This Master Subscription Agreement is entered into by QRA Consulting Inc., incorporated under the laws of the Province of Nova Scotia with offices at 106-6080 Young Street, Halifax, Nova Scotia B3K 5L2 (“QRA"), and the entity indicated below (“Customer"), effective as of the later date of signature indicated below.

Whereas QRA owns, develops and licenses software that analyzes requirements and the requirements documentation used by product and engineering teams and provides such software on a subscription basis, together with the support described herein (collectively, the “Software Service”); and

Whereas Customer desires to license the Software Service on the terms and conditions set forth in this Agreement;

Now, therefore, in consideration of the foregoing recitals, the mutual covenants of the Parties in this Agreement, and other good and valuable consideration, by executing below, the Parties agree to the terms and conditions set out on the following pages. 

1. DEFINITIONS AND SCHEDULES

1.1. Definitions. In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings, and such meanings shall apply to both singular and plural forms of any such terms:

1. "Affiliate" means a Party's direct or indirect parent or subsidiary corporation (or other entity), or any corporation (or other entity) with which the Party is under common control;
2. "Agreement" means this Master Subscription Agreement, all schedules annexed hereto, each Purchase Order and any other document incorporated by reference herein;
3. “Confidential Information” means any and all information disclosed by the disclosing Party to the recipient Party pursuant to this Agreement relating to its products, services, customers, marketing, research and development, business and finances, including all technical information, data, documentation, code, software, security measures and procedures and copies thereof, which is either explicitly marked or noted at the time of disclosure as confidential or which a reasonable party would deem to be non-public and confidential regarding the circumstances surrounding disclosure. Non-public features of the Software Service shall be considered Confidential Information.  Confidential Information shall not include information which a recipient Party can establish to have: (i) become publicly known through no action on the recipient's part; (ii) been lawfully known by the recipient prior to receipt; (iii) been independently developed by the recipient without reference to any information received from the disclosing Party; or (iv) been approved for public release by the written authorization of the disclosing Party.  Specific information received shall not be deemed to fall within the exceptions to Confidential Information set forth above merely because it is embraced by general information within the exception;
4. “Documentation” means the on-line user guides, operating manuals and release notes for the operation of the Software Service made available by QRA, as may be updated and amended from time to time by QRA;
5. “End Users” means those employees, contractors, subcontractors and other third parties with access to the Software Service, as determined and managed by Customer;
6. “Intellectual Property Rights" means all intellectual property and other proprietary rights, including all rights provided under trade secret law, patent law, copyright law, trade mark or service mark law, design patent or industrial design law, semi-conductor chip or mask work law, and any other statutory provision or common law principle which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how, whether registered or not and including all applications therefor;
7. “IP Claim” has the meaning set out in Section 5.1;
8. “Party” means either QRA or Customer and “Parties” refers to both QRA and Customer;
9. "Purchase Order" means a proposal, a purchase order form or any other document or correspondence evidencing the Customer’s request for a subscription to the Software Service, in each case, as accepted by QRA and consistent with the terms and conditions of this Agreement;
10. “Software” means the executable code version of the computer program or application licensed by QRA to Customer as part of the Software Service;
11. “Software Service” has the meaning set out in the recitals to this Agreement and includes Software and Support, whether the Software is made available for download for installation on Customer’s servers or whether the Software, or any part of the Software, is hosted by QRA and made available for access by the Customer and its End Users;
12. “Subscription” means a subscription from QRA to license and use the Software Service for the Subscription Period that is ordered and paid for by Customer pursuant to one or more Purchase Orders;
13. “Subscription Period” means the term of each Subscription, which is twelve months unless otherwise set out in a Purchase Order;
14. “Support" means the service level expectations and the support services (including technical support, updates, upgrades, patches, bug fixes and other improvements) and limited initial implementation services described at attached, as may be updated from time to time; and
15. “Terms of Service” means the QRA terms of service which sets out the terms and conditions that apply to an End User’s access and use of the Software Service and is available at attached, as may be updated from time to time.

