Case IQ Subscription Services Agreement

1. Definitions

"Authorized Users" means individuals who are authorized by Customer to use the Products and who have been supplied user identifications and passwords by Customer (or by Case IQ at Customer’s request). Authorized Users may include Customer’s employees, consultants, contractors, and agents.
"Case IQ" means Customer Expressions Corporation d/b/a Case IQ, a British Columbia corporation.
"Case Management Services” means the case management services more specifically described as such in the applicable Order.
"Customer" means the entity identified as such in the applicable Order.
"Customer Data” means any and all data uploaded, created or otherwise provided by Customer for use with the Products.
“Documentation” means any explanatory materials, such as user manuals, training manuals, specifications regarding the implementation and use of the Products (electronic or written) that is provided by Case IQ regarding the Products, as may be updated from time to time.
“Effective Date" means the date of last signature of the applicable Order.
“Fees” has the meaning assigned in Section 5.1.
"Hotline Services” means hotline communication services more specifically described in the applicable Order.
“Initial Term” has the meaning assigned in Section 6.1.
"Order" means any mutually agreed document referencing this Agreement that defines the specific Products licensed by Customer pursuant to this Agreement.
“Products” means, collectively, the Case Management Services and the Hotline Services.
"Professional Services" means the consulting, development, implementation, training, and other services described in the Statement of Work attached as Exhibit A (the "SOW"), which is incorporated into and made part of this Agreement. The SOW applies only to the extent Customer has purchased the corresponding Product as indicated in the applicable Order.
“Renewal Term” has the meaning assigned in Section 6.1.
“Term” means the Initial Term and each Renewal Term, collectively.

‍2. Grant of Access & Use

Case IQ hereby grants Customer a limited right to access and to use the Products solely for Customer’s use case outlined in the applicable Order and subject to the limitations set forth therein. Customer is responsible for the telecommunications, broadband and computer equipment and services needed to access and use Products; provided, however, Case IQ will provide and maintain the requisite telephony resources as outlined in each Order (“Telephony”) as necessary to provide the Hotline Services. Case IQ will provide the support in accordance with the Support Policy during the Term.
Customer will not (i) alter, modify, or adapt the Products or Documentation, in whole or in part, in any way; (ii) disassemble, decompile, reverse engineer, translate or create derivative works of the Products or Documentation; (iii) transfer, distribute, rent, sub-license, or lease the Products or the Documentation; (iv) remove, alter or obscure any product identification, copyright or proprietary notices from the Products or Documentation; (v) except to the extent contemplated by use of the Products, upload or provide any information or materials that are defamatory, offensive, abusive, obscene, of menacing character, or that violate any third party’s privacy or intellectual property rights; (vi) use the Products to threaten, defame, bully, harass, or harm persons or their property; (vii) send, store or distribute viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs with the intent or effect of damaging, destroying, disrupting, monitoring or otherwise impairing Case IQ’s or any third party’s network, computer system, or other equipment, or any third party data contained therein; or (viii) access the Products or use the Documentation in order to build a similar or competitive product. Customer acknowledges and agrees that the Hotline Services are not designed, intended, authorized or warranted to be suitable for hosting life-support or EMT-based applications or other critical applications where the failure or potential failure of the Products may cause injury, harm, death, or other grave problems, including delays in getting medical care or other emergency services.
Customer is responsible for all activity within the Customer’s account including content created by Customer, published and/or communicated when using the Products as well as the consequences of any such content or communication, whether or not actually or expressly authorized by Customer. Except to the extent caused by Case IQ’s breach of this Agreement, Case IQ is not responsible for unauthorized access to Customer’s account. Customer shall contact Case IQ promptly if Customer reasonably believes that its account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of account information.

