[{"_id":"project-settings","settings":{"translateMetaTags":true,"translateAriaLabels":true,"translateTitle":true,"showWidget":true,"isFeedbackEnabled":false,"fv":1,"customWidget":{"theme":"dark","font":"rgb(255, 255, 255)","header":"rgb(0, 0, 0)","background":"rgba(0, 0, 0,0.8)","position":"right","positionVertical":"bottom","border":"","borderRequired":false,"widgetCompact":true,"isWidgetPositionRelative":false},"widgetLanguages":[{"code":"es-LA","name":"Español (América Latina)"},{"code":"fr-CA","name":"Français (Canada)"}],"activeLanguages":{"fr-CA":"Français (Canada)","es-LA":"Español (América Latina)","de":"Deutsch","en":"English"},"enabledLanguages":["de","en","es-LA","fr-CA"],"debugInfo":false,"displayBranding":true,"displayBrandingName":true,"localizeImages":false,"localizeUrls":false,"localizeImagesLimit":false,"localizeUrlsLimit":true,"localizeAudio":false,"localizeAudioLimit":false,"localizeDates":false,"disabledPages":[],"regexPhrases":[],"allowComplexCssSelectors":false,"blockedClasses":false,"blockedIds":false,"phraseDetection":true,"customDomainSettings":[],"seoSetting":[],"translateSource":false,"overage":false,"detectPhraseFromAllLanguage":false,"googleAnalytics":false,"mixpanel":false,"heap":false,"disableDateLocalization":false,"ignoreCurrencyInTranslation":false,"blockedComplexSelectors":[]},"version":3938},{"_id":"en","source":"en","pluralFn":"return n != 1 ? 1 : 0;","pluralForm":2,"dictionary":{},"version":3938},{"_id":"outdated","outdated":{"#Get it All in One Solution":1,"#Our team of payments experts will analyze your current processing statements to deliver a custom quote with competitive rates in the Canadian market. We are upfront and transparent about payment processing fees – no surprises!":1,"#Competitive rates and no hidden fees":1,"#Our integrated solution is fully PCI compliant between the payment terminal and processing partner. Our compliance experts will even help guide you through the PCI compliance process to save you time, money and ensure <span ljsid-1=\"\">100</span>% secure payments.":1,"#Secure and fully PCI compliant":1,"#Streamline your check-out process, reduce errors, and simplify reconciliation with our integrated payment solution. Our connected workstations and payment terminals ensure consistent transactional data across the board, making payment processing effortless.":1,"#MSP Canada: Fast and Simple Payment Processing for Canadian Telecom…":1,"#iQmetrix | MSP Canada: Fast and Simple Payment Processing for…":1,"#Experience the connectivity of payment integration":1,"#<strong ljsid-0=\"\">Rental and purchase options available</strong>. Speak with your iQmetrix Sales Specialist for pricing and more information.":1,"#Securely process payments using certified terminals with cardholder encryption in place.":1,"#PCI experts ensure smooth compliance and all compliance questions answered, solving any PCI headaches.":1,"#iQmetrix is a Canadian Merchant Services Provider (MSP) offering full-service payment processing that enables an integrated experience with automated reconciliation, transparent reporting, and faster checkouts for customers. With iQmetrix MSP, our payments and RQ experts are there for you when you need superior onboarding, customer service, and support.":1,"#Fast and Simple Payment Processing for Canadian Telecom Retailers":1,"#However, what happens when you look deeper than surface stereotypes like <span ljsid-1=\"\"></span><span ljsid-3=\"\">„</span>Gen Z is incapable of doing anything without a smartphone” and <span ljsid-5=\"\"></span><span ljsid-7=\"\">„</span>Baby Boomers always hold their phones at weird angles on video calls”?":1,"#The pace of this technological revolution is happening faster than any other time in history, which has predictably resulted in very different generational approaches toward this technology. Adults in their early <span ljsid-1=\"\">20</span>s have literally grown up using this technology, while Baby Boomers can still remember when <span ljsid-3=\"\"></span><span ljsid-5=\"\">„</span>computers” were machines that took up an entire room.":1,"#solutions powers the wireless retail operations of leading telecom brands — including major carriers and globally recognized device manufacturers. We also serve big-box retailers and authorized wireless dealers of all sizes.":1,"#Today, iQmetrix’s suite of":1,"#How to Save Time and Money with VoiceComm’s VMI":1,"#Live sales contest updates directly from your RQ system":1,"#Arcade’s proprietary sales games connect to your RQ sales feed to help strategically focus your employees on the actions, behaviors, and key results that move the needle for your business.":1,"#Unlimited sharing of files, videos, and images":1,"#Manage team chats automatically with RQ integration":1,"#Multiple game modes that keep the competitions fresh and fun":1,"#Digital gifted rewards that are instantly delivered to your employees":1,"#Make announcements that notify everyone":1,"#here":1,"#The potential applications are almost limitless, with some other possible use cases being news anchors, virtual influencers, and much more. The company even offers a way to memorialize lost loved ones, recreating family members in every aspect — from their face to their physique to their voice — so that you can continue to talk to a version of that person.":1,"#Several booths at CES were showcasing their AI bot technology, including Deepbrain AI. This Silicon Valley company has AI technology that creates <span ljsid-1=\"\">2</span>D virtual humans by replicating real people, as well as hyper-realistic <span ljsid-3=\"\">3</span>D avatars, and equipping them with the ability to answer a massive range of customer questions and deal with complaints. These virtual humans can be interacted with on your retail website or displayed on a monitor or potentially via a full-human-sized touchscreen at your retail locations.":1,"#Instead, expect AI-powered, ultra-realistic humanoid chatbots both online and in-store to help customers with their every need. And some of these could even come in full-sized holographic form in retail locations.":1,"#For example, if Mint Mobile were to open a brick-and-mortar retail store, they could have a life-sized hologram of Ryan Reynolds welcoming customers at the door of every retail location. Or at a wireless retail location or OEM store, the latest smartphone release could be displayed in color-changing, rotating form.":1,"#AHRT Media, for example, has a full-sized holographic displays of live (or recorded) real people to interact with. These people need to be live on camera or pre-recorded at an ARHT studio, so it doesn’t work for daily one-on-one customer-agent interactions. Instead, the primary use cases in retail are to make promotional announcements, have celebrities showcasing new products, offer product demonstrations, or simply cut out the people element and display the latest products in pre-recorded holographic form.":1,"#These technologies would be even more effective when combined with hologram displays, of which there were also several examples on the CES show floor.":1,"#iQmetrix | CES 2023 Trends: Holograms, AI Bots are the Future of…":1,"#The days of hanging on hold for a customer service agent, or waiting to ask a question of an associate in a cellphone store, will soon be over — if the technology on display at CES <span ljsid-1=\"\">2023</span> in Las Vegas has anything to do with it.":1,"#AI-powered, ultra-realistic humanoid chatbots should be online and in-store to help customers with their every need, and some will even come in full-sized…":1,"#Given what was on display at CES this year, it doesn’t look like that day is too far away.":1,"#iQmetrix takes great pride in our award-winning, people-first culture. Our success comes from the hundreds of incredible":1,"#take what you