Licensing & Software Terms of Use Agreement

These terms of use apply to your purchase of or subscription to, and use of, the software and services provided by Comtech Systems Inc. (“Comtech”), including but not limited to, your initial purchase of or subscription to Collect!, any Technical Services and future purchases (such as upgrades or add-ons).

This is a legal agreement between you and Comtech and incorporates Comtech’s privacy policy located here and the schedules attached hereto. By subscribing for and/or using Collect!, you are accepting to be bound by this licensing and terms of use agreement. If you do not agree to this Agreement, you may not use or access Collect! or the Technical Services.

The effective date of this Agreement is the earlier of (i) your initial access to, or use of Collect! or (ii) the date of the first Order (as defined below) referencing this Agreement.

1. DEFINITIONS

(a) “Administrator(s)” means the Client and any individual authorized by the Client to contact Comtech with respect to a subscription, purchase, Technical Services, or any other matter related to the Client’s account with Comtech and its use of Collect!

(b) “Agreement” means this licensing and terms of use agreement and all schedules attached hereto, all Order and any other referenced policies or terms.

(c) “Client” means the named person, company or other entity purchasing a license to use Collect!.

(d) “Client Data” means any information uploaded, posted, entered or stored in Collect! by the Client, an Administrator or User.

(e) “Cloud Subscription” means the subscription selected by the Client when subscribing to the Collect! Cloud-Based Solution and refers to the payment of fees on a monthly, quarterly or annual basis for a license to access and use the Collect! Cloud-Based Solution platform.

(f) “Collect!” means the credit and debt collection software provided by Comtech, including all content, versions (including, but not limited to the Collect! Premise-Based Solution and Collect! Cloud-Based Solution), editions, updates and new releases.

(g) “Invoice” means an itemized account issued by Comtech to the Client for products and/or services provided by Comtech.

(h) “Member” means a Client with an active Comtech Membership with no payments in arrears.

(i) “Membership” means an annual services and support plan providing software updates and ancillary configurations, examples, information, training videos, materials and preferential rates for technical services to Members.

(j) “Members Only Web Site” means the Collect! website dedicated to Members, which is presently at http://collectsoftware.cc/members.

(k) “Order” means Comtech’s applicable ordering or other purchase documentation referencing this Agreement. Orders may include purchases of Cloud Subscriptions, Premise Software, Memberships, Technical Services, upgrade invoices, add-on invoices or renewals of the foregoing.

(l) “Premise Software” means the Collect! Premise-Based Solution software, which is available as a one-time purchase to Clients.

(m) “Promotional Services Pool” means a credit of time (in minutes) given by Comtech to a Member at no charge, to be used as a retainer for the delivery of Technical Services.

(n) “Seats” refers to the number of individual Users that can access Collect! concurrently under a single Subscription or Collect! account.

(o) “Service Request” means a request made by an Administrator to Comtech’s support team for Technical Services.

(p) “Support Retainer” means the non-refundable deposit of funds obtained from a Client in advance of Comtech providing Technical Services and which is retained by Comtech and used as a retainer for the delivery of Technical Services.

(q) “Technical Services” means the maintenance, setup, customization and other technical support services provided by the Comtech’s technical support team, described in Schedule “B” hereto.

(r) “Ticket System” – The system provided by Comtech (currently at http://collectsoftware.cc) used to manage Service Requests and Client inquiries.

(s) “Trial” means any add-on or other software, product functionality or features which may be offered by Comtech for the Client’s use on a limited or short-term basis without charge.

(t) “User” means any employee, contractor or agent of the Client that is authorized by the Client to use Collect!.

2. LICENSE & RESTRICTIONS

2.1 Subject to the Client’s payment of all applicable fees and the terms and conditions of this Agreement, Comtech grants the Client a non-exclusive, non-transferable, limited license to access and use Collect!.

2.2 Except for the non-exclusive license granted to the Client pursuant to this Agreement, the Client acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to Collect! shall remain solely with Comtech.

2.3 Any and all information, reports, documents, data, computer software or other items of any nature whatsoever and in any form prepared, created or developed by Comtech (or its employees or agents) pursuant to this Agreement, together with all designs or materials capable of attracting intellectual property protections, shall also be the sole property of Comtech.

