This Subscription License Agreement ("Agreement") is entered into between:

(a) skybow AG, with its principal place of business at Neue Jonastr. 60a, 8640 Rapperswil Switzerland ("Licensor"); and

(b) BoardQMS Solutions Inc., with its principal place of business at 911 Burnaby Street, New Westminster, BC V3L4V8 Canada ("Provider"); and

(c) the Customer identified in the applicable sales contract ("Customer").

Provider designs the solution specification for Customer, deploys and configures Customer’s instance of the skybow software products, validates the deployed solution against the agreed specification, and provides training to Customer’s users (collectively, the "Solution Services").

1 Licence Terms

1.1 Object

The object of this Agreement encompasses The Flex, product developed jointly by the Licensor (skybow AG) and Provider (BoardQMS Solutions Inc.) as well as any corresponding documentation, referred to hereafter as "skybow software products".

The Licensor grants the Customer the non-exclusive right to use the skybow software products under the conditions in this license agreement; as for the rest, all rights to the skybow software products and the documentation remain with the Licensor and his suppliers. Without the written consent of the Licensor, no copies of the skybow software products can be made.

In addition to the license rights granted by the Licensor, Provider shall deliver the Solution Services to Customer as described in the applicable sales contract or statement of work. The Solution Services are provided by Provider in its own name and on its own account and are distinct from the licensing of the skybow software products by the Licensor.

1.1.1 Included Solution Services

Solution Services included in the license fee are limited to:

• solution specification design;
• deployment and configuration of the licensed software;
• validation of the deployed solution against the agreed specification; and
• high-level system orientation or enablement as expressly described in the applicable sales contract.

1.1.2 Excluded Services

The following services are not included in the license fee and are not part of the Solution Services unless expressly agreed in writing under a separate consulting agreement:

• hands-on user or administrator training;
• quality, regulatory, or ISO standard consulting;
• process design, gap assessments, or remediation activities;
• ongoing advisory, audit support, or compliance services.

Any Excluded Services shall be governed exclusively by a separate written consulting or services agreement between Provider and Customer. No Excluded Services shall be deemed provided under this Agreement.

1.1.3 No Legal Advice

Provider does not provide legal advice, regulatory approval, or certification services. Any references to regulatory requirements, standards (including ISO standards), or best practices are provided for informational and support purposes only. Customer remains solely responsible for determining, implementing, and maintaining compliance with applicable laws, regulations, and standards, and for obtaining and maintaining any required certifications or regulatory approvals.

1.1.4 Relationship between Licensor and Provider

Provider acts as an independent contractor and not as agent, partner, or representative of the Licensor. Nothing in this Agreement creates any partnership, joint venture, or agency relationship between Licensor and Provider as against Customer.

The Customer’s license rights shall not be affected by any dispute, non-payment, or settlement issue between Provider and Licensor, provided the Customer has paid all fees due under the applicable sales contract.

1.2 Duration

This Agreement becomes effective on the closing date of the applicable sales contract and remains in effect for the duration of the subscription term purchased by Customer.

Unless earlier terminated in accordance with this Agreement, the subscription and the Customer’s license rights shall continue indefinitely for any ongoing subscription, subject to payment of all applicable fees.

1.3 Delivery

The delivery of the skybow software products to the Customer takes place at the time agreed mutually. The skybow software products are delivered in their most recent form/release.

1.4 Reimbursement and payment conditions

The Customer reimburses the Provider for the license use and any Solution Services as agreed upon in the sales contract. Provider shall issue invoices directly to Customer for all fees payable under this Agreement.

Upon receipt of payment from Customer, Provider shall remit to the Licensor its applicable share of license fees in accordance with the separate agreement between the Licensor and Provider. Provider is not obligated to advance any amounts to the Licensor prior to receipt of payment from Customer.

For the avoidance of doubt, the Customer’s license rights shall not be affected by any failure by Provider to remit amounts to the Licensor, provided the Customer has paid all fees due under the applicable sales contract. Any fee remittance dispute between Licensor and Provider shall be resolved exclusively between those parties.