 1.2. Schedules. The following schedules are attached to and form a part of this Agreement:

            Schedule A       -           Support Schedule

            Schedule B       -           Terms of Service

2. QRA SERVICE

2.1. Grant of License. QRA hereby grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicenseable license to access and use the Software Service for the Subscription Period identified on the applicable Purchase Order, as accepted by QRA and paid for by Customer, subject at all times to the terms and conditions set forth in this Agreement.

2.2. End Users; Terms of Service. The maximum number of simultaneous End Users to whom Customer may provide access to the Software Service is set out in the Purchase Order.   All End Users must agree to the Terms of Service prior to accessing and using the Software Service. Customer is responsible for:  (i) protecting the security and integrity of the user identifiers and passwords provided by QRA to Customer for use by End Users; (ii) End User’s compliance with the Terms of Service; and (iii) any misuse of the Software Service by End Users. Customer shall notify QRA promptly of any suspected or known unauthorized access or use of the Software Service and will use commercially reasonable efforts to prevent such unauthorized access or use.

 2.3. Acceptable Use. Customer shall use the Software Service only for internal use and only during the Subscription Period.  Customer shall not and shall ensure that it’s End Users do not:  (a) modify, translate or copy any part of the Software Service; (b) reverse engineer, decompile or dissemble any part of the Software Service, create derivative works based on any part of the Software Service, or attempt to derive the source code of any part of the Software Service; (c) rent, lease or use the Software Service to operate a service bureau or application service provider; (d) use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Software Service or to otherwise engage in denial of service attacks; (e) impose an unreasonable or disproportionately large load on the Software Service so as to cause the Software Service or the underlying infrastructure to be unavailable, inoperable or unstable; (f) use the Software Service on equipment which is not appropriate, as advised by QRA; (g) rely on the Software Service in any application where a failure could cause personal injury or death or damages to property; (h) remove any proprietary notices, labels or marks within any part of the Software Service; or (i) use the Software Service in a manner inconsistent with this Agreement, or in a manner contrary to applicable law, rule or regulation.

2.4. Support; Sole Remedy. QRA will make the Software Service available to Customer and the End Users in accordance with the Support Schedule.  The remedies listed in the Support Schedule are QRA’s sole obligation and Customer’s sole remedy for any failure of the Software Service to perform in accordance with the Documentation.

 2.5. Customer Content; User Analytics. “Customer Content” refers to the Customer’s requirements and requirements documents.  All Customer Content belongs to the Customer.  The Software Service does not retain or store any Customer Content.  Customer has sole responsibility for, and QRA disclaims all liability for, the Customer Content.  The Software Service collects information about how End Users are using the Software Services and QRA may use aggregated and/or anonymous data derived from the information stored within the Software Service for internal purposes (including, without limitation, the development and enhancement of Software Service), provided that such information does not include any Customer Content and cannot be traced back to a specific customer or end user.

 2.6. Updates and Modifications to Software Service. The Subscription to the Software Service includes Support, which includes certain updates to the Software.  Customer acknowledges and agrees that from time to time QRA may apply updates and modifications to the hosted portions, if any, of the Software Service and that such updates and modifications may result in additions, changes or removal of functionality, features, content or the appearance of the Software Service.  In the event that QRA makes available updates, patches or new versions of any software contained within the Software Services for downloaded onto the Customer’s servers, then such update, patch or new version must be promptly downloaded and installed by Customer.  Failure to maintain the appropriate version of the software may result in degradation of the Software Service or inability to provide effective Support.

2.7. Intellectual Property Ownership. As between the Parties, all Intellectual Property Rights in and to the Software Service belong exclusively to QRA and its Affiliates.  All Software provided to Customer for download onto Customer’s servers is licensed, and not sold, and Customer receives no title or ownership in any such Software.  QRA reserves all rights not expressly granted under this Agreement.

3. PURCHASE ORDERS, DELIVERY AND PAYMENT

3.1. Purchase Orders. All Subscriptions for the Software Service by Customer shall be evidenced by a Purchase Order.  The terms of all Purchase Orders, whether issued and accepted before or after the execution of this Agreement, must be consistent with this Agreement.  No terms in any form of Customer’s Purchase Order, other than the identification of the Software Service, the Subscription Period, number of End Users, price and the address for invoicing shall be binding on QRA.  If any terms and conditions affixed to any Purchase Order delivered by Customer conflict with the terms and conditions of this Agreement, QRA’s acceptance of Customer’s Purchase Order and delivery of the Software Service are solely on the express understanding and condition that this Agreement contains the only terms and conditions that will apply to such Purchase Order and QRA hereby objects to and rejects any conflicting or additional terms and conditions. 