2.4 Unless authorized in this Agreement, the Client agrees that it shall not:

  1. reproduce, duplicate, modify, copy, deconstruct or reverse-engineer Collect! or any part of it;
  2. distribute, sell, resell, sublicense or share Collect!, any Subscription or account information, or written materials to any third-party;
  3. use Collect! in any manner which may infringe copyright or intellectual property rights of Comtech;
  4. take any steps to bypass, circumvent or avoid any restrictions or fees set by Comtech;
  5. use Collect! in any manner which is unlawful, offensive, threatening, libelous, defamatory or in violation of the terms of this Agreement; or permit any User or other third-party to do any of the foregoing. Civil and/or criminal penalties may also be pursued. Comtech reserves the right to determine whether an activity meets the above-mentioned criteria.

2.5 Comtech reserves the right at any time, and from time-to-time, to modify or discontinue, temporarily or permanently, any feature or product associated with Collect! and the Technical Services, with or without notice, except that Comtech shall provide the Client with 30 days’ notice of any modification that materially reduces the functionality of Collect!. Continued use of Collect! following any modification constitutes the Client’s acceptance of the modification.

2.6 Some Collect! software is subject to additional terms specific to that particular software version, as set out in Schedule “A” hereto. The terms in Schedule “A” form part of this Agreement.

3. USERS & ACCESS

3.1 The Client may designate as many Users as it sees fit to use the Seats provided for in its Cloud Subscription or Premise Software purchase. The Client may not share or distribute its account information to any third-party.

3.2 Unless otherwise indicated by the Client to Comtech, the individual that initiated the Client’s Cloud Subscription or Premise Software purchase shall be the initial Administrator and have the authority to appoint additional Administrators.

3.3 Provided that the Client’s account with Comtech is in good standing with all fees paid, the Client may request that additional Seats be created and activated by Comtech.

4. PAYMENT, CHARGES & SUBSCRIPTION CHANGES

4.1 The Client shall pay all fees, plus applicable taxes and other charges imposed by government authorities, in accordance with each Order. All payments shall be made free and clear of, and without deduction or withholding for, any taxes, or if such deduction or withholding is required, the sum payable shall be increased as necessary to ensure Comtech receives and amount equal to the sum it would have received had no such deduction or withholding been made.

4.2 The Client is responsible for paying all taxes associated with its Cloud Subscription, Premise Software and/or Membership. If Comtech has any legal obligation to pay or collect taxes for which the Client is responsible under this section, the appropriate amount shall be charged to and paid by the Client, unless the Client provides Comtech with a valid tax exemption certificate authorized by the appropriate taxation authority.

4.3 In the event that the Client’s Collect! product is subject to a Trial, the Client will be charged upon the expiration of such Trial period in the manner specified in the Client’s Order. Cloud Subscriptions or Premise Software purchases cancelled prior to the expiration of a Trial period will not be charged and the Client shall delete all Collect! software from its computer(s) and system(s).

4.4 The Client agrees that Comtech may bill the credit card provided by the Client or use such other payment method used by the Client for collecting all scheduled payments and fees for renewal, upgrade, add-ons, subscriptions, purchases, Technical Services or other related matters.

4.5 Amounts charged on the Client’s next billing cycle will be automatically updated to reflect any new Orders resulting from changes to a subscription or purchase, such as upgrades or downgrades, add-ons, as well as the addition or removal of Seats.

4.6 Unless otherwise specified in this Agreement, no refunds or credits will be issued for pre-paid fees, partial periods of service, periods of upgrade/downgrade or unused periods within an active Cloud Subscription.

4.7 The Client’s access to Collect! and/or the Technical Services may be interrupted or suspended in the event a credit card or other method of payment provided to pay subscription, purchase or Technical Service fees is invalid or insufficient, and the Client shall be responsible for ensuring that it updates its payment information as necessary to ensure payment can be made as required.

