such termination. This includes, without limitation Section 8 (Intellectual Property, Firm Data and Privacy) (but not section 8.3 (License from Firm to Provider)), Section 9 (Disclaimer and Limitation of Liability), Section 10 (Indemnification), Section 11.5 (Effect of Termination), Section 12 (Confidentiality) and applicable provisions of Section 13 (General).
13.3 Dispute Resolution.
(a) This Section 13.3 sets out the process (the “Dispute Resolution Process”) for resolving all disputes, issues, controversies, and/or claims arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement (“Disputes”).
(b) Either party may initiate the Dispute Resolution Process by sending a notice of a Dispute (a “Dispute Notice”) to the other party. Upon delivery of a Dispute Notice to either party, each party shall appoint a knowledgeable, responsible, non-lawyer, management representative to meet and negotiate in good faith with the representative of the other party in order to resolve the Dispute.
(c) All Disputes that are not resolved within thirty (30) days following delivery of a Dispute Notice shall be arbitrated and finally resolved, with no right of appeal, even on questions of law, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English.
(d) Notwithstanding anything contained in the Agreement to the contrary, either party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction whenever the facts or circumstances would permit a party to seek such relief.
13.4 Relationship. The relationship between the Firm and the Provider will at all times be one of independent contractors and nothing herein shall be construed as implying an employment, partnership, or joint venture relationship. The Provider is not an employee of the Firm and is not entitled to any benefits that the Firm may provide to its employees. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in this Agreement.
13.5 Force Majeure. Except as expressly provided otherwise in this Agreement, dates and times by which the Firm or the Provider is required to perform under this Agreement, the Order Form, or a Schedule (except for any payment obligation) will be postponed automatically to the extent and for the period of time that the Firm or the Provider, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to beyond reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the Order Form or Schedule would have put in place contingency plans to either materially mitigate or negate the effects of such event. A party seeking to rely on this Section must (i) notify the other party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.
13.6 Non-Solicitation. During the Term and for a period of one (1) year following termination of this Agreement for any reason, neither party may, directly or indirectly, (a) solicit for employment any employee or independent contractor of the other party who was materially involved in the performance of this Agreement; or (b) induce or attempt to induce any employee or independent contractor of the other party who was materially involved in the performance of this Agreement to leave his or her employ or contract, as applicable, with such other party. The foregoing will not prevent either party from hiring any employee or independent contractor who responds to a job posting or advertisement that is not specifically targeted at such employee or independent contractor.
13.7 Currency. Unless otherwise specified in the Order Form, all references to amounts of money in this Agreement refer to United States (USD)currency.
13.8 Notices. Notices that we give to you (other than notice of amendment of this Agreement), may be provided in any of the following ways. First, we may email the Administrator(s) at the contact information provided in the Order Form or any registration data. Second, we may post a notice on the Provider’s website. It is your responsibility to periodically review the Provider’s website for notices. The Firm may provide notice to the Provider by (a) submitting a ticket through the help desk; or (b) e-mailing the Provider.
13.9 Successors and Assigns. This Agreement shall ensure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. The Provider may assign this Agreement, in its sole discretion.
13.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
13.11 Entire Agreement. This Agreement, the Order Form and the Schedules constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.
13.12 Waiver. No term or provision of this Agreement is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.
13.13 Fully Negotiated Agreement. The Firm and the Provider acknowledge and agree that all of the provisions of this Agreement have been fully negotiated, that neither of them shall be deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one party on the ground that such provision was drafted by the other party.
13.14 Language. The parties have required that this Agreement and all deeds, documents and notices relating to this Agreement be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.
13.15 Modification of Terms. The Provider may modify this Agreement at any time by (a) posting a notice on the Provider’s website or on the Software; or (b) by emailing the Administrator(s) of the Firm. The Provider will also update the “Last Updated” date at the top of the Agreement. You are responsible for checking the Agreement whenever you access or use the Services. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you must stop accessing and using the Services.