1.5 Copyright

The skybow software products are copyrighted by the conditions pertaining to the protection of computer programs. The Swiss copyright law pertaining to Swiss copyright and used patent rights (Swiss Copyright Law, URG) are valid. The copyright specifically includes the program code, the documentation, the design, the structure and organization of the program files, program names, logos and presentation forms within the software. All rights resulting from the copyright are in the possession of the Licensor. The existence and scope of such copyright protection shall be determined in accordance with applicable Swiss copyright law.

1.6 Right of Use

The Customer has the right to use the skybow software products and functions located on a defined server farm or tenant and within the scope of the agreed number of access licenses. Usage of the skybow software products that goes beyond the agreed extent is prohibited and the Customer is obliged to immediately request post-licensing from the Licensor and to provide indemnity. The right to use is limited to the software listed within these license terms irrespective of the fact that the Customer can technically access other extension components.

The usage of the skybow software products in the fields of application of human medicine, gene technology, pharmacy, flight operations and flight insurance (including space travel) as well as nuclear facilities, as far as it is not demonstrably a purely commercial application unrelated to technology, is not permitted and expressly excluded from the right of use. Any unauthorized use within the aforementioned fields of application will result in the immediate expiration of the license as well as the immediate expiration of any liability or guarantee.

With the exception of the usage rights granted to the skybow software products, all other rights remain unaffected, in particular, the right of ownership as well as the copyright even when changes or amendments have been made. This is also true for changes that evolve from demands made by or in cooperation with the Customer.

The Customer agrees that the purchased skybow software products are solely for his own use.

The skybow software products are considered confidential. The skybow software products and their documentation, that is not publicly available on www.skybow.com, shall not be conveyed, transferred or made available to third parties, neither in whole nor in part, in any form without written consent. The Customer is not authorized to provide personal serial numbers, activation codes and/or passwords for the software to any third parties. In case of violations, the Customer shall indemnify the Licensor in full. This obligation is valid indefinitely even after this Agreement has been terminated.

The Customer shall take appropriate action to prohibit unauthorized access by third parties to the skybow software products - and, in particular, to the program code as well as passwords.

The Customer is not authorized to translate, edit, decompile, reverse engineer or disassemble the software. Furthermore, the Customer shall not attempt to gain access to or encrypt the source code of the software through disassembling, decompiling, reverse engineering or any other such method. However, mandatory statutory usage rights applicable under Swiss copyright law, including those reflected in Section 21 URG and Section 17 URV, remain unaffected to the extent such laws govern the intellectual property rights in the skybow software products. If information required for the creation of interoperability according to section 21 URG can neither be derived from the corresponding usage documentation nor from otherwise freely available information, then the Customer must provide the Licensor with sufficient time to provide the appropriate information upon request before possible decompilation according to section 21 URG takes place.

The Customer does not have the right to make changes or encroach upon skybow software products themselves or through third parties even when it is to resolve possible program errors. This is not valid when the Licensor has declined the execution of those changes. The Licensor only accepts such changes with an appropriate remuneration, e.g. within the scope of a software maintenance and/or service contract.

The Customer has the right to demand the corresponding software, including documentation, as a subsequent delivery in case of modifications, expansions or newly created versions insofar as he possesses a software maintenance contract.

For the skybow software products, the Licensor provides software maintenance based upon a separate maintenance contract.

Software products which are not produced by the Licensor are excluded from the terms of this clause.

If the Customer violates the terms of this clause, remuneration is to be paid to the Licensor to the amount of 10 times the one-time license fee. The parties agree that this contractual penalty represents a genuine pre-estimate of the Licensor’s loss. The fulfilling of this penalty does not, however, release the Customer in any way from his other contractual duties.

The contractual penalty set out in this Section 1.6 shall apply independently of any limitation of liability set out in this Agreement and shall not be construed as damages subject to such limitations.