5. SETUP, BACKUP & CLIENT DATA

5.1 Comtech shall only provide the initial setup, training and implementation services set out in the Client’s purchase Order(s). Any services requested or provided in addition to those set out in a purchase Order will be treated as Technical Services and billed accordingly. For greater certainty, Comtech shall be under no obligation to import any Client Data for the Client except as provided for in the Client’s purchase Order or unless requested and billed as part of a Service Request.

5.2 Comtech does not claim any intellectual property rights with respect to the Client Data and will exercise no control over such Client Data, provided that the Client adheres to the conditions of this Agreement.

5.3 The Client shall be fully responsible for all Client Data uploaded, posted or stored through its use of Collect! and acknowledges and agrees that Comtech will take no steps to validate Client Data, including but not limited to for content, correctness or usability, unless is it specifically requested to do so by the Client, in which case additional fees will apply.

5.4 The Client shall be permitted to copy its Client Data for backup purposes. Comtech backs up Client Data stored in the Collect! Cloud-Based Solution platform on a daily basis, which backup data may be requested by a Client with a Cloud Subscription at no additional charge. Alternatively, Clients with a Cloud Subscription may request additional backups at different intervals by a separate agreement with Comtech and for a fee. Comtech does not back-up Client Data entered into and stored using the Premise Software and Clients that have purchased the Premise Software shall be solely responsible for ensuring its Client Data is backed up.

6. MEMBERSHIP

6.1 Collect! Membership provides the following benefits:

Updates Only Membership

  • access to software updates within the same major version number;
  • activation of specific Modules, (which may be disabled if Membership lapses);
  • member newsletters and informational updates, as they are made available;
  • preferential pricing for Technical Services;
  • preferential pricing for seats, modules and upgrades.

Standard Membership

  • access to software updates within the same major version number;
  • Tier 1 support services (as set out in Schedule “B”);
  • other technical resources as they are made available from time to time by Comtech;
  • activation of specific Modules, (which may be disabled if Membership lapses);
  • member newsletters and informational updates, as they are made available;
  • access to Comtech’s Members Only Web Site that provides:
    • access to online training videos;
    • access to Comtech’s online ticket system;
    • sample report templates;
    • sample import/export templates;
    • sample interfaces with third party systems;
  • preferential access and pricing for Technical Services;
  • preferential pricing for seats, modules and upgrades.

Enterprise Membership

  • access to software updates within the same major version number;
  • access to software upgrades to subsequent versions;
  • Tier 1 support services (as set out in Schedule “B”);
  • other technical resources as they are made available from time to time by Comtech;
  • activation of specific Modules, (which may be disabled if Membership lapses);
  • member newsletters and informational updates, as they are made available;
  • access to Comtech’s Members Only Web Site that provides:
    • access to online training videos;
    • access to Comtech’s online ticket system;
    • sample report templates;
    • sample import/export templates;
    • sample interfaces with third party systems;
  • preferential access and pricing for Technical Services;
  • preferential pricing for seats, modules and upgrades.
  • one (1) hour of Promotional Services Time per active user per year

6.2 Any Promotional Services Pool offered by Comtech shall only be valid for the period of time communicated to the Client on the date it is created, after which the value of the Promotional Services Pool shall expire. The Client shall not be entitled to any compensation for expired value in a Promotional Services Pool.

6.3 Membership eligibility for each Collect! product is set out in Schedule “A” hereto.

7. TECHNICAL SERVICES

7.1 During the period for which the Client has a valid Cloud Subscription or Premise Software license, Comtech will provide Technical Services upon the Client’s request in accordance with this Agreement, provided that:

  1. Technical Services may be subject to additional policies and terms as specified by Comtech; and
  2. fees for Technical Services that are not included as part of a Membership will be charged at Comtech’s then-current time and material rates for Members and Non-Members, as applicable.

7.2 A Support Retainer may be required to process Technical Services Requests. Billable time spent by Comtech’s technical services team shall be deducted from such Support Retainer at the applicable rates.