‍3. Retained Rights

Except for the rights granted to Customer pursuant to this Agreement, all right, title and interest (including all intellectual property rights) in and to the Products and the Documentation, and any all improvements, modifications and enhancements thereto (“Enhancements”) shall remain vested in Case IQ.
Except for the rights granted to Case IQ pursuant to this Agreement, all right, title and interest (including all intellectual property rights) in and to Customer Data shall remain vested in Customer.
De-Identified Data and Feedback. Customer grants Case IQ a non-exclusive, royalty-free license to use de-identified data derived from Customer's use of the Products for any lawful business purpose, including the creation of industry benchmarks, key performance indicators, and statistical analyses for distribution to Case IQ's customers and prospects. "De-identified" means data that cannot reasonably be used to identify Customer or any individual. Customer further agrees that Case IQ may use any suggestions, enhancement requests, or other recommendations provided by Customer ("Feedback") without compensation or duty of accounting, provided such Feedback does not identify Customer or Customer Data.
Case IQ may modify, adapt or change the Products, any of their features, user interface and design thereof, or to the extent and availability of the content of the Products and any other aspect related thereto, in each case, through updates and upgrades, provided that Case IQ will not materially decrease the overall functionality of the Products during the Term of any then current Order Form. Case IQ will notify Customer at the same time and in the same manner as Case IQ notifies its customers generally about substantial changes in the Products; provided, however, any and all portions of the Hotline Services that relate to provisioning, availability, and access to toll free or international phone services are subject to change without notice as the parties acknowledge that the toll free lines or international phone numbers associated to the Hotline Services are subject to various local regulatory and infrastructure related considerations that are beyond the control of Case IQ.

‍4. Warranties

Case IQ warrants that during the Term (i) the Products will perform materially in accordance with the Documentation and the requirements of the applicable Order, and the functionality of the Products will not be materially decreased; (ii) the Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards and practices and the requirements of the applicable Order; and (ii) the Products and Professional Services will be provided in accordance with applicable law. In the event of any breach of the foregoing warranty in subsection (i), Case IQ will use commercially reasonable efforts to correct the reported non-conformity and/or breach, at no charge to Customer, or if Case IQ is unable to do so within a reasonable period, not to exceed thirty (30) days, Customer may terminate the applicable Order, and Customer will receive a pro-rata refund of any unearned Fees (less costs that Case IQ will not recoup), based on the date Customer reported the non-conformance, that Customer has pre-paid for the Products. In the event of any breach of the foregoing warranty in subsection (ii), Case IQ will re-perform the affected Professional Services at no charge to Customer so long as Customer reports such breach within sixty (60) days after delivery of the affected Professional Service.
Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND DOCUMENTATION ARE PROVIDED AS IS, WITHOUT WARRANTY OF ANY KIND. ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

5. Billing, Payment Terms & Taxes

The fees payable for the Products and/or Professional Services are set out in the applicable Order (the “Fees”).
Case IQ will invoice Customer upon execution of the applicable Order and on each anniversary of the applicable Order during the Term. Payment is due within thirty (30) days from the date of the applicable invoice unless otherwise set forth in the applicable Order. Customer may withhold payment of amounts disputed in good faith so long as Customer notifies Case IQ of the dispute prior to the applicable payment due date and provides supporting documentation.
During the Initial Term, on each anniversary of the Order Effective Date, the Fees set forth in said Order will be adjusted based on the prior twelve (12)-month change in the Consumer Price Index for All Urban Consumers, as published by the U.S. Bureau of Labor Statistics. Case IQ will notify the Customer of Fees payable during any Renewal Term at least forty-five (45) days prior to the commencement of any Renewal Term. Notwithstanding the foregoing, Case IQ reserves the right to modify the Fees payable for dedicated line costs (as set forth in the applicable Order as part of the Hotline Services) in the event the actual cost of such dedicated phone lines change; provided, however, any such increases will be a pass through of the actual cost incurred by Case IQ for such dedicated line(s) and Case IQ will notify Customer of all such increases as soon as it learns of the same.
All Fees are exclusive of taxes. Customer is responsible for paying all present and future applicable taxes of any nature including but not limited to sales, goods and services taxes and/or value added taxes payable by reason of this Agreement except for taxes on Case IQ's income, assets or capital, irrespective of which party is responsible for reporting and/or collecting such taxes.
If any undisputed amount owed hereunder is more than thirty (30) days past due, Case IQ may impose a late payment fee not exceeding the lesser of 1% per month and the maximum amount permitted by law on the undisputed amount past due.