1.7 Warranty & Liability

1.7.1 Functions

The functions of the skybow software products are professionally inspected before being delivered.

The Licensor resolves defects during the first 12 months free of charge, when the defect is found in the delivered, unchanged version of the skybow software products and only when this is communicated to the Licensor properly and in writing within 30 days of the occurrence of the defect.

The service of the Licensor also includes either the provision of a program update (-fix) or a corrected version.

The urgency of the improvement is measured by the degree in which normal operation is hindered. Improvement takes place in and at the Licensor’s discretion as to whether the Customer is provided with a new software version or if the Customer is provided with feasible options for avoiding the effects of the defect.

1.7.2 Warranty Claim

The Licensor can, however, not guarantee that the information system in operation and the system components agreed upon will continuously run uninterrupted and without errors in all of the combinations desired by the Customer, with any data, IT system or program. Neither can he guarantee that resolution of one malfunction will not result in other malfunctions.

1.7.3 Release from the Warranty Claim

The Licensor is released from his warranty duties when he can prove that the defect brought forth did not result from circumstances for which the Licensor is responsible, in particular for changes to the application and operation conditions, encroachment on the data processing system by unauthorized parties or misuse on the part of the Customer or third parties. This is specifically true for changes made to the skybow software products without consulting and receiving approval from the Licensor beforehand.

1.7.4 Liability

The Licensor is only liable for direct damages from this contractual relationship up to a sum of the individual license costs. Liability for indirect damages such as consequential damages, third-party claims, loss of profit, loss of data etc. shall hereby be excluded within the scope permitted by law; this also applies to the liability for slight negligence.

The limitation of liability and the exclusion of liability shall be valid for contractual as well as for non-contractual and/or quasi-contractual claims.

With respect to the Solution Services provided by Provider, Provider’s aggregate liability to Customer arising out of or in connection with such services shall be limited to the fees paid by Customer to Provider for the Solution Services giving rise to the claim in the twelve (12) months preceding the event giving rise to such liability, and Provider shall not be liable for indirect or consequential damages in connection with the Solution Services, to the extent permitted by applicable law

1.7.5 Legal warranty

The Licensor declares that he has the right to issue a license for the program and that this does not infringe upon the existing property rights of third parties. The Licensor releases the Customer from any liability for violating Swiss copyrights as well as for violating other third-party intellectual property rights insofar as the violation of such third-party rights solely resulted from the contractual use of the software licensed within the scope of this agreement.

A further reaching Licensor warranty for the Customer in the case of actual or charged claims from third parties shall be excluded.

1.7.6 Client liability

The Customer releases the Licensor from all liabilities and from all damages insofar as third parties have made such claims against the Licensor which resulted from non-conform usage. The indemnity obligation also includes costs of the Licensor which incur in the context of use on the part of the Customer which is not compliant with the contract.

1.7.7 Solution Services by Provider

Provider shall perform the Solution Services with reasonable skill and care in accordance with generally accepted industry standards and the agreed solution design specification set out in the applicable sales contract or statement of work. Except as expressly stated in this Agreement or the applicable sales contract, the Solution Services are provided “as is” without additional warranties. Any timelines, milestones, or service levels for the Solution Services shall be as set out in the applicable sales contract or statement of work

1.7.8 Intellectual Property – Solution and Consulting Services by Provider

Unless otherwise agreed in a separate consulting agreement, all methodologies, templates, training materials, and know-how used or developed by Provider in connection with Excluded Services remain the intellectual property of Provider.

1.7.9 IP Ownership – Solution Services

(a) Customer Deliverables: All work product, including solution specifications, validation documentation, and configuration files, produced by Provider under the included Solution Services shall be owned by the Customer.

(b) Licensor Software: The Customer’s ownership is subject to the Licensor’s underlying software IP rights; the skybow software products themselves and all pre-existing Licensor IP remain the sole property of the Licensor.

(c) License to Use: Customer is granted a perpetual, non-transferable, non-exclusive license to use any work product produced under the included Solution Services, solely in connection with the skybow software products and subject to the terms of this Agreement.