need” basis.":1,"#We offer hybrid working for those near an office city, fully remote options for others, and flexible hours so you never miss your kid’s soccer game. We have incredible paid time off perks, including trusted vacation days and trusted sick days, operated on a":1,"#iQmetrix | Humans of iQmetrix: David Daku, Client Experience":1,"#Payroll-ready reporting":1,"#Monitor sales with comprehensive reporting that offers actionable data to boost performance and sustain high engagement.":1,"#Detailed performance insights":1,"#Design flexible commission models that adapt to various employee types and product lines, ensuring fair and motivating rewards for every sale.":1,"#Customizable payout structures":1,"#Efficiently create, manage, and group employee profiles to assign tailored incentive programs and simplify payout processes.":1,"#Our commission and incentive solution keeps employees motivated with real-time sales performance tracking.":1,"#Streamlined employee management":1,"#Want to motivate and boost performance of your wireless retail employees?":1,"#Assign specific permissions and security roles to ensure that sensitive data is accessible only to authorized personnel.":1,"#Secure Access and Role Management":1,"#Our commission and incentive solution keeps employees motivated with real-time sales performance tracking. Easily manage employee profiles, group them for customized payouts, and tailor reward structures to fit your unique business model — all while driving engagement with detailed performance insights.":1,"#Generate detailed reports that offer actionable insights into sales performance and commission accrual, helping you make data-driven decisions.":1,"#Monitor every sale as it happens, providing immediate performance updates to keep teams focused and motivated.":1,"#Real-Time Sales Tracking":1,"#Configure commission and incentive models to match your unique business structure, whether it’s based on employee type, product category, or sales volume.":1,"#Customize Commissions Settings":1,"#Easily create and manage individual employee profiles, and organize them into groups to tailor commission plans based on roles or regions.":1,"#Motivated Employees Build Better Relationships":1,"#Seamlessly generate payroll from performance reports, making it easier to calculate and distribute earnings based on real-time sales data.":1,"#Empower Your Sales Team, Elevate Your Success":1,"#Retail Employee Commission and Incentive Software":1,"#iQers” who bring their talent, passion, and experience to their jobs every single day. Our organization fully embraces a self-management approach, guided by our cultural values, our commitment to giving back, and our desire to be happy and fulfilled while excelling at our work.":1,"#We offer hybrid working for those near an office city, fully remote options for others, and flexible hours so you never miss your kid’s soccer game. We have incredible paid time off perks, including trusted vacation days and trusted sick days, operated on a <span ljsid-1=\"\"></span><span ljsid-3=\"\">„</span>take what you need” basis.":1,"#CES 2023 Trends: Holograms, AI Bots are the Future of Customer Service":1,"#Email: <a ljsid-1=\"\">stefmer@cdw.com</a>":1,"#RQ Hardware US":1,"#iQmetrix | RQ Hardware US":1,"#iQmetrix | Samsung Care+ USA":1,"#For any questions regarding this Privacy Policy, please contact us at":1,"#CES <span ljsid-1=\"\">2023</span> Trends: Holograms, AI Bots are the Future of Customer Service":1,"#Windows <span ljsid-1=\"\">10</span> version <span ljsid-3=\"\">1803</span>+":1,"#Support Services":1,"#Automate your checkout flow, reduce human error, and reconcile with ease. Connect your workstations directly to your terminal with integrated payments.":1,"#Merchant Account and Processing":1,"#Ready to simplify payment processing?":1,"#Mass card acceptance at affordable rates. From Amex to debit, chip and signature to contactless, accept all card types and all payment methods for less.":1,"#Four Best Practices for POS Integration":1,"#Perspektive":1,"#iQmetrix | MSA":1,"#(f) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Confidential Information” means all information disclosed by or on behalf of iQmetrix or Subscriber (“Disclosing Party”) to the other party (“Receiving Party”) which is in tangible form and labeled <span ljsid-5=\"\"></span><span ljsid-7=\"\">“</span>confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of its disclosure. Confidential Information includes, without limitation, proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information (and iQmetrix’s Confidential Information specifically includes the Software, the Services, the Documentation, and the terms and conditions of this Agreement), BUT EXCLUDES information that (i) was previously known to Receiving Party at the time of disclosure by or on behalf of Disclosing Party without an obligation of confidentiality; (ii) was or is obtained by Receiving Party from a third party who is not known by the Receiving Party to be under an obligation of confidence to Disclosing Party with respect to such information; (iii) is or has become publicly known, through no wrongful act of the Receiving Party; (iv) was or is independently developed by Receiving Party without use of Confidential Information that has been disclosed pursuant to this Agreement, as evidenced by written record; or (v) was required to be disclosed in order to comply with applicable laws or regulations (including, without limitation, for securities law purposes) or with any requirement imposed by any governmental or court order but only then to the extent required for such compliance;":1,"#In looking at other types of apps, however, an interesting picture emerges when looking at <a ljsid-1=\"\">which age groups uses them the most</a>. Education, social, and media apps were most-used by Gen Z. Apps most-used by Millennials were largely interest-specific, including health and fitness, food & drink, and lifestyle. Whereas the apps most-used by Gen X and Boomers — weather, news, and medical apps — reflect a more utilitarian approach. Even in app types that are used by everyone, such as banking apps and dating apps, generational differences are reflected in which apps people use, with Gen Z largely making different choices than their older counterparts.":1,"#Breathe easy with unlimited repairs including batteries and same day $":1,"#Visit <a ljsid-1=\"\">Samsung.com</a>, a <a ljsid-3=\"\">Samsung Experience Store</a>, or <a ljsid-5=\"\">SamsungCarePlus.com</a> to learn more.":1,"#Samsung Genuine Parts and Certified Technicians:":1,"#Next Business Day Replacements:":1,"#+ Samsung authorized locations.":1,"#Powerful protection for your Galaxy life covers Unlimited Drops, Spills, and Mechanical Breakdowns, enabling customers to use their phone with confidence while avoiding costly repairs.":1,"#Get immediate answers from a Samsung Care+ expert":1,"#Don’t worry. We’ll replace your Phone as soon as the next business day and help set it up.":1,"#cracked screen repairs at":1,"#Rest assured your Phone will be repaired by a Samsung Certified Technician using Samsung Genuine Parts.":1,"#<sup ljsid-0=\"\">²</sup>Unlimited Accidental Damage from Handling. Additional restrictions may apply. Repair eligibility is subject to change. Service fees may apply. Unlimited claims for mechanical failure. Please see plan <a ljsid-2=\"\">terms and conditions</a> for full coverage details.":1,"#Expert Support:":1,"#Unlimited Repairs:":1,"#(x) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Major Service Reduction” has the meaning given in Section <span ljsid-5=\"\">16</span>.<span ljsid-7=\"\">4</span>;":1,"#(dd) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Pricing Tiers” has the meaning given in Section <span ljsid-5=\"\">3</span>.