Terms of Service Agreement

Marcato Digital Solutions Inc. is in the business of development, supply and operation of products and services related to web-based software development; and WHEREAS, this Agreement contains Marcato Digital Solutions Inc. terms of engagement;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1. SERVICES PROVIDED

Marcato Digital Solutions Inc. will provide services to the customer according to the subscription order form.

2. PAYMENT OPTIONS and BILLING ARRANGEMENT

Payment options and billing arrangements outlined in the Subscription order form.

3. GRANT AND SCOPE of this AGREEMENT

In consideration of the Customer agreeing, through the use of the software, to abide by the terms of this service agreement, Marcato Digital Solutions Inc. hereby grants to you a non-exclusive, non-transferable use of this software on the terms of this agreement.

4. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that all intellectual property rights in the software throughout the world belong to Marcato Digital Solutions Inc., and that the Customer has no rights in, or to, the software other than the right to use the software in accordance with the terms of this agreement.

5. NON-PAYMENT

If the Customer does not pay an invoice sent by Marcato Digital Solutions Inc. or fails to comply with a request for payment within 30 days after the invoice is sent or the request is made; upon notification to the Customer, Marcato Digital Solutions Inc. may immediately limit access to the Customer’s account until a payment arrangement has been made to bring the account to balance. Please note that an interest rate of 3% will be charged on any payment over its due date of 30 days. This interest will accrue.

6. TERMINATION BY CUSTOMER

The Customer may terminate this agreement if Marcato Digital Solutions Inc. fails to reasonably provide the software, modules and support as outlined in this agreement.

7. TERMINATION BY Marcato Digital Solutions Inc.

Marcato Digital Solutions Inc. may terminate this agreement and stop providing service to the Customer if the Customer does not comply with this Agreement.

8. RIGHTS ON TERMINATION

Upon termination of the Agreement for any reason:

(a)  All rights granted to the Customer under this agreement shall cease;

(b)  The Customer must cease all activities authorized by this agreement

9. CUSTOMER INFORMATION (Data)

Ownership

All information entered into the Marcato Festival web-based software will be considered the property of the Customer. MARCATO DIGITAL SOLUTIONS INC. will not access or use data entered into the Marcato Festival software application for any other purpose than those expressed in this agreement.

Security

Marcato Digital Solutions Inc. will make every reasonable effort to store, protect and back up the Information (Data) entered into the Marcato Festival application by the representatives of the Customer. This information will be retained throughout your subscription. If you choose to terminate your subscription your data will be kept for one year at which point it will be destroyed. Neither Marcato nor its affiliates will make any unauthorized use of the Data or disclose, in whole or in part, any part of the Data to any individual or entity, except to those of Marcato’s employees or consultants who require access and agree to comply with the use and nondisclosure restrictions applicable to the Data under this Agreement.

The Customer will make every reasonable effort to protect its own account information (usernames and passwords) from misuse by company staff. The Customer will not collect or store credit card or banking information in their account. The Customer will also make reasonable effort to ensure that account information does not fall into the hands of individuals with intent to harm either the Customer or Marcato Digital Solutions Inc.

The Privacy Policy of Marcato Digital Solutions Inc., as amended from time to time, is hereby incorporated into, and forms part of this Agreement.

10.  TERM

The term of each subscription shall be as specified in the Subscription Order Form. Except as otherwise specified in the Subscription Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless Marcato Digital Solutions have given the Customer written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

11. CHANGES TO TERMS OF SERVICE AND USAGE

Marcato Digital Solutions Inc. will provide the Customer with 60 days notice of any changes to the Terms of Service.

12. INTEGRATION WITH NON-MARCATO APPLICATIONS

The Services may contain features designed to interoperate with Non-Marcato Applications. To use such features, The Customer may be required to obtain access to Non-Marcato Applications from their providers, and may be required to grant Marcato Digital Solutions access to the Customer account(s) on the Non-Marcato Applications. If the provider of a Non-Marcato Application ceases to make the Non-Marcato Application available for interoperation with the corresponding service features on reasonable terms, Marcato Digital Solutions may cease providing those Service features without entitling the Customer to any refund, credit, or other compensation.