(d) Provider IP Retention: Provider retains ownership of any methodologies, templates, training materials, or know-how developed independently or used across multiple clients, including for Excluded Services.

1.8 Identification

Upon completion of the contract, the Customer automatically grants skybow AG permission to publicly use the Customer's logo. This permission includes using the logo on skybow AG's website, in marketing materials, and on other platforms that are owned or represented by skybow AG. The Customer hereby gives their explicit consent to the use of the logo and releases skybow AG from any claims by the Customer or the third parties that may arise from such permitted use of the logo.

The Customer has the right to revoke this reference permission in written form at any time.

1.9 Non-disclosure

1.9.1 Information access

The parties are governed by a strict non-disclosure agreement as far as information to other parties is concerned. The parties and their employees agree to treat all information gained while performing their duties, which is not general knowledge, as confidential, to neither partially nor completely provide it to third parties and to also not use it for their own purposes.

1.9.2 Data protection laws

The parties are subject to federal and cantonal data protection laws as well as their executive regulations. Both parties know that fulfillment can lead to the accessing or processing of personal information. The Licensor is to handle proper organizational, technical and, when applicable, contractual measures for ensuring data protection.

2 Refund and Payment

2.1 Refund Policy

2.1.1 Perpetual license based contracts

You may cancel or terminate your maintenance/
support agreement with a one calendar month notice. Pre-paid software maintenance/support as well as delivered implementation services will not be refunded.

2.1.2 Subscription based contracts

You may cancel or terminate your skybow subscription with a one calendar month notice. You must pay all amounts due before termination is effective. For subscriptions having a one month Term no refund is applicable. For subscriptions of more than 1 month where termination is given within 30 days after the subscription became effective, you must pay the 1st month and a refund of the remaining portion will take place. For all other termination of subscriptions during the Term, you must pay the remainder of the Term and no refund will take place. Delivered implementation services will not be refunded.

2.2 Payment Policy Subscriptions

2.2.1 Billing and Charges

Charges, whether on a Monthly or Annual Plan, are being made each renewal day (the same day that you originally signed up for the plan). 

2.2.2 Renewal Policy

Your subscription, whether Monthly or Annual, will automatically renew at the end of the subscription term unless you cancel it as provided in the policy.

2.2.3 Failed Charges

If skybow is unable to bill your credit card, your account will enter the dunning process, and you will then have 10 days from the failed charge date to update your card information before we limit your access to the subscribed skybow software and your account. Accounts that have been terminated may be reactivated if valid payment information is entered and the card can be successfully processed for all charges accrued on the account since the failed credit card charge. All unpaid accounts will be deleted after 180 days.

2.3Downgrade Policy

2.3.1 Perpetual License based contracts

Perpetual Licenses cannot be downgraded.

2.3.2 Subscription based contracts

You may downgrade the number of users into your skybow subscription with a one calendar month notice. You must pay all amounts due before downgrade is effective. For subscriptions having a one month Term no downgrade is applicable. For subscriptions of more than 1 month where downgrade request is given within 30 days after the subscription became effective, you must pay the 1st month and the new downgraded subscription starts on the 1^st day following the initial Term. For all other downgrades of subscriptions during the Term, you must pay the remainder of the Term and the new downgraded subscription starts on the 1^st day following the initial Term.

3 Subscription Policy

Subscription Policy means a schedule of rates released by skybow, called plans, which contain the fees payable by the subscriber according to the terms and conditions for that particular plan.

skybow will provide these plans into the skybow portal.

4 Termination

This Section 4 sets out the exclusive rights of the parties to terminate this Agreement and the consequences of such termination. Either party may terminate this Agreement for a material breach by the other party, provided that the breaching party fails to cure such breach within thirty (30) days of written notice.

Upon termination or expiration of this Agreement for any reason Sections 1.6 (Right of Use), 1.7 (Warranty & Liability), 1.9 (Non-disclosure), 6.5 (Data Protection & Privacy), and any other obligations intended to survive termination shall continue in full force.