<span ljsid-7=\"\">2</span>;":1,"#(cc) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Policies” has the meaning given in Section <span ljsid-5=\"\">5</span>.<span ljsid-7=\"\">4</span>, and <span ljsid-9=\"\"></span><span ljsid-11=\"\">“</span>Policy” means any one of them;":1,"#(e) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Carrier” means, if applicable, the carrier which: Subscriber has been appointed a dealer of pursuant to a Dealer Agreement; and iQmetrix has entered into a separate, written integration agreement with in respect of the Software and Carrier systems;":1,"#(b) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>ACH Authorization Agreement” means an authorization agreement for pre-authorized payments;":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">7</span> Termination or cancellation of this Agreement or a Subscription in accordance with this Agreement will not terminate or cancel any payment obligation of Subscriber under this Agreement remaining in effect.":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">5</span> Notwithstanding any other provision to the contrary in this Agreement, with respect to any Subscription to which Metered Usage applies, in the event that iQmetrix determines in any given month that such Metered Usage has declined to an amount that is less than or equal to <span ljsid-4=\"\">80</span>% of Subscriber’s Metered Usage as compared to the rolling average monthly Metered Usage over the prior twelve (<span ljsid-6=\"\">12</span>) months (or the rolling average over the prior months since the effective date of the applicable the applicable Quote if such reduction occurs during the Initial Term) (a <span ljsid-8=\"\"></span><span ljsid-10=\"\">“</span>Major Service Reduction”), unless iQmetrix otherwise agrees with Subscriber, iQmetrix will deem Subscriber to have terminated the applicable Subscription, effective at the end of month in which the Major Service Reduction occurred (“Deemed Termination”).":1,"#(aa) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Modification” has the meaning given in Section <span ljsid-5=\"\">5</span>.<span ljsid-7=\"\">5</span>;":1,"#(o) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Fees” means all fees, including transactional, one-time, hourly, daily, monthly and annual fees, to be paid by Subscriber in relation to the Subscription Services and Services provided by iQmetrix under the applicable Quote;":1,"#(k) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Disclosing Party” has the meaning given in Section <span ljsid-5=\"\">17</span>.<span ljsid-7=\"\">1</span>(f);":1,"#(a) ceases to carry on active business, subject to Section <span ljsid-1=\"\">18</span>.<span ljsid-3=\"\">9</span>;":1,"#(n) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>End-User” means any person or entity other than an Agent with whom any Subscriber, Subscriber Affiliate, Authorized Representative, or Agent interacts with using the Services, including customers;":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">9</span> The terms outlined in the following sections of the Agreement will survive any expiration or termination of this Agreement: <span ljsid-4=\"\">5</span>.<span ljsid-6=\"\">10</span>, <span ljsid-8=\"\">6</span>.<span ljsid-10=\"\">1</span>, <span ljsid-12=\"\">6</span>.<span ljsid-14=\"\">2</span>, <span ljsid-16=\"\">6</span>.<span ljsid-18=\"\">3</span>, <span ljsid-20=\"\">7</span>.<span ljsid-22=\"\">4</span>, <span ljsid-24=\"\">11</span>.<span ljsid-26=\"\">1</span>, <span ljsid-28=\"\">11</span>.<span ljsid-30=\"\">2</span>, <span ljsid-32=\"\">11</span>.<span ljsid-34=\"\">3</span>, <span ljsid-36=\"\">11</span>.<span ljsid-38=\"\">5</span>, <span ljsid-40=\"\">12</span>.<span ljsid-42=\"\">1</span>, <span ljsid-44=\"\">12</span>.<span ljsid-46=\"\">2</span>, <span ljsid-48=\"\">12</span>.<span ljsid-50=\"\">3</span>, <span ljsid-52=\"\">12</span>.<span ljsid-54=\"\">4</span>, <span ljsid-56=\"\">12</span>.<span ljsid-58=\"\">5</span>, <span ljsid-60=\"\">13</span>.<span ljsid-62=\"\">3</span>, <span ljsid-64=\"\">13</span>.<span ljsid-66=\"\">4</span>, <span ljsid-68=\"\">14</span>.<span ljsid-70=\"\">1</span>, <span ljsid-72=\"\">14</span>.<span ljsid-74=\"\">2</span>, <span ljsid-76=\"\">14</span>.<span ljsid-78=\"\">3</span>, <span ljsid-80=\"\">15</span>.<span ljsid-82=\"\">2</span>, <span ljsid-84=\"\">16</span>.<span ljsid-86=\"\">7</span> and <span ljsid-88=\"\">16</span>.<span ljsid-90=\"\">8</span>. Part <span ljsid-92=\"\">18</span> will survive the expiration or termination of this Agreement in its entirety, as will all defined terms required for the interpretation of any of the surviving Sections and subsections of this Agreement.":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">8</span> Upon termination or expiration of this Agreement and the payment by Subscriber of any Fees or other amounts outstanding, Subscriber may request at any time within twelve (<span ljsid-4=\"\">12</span>) months following such termination or expiration and iQmetrix will deliver to Subscriber upon such request a copy of Subscriber’s data held on iQmetrix’s system, in an industry standard format as determined by iQmetrix in its sole discretion. Following such twelve (<span ljsid-6=\"\">12</span>) month period after termination or expiration, iQmetrix may delete all of Subscriber’s data, including all Account Data, from its systems and have no further obligation to Subscriber with respect to such data.":1,"#<span ljsid-0=\"\">5</span>.<span ljsid-2=\"\">5</span> Subscriber acknowledges and agrees that iQmetrix may modify the Policies or add new Policies from time to time in its sole discretion (a <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>Modification”). Subscriber will be notified of a Modification through notifications or posts communicated through the Subscription Services, the iQmetrix website at <a ljsid-8=\"\">https://www.iQmetrix.com</a> or through direct communication from iQmetrix to Subscriber. Subscriber expressly agrees that Subscriber’s ongoing access and use of the Services will be deemed to be Subscriber’s agreement to such Modification.":1,"#(z) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Metered Usage” has the meaning given in Section <span ljsid-5=\"\">3</span>.<span ljsid-7=\"\">8</span>;":1,"#(l) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Documentation” means all user manuals, training materials, webinars, videos, help files, and any other packaged documentation, issued from time to time by iQmetrix to assist in and relating to the Services;":1,"#(c) files or has filed against it a petition (or other document) under any bankruptcy law or similar law;":1,"#(y) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Malicious Software” means any software that brings harm to a computer system, including without limitation worms, viruses, trojans, spyware, adware and rootkits, which steal protected data, delete documents or add software not approved by a user;":1,"#(t) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Launch Services” means the implementation services provided by iQmetrix to enable Subscriber to use the Subscription Services, which may include Subscriber-specific configurations to the Software;":1,"#(f) any breach of Third Party Terms and Conditions or terms and conditions in effect between Subscriber and the provider of Integrated Solutions.":1,"#(e) in the event the prohibition on class arbitration is deemed invalid or unenforceable, then the entire Section <span ljsid-1=\"\">18</span>.<span ljsid-3=\"\">15</span> (agreement to arbitrate) will be null and void and that Section <span ljsid-5=\"\">18</span>.<span ljsid-7=\"\">13</span> and Section <span ljsid-9=\"\">18</span>.