13. LIMITATION OF LIABILITY

Marcato Digital Solutions Inc. shall not be liable for lost profits, loss of goodwill, or any special, indirect, consequential or incidental damages, however caused and on any theory of liability, arising in any way out of this agreement. Subject to this article 13, the total liability of Marcato Digital Solutions Inc. in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the subscription fee.

14FORCE MAJEURE

Marcato Digital Solutions Inc. reserves the right to defer the date of delivery or to cancel the contract if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Marcato Digital Solutions Inc. including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays effecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to Marcato Digital Solutions Inc. to terminate the Agreement.

Appendix A – Customer Support & Custom Development

How to Reach Marcato Support

The fastest and most reliable way to reach our support team with questions, suggestions and bug reports is through the Support Board located in the main menu of your Marcato account. When you use the Support Board you receive immediate confirmation that your message has been posted to the tool our support team uses to track issues and requests. Once you post your initial question you can also make follow-up comments and attach files related to your request. If you are unable to access your account or someone who does not have a Marcato account needs to contact us (i.e. your Web Developer with questions about working with Marcato Festival XML Feeds) you may also email support@marcatodigital.com.

Comprehensive Training Package

The Marcato support package includes 20 hours of personalized training throughout your subscription. (Note: we have a 1 hour per day training limit). All training sessions will be recorded and made available to serve as a refresher, assist with training future staff, and to create your own Marcato knowledge base. You will also have unlimited access to the support board for any questions you might have, as well as unlimited access to the training articles and videos available in the knowledge base.

Custom Reports

A custom report can be built if the information required is not available for export in either the formatted reports page or in the report builder section. Two weeks notice is required for any custom report requests, or rush fees may apply.

Standard & Plus accounts can request up to five (5) custom reports per year. Enterprise accounts can request up to ten (10) custom reports per year. Additional custom reports beyond what is included in your software subscription can be added, but they will be subject to custom development fees at $100/hr.

Note: Cosmetic changes to reports are not included in the free custom reports. This includes adding logos into reports, changing text colour, text format, column widths, etc. Anything our support team considers cosmetic will be quoted based on the estimated number of hours it will take to complete. 

Hours of Support and Target Response Times

Our core hours of support are Monday to Friday, 8am to 5pm Canadian Eastern Time, excluding Canadian holidays. During this time our support team works to provide all our clients with prompt and effective technical support and success coaching for our Marcato Festival and Marcato Musician platforms. We aim to review all requests posted on the Support Board within one working day, though we often are able to reply faster and outside our core hours of support. If you require a different level of support service, please contact your account manager to discuss how we can meet your needs.

Custom Development Services

In addition to technical support and success coaching we offer customization and custom development services including advanced intake form customization, custom data reporting and custom module development. While core feature updates and bug fixes are included in the cost of your subscription, other development services are charged on a per hour basis, typically with a minimum one hour charge. “Bug fixes” are updates to ensure all core Marcato features work as expected but do not include altering or ‘tweaking’ the intended functionality to meet a specific need or request. We do encourage clients to post feature requests and solutions they would like to see become part of Marcato on the Support Board and we regularly review these requests and incorporate them into our development plans for the platform. If there are features or modifications you would like to see that are unique to your needs or that must happen on a specific timeline, contact your account manager to find out if a custom development project is right for you.

More About Custom Development

When a request falls outside of the services included in your subscription, we often provide clients with our best estimate on the number of development hours required for our team to complete your custom development project. These are estimates that ALWAYS need to be adjusted if the requirements of your project change. Any custom development projects, including intake form customization, typically cannot be scheduled for completion less than 10 working days from the day the requirements are agreed upon between the client and our team. We encourage all our clients to plan ahead and contact us well in advance of any deadlines you may need us to meet to avoid delay’s in your event’s production timeline. We will always do our very best to meet your needs by offering these custom services as quickly and cost effectively as we can without affecting our ability to deliver the core Marcato platform to all clients.

If you have any questions about our support policies, custom development and rush projects or would like to leave feedback on your experience with our support team, please contact your account manager

 

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