CGI Design Software and Services User Agreement

Definitions

User means an authorized Teller (Operator) account registered within the POS System.
Software means all CGI Design desktop, web, mobile, cloud, and server applications.
Services means CGI Design software, APIs, cloud services, websites, support, and related offerings.
Customer means the individual or legal entity using CGI Design products or services.

1. License

CGI Design grants the Customer a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with this Agreement.

The software remains the exclusive property of CGI Design.

2. Subscription and Licensing

Access to certain CGI Design products and services requires a valid subscription or software license.

Unless otherwise agreed in writing, software licensing is based on the number of authorized Teller (Operator) user accounts registered within the POS System.

The Customer agrees to accurately disclose and maintain the correct number of licensed users. Where CGI Design does not have direct access to the Customer's production environment, the Customer is responsible for ensuring that the reported user count is complete and accurate.

CGI Design reserves the right to verify the number of registered users through system audits, license validation, remote inspection (where permitted), or information provided by the Customer. Upon reasonable notice, the Customer agrees to cooperate with such verification.

If the number of registered Teller (Operator) user accounts exceeds the number covered by the Customer's purchased subscription, CGI Design may require the Customer to purchase additional licenses. Failure to do so may result in suspension, restriction, or termination of the software or certain features until the licensing discrepancy has been resolved.

For example, if the Customer's subscription covers twenty (20) Teller (Operator) users, the POS System must not contain more than twenty (20) active registered Teller (Operator) user accounts unless additional licenses have been purchased.

CGI Design also reserves the right to suspend or terminate access if:

Subscription or support fees remain unpaid.
License validation fails.
The software is used outside the licensed scope.
Unauthorized copying, modification, or distribution of the software is detected.

2.1 License Renewal and Software Updates

To protect its software, intellectual property, licensing system, and ongoing investment in the Services, CGI Design reserves the right to implement time-based license validation, software activation, or expiration mechanisms within certain software components, files, libraries (DLLs), APIs, cloud services, or other licensed products.

Prior to the expiration of the Customer's licensed software or subscription term, CGI Design will make available updated license files, activation keys, software components, DLLs, or other required updates necessary to maintain uninterrupted operation of the Services.

The Customer is solely responsible for installing such updates within the timeframe specified by CGI Design. Failure to install the required updates may result in:

Interruption of software functionality;
Suspension or expiration of the software license;
Loss of access to technical support, updates, APIs, or cloud services;
Temporary or permanent disabling of certain software features; or
Complete suspension of the Services until the required updates have been successfully installed.

CGI Design shall not be responsible or liable for any loss, damage, business interruption, loss of revenue, data loss, or other costs arising from the Customer's failure or refusal to install required licensing updates, activation files, or software components provided by CGI Design.

Nothing in this section limits CGI Design's right to suspend, terminate, or restrict access to the Services for non-payment, licensing non-compliance, unauthorized use, or any other breach of this Agreement.

3. Customer Responsibilities

The Customer agrees to:

Provide accurate information.
Maintain the confidentiality of user accounts and passwords.
Comply with all applicable laws and regulations.
Use the software only for lawful business purposes.
Maintain adequate backups of their own data.

4. Data Ownership

All customer data entered into the system remains the property of the Customer.

CGI Design does not claim ownership of customer data.

The Customer is responsible for the accuracy and legality of all information entered into the system.

5. Privacy and Security

CGI Design implements reasonable administrative, technical, and security measures to protect customer information.

No computer system can guarantee absolute security, and the Customer acknowledges this risk.

6. Third-Party Services

Some CGI Design products integrate with third-party services, including but not limited to:

Sanction Screening Providers
PEP Databases
Government Watch Lists
Cloud Hosting Providers
Payment Providers
Email Providers

CGI Design is not responsible for:

Availability of third-party services
Changes made by third-party providers
Accuracy of third-party data
Third-party pricing or service interruptions

7. Regulatory Compliance

CGI Design provides software tools to assist customers with regulatory and compliance requirements.

The Customer remains solely responsible for:

Compliance with applicable laws
Regulatory reporting
AML/KYC procedures
Sanction screening decisions
Risk assessments

CGI Design does not provide legal or regulatory advice.

8. Updates

CGI Design may periodically release:

Software updates
Security patches
Bug fixes
Feature enhancements

Some updates may require a valid support agreement or subscription.

9. Support

Support is provided according to the Customer's purchased support plan.

Support does not include:

Third-party software issues
Customer infrastructure problems
Custom development unless separately agreed

10. Intellectual Property

All software, documentation, trademarks, source code, designs, and related intellectual property remain the exclusive property of CGI Design.

The Customer may not:

Copy
Reverse engineer
Modify
Resell
Redistribute
Decompile

the software without written permission.

11. Availability

CGI Design strives to maintain reliable service but does not guarantee uninterrupted operation.

Scheduled maintenance and unforeseen outages may occur.

12. Limitation of Liability

The Customer acknowledges that the use of CGI Design's software and services is at the Customer's own risk.