3.2. Delivery; Download. QRA shall arrange for virtual delivery of the Software Service by making Software available for download via a license key, at which point delivery will be deemed to be complete. 

3.3. Invoices. Unless Customer has previously paid through an approved payment processor, fees for the Software Service shall be invoiced promptly following delivery of the Software Service.  Invoices will indicate the currency in which payment is due.  All fees are exclusive of sales, use, consumption and value add taxes, which shall be the responsibility of the Customer.

3.4. Payment Terms. All fees are due in full thirty (30) days from the date of invoice or delivery, whichever is later, without deduction or set off.  All applicable sales and use taxes shall be identified on the invoice and are the responsibility of the Customer.  In the event of payment after the due date, interest shall be payable on the overdue amount at the rate of one and one half (1.5%) percent per month, calculated and compounded monthly, or the maximum rate permitted by law, whichever is less, calculated from the due date to the date of payment.  All prepaid fees are non-refundable.

4. CONFIDENTIALITY, NON-DISCLOSURE

4.1. Non-Disclosure. Each of the Parties agrees that it will not: (a) make use of the Confidential Information of the disclosing Party other than to perform its obligations under this Agreement; or (b) in any way disclose any Confidential Information of the disclosing Party to any person or entity, other than its own personnel to the extent necessary to give effect to this Agreement and only to those of its personnel who have agreed to be bound by confidentiality obligations no less protective than those set forth in this Agreement. Each receiving Party is responsible for any breach of this Agreement by any person to whom it provides, or provides access to, Confidential Information.  Each receiving Party shall safeguard the disclosing Party’s Confidential Information using the same standard it employs to safeguard its own confidential information of like kind, but in no event less than a commercially reasonable standard of care.

4.2. Destruction of Confidential Information. Upon the termination of this Agreement, or at the disclosing Party's request, the recipient Party shall destroy Confidential Information of the disclosing Party in its possession or control except to the extent it would be unreasonably burdensome to destroy such information (such as archived computer records), and such information will continue to be treated as Confidential Information, notwithstanding any termination or expiration of this Agreement.  Upon the request of the disclosing Party, the recipient Party shall certify in writing that all materials containing Confidential Information of the disclosing Party have been destroyed and no further Confidential Information of the disclosing Party is in the possession or control of the recipient Party.

4.3. No Rights to Confidential Information. All Confidential Information remains the sole property of the disclosing Party and no license or other rights to Confidential Information is granted or implied by this Agreement.

4.4. Required Disclosure.  In the event that Confidential Information has been required to be disclosed in response to a valid order issued by a court, governmental or regulatory body with jurisdiction over the receiving Party, then such Confidential Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Information, to the extent possible, provides the other Party with timely prior notice of such requirement and coordinates with the other Party in an effort to limit the nature and scope of such required disclosure.

5. INDEMNIFICATION

5.1. Indemnification Obligations. QRA shall indemnify and defend Customer against any and all third party claims or demands that the Software Service (or any portion thereof) violates a third party’s Intellectual Property Rights in Canada or the United States (an “IP Claim”) and all amounts required to be paid in a settlement approved by QRA or awarded by a court in a final, non-appealable judgement; provided: (a) Customer has promptly notified QRA of the IP Claim and QRA is not prejudiced by any delay by Customer; (b) QRA shall have full control over the defense of the IP Claim, provided that any settlement or resolution entered into by QRA shall not require any admission of liability or any payment by Customer; (c) Customer has not made any admission against QRA’s interests and has not agreed to any settlement of any IP Claim or demand without QRA’s consent; and (d) Customer shall cooperate with QRA in the defense of the IP Claim, at QRA’s expense.