<span ljsid-11=\"\">14</span>, respectively, will apply.":1,"#(c) arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding;":1,"#(j) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Deemed Termination” has the meaning given in Section <span ljsid-5=\"\">16</span>.<span ljsid-7=\"\">4</span>;":1,"#(h) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Dealer Agreement” means the separate, written agreement between Subscriber and Carrier appointing Subscriber as a dealer of such Carrier;":1,"#(b) becomes insolvent;":1,"#(b) DAMAGES DUE TO USE, PERFORMANCE OR OPERATIONS OF THE INTERNET OR USE OF THE INTERNET BY SUBSCRIBER;":1,"#(a) to the extent legally permissible, notify Disclosing Party as soon as practicable of the required disclosure upon receipt of a governmental or court order; and":1,"#(a) the termination of this Agreement; or":1,"#(jj) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Service” or <span ljsid-5=\"\"></span><span ljsid-7=\"\">“</span>Services” means any one or more service, as the case may be, that iQmetrix agrees to provide pursuant to this Agreement as set forth in the Quote or otherwise, which may include, without limitation, the Subscription Services, the Launch Services, the Support Services, access to the Integrated Solutions, and access to the Documentation;":1,"#(ii) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Service Rate” means iQmetrix’s time and materials hourly rate for services not otherwise included in the Fees set forth in a Quote; generally, any such services would only be performed pursuant to a separate professional services agreement between the Parties;":1,"#(p) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Go Live Date” has the meaning given in Section <span ljsid-5=\"\">4</span>.<span ljsid-7=\"\">3</span>;":1,"#(d) proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors; or":1,"#<span ljsid-0=\"\">15</span>.<span ljsid-2=\"\">2</span> Subscriber will indemnify, defend and hold harmless iQmetrix, its affiliates and its and their employees, directors, shareholders and any entities whose products are provided as integrated parts of or through the Software and Services or who provide any part of the Subscription Services for any and all Losses arising from, or connected with:":1,"#(d) that are combined with third party products, processes, or materials where the alleged infringement relates to such combination.":1,"#<span ljsid-0=\"\">15</span>.<span ljsid-2=\"\">1</span> iQmetrix will indemnify, defend and hold harmless Subscriber for Losses on account of or arising from a third party claim that the Software infringes the copyright, US patent, Canadian patent, or misappropriates the trade secrets, of such third party; provided, however, that iQmetrix is promptly notified of any and all threats, claims, and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over the defence and all negotiations for a settlement or compromise. The foregoing indemnification obligations will not apply with respect to Software or portions or components thereof:":1,"#(b) cooperate with Disclosing Party in making, if available under applicable law, a good faith effort to obtain a protective order or other appropriate determination against or limiting disclosure or use of the Confidential Information, at no cost to the Parties.":1,"#<span ljsid-0=\"\">17</span>.<span ljsid-2=\"\">6</span> Any references herein to any law, by law, rule, regulation, order or act of any government, governmental body or other regulatory body will be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.":1,"#(q) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Initial Term” has the meaning given in Section <span ljsid-5=\"\">1</span>.<span ljsid-7=\"\">3</span>;":1,"#<span ljsid-0=\"\">16</span>. TERMINATION":1,"#(b) that are made in whole or in part in accordance with Subscriber specifications;":1,"#(c) LOSS OF DATA;":1,"#<span ljsid-0=\"\">11</span>.<span ljsid-2=\"\">3</span> Subscriber acknowledges that iQmetrix has expended substantial time, effort and funds to create and deliver its Intellectual Property. iQmetrix’s Intellectual Property will remain the exclusive property of iQmetrix. The Subscriber will not obtain any rights to Intellectual Property unless such rights are explicitly granted by this Agreement or subsequent agreements entered into by the Parties pursuant to this Agreement. Intellectual Property may, however, be used as authorized by this Agreement or upon the receipt of the prior written approval of iQmetrix. The right of Subscriber to use of the Intellectual Property of iQmetrix will end upon termination or expiration of this Agreement.":1,"#<span ljsid-0=\"\">18</span>.<span ljsid-2=\"\">10</span> iQmetrix may assign this Agreement and/or the benefit of this Agreement in the event that iQmetrix merges with another company or sells or assigns its entire business to another company.":1,"#Either Party may change its address by notice given to the other in the manner set forth in this paragraph. Notices sent by registered mail will be deemed given and received <span ljsid-1=\"\">5</span> calendar days after they are mailed; email notices will be deemed given and received upon reply email confirming receipt.":1,"#<span ljsid-0=\"\">18</span>.<span ljsid-2=\"\">1</span> iQmetrix will not be liable for any failure to perform its obligations under this Agreement or any failure of the Subscription Services or Software because of circumstances beyond the control of iQmetrix, which such circumstances will include (without limitation) natural disaster, terrorism, riot, sabotage, labour disputes, war, any acts or omissions of any government or governmental authority, declarations of governments, laws, court orders, transportation delays, power or telecommunications failure not caused iQmetrix.":1,"#(pp) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Subscriber’s IT Environment” has the meaning given in Section <span ljsid-5=\"\">4</span>.<span ljsid-7=\"\">2</span>(a);":1,"#(hh) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Service Level Credit” has the meaning given in Part <span ljsid-5=\"\">10</span>;":1,"#(bb) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Monthly Subscription Fees” means the monthly subscription and usage fees set out in any applicable Quote;":1,"#<span ljsid-0=\"\">17</span>. INTERPRETATION":1,"#(b) Accordingly, in lieu of actual damages relating to a Major Service Reduction, Subscriber agrees that liquidated damages may be assessed and recovered by iQmetrix as against Subscriber, without iQmetrix being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore Subscriber will be liable to iQmetrix for payment of liquidated damages in an amount equal to: the number of months remaining in the Initial Term or the then current Renewal Term upon the date of Deemed Termination multiplied by the applicable Fees that would be payable if calculated using the rolling average monthly Metered Usage over the prior twelve (<span ljsid-1=\"\">12</span>) months (or the rolling average monthly Metered Usage over the prior months since the effective date of the applicable Quote if Deemed Termination occurs during the Initial Term).":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">1</span> Subject to Section <span ljsid-4=\"\">16</span>.<span ljsid-6=\"\">4</span>, either Party will have the right to terminate any individual Subscription for any or no reason upon written notice to the other Party provided not less than ninety (<span ljsid-8=\"\">90</span>) days prior the end of the Initial Term or any Renewal Term for the applicable Subscription.":1,"#<span ljsid-0=\"\">14</span>.