To the fullest extent permitted by applicable law, CGI Design, its directors, employees, contractors, and affiliates, shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or relating to the use of, or inability to use, the software or services.

This limitation includes, but is not limited to:

Loss of revenue or profits;
Loss of business opportunities;
Loss, corruption, or destruction of data;
Business interruption;
Regulatory fines or penalties;
Errors or omissions in customer-entered data;
Decisions made by the Customer based on information generated by the software;
Failures or outages of third-party services or integrations; and
Any other financial or commercial loss resulting from the use of CGI Design's products or services.

The Customer is solely responsible for maintaining appropriate backups of its data, verifying all transaction results, and ensuring compliance with applicable laws and regulations.

In any event, CGI Design's total cumulative liability arising out of or relating to this Agreement shall not exceed the total amount paid by the Customer to CGI Design for the applicable software or services during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

13. Indemnification

The Customer agrees to indemnify and hold CGI Design harmless from claims arising from:

Misuse of the software
Violation of applicable laws
Customer-provided data
Customer negligence

14. Confidentiality

Both parties agree to keep confidential any non-public information obtained during the course of the business relationship.

15. Termination

CGI Design may suspend or terminate Services if:

This Agreement is violated.
Payments remain outstanding.
Fraudulent or illegal activity is detected.
Continued use poses a security risk.

Upon termination, the Customer's license ends immediately.

16. Force Majeure

CGI Design shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, cyberattacks, government actions, internet outages, or failures of third-party providers.

17. Changes to this Agreement

CGI Design reserves the right to modify, update, or replace this User Agreement, licensing terms, pricing, support policies, or any related policies at any time and at its sole discretion.

Such changes may become effective immediately upon being published on CGI Design's website, included with a software update, or otherwise made available to the Customer. CGI Design is not obligated to provide prior notice of such changes.

The Customer is responsible for periodically reviewing the current version of this Agreement. Continued installation, access to, or use of CGI Design's software or services after any changes become effective constitutes the Customer's acceptance of the revised terms.

18. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Any disputes shall be resolved in the courts of Ontario, Canada.

19. Entire Agreement

This Agreement constitutes the entire agreement between CGI Design and the Customer regarding the use of the Services and supersedes all prior agreements or understandings relating to the Services.

20. Late Payments and Service Suspension

Unless otherwise agreed in writing, all invoices are due within fifteen (15) days of the invoice date ("Net 15").

Any amount not paid by the due date shall accrue interest at the rate of 2% per month (24% per annum), or the maximum rate permitted by applicable law, whichever is lower, until paid in full.

If payment remains outstanding for more than thirty (30) days after the due date, CGI Design reserves the right, without further obligation, to suspend or terminate access to its software, cloud services, APIs, technical support, software updates, licensing, and any other related services until the account is brought into good standing.

To restore Services following suspension or termination due to non-payment, the Customer must pay:

All outstanding invoices;
All accrued interest;
A Service Reinstatement Fee of USD $1,000; and
Any reasonable collection agency fees, legal fees, court costs, or other expenses incurred by CGI Design in collecting overdue amounts.

Services will not be reinstated until all outstanding balances, including applicable interest, reinstatement fees, and collection costs, have been paid in full.

Suspension or termination of Services due to non-payment does not relieve the Customer of its obligation to pay all amounts owed under this Agreement.

21. Refund Policy

All subscription, licensing, support, implementation, and service fees paid to CGI Design are non-refundable unless otherwise agreed in writing.

If the Customer chooses to terminate the Services before the end of the paid subscription or support period, no full or partial refund will be provided for the unused portion of the term.

Likewise, if CGI Design suspends or terminates the Customer's access due to non-payment, breach of this Agreement, licensing non-compliance, or any other violation of the Agreement, the Customer shall not be entitled to any refund of fees already paid.

The Customer acknowledges that subscription and support fees are used to reserve and allocate technical resources, infrastructure, licensing, and support personnel for the duration of the subscription or support term. As these resources are committed in advance, CGI Design cannot reallocate or recover such costs during the active subscription period.

Any outstanding fees owed to CGI Design at the time of termination shall remain payable by the Customer.

Acceptance of Terms

By installing, accessing, subscribing to, or using any CGI Design software, cloud services, APIs, or websites, the Customer acknowledges that they have read, understood, and agreed to this User Agreement. No separate signature is required unless otherwise specified in a written contract or purchase agreement.

This "click-through" or "use constitutes acceptance" approach is commonly used for SaaS and commercial software and provides a practical legal framework for standard customer deployments. For enterprise customers, you can also supplement it with a separate Master Services Agreement (MSA) or Software License Agreement when negotiated terms are required.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver

Failure by CGI Design to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that provision or any other provision in the future.

Assignment

The Customer may not assign or transfer this Agreement or any rights under it without the prior written consent of CGI Design.

Electronic Acceptance

This Agreement may be accepted electronically. Installation, activation, subscription to, payment for, or continued use of the Services constitutes acceptance of this Agreement.