‍6. Term & Renewal

Access to the Products will be provided beginning on the effective date of the applicable Order (the “Order Effective Date”) and continuing for the initial term identified on the applicable Order (the “Initial Term”) unless earlier terminated in accordance with this Agreement. Unless otherwise stated on the applicable Order, the term of each Order will automatically renew for subsequent 12-month periods (each, a “Renewal Term”), unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the start of a Renewal Term.

7. Data Protection

Case IQ will implement and maintain administrative, physical, and technical safeguards designed to ensure that the Products meet then-current industry standards and applicable laws relating to the privacy, security, confidentiality, integrity, and availability of Customer Data, including by maintaining a written information security program that includes applicable policies, procedures, training, and technology controls designed to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction. Case IQ will only use and/or process Customer Data in accordance with this Agreement and for purposes of providing the Services.
Case IQ will promptly (and in any event within forty-eight (48) hours) notify Customer in the event of the occurrence of any unauthorized, unlawful, and/or unintended processing, access, disclosure, exposure, alteration, loss, or destruction to Customer Data (a “Data Privacy Breach”). Case IQ will provide as many details as known at that time (and regularly update Customer thereafter in writing or by email followed by a written notification) setting out in reasonable detail, without limitation, the nature of the information compromised, threatened, processed, accessed, disclosed, exposed, altered, lost, or destroyed (or potentially compromised, threatened, processed, accessed, disclosed, exposed, altered, lost, or destroyed), and of all events which may adversely affect Case IQ’s ability to provide the Products in accordance with this Agreement. Case IQ further agrees to provide reasonable assistance and cooperation requested by Customer in the furtherance of any correction, remediation, or investigation of any Data Privacy Breach.

‍8. Indemnification

Exclusive Remedy. Case IQ shall have no obligation under Section 8.1(c) for any Claim to the extent arising out of or is based upon: (i) Customer’s use of the Products not in compliance with this Agreement or the Documentation; (ii) Customer’s combination of the Products with software, hardware, system, data, or other materials not supplied or authorized by Case IQ (unless expressly permitted by the Documentation) without Case IQ’s prior written authorization; (iii) Case IQ’s adherence to Customer’s written specifications or written instructions pursuant to a separate SOW; or (iv) claims that the Customer Data infringes on any third party’s intellectual property or privacy rights. In the event an infringement or misappropriation claim involving the Products (or either of them) is brought or threatened, or is likely to be brought or threatened in Case IQ’s reasonable opinion, Case IQ will, at its sole option and expense: (x) procure for Customer the right to continue to use the affected Product(s), (y) modify the affected Product(s) in a manner that does not materially degrade the functionality of the affected Product(s) , or (z) terminate the Order with respect to the affected Product(s) and, with respect to such termination, refund the unearned portion of the applicable pre-paid Fees (less costs that Case IQ will not recoup). Notwithstanding anything else herein, the foregoing indemnification obligations are Case IQ’s only obligations and liability, and Customer’s exclusive remedy, in respect of any infringement or misappropriation claim.
Mutual Indemnification. Each party ("Indemnifying Party") will defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents ("Indemnified Party") from and against all third-party claims, causes of action, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to: (a) the Indemnifying Party's gross negligence or willful misconduct; (b) the Indemnifying Party's violation of applicable law in connection with this Agreement; or (c) any claim that materials provided by the Indemnifying Party infringe or misappropriate a third party's intellectual property rights. For clarity, Case IQ's indemnification under subsection (c) applies to the Case Management Services and Hotline Services as provided, and Customer's indemnification under subsection (c) applies to Customer Data.
Process. The party seeking indemnification hereunder shall provide the other party with: (i) prompt written notice of any claim for which indemnification is sought; (ii) complete control of the defense and settlement of such claim; and (iii) reasonable assistance and cooperation in such defense at the indemnifying party’s expense. The indemnified party shall have the right to participate in any proceedings in such manner as it may deem appropriate at its own cost and expense. Notwithstanding the foregoing, the indemnifying party may not enter into a settlement of a claim that involves a remedy other than the payment of money by the indemnified party (which amounts must be subject to indemnification by the indemnifying party) without the indemnified party’s written consent.