13.16 Questions. If you have any questions regarding these Terms or your use of the Services, please contact us here:
Countable Inc. (“Countable”, “we”, “us”, “our” and terms of similar meaning) take your privacy rights very seriously. We are committed to transparently describing our privacy practices, including how we collect, use and disclose (a) your personal or personally identifiable information (“Information”); and (b) non-personal data we obtain from your activity on the Services (as defined below) (“Data”) as part of providing the Countable website (www.countable.co) (the “Site”) and the Countable Platform as a Service (the “Platform”) (collectively, the “Services”).
We also encourage you to read and understand our Terms and Conditions (“Terms”).
1. What Information Do We Collect?
(a) General. Our primary purpose in collecting Information and Data from you voluntarily is to provide you with a secure, efficient and customized experience when using the Services. We will only ask for and collect Information and Data that we consider necessary to provide our Services.
(b) Information and Data.
(i) When signing up for a Firm or User account, Firms and Users of the Services must provide the Information as requested or where indicated. Where possible, on these forms we indicate which fields are required and which fields are optional. Our primary purpose in collecting Data from you voluntarily is to provide a secure experience. When using the Services, we may collect, without limitation, Information including: your first and last name, company name, email, address, phone number, professional license number, status with CPA Canada, financial information, other information inputted by you. We may also collect Data generated from your use of the Services. We also collect any personal information that you provide to us via our chatbot.
(ii) As you use the Services, you can, or may be required, from time to time enter or send to us Information, which may include, without limitation, Information that you share on your account as a User or Firm.
(c) Payment and Banking Information. When you add a credit/debit card, payment method or banking information to any Firm account, these payment details will be shared with our third party payment processor(s). We do not store credit/debit card, payment method or banking information on our servers. If you modify which Administrator account provides payment for the Services, we will require that Information to be updated for your continued access to the Services.
(d) Information and Data Collected Automatically.
(ii) “Cookies” and similar technologies are small files we and our third-party service providers (e.g., advertising, marketing and analytics), may place on your computer and devices. These technologies are used to help us better provider our Services (for example, analyzing trends, administering the site, tracking users’ movements around the site and to gather demographic information about our user base as a whole.) We may receive reports based on the use of these technologies by these companies on an individual as well as aggregated basis.
- We partner with a third party to either display advertising on our Site or to manage our advertising on other sites. Our third party partner may use technologies such as cookies to gather information about your activities on this Site and other sites in order to provide you advertising based upon your browsing activities and interests. If you wish to not have this information used for the purpose of serving you interest-based ads, you may be able to set your preferences in your browser or your device. Please note this does not opt you out of being served ads. You will continue to receive generic ads.
2. How We Use Your Information and Data
We may use your Information to determine your eligibility to register for a Firm or User account or to continue to have a Firm or User account on the Service. We may also use your Information and Data to provide to you the license for the Services; to provide you with the Services; communicate with you, either directly or through one of our partners, including for marketing and promotional purposes; to improve our marketing and promotional efforts; to advise of pricing and Service updates; facilitate transactions and payments (if and as applicable); resolve service disputes; troubleshoot problems; to analyze usage of our Services; to improve our content and product offerings; deliver information to you that, in some cases, is relevant to your interests; customize your experience, the content, layout and services; detect and protect us against error, fraud and other criminal activity; enforce our Terms; provide you with system or administrative messages; and/or as otherwise described to you at the time of collection. These uses improve the Services and better tailor it to meet your needs, so as to provide you with a secure, efficient and customized experience while using the Services.