5.2. Exceptions to the Indemnification Obligations. Notwithstanding Section 5.1, QRA shall be under no obligation to indemnify or defend Customer if any IP Claim arises as a result of any: (a) access or use of the Software Service in violation of or in a manner inconsistent with this Agreement or the Documentation; (b) modification to the Software Service by a party other than QRA or its authorized agents, which modification has resulted in the IP Claim; (c) combination of the Software Service with any computer program, software, hardware or equipment where the IP Claim would not exist without such combination; (d) use of a superseded version of any portion of the Software Service where use of a then-current version would avoid any IP Claim; and (e) access to or use of the Software Service after QRA notifies Customer to discontinue such access or use.

5.3. Additional Infringement Remedies. At QRA’s sole expense and discretion, in response to any pending or potential IP Claim, QRA may: (a) procure for Customer the right to continue using the offending Software Service or applicable portion thereof; (b) replace or modify the offending Software Service or applicable portion thereof so that it is non-infringing; or (c) terminate this Agreement either entirely or only as it relates to the offending Software Service in question or the applicable portion thereof and upon return or deletion of the offending portion of the Software Service, refund to Customer the pro rata unused portion of any prepaid fees allocable to such part(s) of the Software Service that is (are) terminated. 

5.4. Sole Remedy. Sections 5.1 and 5.3 shall constitute Customer’s sole remedy from QRA in respect of infringement claims and demands.

6. LIMITATION OF LIABILITY; EXCLUSIONS

 6.1. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERE ARE NO REPRESENTATIONS OR WARRANTIES, CONDITIONS OR GUARANTEES, EXPRESS OR IMPLIED (WHETHER ARISING UNDER COMMON LAW, STATUTE, COURSE OF DEALING OR TRADE, OR OTHERWISE) RELATING TO THE SOFTWARE SERVICE OR THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CURRENCY, ACCESSIBILITY, RELIABILITY, SECURITY, AVAILABILITY, UNINTERRUPTED USE, OR THAT THE SOFTWARE SERVICE IS OR WILL BE ERROR FREE OR VIRUS FREE.  QRA SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR INACCURACY OF DATA SUFFERED BY CUSTOMER.  QRA SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO USE PROFESSONAL JUDGEMENT AND EXPERTISE IN ANALYZING AND DETERMINING REQUIREMENTS OR IN MAKING DESIGN DECISIONS.  NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY QRA WILL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION.

6.2. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT AND EXCEPT FOR ANY BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 4 OR ANY IP CLAIM PURSUANT TO SECTION 5, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY SHALL EXCEED THE TOTAL OF ALL AMOUNTS PAID BY CUSTOMER TO QRA IN RELATION TO THE OFFENDING SOFTWARE SERVICE PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE NOTIFICATION OF ANY CLAIM.

6.3. EXCLUSIONS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSSES (INCLUDING LOST SALES, LOST REVENUE, LOST PROFITS, LOST DATA OR LOST CONTENT) WHATSOEVER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT.

 6.4. APPLICATION. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION 6 APPLY (A) TO ALL CAUSES OF ACTION, (B) WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FOR FUNDAMENTAL BREACH, HOWEVER CAUSED AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY, (C) EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL PURPOSE AND (D) EVEN IF QRA IS ADVISED IN ADVANCE OF THE DAMAGES IN QUESTION OR EVEN IF SUCH DAMAGES WERE FORESEEABLE.

7. SUBSCRIPTION PERIOD, TERM, TERMINATION AND SUSPENSION

7.1. Subscription Period. Unless otherwise indicated in the applicable Purchase Order, each Subscription Period shall be twelve months in length.  Once paid, Software Service fees are non-refundable.

7.2. Term of Agreement. This Agreement is effective until the earlier of (a) termination in accordance with this Agreement and (b) one year following the termination or expiry of all outstanding Purchase Orders.  Any termination of this Agreement shall have no effect on any outstanding Purchase Order unless the notice of termination specifies that outstanding Purchase Orders shall be simultaneously terminated with this Agreement.