‍9. Confidentiality

Both the Customer and Case IQ acknowledge that by reason of their relationship, they may have access to certain information and materials related to each other’s business, plans, customers, employees, policies, software technology, and marketing strategies that is confidential and of substantial value (“Confidential Information”), which value would be impaired if such information were disclosed to third parties. Both the Customer and Case IQ agree that they will not use in any way (other than in furtherance of or as permitted by this Agreement) neither for their own account nor for the account of any third party, nor disclose to any third party, any such Confidential Information revealed to them by the other as such, without express written permission from the other.
“Confidential Information” does not include information that: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party or its representatives; or (iv) is independently developed by the receiving party. Customer Data is expressly deemed the sole Confidential Information of Customer.
The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or as required by law, provided, that, if legally permissible, it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure. If the disclosing party is not successful in precluding the requesting legal body from requiring disclosure of the Confidential Information, the receiving party shall furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded with the Confidential Information.

‍10. Termination & Suspension

A party may terminate this Agreement and/or any then current Order for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) upon notice to the other party of a material breach that is not subject to cure or such longer period as may be mutually agreed in writing. If this Agreement or any Order is terminated by Case IQ under this Section 10.1, Customer will also pay all amounts to become due and owing under the applicable Order; and if this Agreement or any Order is terminated by Customer under this Section 10.1, Case IQ will refund the unearned portion of any prepaid Fees (less costs that Case IQ will not recoup).
Case IQ reserves the right to suspend access to the Products if (a) Customer has undisputed amounts unpaid by the applicable due date and which remain unpaid more than ten (10) days after receiving notice of past due payment from Case IQ; (b) Case IQ reasonably determines that Customer or any its Authorized Users are in material breach of this Agreement; or (c) Case IQ reasonably determines that Customer or any its Authorized Users are using the Products in a way that creates a security vulnerability, may disrupt others’ use of the Products, or have misappropriated or infringed Case IQ’s or another third-party’s intellectual property or proprietary rights. Case IQ will only suspend access to the extent, and for the duration, necessary to address the violation and will promptly restore access once the issue has been resolved.
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return or destroy all Confidential Information of the other party, as set forth above; and (c) upon request within thirty (30) days after termination of the applicable Order (the “Data Retention Period”), Case IQ will provide the Customer Data to Customer in a commonly used format. Case IQ has no obligation to retain Customer Data after expiration of the Data Retention Period. In addition, Case IQ will provide other data export services subject to mutual agreement of the parties.
The following sections survive termination of this Agreement for any reason: Section 3 (Retained Rights), Section 5 (Billing, Payment Terms & Taxes), Section 7 (Data Protection), Section 8 (Indemnification), Section 9 (Confidentiality), this Section 10, Section 11 (Limitation of Liability), and Section 13 (General Provisions).

‍11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON OR ENTITY FOR (I) ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE, HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE PRODUCTS OR THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) DIRECT DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM RESULTING IN SUCH DAMAGES AROSE. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, OR CUSTOMER’S FAILURE TO REMIT ALL FEES PROPERLY DUE AND OWING TO CASE IQ.

‍12. Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including, without limitation, labour disputes, fires or other casualties, weather or natural disasters, damage to facilities, or the conduct of third parties beyond the reasonable control of a party ("Force Majeure"). In the event such failure or delay exceeds a consecutive period of two (2) months, either party may terminate this Agreement by written notice to the other.