<span ljsid-2=\"\">3</span> IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR REQUIRE EXCLUSIONS AND/OR LIMITATIONS OF LIABILITY THAT ARE DIFFERENT THAN THOSE SET FORTH IN THIS PART <span ljsid-4=\"\">14</span>, IQMETRIX’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Part <span ljsid-6=\"\">14</span> will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.":1,"#(c) if neither of the options set forth in Subsection (a) or (b) is commercially reasonable, terminate the Subscription applicable to the Software in breach of the foregoing warranty and provide a full refund of any Fees or other amounts paid by Subscriber to iQmetrix during the <span ljsid-1=\"\">90</span> day period prior to the date of termination with respect to such Subscription Service or portion thereof that was inoperable.":1,"#<span ljsid-0=\"\">18</span>.<span ljsid-2=\"\">12</span> Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties hereto, any rights, benefits or remedies under or by reason of this Agreement.":1,"#(tt) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Test Version” has the meaning given in Section <span ljsid-5=\"\">4</span>.<span ljsid-7=\"\">2</span>(a); and":1,"#(ee) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Receiving Party” has the meaning given in Section <span ljsid-5=\"\">17</span>.<span ljsid-7=\"\">1</span>(f);":1,"#(u) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Launch Team” means any one or more of the iQmetrix personnel providing the Launch Services;":1,"#(r) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Integrated Solutions” means any product or service available to Subscriber through the Subscription Services, or Software or portions or components thereof, including Credit Card and Debit Card Services, that are supplied by third parties (whether white-labelled by iQmetrix or provided under the label of the applicable third party) and that may be governed by agreements between Subscriber and such third party providers, as well as terms and conditions in this Agreement and any applicable Product Terms;":1,"#<span ljsid-0=\"\">17</span>.<span ljsid-2=\"\">1</span> In this Agreement the following terms will have the following meanings:":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">6</span> This Agreement will automatically expire on the date of expiration or termination of the last Subscription entered into hereunder (i.e. when no Subscriptions are currently in effect).":1,"#(a) Subscriber expressly acknowledges and agrees that (i) iQmetrix has determined the applicable pricing for each Subscription on the basis of anticipated usage as indicated by Subscriber at the commencement of the Initial Term or any Renewal Term of a Subscription; (ii) any Major Service Reduction will cause iQmetrix to incur substantial economic damages and losses in amounts which are very difficult to compute and ascertain with certainty as a basis for recovery by iQmetrix due to transactional and other variable fees that iQmetrix may forego, and (iii) liquidated damages represent a fair, reasonable and appropriate estimate thereof.":1,"#(e) its assets are taken into the possession of a receiver, trustee, custodian or similar agent.":1,"#<span ljsid-0=\"\">14</span>.<span ljsid-2=\"\">2</span> Without limiting the generality of the foregoing, iQmetrix’s liability for Losses with respect to the Services or any portion of the Services, including but not limited to liability for any fundamental breach of this Agreement with respect to the Services or any portion thereof and regardless of the form of action, will not exceed: (a) for Subscription Services, the total Monthly Subscription Fees paid by Subscriber for the then current Initial Term or Renewal Term with respect to the Subscription giving rise to liability hereunder; and (b) for each Service other than Subscription Services giving rise to liability hereunder, the total Fees paid by Subscriber for the then current Initial Term or Renewal Term of such Service.":1,"#<span ljsid-0=\"\">13</span>.<span ljsid-2=\"\">4</span> Some jurisdictions do not allow the exclusion of implied warranties, which means that some of the above exclusions may not apply to Subscriber. IN THESE JURISDICTIONS, IQMETRIX’S IMPLIED WARRANTIES WILL BE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW AND IQMETRIX WILL ADHERE SOLELY TO THE MINIMUM AMOUNT OF IMPLIED WARRANTIES NECESSARY TO COMPLY WITH APPLICABLE LAW.":1,"#(b) service of process being effected upon Subscriber by registered mail;":1,"#<span ljsid-0=\"\">18</span>.<span ljsid-2=\"\">7</span> The provisions of this Agreement will be deemed severable. In the event that any provision of this Agreement is determined by a court having jurisdiction to be unenforceable or invalid, such provision will nonetheless be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions of this Agreement.":1,"#<span ljsid-0=\"\">18</span>.<span ljsid-2=\"\">6</span> Subject to Sections <span ljsid-4=\"\">1</span>.<span ljsid-6=\"\">10</span> and <span ljsid-8=\"\">5</span>.<span ljsid-10=\"\">5</span>, alterations, modifications or amendments of provisions of this Agreement will not be binding unless such alterations, modifications or amendments are in writing and signed by authorized representatives of iQmetrix and Subscriber.":1,"#(kk) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Software” means iQmetrix software products developed from time to time, as well as all parts thereof and updates thereto, as identified in each applicable Quote;":1,"#(v) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Location” means a physical location at which an instance of the Software is provided in conjunction with the Subscription Services for access and use by Agents;":1,"#(m) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Effective Date” means the date of execution of the earliest applicable Quote between Subscriber and iQmetrix;":1,"#(a) procure, at iQmetrix’s expense, the right for Subscriber to use the Software and all parts thereof;":1,"#<span ljsid-0=\"\">12</span>.<span ljsid-2=\"\">5</span> NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE OR GIVEN UNDER THIS AGREEMENT AS TO THE ACCURACY, COMPLETENESS OR CURRENT NATURE OF ANY OF THE CONFIDENTIAL INFORMATION DISCLOSED UNDER THIS AGREEMENT, OR ITS USEFULNESS OR FITNESS FOR PURPOSES OF THE SUBSCRIPTION SERVICES, OR USE WITH, OR IN RELATION TO THE SUBSCRIPTION SERVICES.":1,"#<span ljsid-0=\"\">11</span>.<span ljsid-2=\"\">5</span> Subscriber hereby grants iQmetrix a royalty-free, worldwide, transferable, sub-licensable (through multiple tiers of distribution), irrevocable and perpetual license to incorporate into the Subscription Services or the Software or otherwise use any suggestions, enhancement requests, recommendations or other feedback iQmetrix receives from Subscriber without any further permissions of or notifications to Subscriber.":1,"#<span ljsid-0=\"\">6</span>.<span ljsid-2=\"\">2</span> iQmetrix will comply with privacy and data protection laws applicable to the storing and transmitting of personally identifiable information received from or in relation to Subscriber subject to the Subscriber’s compliance with its obligations in this Section <span ljsid-4=\"\">6</span>.