3. How We Share Your Information and Data
(a) To Whom do We Transfer Your Information and Data:
(i) Subsidiaries, Affiliates & Service Providers. We may use the services of subsidiaries, affiliates and third party service providers (collectively, “Third Parties”) in connection with our provision of the Services, including, without limitation, for the processing of payments, marketing, off-premise data hosting, communication services, account hosting and Information collecting and analysis services. We may disclose your Information and Data to the Third Parties in the course of our use of their services. We take care to use Third Parties that we believe are reputable and capable of performing the services we require of them, including, without limitation, the handling of confidential information and Information and Data and the compliance with all applicable laws. We use contracts and other measures to ensure these Third Parties have comparable data protection measures to our own, and we only authorize them to use your Information to provide their services to us, not for their own use.
(ii) Storing and Processing Your Information and Data Outside Canada. In some cases, Information and Data that we collect may be stored or processed outside of Canada. When that occurs, we continue to protect the Information and Data with appropriate safeguards and data export requirements, but it may be subject to the legal jurisdiction of those countries and governmental authorities in those countries.
(b) How we disclose Information and Data
(i) Anonymized Aggregated Data. We may aggregate and anonymize your Data and use and disclose it for a variety of purposes, including analytics. We may also use aggregated data of Firms and Users to improve our algorithms, measure service usage, publish summaries and develop new features. We will not display or otherwise disclose information where a Firm or User can be identified. In addition, we do not display or otherwise disclose any Information. Furthermore, we may need to occasionally review raw data and the results for system maintenance. If this review is necessary, we will only see the unique identifier number with the data.
(iii) Sale of Business. We may disclose Information and Data to the acquiror or its agents in the course of the sale of our business. If we do this, the disclosure will be subject to confidentiality arrangements customary in such transactions.
4. Communication Preferences
You can always unsubscribe from our commercial and promotional emails, but we may still send you communications relating to your status as a Firm and your Users and your use of the Services in accordance with applicable anti-spam legislation.
5. Information and Data Retention
(a) General Retention Policy. We securely dispose of your Information after it has fulfilled its purpose, or when the purpose for which it was collected no longer exists.
6. Your Information and Data Rights
In accordance with the applicable privacy laws, you may have the following rights with respect to your Information and Data:
(a) Right of Access and Portability. You may ask for an overview or copy of your Information and/or Data to be provided to you; and/or transferred to another organization.
(b) Right to Rectification. You may review your Information and delete and/or update it through your User Account or by contacting us, to ensure it is accurate and complete on the Services.
Please contact us at email@example.com if you would like to exercise any of the above rights.
We strive to protect your Information and Data by putting in place a range of technical and organizational measures to safeguard and secure the Information and Data we receive from you, including without limitation, security technologies. We are continuously utilizing security measures to protect your Information and Data from unauthorized access or against loss, misuse or alteration. Despite our efforts, we cannot guarantee the security of your Information and Data. Unauthorized entry or use, hardware or application failure and other factors, may compromise the security of your Information and Data at any time. We reserve the right, without any limitation, to investigate any suspected breaches of the Services’ security or information technology or other systems or networks.
It is our goal to make our privacy practices easy to understand. If you have questions, concerns or if you would like more detailed information, please email our data controller at firstname.lastname@example.org.
Last Updated: June 3 2022
What Type Of Information Do We Collect?
We collect your information when you interact with our Services, you Communicate with us, and when we engage with Third Parties.
(i) Information Provided By You
We collect the following information directly from you when you interact with our Services or Communicate with us:
Contact Information, such as your first and last name, company name, mailing address, firm information, email address, and telephone number.
Professional Information, such as your professional license number, status with CPA Canada or other regulatory bodies, or other information requested concerning your professional background.
Account Credentials, including your username, password, password hints, and information used for authentication and account access.
Demographic Information, such as your age, gender, zip code, and country.
Billing Information, such as your payment information (e.g., credit or debit card number), expiration date, security code, bank account information, or other financial information provided by you when purchasing our Products. We do not store such payment information on our servers.
Profile Information, such as your interests, preferences, purchasing history, favorites.
Communications Content, such as any messages you send to us such as feedback and questions to customer support, information you publicly post on our Sites or other websites (such as product reviews or blog comments), e-mail messages, and recordings of telephone calls with customer service or our representatives.