7.3 Technical Services polcies and procedures are set out in Schedule “B” hereto.

8. CLIENT RESPONSIBILITIES

8.1 In addition to the Client’s other obligations under this Agreement, the Client shall be solely responsible for:

  1. protecting the security of usernames, passwords and any other codes associated with the use of Collect!
  2. maintaining appropriate anti-virus and other protective software on the devices and systems on which Collect! is installed or from which the Client or a User accesses and uses Collect!;
  3. ensuring that its Client Data is in a form requiring no manipulation on the part of Comtech to be uploaded to Collect!;
  4. ensuring it has all the necessary telephone, computer, hardware and software equipment and services necessary to install, access and run Collect!, provided that the Client may request support services for an additional fee to assist with initial set-up, data importing and customization;
  5. assessing and determining whether Collect! is suitable for the Client’s intended application, including with respect to the Client’s volume of clients, third-party programs, network settings and any other variables; and
  6. if using the Premise Software, protecting and maintaining its own backup of any and all Client Data, databases, files, utilities, software and other systems, including anything that may be accessed by Comtech support team members providing Technical Services to the Client.

8.2 The Client acknowledges and agrees that its responsibilities in section 8.1 require a certain level of knowledge and skill with respect to the use of hardware, protocols and software, which may vary depending on the Client’s intended use of Collect! If the Client has not specifically requested Comtech’s assistance (which shall be subject to additional fees) with respect to any of its setup, maintenance or Client Data responsibilities, the parties agree that the Client will be deemed to have the necessary knowledge and skill to attend to such matters.

9. TERM & TERMINATION

9.1 This Agreement is effective as of the Effective Date and continues:

  1. if the Client has a Cloud Subscription, until the cancellation or expiration of such subscription;
  2. if the Client has purchased the Premise Software, until the Client uninstalls the software from all devices from which the Client and any Users access and use such software; or
  3. in either case, unless otherwise earlier terminated as set forth herein.

9.2 The Client may terminate this Agreement in accordance with the applicable cancellation procedures set out in Schedule “A” hereto.

9.3 Comtech may terminate this Agreement immediately, without notice, in the event that the Client commits a material breach of this Agreement or at any other time upon thirty (30) days’ written notice to the Client.

9.4 Upon the termination or expiry of this Agreement for any reason, then the Client’s right to access and use Collect! and the Technical Services will automatically terminate. The Client will also be responsible for paying all unpaid fees owing up to the date of termination and any fees incurred in connection with assistance from Comtech with migrating Client Data.

9.5 The Client’s obligation to pay outstanding fees and the following sections will survive any termination or expiry of this Agreement: Sections 2.2 (Proprietary Rights) 2.4 (Restrictions), 4 (Payment), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnity), 14.4 (Force Majeure) and 14.7 (Governing Law and Venue), and all other provisions necessary to give effect thereto.

10. AUDITS & SUSPENSION

10.1 Comtech may at any time, and from time-to-time, audit and review any aspect of the Client’s, or its Users’, access to and use of Collect! to ensure compliance with this Agreement, and the Client will cooperate as reasonably required to facilitate such investigation. Failure to cooperate with Comtech’s reasonable inquiries or investigations constitute grounds for Comtech suspending the Client’s access to Collect!, as set out below.

10.2 Without limiting any of Comtech’s other available rights or remedies, if any act or omission of the Client or an User gives rise to a breach, or potential breach of this Agreement, then Comtech (acting reasonably) may immediately suspend the Client’s rights to access and use Collect! and the Technical Services, pending investigation and the implementation of a resolution satisfactory to Comtech. Comtech reserves the right to charge a reinstatement fee.

10.3 Comtech reserves the right to disconnect any site or server that it deems to present a security threat to Comtech’s, or its customers, servers or networks.

10.4 Comtech reserves the right to temporarily suspend access to Collect! for operational purposes, including but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than 2 business days’ notice prior to any such suspension that is anticipated to continue for more than 2 hours. Furthermore, Comtech shall endeavor to confine planned operational suspensions with an effort to minimize disruptions to the Client, but reserves the ability to temporarily suspend operations without notice and any time to complete necessary repairs.

