SaaSAssure Partner Beta Program Evaluation Terms

Welcome. These Partner Beta Program Evaluation Terms (“Evaluation Terms”) are incorporated by reference in your Order Form (collectively, the “Agreement”) with Asigra Inc. (“ASIGRA”) and describe how ASIGRA shall license the Software to the Evaluator described in the Order Form (“You,” “Your”).

1. Grant of Rights.

ASIGRA hereby grants You a limited, non-exclusive, non-transferable, non-sublicenseable license to use the Software during the Evaluation Period (as defined below) for the sole purpose of evaluating the benefits of the Software at no charge to You.

2. Your Obligations.

In exchange for the right to use the Software and receive the benefits described in Schedule A, You agree to:

2.1 Provide feedback on the Software, including on usability, performance, and suggestions for new features and functionality, etc.;

2.2 Recruit a minimum of three (3) end user customers (“Customers”) that have at least twenty (20) users who will also provide feedback regarding their experiences with the Software;

2.3 Allow for the publication of Your name by ASIGRA as an authorized channel partner of ASIGRA; (ii) permit ASIGRA to use Your name in press releases; and (iii) use Your logo and name in ASIGRA promotional materials and social media channels, including ASIGRA’s website and its mobile sites;

2.4 Work with Your Customers (as defined below) to ensure that they agree to the foregoing;

2.5 Cooperate with ASIGRA in the development and publication of favorable references regarding the Software, subject to Your final agreement; and

2.6 Make Yourself reasonably available to speak favourably, as applicable, to media/journalists regarding the Software.

3. Term.

This Agreement shall remain in force until the end of the Evaluation Period referenced in the Order Form. You understand and agree that should You wish to continue using the Software (or any updated version) following the Evaluation Period You will be obliged to execute a new order form and be subject to separate and additional legal terms. 

4. Termination.

ASIGRA may terminate this Agreement immediately upon written notice (i) if You fail to comply with the terms and conditions of this Agreement as determined by ASIGRA in its sole discretion, or (ii) for convenience. Unless otherwise agreed, You shall immediately destroy all copies of the Software and all of its component parts upon the termination or expiration of this Agreement.

5. Description of Rights and Limitations.

5.1 Use of the Software. As at the Effective Date, You represent and warrant that You do not possess software nor are currently developing software substantially similar to or containing the functionality of the Software. Other than as described in Section 1, You confirm that You shall not use the Software or any information that it obtains from Your evaluation of the Software for any other purpose whatsoever, and for greater certainty, further confirms that You shall not (i) develop products or services containing any concepts, ideas, systems, know-how, show-how, techniques or processes that are similar to the Software or the concepts, ideas, systems, know-how, show-how, techniques or processes embodied in the Software; nor (ii) seek any intellectual property protection for any concepts, ideas, systems, know-how, show-how, techniques or processes that You may have learned or obtained through Your evaluation of the Software hereunder. 

5.2 Restrictions. You may not reverse engineer, decompile, or disassemble the Software nor create derivative works of the Software, nor will You aid, abet, or permit others to do so. You will not backup any data that disseminates any malware, “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) in Your use of the Software. You will not damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Software, ASIGRA’s systems, or ASIGRA’s provision of services to any third party, in whole or in part. Additionally, You will not access or use the Software or any ASIGRA intellectual property for purposes of competitive analysis of the Software or any ASIGRA intellectual property, the development, provision, or use of a competing software service or product, or for any other purpose that is to ASIGRA’s detriment or commercial disadvantage.