(ii) Information Collected Automatically
(iii) Information Collected From Third Parties
We use a variety of Third Parties to provide you with the Services. From time to time, we may collect information about you from those Third Parties, including for fraud protection purposes, authentication and verification, and other related business and commercial purposes.
How Do We Use Your Information?
We may use the information we collect from and about you to:
Improve our Services;
Offer our Services to you;
Deliver our Services;
Personalize our Services;
Facilitate transactions and payments;
Resolve service disputes, or otherwise troubleshoot problems;
Enforce our terms and policies;
Provide you with information about our Services;
Security and to detect fraud and illegal activities;
Research and analytical purposes;
To fulfill your requests;
To Communicate with you;
To facilitate a business transaction, such as a merger, acquisition, asset sale, bankruptcy, or other related proceeding;
Ad measurement purposes, delivery of ads, marketing, and other ways to personalize our Services for you;
To comply with the law, enforce our policies, or respond to a legal request such as a subpoena;
And for any other purpose described by us in any relevant notice.
How Do We Share Your Information?
Depending on the circumstances, we may share your information in the following circumstances:
(i) With Your Consent.
We may disclose, share, or make available your information with your consent, which may be obtained in writing, online, through “click-through” agreements, when you accept our terms for our Sites, orally (including over the telephone), or by other means.
(ii) With Service Providers & Business Partners.
We may disclose, share, or make available your information with our third-party service providers, business partners, and other third parties, such as credit / debit card processing partners, partners that facilitate billing, shipping, and customer service, third-party auditors and law firms, marketing and advertising networks (including those that provide ad measurement services), internet service providers, data analytics providers, companies that help debug and identify and repair errors that may impair the functionality of our Sites, and third parties that help protect against malicious, deceptive, fraudulent, or illegal activity.
(iii) In A Business Transfer.
We may disclose, share, or make available your information as part of a business transaction, such as a merger or acquisition, joint venture, corporate reorganization, financing, or sale of company assets, or in the unlikely event of insolvency, bankruptcy, or receivership, in which such information could be transferred to third parties as a business asset in the transaction.
(iv) For Legal Process & Protection.
We may disclose, share, or make available your information to satisfy any law, regulation, legal process, governmental request, or where we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to: (1) enforce or apply agreements, or initiate, render, or bill for use of the Sites; (2) protect our rights or interests, property or safety or that of others; (3) in connection with claims, disputes, or litigation – in court or elsewhere; (4) protect users of our Services and other carriers, providers, or partners from fraudulent, abusive, unlawful, or otherwise improper use of our Sites; (5) facilitate or verify the appropriate calculation of taxes, fees, or other obligations due to a local, state, or federal government.
Cookies & Related Technology
(i) What Are Cookies?
A cookie is a small file containing a string of characters that is sent to your computer or device when you visit a website or use an online service. The cookie then communicates with servers, ours (e.g., first-party cookies) or those of another third-party (e.g., third-party cookies) that we have authorized to place on our Sites. When you visit our Sites again, the cookie allows us to recognize your browser or device. Cookies may store unique identifiers, user preferences, and other information.
(ii) How Long Do Cookies Last?
We may use “session cookies” or “persistent cookies.” Session cookies are temporary and expire once you close your browser or once your session ends. Persistent cookies remain on your device for much longer or until you or your browser erase them. Persistent cookies have varying durations that are dependent on their expiration date. For more information about what cookies are being set, and their duration, you may visit our Cookie Manager Tool.
(iii) What Types Of Cookies Do We Use?
Necessary Cookies. These cookies are necessary for you to browse the Sites and use their features, such as accessing secure areas of the Sites. Without these cookies, certain aspects of the Sites may not be available to you.
Preferences Cookies. These cookies collect information about how you have used the Sites in the past and allow the Sites to remember the choices you have made. These cookies allow us to improve how the Sites work for you and tailor the Sites to your preferences.