‍13. General Provisions

This Agreement, all Orders and the parties' respective rights, remedies and obligations hereunder and thereunder will be governed, construed, and enforced in accordance with the laws of Canada and the province of Ontario, without giving effect to its choice of law rules. Each party irrevocably and unconditionally waives any right to trial by jury in the resolution of any dispute or claim arising out of or relating to this Agreement, any Order, or the transactions contemplated hereby or thereby.
If for any reason a court of competent jurisdiction finds any provision of this Agreement to be invalid, illegal, or unenforceable, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
This Agreement, the Order(s), and any exhibits or schedules attached to or incorporated by reference into this Agreement or any Order, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Agreement takes precedence over any conflicting terms in any Order or any Customer-provided purchase or procurement documentation, such as a purchase order, acknowledgement form, or other similar documentation and any pre-printed terms and conditions on or attached to Customer’s purchase orders or invoices will be of no force or effect.
Neither party may assign this Agreement or any Order without the prior written consent of the other party, except to an Affiliate or an entity that acquires all or substantially all of its stock, business or assets, whether through merger, consolidation, reorganization or otherwise. Any assignment in violation of the foregoing shall be void and of no effect.
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver of any provision of this Agreement will be effective only if in writing and signed by the party granting the waiver.
Notices shall be in writing and delivered by personal delivery, by email (with transmission confirmation), by a recognized overnight courier service or by first class mail (postage prepaid) and be addressed to the parties at the address set forth in the preamble.
All additions or modifications to this Agreement must be made in writing and must be signed by both parties.
The relationship of the parties is that of independent contractors and not that of employee, agent, joint venture, or partner.
If either party engages attorneys to enforce any rights out of or relating to this Agreement, the prevailing party in any action to enforce or interpret this Agreement shall be entitled to recover any and all costs and expenses of any nature including, attorneys’ and experts’ fees and costs. Customer shall be responsible for any collection fees incurred by Case IQ in collecting Fees.

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Exhibit A Statement of Work

This Statement of Work ("SOW") is incorporated into and made part of the Case IQ Subscription Services Agreement (the "Agreement"). This SOW describes the Professional Services and implementation scope for the Products. The specific Products purchased by Customer are identified in Part 1 of the applicable Order. The sections below apply only to the extent Customer has purchased the corresponding Product as indicated in the Order.

Capitalized terms used but not defined herein have the meanings assigned in the Agreement.

‍Case Management Services IntegrityCounts

This section applies if Customer has purchased Case Management Services as indicated in Part 1 the applicable Order.

The IntegrityCounts case management solution will be provided as an off-the-shelf tool to capture case data, workflow, access, and reporting needs of Customer through standard product features and functionality of the IntegrityCounts case management services. Any changes to the demonstrated application or for services outside of the scope of this SOW, will be provided subject to a mutually agreed change order. Please see the client resources link for further details on the application functionality.

Scope

Case IQ will:

Configure the IntegrityCounts Case Management Services as set forth above.
Host the IntegrityCounts Case Management Services and provide access to Customer’s Authorized Users.
Provide an initial training session and/or training resources for the application.

The Customer will use the IntegrityCounts Case Management Services to:

Record cases and all associated case data.
Allow Authorized Users to view and submit cases and associated data.
Report on and communicate case data.
Update the Application Configuration based on the standard functionality of the IntegrityCounts system for the Customer as it relates to data capture, workflow, access, and reporting.

Configuration Tasks

The following tasks will be completed by Customer and Case IQ to configure the IntegrityCounts case management services in accordance with Customer’s data capture through standard IntegrityCounts features and functionality.

‍Fields and Forms Requirements

Customer and Case IQ will configure the data input options, including:

IntegrityCounts will be provided with standard fields to collect different types of data or adjust the data collected. Picklist values can be updated with the support of the IntegrityCounts customer success team.

Two-Way Portal Requirements

The IntegrityCounts two-way portal allows non-users (i.e., individuals who are not Authorized Users) to submit new cases into IntegrityCounts. To submit a case, the non-user will navigate to the dedicated portal URL provided by Case IQ. The case submitter will also receive credentials that shall permit them to login, view their case, and maintain ongoing communication with Customer.