<span ljsid-6=\"\">2</span>. If requested by Subscriber and at Subscriber’s cost, iQmetrix will assist Subscriber to comply with Subscriber’s privacy and data compliance requirements with respect to Subscriber data and information that has been entered into or stored in the Software or Subscription Services. Subscriber is solely responsible to ensure that information is collected from End-Users, entered in the Software or Subscription Services as such were designed and intended, and accessed and used by all Agents and End-Users in accordance with this Agreement, any Dealer Agreement, and all applicable law. For the avoidance of doubt, iQmetrix prohibits the entering of personally identifying information or financial information of individuals into custom or free-form fields in the Software or Subscription Services and may delete any such information so entered without any notice to Subscriber. Such information may only be entered into specified data fields. Subscriber is solely responsible for any such information improperly entered and stored in the Software or Subscription Services by Subscriber, any Subscriber Affiliate, any Authorized Representative, or any Agent or End-User.":1,"#(w) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Losses” means losses, expenses, claims, damages, actions, lawsuits, judgments, costs and expenses, including without limitation, reasonable lawyer’s fees, costs of investigation and defence;":1,"#(s) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Internal Use” means the use of the Software in connection with Subscription Services for the internal business purposes of Subscriber, which includes interacting with End-Users, but expressly excludes the use of any Software or Services as a service bureau (i.e. receiving fees with respect to services provided to third parties);":1,"#(i) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Customer Support Contact” has the meaning given in Section <span ljsid-5=\"\">8</span>.<span ljsid-7=\"\">4</span>;":1,"#(g) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Credit Card and Debit Card Services” has the meaning given in Section <span ljsid-5=\"\">7</span>.<span ljsid-7=\"\">1</span>;":1,"#(d) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Authorized Representatives” means third party business entities, such as resellers, authorized by Subscriber to access and use the Services;":1,"#(c) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Agent” means any individual authorized by Subscriber to use the Services as an agent and/or administrator including, for clarification, agents and administrators of Subscriber Affiliates and Authorized Representatives;":1,"#(c) Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Subscriber will pay them to iQmetrix without limiting iQmetrix’s right to terminate this Agreement for default as provided elsewhere herein.":1,"#(b) Subject to receiving Fees in accordance with Section <span ljsid-1=\"\">16</span>.<span ljsid-3=\"\">4</span>(a), iQmetrix will continue providing the Subscription Services for the applicable Subscription through the last day of the Initial Term or the then current Renewal Term.":1,"#(c) that are modified after shipment other than by any party other than iQmetrix or its contractors or agents, if the alleged infringement relates to such modification; or":1,"#(d) LOST PROFITS;":1,"#<span ljsid-0=\"\">13</span>.<span ljsid-2=\"\">5</span> Subscriber represents and warrants that it has all requisite corporate power, authority, and capacity to enter into, execute, deliver and perform its obligations under this Agreement, and in doing so, Subscriber will not violate any obligations Subscriber has to any third party.":1,"#<span ljsid-0=\"\">12</span>. CONFIDENTIALITY AND NON-DISCLOSURE":1,"#(c) iQmetrix will provide the Subscriber with access to any help files and any library of step-by-step training videos that cover how-to scenarios for different modules and processes included in the Software. In addition, Subscriber will have access to any online iQmetrix support materials; and":1,"#<span ljsid-0=\"\">3</span>.<span ljsid-2=\"\">8</span> All Fees set forth in the Quotes are based on the types of products and services selected by Subscriber as of the effective date of the Quotes, or as iQmetrix may otherwise agree to provide to Subscriber from time to time. Certain Fees are based on the applicable Pricing Tiers which may vary the Fees. Fees based on Pricing Tiers will be metered at the end of each calendar month of the Initial Term or any Renewal Term by iQmetrix (“Metered Usage”) and Subscriber’s subsequent invoice will include any required adjustments to Fees previously invoiced in advance.":1,"#<span ljsid-0=\"\">3</span>.<span ljsid-2=\"\">1</span> Unless otherwise specified in a Quote or Product Terms, iQmetrix will invoice Subscriber monthly in advance for amounts owed under this Agreement, and Subscriber will pay all invoices within <span ljsid-4=\"\">30</span> days of receipt.":1,"#vi. Non-EMV Support Agreement":1,"#iv. Gateway":1,"#<span ljsid-0=\"\">18</span>.<span ljsid-2=\"\">17</span> The International Sale of Goods Act of British Columbia, any similar legislation applicable to iQmetrix in any jurisdiction, and the United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Agreement or to the transactions contemplated by this Agreement or otherwise to create any rights or to impose any duties or obligations on either Party to this Agreement. Any rights which have arisen or which might in the future arise under the International Sale of Goods Act, similar applicable legislation or under the United Nations Convention on Contracts for the International Sale of Goods are waived and released by the Parties.":1,"#<span ljsid-0=\"\">18</span>.<span ljsid-2=\"\">14</span> If the Quote has been entered into by iQmetrix Software Development Corp., then this Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to conflicts of laws provisions, and will in all respects be treated as a British Columbia contract. If this Section <span ljsid-4=\"\">18</span>.<span ljsid-6=\"\">14</span> applies, the Parties hereby irrevocably submit to the jurisdiction of the federal and provincial courts located in Vancouver, British Columbia, to the extent that a court of competent jurisdiction determines in a binding, final court order that default Section <span ljsid-8=\"\">18</span>.<span ljsid-10=\"\">15</span> does not apply.":1,"#<span ljsid-0=\"\">17</span>.<span ljsid-2=\"\">4</span> All words and personal pronouns relating thereto will be read and construed as the number and gender of the party or parties referred to in each case required and the verb will be construed as agreeing with the required word and pronoun. A general statement, term or matter when followed by the word <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>including”, will not be construed as limited to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not language such as <span ljsid-8=\"\"></span><span ljsid-10=\"\">“</span>without limitation” or <span ljsid-12=\"\"></span><span ljsid-14=\"\">“</span>but not limited to” is used with reference thereto.":1,"#(uu) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Third Party Terms and Conditions” means any specific third-party terms and conditions, either with respect to an Integrated Solution or other portion of the Software or aspect of the Services, that iQmetrix is bound to flow through to Subscriber;":1,"#(ss) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Support Services” has the meaning given in Section <span ljsid-5=\"\">8</span>.<span ljsid-7=\"\">1</span>;":1,"#(qq) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Subscription(s)” has the meaning given in Section <span ljsid-5=\"\">1</span>.<span ljsid-7=\"\">1</span>;":1,"#(nn) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Subscriber Applications” means web or other software services or applications developed or licensed by Subscriber that utilize or interact with the Software;":1,"#(a) <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Account Data” means data or information stored, transmitted or processed through the Services by or on behalf of a Subscriber, Subscriber Affiliate, Authorized Representative, Agent or End-User;":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">4</span> In the event of termination in accordance with Section <span ljsid-4=\"\">16</span>.<span ljsid-6=\"\">1</span>, Section <span ljsid-8=\"\">16</span>.