11. DISCLAIMER OF WARRANTIES

11.1 THE CLIENT’S USE OF COLLECT! AND RELIANCE UPON ANY INFORMATION OBTAINED FROM COMTECH IS ENTIRELY AT THE CLIENT’S OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, COLLECT! AND RELATED DOCUMENTS AND GRAPHICS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY COMTECH, THAT COLLECT! OR THE TECHNICAL SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETE. COMTECH IS NOT RESPONSIBLE FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES.

11.2 Without limiting the foregoing, Comtech does not warrant that Collect! or related services will be compatible with the Client’s computer and/or other equipment, or that use of, or access to, Collect! or related services will be secure, uninterrupted, complete or error free. Comtech does not make any warranty as to results that may be obtained from using Collect! or related services, or that Collect! will operate in conjunction with equipment, third-party software or services that the Client may obtain outside of this Agreement.

12. LIMITATION OF LIABILITY

12.1 Comtech shall not be liable for any taxes or other fees to be paid in accordance with, or related to, the Client’s business, regardless of whether the Client uses Collect! in the operation of such business. The Client shall be solely responsible for paying or remitting all taxes and fees of any nature associated with it carrying on its own business, including but not limited in respect of any goods or services it provides to its own customers or clients.

12.2 Except as otherwise provided by this Agreement, Comtech shall not be liable for, and the Client waives the right to claim, any loss, injury, claim, liability or damage of any kind resulting in any way from the Client’s use of Collect! and related services.

12.3 THE CLIENT AGREES THAT COMTECH IS NOT, AND WILL NOT BE, LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ATTORNEY FEES, LOST REVENUES, LOST PROFITS, LOSS OF INFORMATION/DATA OR LOST OR INTERRUPTED BUSINESS, EVEN IF COMTECH HAS BEEN ADVISED OR GAINS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGE, RELATING TO THIS AGREEMENT, WHETHER MADE ON THE BASIS OF INDEMNITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT WILL COMTECH AND ITS AFFILIATES TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID TO COMTECH BY THE CLIENT WITHIN THE 12 MONTH PERIOD PRIOR TO THE DATE THAT THE SUBJECT CLAIM AROSE.

13. INDEMNITY

13.1 Comtech will defend, indemnify and hold the Client harmless against any loss, damage or cost in connection with claims, demands, suits or proceedings made or brought against the Client by a third-party alleging that (i) Collect! or the use of Collect! as contemplated hereunder, infringes the intellectual property rights of a third-party. In such case, the Client shall (i) give prompt written notice of any claim to Comtech; (ii) give Comtech full control of the defence and settlement of the claim; and (iii) provide Comtech all reasonable assistance. Comtech shall not be required to indemnify the Client in the event that a third-party claim is connected with the Client’s breach of this Agreement, including but not limited to the modification or misappropriation of Collect! or any portion of it.

13.2 The Client agrees to defend, indemnify and hold Comtech, its affiliates and their respective directors, officer, employees, agents supplies and contractors, harmless from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees and costs, which arise from or are related to (i) the Client’s use of Collect!; (ii) any breach of this Agreement by the Client, Administrator or an User; (iii) the fraud, negligence, intellectual property right infringement or wilful misconduct of the Client, Administrator or an User; and (iv) the products or services provided by the Client, its agents, employees or assigns, including but not limited to the sale of defective services or products or injury to person or property caused by same.

13.3 In the event that Comtech is required to bring an action to enforce its rights pursuant to this Agreement or is compelled to defend itself in an action which the Client’s indemnity obligation applies, Comtech shall, in addition to any other relief, be entitled to payment or reimbursement from the Client of its legal fees (including attorney fees) and other costs and expenses incurred in connection with same.

14. MISCELLANEOUS

14.1 Entire Agreement. The Agreement constitutes the entire agreement between the Client and Comtech and governs the Client’s use of Collect! and the Technical Services, superseding any prior agreements between the Client and Comtech (including, but not limited to, any prior versions of this Agreement).

14.2 Amendment. Comtech reserves the right to amend this Agreement, including any application or service provisions. In the event of material changes to the Agreement, Comtech will notify the Client by email or other reasonable means of such changes prior to their enactment. Continued use of Collect! by the Client after reasonable notice will be considered acceptance of any new terms.