Milestones for this configuration task shall include:

Two-way portal is enabled by Case IQ to permit non-users to submit cases into IntegrityCounts.
Fields will be provided based on industry best practices to capture initial case submission details.
Web portal reporting in all languages available in IntegrityCounts.

‍User Roles Requirements

Case IQ will add user roles into IntegrityCounts based on the 4 role types: (Manager, Investigator, Backup Manager, and Analyst. A user role defines (i) the actions that an individual can complete and (ii) the information they can access in IntegrityCounts with their user account.

IntegrityCounts contains a hierarchy structure of permissions to grant and revoke access by user role. The permissions structure will be documented for each user role, including:

Manager: View cases, audit cases, assign case investigators, receive new case notifications, receive case message notifications, can view all cases for their company, access to insights.
Investigator: Audit cases, can be assigned to review a case, view and action cases assigned to them, receive case message notifications
Backup Manager: View cases, audit cases, assign case investigators, receive new notifications (if manager is implicated), receives case manager notifications (if manager is implicated), access to insights
Analyst: Does not have access to view reported cases, has access to insights.

‍Reporting Requirements

IntegrityCounts includes an analytics platform, for reporting, where users can dive deeper into their case data. Case IQ shall provide the customer with standard application reporting, available out of the box.

Training

Case IQ’s training program is designed to ensure the success and full utilization of IntegrityCounts by each customer. Case IQ’s training details are as listed below:

Access to e-training video library for reference materials on IntegrityCounts;
Web conference training with trainer available for an additional fee of $187.50/hour.

Custom Landing Page

This section applies if Customer has purchased the Custom Landing Page as indicated in Part 1 the applicable Order.

Case IQ will provide the Customer a customized landing page (Custom Landing) that will serve as a personalized gateway to Case IQ’s IntegrityCounts reporting web intake form.

The Custom Landing page is a template-based webpage that includes the following elements (provided by the Customer to Case IQ during the implementation phase):

Customer logo and two selected branding colours
Hero image banner
Customized headline and accompanying text to promote the Customer’s ethics and compliance program
Key policy documents (up to 5 documents)
Frequently Asked Question text up to 6 questions
Hotline dialing information (to be set up by Case IQ)

The Custom Landing page will be hosted by Case IQ on a custom URL that acts as the gateway to IntegrityCounts, for example www.integritycounts.ca/org/companyname

Case IQ will provide the Customer with a Custom Landing Page Design Guide which outlines the available customizations for the Customer on the Custom Landing Page;

Custom text and image changes that are requested that meet the design guidelines will not be subject to additional fees;

The Custom Landing Page will be made available in English. The page can also be displayed in all languages available on the IntegrityCounts portal, however, Customer is responsible to provide any translated custom content to Case IQ and shall be assessed a one-time language set up fee, as indicated in Part IV of the Order.

There shall be an initial implementation fee for the Custom Landing Page set up as well as a recurring annual hosting and maintenance fee, both as indicated in Part IV of this exhibit.

Revisions or modifications to the Custom Landing Page after the initial setup may be subject to additional fees, excepting revisions or modifications that are requested upon payment of the annual hosting and maintenance fee and in so far as such revisions and maintenance do not exceed 1 hour or administration time.

‍Single Sign On Enablement

This section applies if Customer has purchased Sigle Sign On Enablement as indicated in Part 1 the applicable Order.
This section outlines the terms and conditions related to the implementation and use of Single Sign-On (SSO).