Statistics Cookies. These cookies collect information about how you use the Sites, such as which pages you most often visit on the Sites, the time you spend on the Sites, which links you click on, and any issues encountered. These cookies help us understand how visitors interact with the Sites. All information collected is aggregated and do not identify you.
Marketing Cookies. These cookies track your online activity to help deliver advertisements that are relevant to you and your interests and measure the effectiveness of the advertising campaigns. They also limit how many times you see a certain advertisement. We may share the information collected through these cookies with others, such as advertisers.
Our Sites, and some of our e-mail communications, may from time to time contain small electronic files known as beacons (also known as web beacons, clear GIFs, pixel tags, single-pixel GIFS) that permit us, for example, to count users who have visited those pages or opened an email communication, and for other related statistical analysis. Beacons in email marketing campaigns allow us to track your responses and your interests in our content, offerings, and Sites. You may use the tools in your device to disable these technologies as well.
Links To Third Party Sites
Our Services, from time to time, may contain links to third-party websites and services. Please note that these links are provided for your convenience and information, and may operate independently from us and have their own privacy policies and/or notices. You are strongly encouraged to review such policies or notices. We do not endorse or make any representations or warranties concerning, and will not in any way be liable for, any informational content, products, services, software, or other materials available on other websites, even if one or more pages of the other websites are framed within, or linked to, a page of our Services.
Do Not Track
Our Sites may, from time to time, collect information about your online activities, overtime time and across our Sites. Third parties may also collect information about your online activities, over time and across different internet websites, online or cloud computing services, online applications, or mobile applications. Some browsers support a “Do Not Track” feature, which is intended to be a signal to websites that you do not wish to be tracked across different websites you visit. Our Sites do not currently change the way they operate based upon detection of a “Do Not Track” or similar signal.
How Do We Store & Protect Your Information
Although no system or website can guarantee the complete security of your information, we take all commercially reasonable steps to ensure your information is protected in accordance with all applicable laws and regulations, as appropriate to the sensitivity of your information.
How Long Do We Keep Your Information?
We keep your information for as long as necessary in accordance with the purposes for which it was collected, our business needs, and our legal and regulatory obligations. If we dispose of your information, we will do so in a way that is commercially reasonable taking into account the sensitivity of the information.
We provide you with the ability to exercise certain controls and choices about how we collect, use, share, and store your information. Please note, for some of these rights (such as the Right to Access and Right to Delete), we may take steps to verify your identity by matching the information you provide with your request with the information we have on file about you. Depending on the sensitivity of the information at issue, we may utilize more stringent verification methods, including but not limited to requiring you to sign a declaration under penalty of perjury.
To submit any of the requests below, or have a request submitted by your representative, please submit your request to email@example.com.
Right of Access. Depending on where you live, you may have a right to ask that we disclose to you the categories and in some cases specific information we have collected about you in the 12 months preceding the date of your request, or as otherwise required under applicable law, including information about from where we collected this information and how it has been shared.
Right to Correct. Depending on where you live, you may have a right to correct the information we have about you, subject to certain restrictions recognized by law.
Right to Delete. Depending on where you live, you may have the right to ask that we delete your information, subject to appropriate legal exceptions such as, but not limited to, if the information is necessary to complete a transaction with you, detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, comply with the law, or to use internally for purposes aligned with your expectations.
Right to Opt-Out of the Sale of Personal Information. If you are a resident of California, you have a right to opt-out of the sale of your personal information. Although we do not sell your personal information in the traditional sense, we do share some of your information, such as your IP address and other identifiers, with third-party advertising partners which may constitute a sale under California law. To exercise this right, you may send an e-mail to firstname.lastname@example.org or visit Do Not Sell My Personal Information .
Right to Change Preferences. If you no longer want to receive certain communications from us via email or text message, simply click the “unsubscribe” link in the email or reply STOP (or as otherwise instructed) to the message. Please note, you may not be able to unsubscribe from service-related correspondence from us, such as message relating to your account and use of our Sites.