4.1 Relevant documents

When this Agreement is terminated, Customer shall immediately cease using the skybow software products and shall return or destroy all copies of the software and related documentation.

4.2 Non-disclosure

The terms pertaining to non-disclosure and data protection, work result rights, warranty, liability as well as concerning partial invalidity, applicable law, dispute resolution and the arbitration clause remain intact even after the date of termination.

4.3 Effect of Termination on Provider Services

Termination or expiration of this Agreement, or of the license granted hereunder, shall not automatically terminate any separate consulting, training, or services agreement entered into between Provider and Customer, unless expressly stated therein. Any fees for Solution Services or Excluded Services properly performed by Provider prior to the effective date of termination shall remain payable and non-refundable. The termination of this Agreement shall not affect any rights or obligations of Provider and Customer under a separate consulting or services agreement, which shall be governed exclusively by its own terms.

5 Appendices, amendments and partial invalidity

The appendices attached to this agreement make up an integrated component of the agreement.

5.1 Restructuring

If the Licensor is taken over or is restructured, then this Agreement is to be passed on to the subsequent organization without any changes. Amendments to this Agreement can only be done in written form and with the consent of the Licensor.

5.2 Invalidity

If a condition of this Agreement should be or become invalid or ineffective, then the remaining clauses will remain unaffected. The ineffective condition is replaced by a condition which, from an economic perspective, comes closest to the invalid or ineffective condition. A similar method shall be used in the event that a gap is found in the Agreement.

5.3 Notices

All notices under this Agreement shall be in writing.

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Notices to Licensor:
‍skybow AG
Neue Jonastr. 60a
8640 Rapperswil
Switzerland
Email: info@skybow.com

Notices to Provider:

BoardQMS Solutions Inc.
911 Burnaby St, New Westminster, BC V3L4V8 Canada
Email: connect@boardqms.com

Notices to Customer:

The address and email specified in the applicable sales contract.

6 Applicable law and dispute resolution

6.1 Applicable law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any choice or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction or substantive laws other than England and Wales. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

6.2 In Good Faith

Should differences or disputes arise among the parties while applying, laying out and executing this Agreement, then an attempt, in good faith, is made to mutually resolve these differences and disputes.

6.3 Jurisdiction

Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration under the London Court of International Arbitration (“LCIA”) Rules, which LCIA Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England, and the language to be used in the arbitral proceedings shall be English.

6.4 Intellectual Property Law

Notwithstanding Section 6.1, all matters relating to the ownership, scope, validity, and protection of intellectual property rights in the skybow software products, including copyright and statutory usage exceptions, shall be governed by and construed in accordance with the laws of Switzerland. All other matters arising under or in connection with this Agreement shall be governed by the laws of England and Wales.

6.5 Data Protection & Privacy

The Customer is the data controller for all personal data processed through the skybow software products. Licensor and Provider act as data processors only to the extent they process personal data on behalf of the Customer in connection with deployment, configuration, maintenance, or support services.
All parties shall comply with applicable data protection laws, including EU/UK GDPR and Swiss Data Protection Act (DPA). Where Licensor or Provider processes personal data on behalf of the Customer, a separate Data Processing Agreement (DPA) shall govern such processing.

7 Skybow Privacy Policy

Skybow Privacy Policy (Sections 7.1–7.6) is provided for informational purposes only and does not create independent contractual obligations, except to the extent required by applicable data protection law.

7.1 Personal information you provide

We store the personal information you enter on the skybow website or give to skybow in other ways. We currently obtain personal information through:

• registration to use our products and services
• event tracker scanning
• registration for events and webinars
• sign-up to our newsletters and event alerts
• participation in discussion forums
• registration for our portal
• registration for Solution Studio Online

7.2 Personal information currently solicited

We collect first and last name, sign-in name, password (for skybow Accounts), position, company name, contact phone number, country and email address.