14.3 Schedules. The Schedules to this Agreement and any other policies or terms referenced herein (including but not limited to Orders) are an integral part of the Agreement as if set out at length in the body of the Agreement.

14.4 Force Majeure. Neither party shall be responsible for any failure to perform, or delay in performance, of any of its obligations under this Agreement caused by unavailability of communications facilities or energy sources, acts of God, strikes, fires, floods, pandemic, strikes, riots, terrorism, war or any other cause beyond the other party’s reasonable control.

14.5 Enurement. This Agreement shall be binding upon both parties and their heirs, successors, personal representatives, and permitted assigns.

14.6 No Waiver. The failure to exercise or enforce any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

14.7 Governing Law; Dispute Resolution. This Agreement and the Client’s relationship with Comtech shall be governed exclusively by, and will be enforced, construed and interpreted exclusively in accordance with the laws applicable in the Province of British Columbia, Canada, and shall be considered to have been made and accepted in British Columbia, Canada, without regard to conflict of law provisions. Any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to any question regarding its existence, interpretation, validity, breach, termination or relationship, shall be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre (the “BCICAC”) pursuant to the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, as amended from time-to-time, and the applicable Rules of the BCICAC. The place of arbitration shall be Vancouver, British Columbia, Canada.

14.8 Assignment. Neither party may assign this Agreement and any of its rights under this Agreement to a third party without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this contract without the other party’s consent to an affiliate, surviving entity in the event of a merger or to a purchaser of substantially all of that party’s assets so long as the assignee has agreed to be bound by all of the terms of this Agreement.

14.9 Third-Party Services. The Client acknowledges and agrees that Comtech may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to operate Collect! and provide the Technical Services.

14.10 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof and such invalid or unenforceable of any other provision hereof and such invalid or unenforceable provision shall be deemed to be severed here from.

SCHEDULE "A"

Product-Specific Terms

1. COLLECT! PREMISE-BASED SOLUTION

The following terms and conditions apply only to the Premise Software:

A. Cancellation of Purchase

At any time during the first sixty (60) days from when the Client purchases the Premise Software, the Client may cancel its agreement with Comtech and receive a refund of its payment(s), less any outstanding amounts owing for Technical Services. Fees paid for Technical Services including but not limited to training, custom modifications, custom reports or specialized integration work are non-refundable.

B. Membership

Membership is included for the first year from the date that a Client purchases the Premise Software, after which the Client must purchase a separate Membership if it wishes to maintain a Membership. Each separately-purchased Membership shall be for a term of one (1) year (unless otherwise provided in the Client’s Order). Membership is not automatically renewed, however that Comtech will send a renewal notice to the Client thirty (30) days before the end of each Membership term.

2. COLLECT! CLOUD-BASED SOLUTION

The following terms and conditions apply only to Cloud Subscriptions:

A. Cancellation of Subscription

Each Cloud Subscription has a term of one to three (1-3) years. A Client may not cancel its Cloud Subscription during the first ninety (90) days from the date of purchase. After the expiry of such ninety (90) day period, the Client may cancel its Cloud Subscription by paying a cancellation fee equal to $25.00, plus applicable taxes, for each month remaining in the one to three (1-3) year term. The term of the Client’s Cloud Subscription will be set out in each initial Order.

Cancellation of a Cloud- Subscription requires thirty (30) days’ written notice to Comtech and full payment for all Technical Services provided prior to such cancellation.

B. Renewal of Subscription

Cloud Subscriptions will automatically renew at the end of the term on a month-to-month basis and be charged at Comtech’s then market rates. Notwithstanding the foregoing, before the end of the initial term of a Cloud Subscription, the Client may instead elect to renew its subscription for a further one (1) year term, in which case the renewal price shall be set at the market rates at the time of such renewal.

C. Membership

Membership is included for the duration of any active Cloud Subscription.