6. Confidentiality.

6.1 You confirm that the Software is ASIGRA Confidential Information and will use commercially reasonable efforts during the Evaluation Period and thereafter to prevent the ASIGRA Confidential Information from being disclosed to or obtained by any person or entity for any purpose (except to Your employees and Customers to the extent necessary on a need-to-know basis to perform hereunder) without the express written consent of ASIGRA so long as such parties are bound by equivalent confidentiality obligations. You will not copy or reproduce the ASIGRA Confidential Information except as may be required for the performance of Your obligations hereunder. You may disclose ASIGRA Confidential Information if required by law, judicial or arbitration process or by governmental authorities, provided that You first give ASIGRA reasonable notice of such law, order or process and takes all reasonable steps to restrict such disclosure and protect the confidentiality to the extent possible.

6.2 For the purposes of this Agreement, “ASIGRA Confidential Information” means the provisions of the Agreement and all of ASIGRA’s information contained in any form whatsoever that is not generally available to or used by third parties, acquired or developed by or on behalf of ASIGRA and that is disclosed or made available by ASIGRA to You under the Agreement, including (i) the Software (including performance and usage metrics related to the Software and any feedback provided to ASIGRA) and all related ASIGRA trade secrets, copyrights, inventions, works, trademarks, logos, designs, commercial symbols, insignia, domain names, written materials (including but not limited to documentation and documents prepared by ASIGRA as may be modified from time to time), developed, owned, or provided by ASIGRA in connection with the Software; (ii) all ASIGRA financial and business information, data, information regarding its respective customers; business and marketing plans and strategies of ASIGRA; customer lists, charts, plans, training materials, tables and compilations of business and industry information acquired or prepared by ASIGRA or on its behalf. 

7. No External Use. 

You may not sell, rent, lease, license, distribute or lend the Software to any other party nor use the Software for any purpose other than Your own limited internal use. For greater certainty, and without limitation, “internal use” does not include performance by You of consulting services to third-parties, the provision of training to third-parties, commercial time-sharing, service bureau arrangements, or any other activity intended to directly produce revenue and the Software may not be used in connection with any such activities. 

8. Equitable Relief. 

You agree that any breach of this Agreement will result in irreparable harm to ASIGRA for which damages would be an inadequate remedy and therefore, in addition to the rights and remedies otherwise available at law, ASIGRA shall be entitled to equitable relief, including injunction, in the event of such breach.

9. Ownership of Intellectual Property Rights.

All right, title and interest, including copyrights and patents in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by ASIGRA or its suppliers.

10. No Warranty; Disclaimer.

THE SOFTWARE IS PROVIDED ON AN“AS IS” AND “AS AVAILABLE” BASIS, AND ASIGRA EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USEAGE OF TRADE WITH RESPECT TO THE SOFTWARE, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND ASIGRA MAKES NO REPRESENTATION, WARRANTY OR CONDITION THAT USE OF THE SOFTWARE WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PERSON.
THE SOFTWARE INTEGRATES WITH THE SERVICES OF CLOUD SERVICE PROVIDERS. THE USE OF SUCH CLOUD SERVICE PROVIDERS IS SUBJECT TO THEIR OWN TERMS OF SERVICE, WHICH ARE SEPARATE FROM AND MAY DIFFER FROM THE TERMS AND PROVISIONS OF THESE TERMS. ASIGRA IS NOT RESPONSIBLE AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE PROVISION OF ANY SERVICES PROVIDED BY SUCH CLOUD SERVICE PROVIDERS, OR ANY FAULT ORIGINATING WITH SUCH CLOUD SERVICE PROVIDERS. LINKS TO THIRD PARTY WEBSITES OR RESOURCES DO NOT IMPLY ANY ENDORSEMENT BY ASIGRA OF THE CONTENT, PRODUCTS, OR SERVICES AVAILABLE FROM ANY SUCH WEBSITES OR RESOURCES. YOU HAVE THE SOLE RESPONSIBILITY FOR AND ASSUMES ALL RISK ARISING FROM ITS USE OF ANY SUCH WEBSITES OR RESOURCES.

11. Limitation of Liability.

ASIGRA SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE BY YOU OF THE SOFTWARE, THE PERFORMANCE OF THE SOFTWARE OR YOUR EXECUTION OF AND PARTICIPATION IN THIS AGREEMENT.