<span ljsid-10=\"\">3</span>:":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">2</span> If either Party violates its material obligations under this Agreement, the other Party may send a notice of non-compliance (a <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>Notice of Non-Compliance”) to the non-complying Party. Upon receiving a Notice of Non-Compliance, the non-complying Party will have sixty (<span ljsid-8=\"\">60</span>) days from the date of receipt of the Notice of Non-Compliance to cure any such non-compliance. If such non-compliance is not cured within the required sixty (<span ljsid-10=\"\">60</span>) day period, the Party providing the Notice of Non-Compliance will have the right to terminate this Agreement as of the <span ljsid-12=\"\">61</span><sup ljsid-13=\"\">st</sup> day after the date of receipt of the Notice of Non-Compliance. This Section <span ljsid-15=\"\">16</span>.<span ljsid-17=\"\">2</span> in its entirety is subject to Section <span ljsid-19=\"\">3</span>.<span ljsid-21=\"\">5</span>.":1,"#(a) any use or misuse of the Software or Services by Subscriber, Subscriber Affiliates or Authorized Representatives, as well as their Agents or End-Users;":1,"#(e) BUSINESS INTERRUPTION;":1,"#<span ljsid-0=\"\">14</span>. LIMITATIONS OF LIABILITY":1,"#ii. if iQmetrix is unable, within <span ljsid-1=\"\">90</span> days of notification, to correct a defect that Subscriber has notified iQmetrix about, Subscriber will be entitled to terminate the applicable Subscription Service upon written notice and request a full refund of any Fees or other amounts paid by Subscriber to iQmetrix during the <span ljsid-3=\"\">90</span> day period with respect to such Subscription Service; and":1,"#(b) replace the Software or any part thereof that is in breach with Software of comparable functionality that does not cause any breach; or":1,"#<span ljsid-0=\"\">12</span>.<span ljsid-2=\"\">3</span> Prior to making any disclosure pursuant to Subsection <span ljsid-4=\"\">17</span>.<span ljsid-6=\"\">1</span>.(f)(v) of this Agreement, Receiving Party will:":1,"#iii. API - Medium Package":1,"#<span ljsid-0=\"\">1</span>.<span ljsid-2=\"\">5</span> Subscriber expressly agrees that its access to and/or use of the Software and Services may be subject to Third Party Terms and Conditions attached to this Agreement or otherwise made available to Subscriber from time to time, that such Third Party Terms and Conditions may be modified from time to time by the applicable third party in accordance with the terms and conditions if so required by the applicable third party, and that iQmetrix has no control over such Third Party Terms and Conditions.":1,"#<span ljsid-0=\"\">15</span>. INDEMNITIES":1,"#(b) at Disclosing Party’s request.":1,"#<span ljsid-0=\"\">8</span>.<span ljsid-2=\"\">4</span> Subscriber will designate one individual (the <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>Customer Support Contact”) to be the Subscriber’s primary contact for iQmetrix and will provide iQmetrix with the name and contact details for such individual. iQmetrix will initiate all contacts available in relation to the Subscription Services, which may include e-mail or chat support, through the Customer Support Contact.":1,"#<span ljsid-0=\"\">5</span>.<span ljsid-2=\"\">7</span> iQmetrix will back up Subscriber’s data from each Subscription Service on a daily basis using reasonable back-up and redundancy/recovery procedures.":1,"#(a) Subscriber is responsible for ensuring that Subscriber’s IT Environment complies with the Specifications and for determining that the Test Version functions within such environment to Subscriber’s satisfaction. Upon written notice to iQmetrix that the Test Version functions within Subscriber’s IT Environment to Subscriber’s satisfaction, Subscriber will complete configuring network connections to connect to the Software with assistance from iQmetrix and begin using the Software in a production environment (“Go Live Date”);":1,"#<span ljsid-0=\"\">3</span>. FEES AND PAYMENT":1,"#(a) access or use any Subscription for any purposes other than the Internal Use of Subscriber, Subscriber Affiliates and Authorized Representatives;":1,"#v. API - Enterprise Package":1,"#any Quotes entered into between the Parties;":1,"#iQmetrix Master Services Agreement":1,"#<span ljsid-0=\"\">3</span>.<span ljsid-2=\"\">4</span> All Fees are exclusive of and Subscriber will pay all applicable taxes, duties, levies or fees (collectively, <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>Taxes”) assessable with respect to the Services. If any authority imposes any Taxes, excluding those based on iQmetrix’s net income, upon any transaction under this Agreement, Subscriber agrees to pay that amount as specified in an invoice or to supply such documentation as iQmetrix may reasonably require to confirm an exemption from the payment of such Taxes. The Subscriber will be responsible, and will hold iQmetrix harmless, for any and all Taxes or fees that may be charged by or for Integrated Solutions or other services that may be used in connection with the Subscription Services.":1,"#<span ljsid-0=\"\">1</span>.<span ljsid-2=\"\">4</span> Any portion of a Subscription may be subject to credit approval at iQmetrix’s discretion, in which case iQmetrix will not be obligated to provide or implement the related Services until such credit approval has been confirmed in writing to iQmetrix in a manner satisfactory to iQmetrix.":1,"#<span ljsid-0=\"\">1</span>.<span ljsid-2=\"\">1</span> Subscriber subscribes for and will pay the Fees for, and iQmetrix will provide, the Subscription Services and other Services to Subscriber and/or to each Subscriber Affiliate and/or to each Authorized Representative as set out in each Quote (each separate Service, a <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>Subscription”), as may be amended by agreement in writing between the Parties from time to time or as otherwise permitted hereunder.":1,"#<span ljsid-0=\"\">5</span>.<span ljsid-2=\"\">8</span> The Subscriber acknowledges that the Services may be modified or upgraded by iQmetrix from time to time in its sole discretion, provided that such modifications and upgrades do not detract from the performance levels of the Subscription Services.":1,"#<span ljsid-0=\"\">5</span>.<span ljsid-2=\"\">4</span> Subscriber will comply with and access, and iQmetrix will perform, the Services according to applicable policies, terms of use and legal notices referenced herein, in all applicable Quotes (including any applicable Product Terms) or otherwise provided to Subscriber, as iQmetrix may in its sole discretion, adopt or change from time to time, including without limitation (each being a <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>Policy” and collectively, <span ljsid-8=\"\"></span><span ljsid-10=\"\">“</span>Policies”):":1,"#<span ljsid-0=\"\">4</span>.<span ljsid-2=\"\">1</span> Implementation of the Subscription Services will start as soon as commercially reasonably possible following the effective date of the applicable Quote, subject to both Parties meeting their obligations described below. iQmetrix’s obligation to carry out implementation will be conditional on Subscriber paying all Fees owing as of the effective date of the applicable Quote.":1,"#(e) allow any third party to have access to the Software or Services, other than Subscriber Affiliates and Authorized Representatives;":1,"#<span ljsid-0=\"\">1</span>.