D. HOSTED ENVIRONMENT & SERVER REQUIREMENTS

The Client acknowledges and agrees that:

  • Comtech uses third party suppliers and hosting partners to provide the necessary hardware, software, networking, storage and related technology for operating Collect! Cloud-Based Solution software and platform;
  • storage use and price on the hosted server can be re-evaluated at Comtech’s discretion. If the Client is affected by such changes, it will be notified no less than thirty (30) days in advance by Comtech;
  • Comtech makes no guarantee or warrantee of available end-to-end bandwidth and all up-time and access will be contingent upon the Client’s ISP;
  • Comtech is under no obligation to compensate the Client for downtime, whether the downtime is caused by Client, Comtech, or Comtech’s upstream providers;
  • Comtech may alter the hosting server packages advertised on its website at its discretion;
  • Comtech is not under any obligation to provide any labour or technical assistance, including but not limited to hardware upgrades or re-installing the Client’s operating system, whether or not there has been a pricing or service package change, unless requested by the Client as a Technical Service, in which case additional fees will apply;
  • though the Client is solely responsible for the security of its network, hardware, operating system and data, Comtech may take any steps it deems necessary to protect the security of the Client’s server, and may notify the Client of the need for applying security patches, though it is under no obligation to do so; and
  • Comtech reserves the right to take any action upon hosted environments it deems necessary at any time to protect the security and integrity of Collect! Cloud-Based Solution and any related systems, servers or networks that may be affected.
  • Comtech requires scheduled nightly downtime for system backup and maintenance.

SCHEDULE "B"

Technical Services

1. SUPPORT HOURS

STANDARD HOURS: Our regular hours for providing Technical Services are 8:00 to 16:00 in the timezone of the Client.

EXTENDED HOURS: Technical Services are available to Members requiring emergency assistance during evenings, weekends and on holidays (other than Christmas).

2. BILLING & FEES

We will provide an estimate of Technical Service charges prior to any services being delivered and may require a Support Retainer.

  • We provide different rates for Technical Services based on whether the Client is a Collect! Member or a non-Member.
  • Subject to any Promotional Services Pool provided to a Client, Comtech will record a fifteen (15) minute minimum charge per Technical Service Request during our regular support hours.
  • Emergency support provided in response to a Technical Service Request made during our extended hours is billed at a higher rate (2:1 to our rates during regular support hours) with a minimum thirty (30) minute charge.
  • When your Technical Service Request is closed, the number of minutes that were actively spent solving your problem will be indicated on your invoice.
  • Invoices are generated after the Technical Services are provided to the Client.

3. CONTACTING THE TECHNICAL SERVICES TEAM

Collect! Members are provided priority.

We need:

  • your name and your corporate or business name, as applicable;
  • your version of Collect! (Use “Help” > “About” to find);
  • all relevant information concerning the request or problem, including the exact wording of any error messages;
  • and the Support Ticket Classification (see below for definitions).

Members can contact us using the following methods:

  • Via our Online Member Resource Centre. For fastest response and for emergency after hours support, Members should submit their Support Ticket online through Comtech’s Member Centre. This can be done by selecting the “Support Portal”, and then the “Submit Tickets” button. Provide a descriptive subject line, a detailed description of your problem and the Support Ticket Classification. These inquiries are handled first by our team. You will receive an automated response with a case tracking number within a few minutes, and a Technical Support Technician will contact you shortly thereafter. The status of your Ticket(s) can be viewed online: see “Tracking Your Support Tickets” below for details.
  • Via Email to support@collect.org. Please provide a clear description of your issue or request. Please use a descriptive subject line and state the Support Ticket Classification level. You will receive an automated response with a case tracking number within a few minutes.
  • Via Telephone. If calling from North America, you can reach us at 250-391-0466. If you are in Australia/New Zealand/Asia you can use the direct line at +61 7 5630 6517. If a technician is not available, please leave a message and your call will be returned, and we will schedule a time for a Technician to discuss your issue. Please do not call if you have already submitted a support request, as duplicate cases slow our response.

4. SUPPORT TICKET CLASSIFICATIONS

Telling us how urgent your need is will assist us with providing you with an estimate of charges for the Services.