12. Non-Disparagement. 

During the Evaluation Period and at all times thereafter, You shall not, directly or through any other person or entity, make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise) that disparage, denigrate or malign (i) ASIGRA’s products or services, including the Software, whether resulting from Your use of the Software or participation in the Agreement or otherwise, (ii) any of the business, activities, operations, affairs, reputation or prospects of ASIGRA, or (iii) any of the directors, officers, employees, managers, agents, distributors, resellers or shareholders of ASIGRA. For purposes of clarification, and not limitation, a statement shall be deemed to disparage, denigrate or malign a person or entity if such statement could be reasonably construed to adversely affect the opinion any other person or entity may have or form of such first person or entity.

13. Dispute Resolution and Remedies.

13.1 You and ASIGRA agree to resolve any and all disputes, disagreements or differences relating to this Agreement using the process described below. 
13.2 You and ASIGRA agree to first attempt to settle any and all disputes, disagreements or differences relating to our business relationship through a mediation. (“Mediation”). 
13.3 If the Mediation does not achieve a resolution of all issues which are governed by this Agreement, then You and ASIGRA will proceed to arbitration (“Arbitration”) according to the process described below.
13.4 Mediation shall be initiated by any party wishing to mediate by serving a Notice to Mediate which describes the issue(s) needing to be mediated. 
13.5 Any party to the Mediation can select a mediator who is registered as a mediator with the ADR Institute of Canada, Inc. The first such proposed mediator shall be selected to conduct the Mediation. 
13.6 Mediation shall take place within thirty (30) days of the delivery of the Notice to Mediate.
13.7 You and ASIGRA will exchange mediation briefs (which will include a brief description of the dispute, disagreement or difference to be mediated and a summary of the relief claimed) no less than ten (10) days prior to a scheduled Mediation. A copy of the mediation briefs shall also be provided to the mediator seven (7) days prior to the scheduled Mediation. 
13.8 Any Mediation that is to take place will be conducted in Toronto, Ontario, Canada in English. The parties will equally share the costs of the mediator. 
13.9 If Mediation is unsuccessful, any and all remaining disputes, disagreements or differences between the parties relating to their business relationship with each other, including any dispute, disagreement or difference relating to the validity, enforceability or applicability of this agreement to arbitrate, shall be submitted to final and binding Arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. No appeal lies to any court on any question of fact, law or mixed fact and law. The Arbitration shall be commenced by You or ASIGRA delivering to the other party a Notice to Arbitrate which shall set out a brief description of the dispute, disagreement or difference to be arbitrated and a summary of the relief claimed.
13.10 The Arbitration shall be conducted in Toronto, Ontario, Canada in English.
13.11 You and ASIGRA agree that all matters relating to the Arbitration shall remain confidential. 
13.12 The parties to the Arbitration shall jointly pay and be responsible for the costs of the Arbitration. However, the arbitrator may make an award of costs upon the conclusion of the Arbitration making a party(ies) to the Arbitration liable to pay the costs of the other party(ies).

14. Miscellaneous.

14.1 Governing Laws. The Agreement shall be governed by and interpreted in accordance with the laws of the province of Ontario, Canada and the federal laws of Canada applicable therein, excluding any conflicts of laws rules. The United Nations Convention for the International Sale of Goods shall not apply to the Agreement. Subject to Section 13, the parties irrevocably attorn to the non-exclusive jurisdiction of the courts of Toronto, Ontario in respect of any disputes arising under the Agreement.
14.2 Assignment. You may not assign this Agreement, in whole or in part, without the prior written consent of ASIGRA. 
14.3 Survival. Sections 2–14 shall survive any termination of this Agreement.
14.4 Counterpart and Electronic Signature. This Agreement may be executed in counterparts, all of which when executed and delivered, shall constitute one single agreement between the parties. This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.