SSO is currently supported only through Microsoft Azure Active Directory (Entra ID). Other identity providers, are not supported at this time
SSO allows users to authenticate once and gain access to multiple systems or applications without the need for repeated login credentials. Scope of SSO Integration
The Customer acknowledges and agrees that the integration of SSO within their systems or applications will require collaboration and cooperation between both parties.
The Customer shall provide all necessary information, documentation, and access required for the successful implementation and configuration of SSO.
The Customer is responsible for ensuring the compatibility of their systems or applications with the chosen SSO solution.
The Customer shall appoint a designated representative who will serve as the primary point of contact for SSO-related matters and be responsible for coordinating with the Case IQ.
The Customer shall promptly provide any updates or changes to their systems or applications that may affect the SSO integration, ensuring the Case IQ is informed in a timely manner.
Case IQ shall use reasonable efforts to integrate the SSO solution within the Customer's systems or applications, following industry best practices and guidelines.
Case IQ shall provide technical support and guidance during the integration process, including documentation, resources, and troubleshooting assistance.
Case IQ shall ensure the security and confidentiality of any authentication or authorization information transmitted during the SSO process, adhering to industry-standard security protocols.
Customer shall pay an initial SSO implementation fee, as listed Part IV of the Order, subject to the Initial SSO User Count indicated herein.
Customer shall pay an annual maintenance fee as listed in Part IV of the Order.
Customer may choose to add additional users at a later date. Additions of this sort shall be chargeable at a rate of $250 per hour, or the then current IT labour rate as documented by Case IQ. Please note that the minimum charge for any work shall be $350.

‍Hotline Services Implementation

This section applies if Customer has purchased Hotline Services as indicated in Part 1 the applicable Order.

The Hotline Services allow the Customer to expand the intake channels available to a reporter. Case IQ and Customer shall design a solution as per the specifications in Part III of the Order that shall outline the languages of service, the required telephone numbers to access the IVR, and subsequently reach a live contact centre agent who will assist in report intake into IntegrityCounts.

IVR:
- Customers using shared lines as indicated in the Telephony Services shall have access to the shared IVR with standard greetings in English, Spanish, French, Mandarin, Hindi, Arabic, Russian, Portuguese, German, and Japanese. Callers accessing shared lines may request over the phone interpretation in any of the Languages of Service listed herein.
- Customers using dedicated lines as indicated in the Telephony Services shall have access to a dedicated IVR as outlined in the Dedicated IVR Design offering custom greetings in the Languages of Service.
Contact Centre: The Telephony Infrastructure shall connect to the contact centre which shall be staffed 24/7/365;
Languages of Service: Contact Centre shall facilitate calls via live answer or through the use of over the phone interpretation (OPI) in the languages listed herein under Languages of Service. Please note that languages of lesser diffusion may require more time to source or may be subject to pre-schedule;
All reports received via hotline will be entered into the system in English;

Milestones for this configuration task are:

If Customer has Shared Lines:
- Program redirect to Case Manager
If Customer has Dedicated lines:
- Telephone number provisioning
- Answer phrase and any custom instruction
- IVR architecture review
- Finalize custom IVR greeting script in English
- Translation and recording of IVR using machine translation and production of audio file using speech to text capabilities.
- Load custom IVR greetings to system
- Terminate telephone numbers to IVR
- End to end testing as per UAT criteria

‍Implementation Plan

The following schedule is an estimated timeline for the implementation of a Hotline that will be confirmed with the Project Implementation Team at the beginning of the implementation process. The estimated project timeline shall be reviewed with the Project Implementation Team at the initiation of the project. Please note that time to provision toll free numbers shall vary by country and may impact the implementation schedule. The process outlined below requires active participation by Customer personnel knowledgeable in both the process and organizational goals. Customer is expected to be engaged with the project.

If dedicated telephony infrastructure is being implemented, Customer understands Case IQ may request Customer provide documentation such as, but not limited to, proof of in country address or business registration to satisfy local regulators.

To the extent that Customer is unable to provide necessary engagement to progress the project due to resourcing or other factors, Customer and Case IQ will work in good faith to adjust the project implementation schedule as mutually agreed.

‍Shared as Indicated in Part I

Case IQ Project Deliverable:
Program Redirect

Responsibility:
Case IQ

Description:
Callers using a shared line will call a local toll free number and be greeted by the shared IVR. The call will be delivered to an intake specialist subject to the language selected. The Intake specialist will ask the caller what company they are calling to report for and enter this information into the shared intake tool. Case IQ shall program the shared intake tool to redirect the intake specialist to the dedicated intake URL for the customer.