<span ljsid-2=\"\">3</span> The initial term of each Subscription will commence on the effective date of the applicable Quote and run for a period of <span ljsid-4=\"\">12</span> months (the <span ljsid-6=\"\"></span><span ljsid-8=\"\">“</span>Initial Term”), unless otherwise specified in an applicable Quote or Product Terms. Subject to the termination provisions in Part <span ljsid-10=\"\">16</span> of this Agreement, each Subscription will automatically renew for an unlimited number of additional <span ljsid-12=\"\">12</span>-month terms (each such <span ljsid-14=\"\">12</span>-month term being a <span ljsid-16=\"\"></span><span ljsid-18=\"\">“</span>Renewal Term” and collectively, the <span ljsid-20=\"\"></span><span ljsid-22=\"\">“</span>Renewal Terms”). UNLESS OTHERWISE SPECIFIED IN AN APPLICABLE QUOTE OR PRODUCT TERMS AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IQMETRIX WILL PROVIDE EACH AGREED UPON SUBSCRIPTION SERVICE TO SUBSCRIBER, AND SUBSCRIBER WILL RECEIVE AND PAY FOR EACH AGREED UPON SUBSCRIPTION SERVICE, FOR A MINIMUM OF <span ljsid-24=\"\">12</span> MONTHS.":1,"#By executing a quote or any other document that references the MSA (a <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Quote”), Subscriber agrees to this Agreement.":1,"#Service Level Agreement, located at <a ljsid-1=\"\">https://www.iqmetrix.com/legal…</a>.":1,"#<span ljsid-0=\"\">5</span>.<span ljsid-2=\"\">1</span> Subscriber does hereby grant iQmetrix a worldwide, royalty-free, non-exclusive license to access, view, transmit, store, process or otherwise use Account Data, Subscriber Material, information concerning Subscriber’s facilities, data, computers, hardware, devices and software as reasonably required to carry out iQmetrix’s obligations and exercise iQmetrix’s rights under this Agreement, including to provide the Services. Subscriber will cooperate with iQmetrix, on a commercially reasonable basis and upon request, if iQmetrix should require access to Subscriber’s personnel, facilities, information, data, computers, computer software or additional information to perform its obligations under this Agreement.":1,"#<span ljsid-0=\"\">3</span>.<span ljsid-2=\"\">3</span> Other than as expressly set out in this Agreement, all Fees paid under this Agreement are non-refundable.":1,"#(d) access or use the Software or Services in a manner that contravenes any provisions of this Agreement or applicable statutes, laws, ordinances, or regulations;":1,"#<span ljsid-0=\"\">1</span>.<span ljsid-2=\"\">10</span> Notwithstanding anything in this Agreement, additional Product Terms may be added to Section <span ljsid-4=\"\">1</span>.<span ljsid-6=\"\">9</span> by iQmetrix from time to time and without notice where such additional Product Terms will not affect existing Subscribers until they renew, amend, or otherwise agree to change the terms of this Agreement.":1,"#i. Firmware Update":1,"#<span ljsid-0=\"\">1</span>.<span ljsid-2=\"\">9</span> Additional product terms for the use of applicable Services are listed in this Section <span ljsid-4=\"\">1</span>.<span ljsid-6=\"\">9</span>. Where applicable, these additional product terms will form the <span ljsid-8=\"\"></span><span ljsid-10=\"\">“</span>Product Terms”, which are incorporated into and form a part of the Agreement.":1,"#The following documents, as may be amended from time to time as permitted within each document, are collectively referred to in the MSA as this <span ljsid-1=\"\"></span><span ljsid-3=\"\">“</span>Agreement”:":1,"#(a) with respect to Subscription Services and subject to Part <span ljsid-1=\"\">10</span>, iQmetrix warrants to Subscriber that each Subscription Service will perform substantially in accordance with its accompanying Documentation from and after the Go Live Date. As Subscriber’s sole and exclusive remedy and iQmetrix’s sole and exclusive liability to Subscriber, in the event of any breach or threatened breach of the foregoing warranty for which a Service Level Credit does not apply, if iQmetrix receives notice of such breach:":1,"#<span ljsid-0=\"\">11</span>.<span ljsid-2=\"\">1</span> All right, title and interest in and to the Software and the Documentation, and any copies thereof, and all documentation, code and logic which describes and/or comprises the Software, Documentation and related Services are and will at all times remain the sole property of iQmetrix or its licensors, including all ownership rights to patents, copyrights, trademarks, trade names, goodwill, trade secrets and other intellectual property rights (collectively, <span ljsid-4=\"\"></span><span ljsid-6=\"\">“</span>Intellectual Property”) in connection therewith. Subscriber’s right to use the Software and Documentation is conditional upon and limited by the terms and conditions of this Agreement. No modification by the Subscriber of the Software or any part thereof will in any way reduce or eliminate iQmetrix’s ownership rights in and to the Software and its components.":1,"#<span ljsid-0=\"\">5</span>.<span ljsid-2=\"\">2</span> Subscriber hereby agrees to cooperate with and provide such information to iQmetrix as requested from time to time.":1,"#(h) introduce Malicious Software into the Services.":1,"#(d) Payments Product Terms located at <a ljsid-1=\"\">https://www.iqmetrix.com/legal…</a>":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">10</span> Subscriber agrees and acknowledges that the Agreement and/or any Quote, Subscription, licence, or access granted hereunder may, at iQmetrix’s sole discretion, be terminated by iQmetrix immediately upon notice to Subscriber if Carrier makes such a request of iQmetrix or if the Dealer Agreement is terminated.":1,"#(a) Subscriber will remain liable for all Monthly Subscription Fees through the last day of the Initial Term or the then current Renewal Term of the Subscription, which fees will be pro-rated for the month in which the termination is effective; and":1,"#<span ljsid-0=\"\">16</span>.<span ljsid-2=\"\">3</span> Subject to Section <span ljsid-4=\"\">16</span>.<span ljsid-6=\"\">4</span>, either Party will have the right to immediately terminate this Agreement and all Subscriptions in effect upon the written notice to the other Party if the other Party:":1,"#<span ljsid-0=\"\">3</span>.<span ljsid-2=\"\">7</span> If applicable, Subscriber agrees to pay iQmetrix: an administrative fee of $<span ljsid-4=\"\">50</span> as a result of any payment that is refused as a result of insufficient funds, a closed account, a failure to process an ACH transaction or any other similar reason; and/or an administrative fee for payments made by credit card. Notwithstanding any provision to the contrary in this Agreement, all amounts remaining unpaid when due will bear interest at the rate of the lesser of (a) <span ljsid-6=\"\">24</span>% per annum, and (b) the greatest amount permitted by applicable law, compounded monthly until paid in full.":1,"#<span ljsid-0=\"\">3</span>.<span ljsid-2=\"\">2</span> iQmetrix may adjust the Fees charged to the Subscriber during any Renewal Term by providing a notice of such adjustment in Fees. Notwithstanding the foregoing, certain Subscriptions may be subject to pricing tiers as indicated in any applicable Quote (“Pricing Tiers”) and Fees payable by Subscriber throughout the Initial Term or any Renewal Term may adjust in accordance with such Pricing Tiers. For clarification, the Pricing Tiers may be modified by iQmetrix in accordance with this Section <span ljsid-4=\"\">3</span>.<span ljsid-6=\"\">2</span>.":1,"#(c) access or use the Software and Services other than as permitted hereunder in conjunction with valid and current Subscription Services;":1,"#(e) Queue Management Product Terms located at <a ljsid-1=\"\">https://www.iqmetrix.com/legal…</a>":1,"#<span ljsid-0=\"\">5</span>. SERVICE DELIVERY":1,"#v. Terminal Reporting & Branding":1,"#i. Endless Aisle":1,"#i. Dropship":1,"#<span ljsid-0=\"\">1</span>.<span ljsid-2=\"\">7</span> Subscriber and iQmetrix agree that any services not included in the Services, including custom software development, integrations or modifications to the Software, will be subject to a separate professional services agreement between Subscriber and iQmetrix and will not form part of this Agreement.":1},"version":3938}]