Right to Non-Discrimination. We will not discriminate against you in any way if you choose to exercise your rights under this section and applicable law.
Changing Cookie / Related Technology Settings. To manage the cookies on our Sites, please see our Cookie Manager Tool. In addition, web browsers allow some control of most cookies through browser settings. To find out more about cookies, including how to manage and delete cookies through browser settings, visit www.allaboutcookies.org. Some web browsers provide settings that allow a user to reject cookies or to alert a user when a cookie is placed on the user’s computer, tablet or mobile device. Most mobile devices also offer settings to reject mobile device identifiers. Although users are not required to accept cookies or mobile device identifiers, blocking or rejecting them may prevent access to some features available through the Sites. In addition to adjusting your browser and device settings, as outlined above, you may also control how cookies and related technologies are set and used on your device by visiting the following sites:
THIS SERVICE LEVEL AGREEMENT (“Schedule”) forms a part of the Countable SaaS Terms and Conditions between Countable Inc. and the Firm, as amended from time to time (the “Terms”). Capitalized terms used in this Schedule but not defined in this Schedule are used as defined in the License.
1.1 Support Obligations. The Provider will provide support relating to the Software and Services to the Firm and Users in accordance with this Schedule (each request for support, a “Request”).
1.2 Support Tickets. The Firm and Users may submit support requests through the Provider’s online helpdesk ticketing system.
1.3 Support Hours. Subject to the response timetable below, support will be available between the hours of 9 am EST and 5 pm EST on each Business Day (each such hour is hereafter referred to as a “Business Hour”).
1.4 Training. Provider will provide a reasonable amount of training to the Firm personnel.
2. SUPPORT ISSUE SEVERITY LEVELS, RESPONSE TIMES, ISSUE RESOLUTION, AND ESCALATION
2.1 Issue Response. Provider will respond to Requests in accordance with the table below. The Severity Level will be determined by Provider in its reasonable discretion.
|SEVERITY LEVEL||SEVERITY LEVEL RESPONSE COMMITMENT TIME TABLE|
|Initial Response||On-going Communication on Problem Resolution|
Causes a severe impact to the Firm’s ability to use the software (e.g. software is inaccessible)
No immediately available work around.
|Four (4) Business Hours||
Provider will make all commercially reasonable efforts, taking into consideration the critical nature of the issue, to resolve the problem or provide a workaround while keeping the Firm or affected Users who submitted the Request updated at least every business day until closure of the support incident.
Critical issues will be assigned to the most senior developer available, who will work exclusively on resolving the critical issue during all business hours.
Causes a noncritical impact to the Firm’s ability to use the software operations (e.g. software is accessible but some critical data and/or features are unavailable)
No immediately available work around.
|Four (4) Business Hours||Provider will make all commercially reasonable efforts, taking into consideration the high severity of the issue, to resolve the problem or provide a workaround while keeping the Firm or affected Users who submitted the Request updated at least every two (2) business days until closure of the support incident.|
Causes the Firm to be unable to perform certain tasks or use non-critical features of the software.
|One (1) business day||Provider will make reasonable efforts to resolve the problem or provide a workaround while keeping the Firm or affected Users who submitted the Request updated at least every three (3) business days until closure of the support incident.|
2.2 Escalation. Support issues may be escalated by the Firm as follows.
(a) Severity Escalation: Firm may escalate the severity of a Request by notifying Provider’s support resources, if there are extenuating circumstances that cause or could cause the support issue to have an adverse impact on Firm’s business or its relationship with its Clients and Users. The request to escalate the severity of a support issue may be initiated by submitting or updating a ticket with the word “escalate” in the subject line.
(b) Managerial Escalation: The Firm may request managerial escalation of a Request by contacting Provider’s applicable contact persons. Issues may be escalated through subsequent levels of management as required until the support issue is resolved.