7.3. Termination for Breach. A Party may terminate this Agreement and any outstanding Purchase Order if the other Party (a) makes a general assignment for the benefit of creditors, makes a written admission of its inability to pay its debts or obligations as they become due, has a petition in bankruptcy filed by or against it, a receiver or trustee of any of its property is appointed, is adjudged to be insolvent by any court having jurisdiction, or it is dissolved, liquidated or terminated; or (b) is in breach of a material term of this Agreement and such breach is not cured within thirty (30) days of written notice of such breach. QRA may terminate this Agreement or any outstanding Purchase Order or Subscription upon non-payment of any fees by Customer. 

7.4. Termination Obligations. Upon the earlier of (a) termination of this Agreement, (b) termination of any outstanding Purchase Order and (c) expiry of any applicable Subscription Period, Customer shall cease accessing and using the Software Service and promptly delete all instances of the Software on its servers.  Upon request, a senior officer of Customer shall certify to such deletion. 

 7.5. Survival. Notwithstanding the termination of this Agreement, all obligations which either expressly or by their nature are to continue after the termination of this Agreement shall survive and remain in effect, including, without limitation, Sections 4 and 6.

8. MISCELLANEOUS PROVISIONS

8.1. Auditing. QRA may audit Customer’s use of the Software Service and Customer’s compliance with this Agreement.

8.2. Assignment. Without the prior written consent of QRA, Customer may not assign this Agreement or any of its rights or obligations hereunder, except to an Affiliate and provided (a) such Affiliate agrees to be bound by the terms of this Agreement and (b) Customer remains responsible for Affiliate’s compliance with this Agreement, including payment of all fees. 

8.3. Press Releases; Marketing. Each of the Parties may refer to the other Party and use its logo for the limited purpose of identifying it as a customer in sales and marketing materials. All press releases relating to this Agreement and the commercial relationship between the Parties shall require the prior written consent of each Party. 

8.4. Entire Agreement; Amendment. This Agreement contains the entire understanding of the Parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between the Parties relating to the subject matter hereof.  No amendment or modification of this Agreement shall be effective or binding unless agreed to in writing by both Parties.

8.5. Waiver of Breach. The waiver of any breach of this Agreement, or the failure of a Party to exercise or enforce any right under this Agreement, shall in no event constitute a waiver of any other breach, whether similar or dissimilar in nature, or prevent the exercise or enforcement of any right under this Agreement.

8.6. Rights and Remedies. In the event of any breach of this Agreement, the rights and remedies of the Parties provided for in this Agreement shall not be exclusive or exhaustive, and are in addition to any other rights and remedies available at law or in equity, including injunctive relief.

8.7. Notices. Any notice required or otherwise provided for in this Agreement shall be given to QRA or Customer, as the case may be, at the physical or e-mail address set forth on the first page of this Agreement, or as updated from time to time pursuant to a notice provided pursuant to this Section, with a copy to any individuals with whom the Parties typically communicate.

8.8. Severability. If any provision of this Agreement is deemed contrary to applicable law or unenforceable by a court of competent jurisdiction, the remaining terms and conditions of this Agreement shall be unimpaired and the Parties shall substitute a valid, legal and enforceable provision as close in legal and economic consequence as possible to the provision being struck or considered unenforceable. If the limitation of liability set forth in this Agreement is limited by law, then QRA ’s liability will be limited to the greatest extent permitted by law.

8.9. Force Majeure. Except for payment and confidentiality obligations, neither Party shall be liable for any delay or failure to perform its obligations in this Agreement attributable to circumstances beyond its reasonable control, such as acts of God, fire, natural disaster, pandemic, terrorism, labor stoppage, internet service provider failures or delays, civil unrest, war or military hostilities, or criminal acts of third parties.

8.10. Governing Law. Regardless of the place of execution or performance or the domicile of the Parties, this Agreement is governed by the laws of the Province of Nova Scotia excepting its choice of law provisions and the Parties hereby agree to irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Nova Scotia and the venue of Halifax.

8.11. Headings. Headings used in this Agreement are for convenience of reference only, and shall not be used to modify the meaning of or to interpret the terms and conditions of this Agreement.

8.12. Counterparts; Delivery by E-mail. This Agreement may be executed in two or more counterparts each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.  Delivery of an executed copy of this Agreement by e-mail transmission will constitute valid and effective delivery of an original executed copy.