  • Critical. Collect! software is inaccessible and outage causing major impact to critical business operations.
  • High. Client is experiencing problem which, if not addressed immediately, may cause additional operational problems.
  • Medium. Client is experiencing noticeable problems but can still perform most operations.
  • Low. Client requires information, installation or configuration assistance, or deferred maintenance. Operations otherwise unaffected. This category also covers custom work and training.

5. TIMELINES FOR SUPPORT CASE RESOLUTION

While many issues are resolved quickly, some may take several hours to several days to resolve depending on complexity, scope, staffing and availability of information. Whenever possible, Technical Support team members will work with you to schedule work events at the most convenient times possible. If you have a specific deadline on a project requiring Technical Services, please identify this date to us as quickly as possible. Comtech does not guarantee any response or resolution times.

6. TRACKING YOUR SUPPORT TICKETS

The status and progress of your Support Tickets can be viewed by logging into the Member Center, clicking the “Support Portal”, and the “View Tickets” button. You may view “Opened” and recently “Closed” Support Tickets, read the details about the issue, track interactions and correspondence, review Technical Support Staff comments and add your own comments (“Post Reply”), and view the Support Ticket’s current status.

7. REMOTE ASSISTANCE

With your permission, our Technical Support technician can access your Collect! installation directly. This requires a small software utility to be downloaded and installed. Your technical support technician will let you know if this is an appropriate option to address your issue.

8. SUPPORTED VERSIONS

To make use of the latest features of Collect!, Premise-Based Solution, Clients are encouraged to upgrade and update to the latest major and minor versions of Collect!. Currently Collect! versions lower than 11.0 are no longer supported, and support staff training is only available for later versions.

9. CUSTOM TOOLS

Collect! users can engage Comtech technicians for custom reports, import maps, automations, data exchanges, integration implementations and other technical services by opening a support ticket and providing initial information on their custom project.

10. DATABASE UPLOADS

In the event that our technicians require a backup version of your database for troubleshooting, a secure method of transport will be provided. “Comtech and any third party service-providers and hosting partners it utilizes to provide Technical Service shall hold all Client Data in strict confidence and shall not use or disclose such Client Data except (a) as required to perform their obligations under this Agreement, as required by law or with the Client’s consent.

11. RIGHT TO LIMIT TECHNICAL SERVICES

Comtech reserves the right to divide complex service requests into multiple tickets, and limit service provision to what would be considered reasonable for this industry.’

12. TECHNICAL SUPPORT TIERS

Technical Services are categorized and escalated according to the following hierarchy.

Tier 1 Support

Tier 1 provides intake for all service requests, answers to application questions, basic troubleshooting, and referral to Member Center resources or specific Help documentation. Tier 1 support is available for free to all Collect! members. Tier 1 questions most commonly deal with the following:

  • Sign on / sign off
  • Working a WIP list
  • Creating operators
  • Printing reports
  • Importing data using existing import maps
  • Providing links to articles in the online Help Documentation
  • Other general application questions

Tier 1 support tickets will be escalated to Tier 2 tickets if the issue is too complex for the technician to provide a definitive solution or otherwise resolve within 15 minutes, or involves a Comtech technician making a change to the Client’s Collect! Application.

Tier 2 Support

Tier 2 provides technical support for support issues that are moderately complex, take longer than 15 minutes to resolve, involve project work or involves a Comtech technician making a change to the Client’s Collect! Application. Tier 2 commonly involves the following:

  • Customization to the existing Collect! software installation
  • Additional training
  • Building reports and letters
  • Building import/export maps
  • Building contact management scenarios
  • Building automation scenarios
  • Implementing integration modules

Tier 2 work requires a prepaid Project Work Order if estimated time is over 2 hours.

Tier 2 support tickets will be escalated to Tier 3 tickets if the technician is unable to resolve the ticket.

Tier 3 Support

Tier 3 provides the highest level of technical support for system and inter-system issues and projects. Tier 3 commonly involves the following:

  • Database maintenance automation
  • IT systems management and backups
  • Developing integration modules
  • Database access via ODBC/JDBC
  • Interfaces to reporting tools
  • Custom development to the core software

New Project Work Orders will be produced for additional projects that spin off of original work orders or for change requests to existing projects.

Tier 3 work requires a prepaid Project Work Order.

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