7.3 Uses made of collected personal information

skybow collects and logs this information in order to:

• identify you, when you sign into your skybow account
• send you information you have requested, such as our newsletters and alerts
• carry out statistical analysis of the skybow website and the people visiting, in order to improve the website and our services
• contact you directly, or via one of our distribution partners, following the supply of personal information. If you wish to stop all skybow correspondence please contact info@skybow.com.

7.4Device Information

When you download and use our Services, skybow automatically collects information on the type of device you use and your operating system version.

7.5 Automatic Collection – Cookies and Other Tracking Technologies 

In common with most other websites skybow and its affiliates, analytics partners, marketing partners, or service providers use cookies and similar technologies to analyze trends and to manage your session on the skybow website and skybow Portal.

Tracking technologies are used to make your visits easier in several ways: necessary session management; performance enhancement; and functionality. Cookies and other similar technologies help manage your session so that you can move easily from one page to another, so that your page requests are loaded in a smooth, consistent, and secure manner, and to track user traffic patterns using statistics from users’ visits to the skybow website. These technologies also make your next visit easier by authenticating sign-ins to the parts of the site that are for registered users, to enable you to submit forms or other information through the website, to initiate downloads of content, and otherwise store any preferences or selections you set through the website. Finally, these technologies make the site more useful. This remembered information helps us understand how people use the website and gives us explicit information about the technologies that we use and your choices when it comes to these technologies. As true of most websites, we gather certain information automatically and store it in log files. This information may include internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data. We do not link this automatically collected data to any other information we collect about you.

Unless you have adjusted your browser settings so that it will refuse browser cookies, our system will issue browser cookies as soon as you visit one of our Services, and, once you have browser cookies enabled and visited one of our Services, we store a browser cookie on your computer or device to remember this for the next time you visit our Services. This Cookie will expire. However, if you wish to withdraw your consent before then, you may do so at any time but will need to delete your browser cookies using your internet browser settings.

Our site contains links to other websites, including those of our partners, whose information practices may be different from ours. Visitors should consult those other third party websites’ privacy notices, since those websites are not covered by this Privacy Policy and may follow different procedures. From time to time, we also partner with third parties who may place cookies on your browser when you visit our website, may send their own cookies to your cookie file, and may use those cookies to provide targeted advertising based on your interests and previous browsing history. Please note this does not opt you out of being served advertising. You will continue to receive generic ads.

We use Local Shared Objects such as HTML5, to store content information and preferences. Third parties with whom we partner to provide certain features on our website or to display advertising based upon your browsing activity also use HTML5 to collect and store information. Various browsers may offer their own management tools for removing HTML5.

The information above has been provided to give clear and comprehensive information about skybow use of cookies and similar technologies. If you choose to use the Services without blocking or disabling cookies or opting out of these technologies, you will indicate your consent to our use (in accordance with this Privacy Policy) of any personal information that we collect using these technologies. If you do not consent to the use of these technologies, please be sure to block or disable them using your browser settings, the opt-out links above, or the settings on your mobile device.

7.6 Information Sharing

We will share your personal information with third parties only in the ways that are described in this Privacy Policy. We do not sell your personal information to third parties. We may disclose aggregate statistics about visitors to the Site in order to describe our services to prospective partners, sponsors and other reputable third parties and for other lawful purposes, but these statistics will include no personal information.

We may also disclose your personal information:

• as required by law, such as to comply with a subpoena, or similar legal process
• when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request
• to any other third party with your prior consent to do so.
• If skybow is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our Web site of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information
• to any other third party with your prior consent to do so

We use service providers, including a Customer relationship management software provider, marketing automation provider, social community software provider, gamification service provider, and website analytics provider, to provide certain services in support of the Site. These service providers may need to have access to your information in order to provide their services.

Certain services identified on this site are offered by business partners. If you wish to take up those services you will need to share your information with them in order to receive these services. These companies are authorized to use your personal information only as necessary to provide these services to us.

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