Definitions
“Client” refers to the individual or entity entering into this Agreement and utilizing the Software and Services provided by the Company.
“Agreement” denotes the contractual arrangement between the Client and the Company, encompassing these Terms and Conditions and any accompanying proposal or agreement documentation.
“Company” pertains to the entity providing the Software and Services as described in this Agreement.
“Software” encompasses the Inqqa AI Software made available by the Company, subject to the terms and conditions outlined herein.
“Services” refers to the electronic provision of the Service by the Company through the Inqqa AI Software, as specified in this Agreement.
“Client Data” denotes non-public data provided by the Client to the Company, enabling the provision of the Services.
1. License
Subject to Client's continuous compliance with the terms and conditions of this Agreement, Company grants Client a non-exclusive, revocable license to use the Software to analyze, use, reproduce, distribute, transmit and display Client Data and derived insights solely on and through the Service.
There are three License tiers: Basic (allows for viewing Client Data and insights prepared by a third party with a Business License, but restricts any new addition of Client Data by Client); Professional (allows for full processing of Client Data within the scope of internal Client operations, but forbids all use of the Services or Software for timesharing or service bureau purposes); and Business (allows for full processing of Client Data from any source and to any party or purpose).
2. Delivery
Company will make the Service available to Client electronically through the Inqqa AI Software.
3. Ownership
Client expressly acknowledges that Company owns all worldwide right, title and interest in and to the Software. Any and all rights not specifically granted herein to Client are reserved by Company.
4. Privacy Policy
The Company guarantees full privacy of the information provided by Client within technical reasonability and feasibility and commits to never share this information with third parties without seeking explicit permission from Client.
5. Restrictions and Responsibilities
The Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure of the Services or Software; modify, translate, or create derivative works based on the Services or Software; use the Services or Software for timesharing or service bureau purposes outside of the scope permitted by the License tier; or remove any proprietary notices or labels.
Client hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Client's use of Services.
The Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, and for maintaining the security of the Equipment, the Client account, passwords and files.
Unless expressly authorized by Company, Client may not distribute, sublicense, lease, rent or re-syndicate the Software on a stand-alone basis.
Client may not use the Software to replicate, frame or mirror the services offered by the Company.
Client will not attempt to interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto.
Client must comply with all laws, statutes, ordinances and regulations that are applicable to Client provision of Software to Client end users and other activities under this Agreement.
6. Confidentiality; Proprietary Rights
Each party understands that the other party has disclosed or may disclose business, technical or financial information relating to the disclosing party's business. The Receiving Party agrees to take reasonable precautions to protect such Proprietary Information and not to use or divulge to any third person any such Proprietary Information.
Client shall own all right, title and interest in and to the Client Data, as well as any data that is based on or derived from the Client Data and provided to the Client as part of the Services. Company shall own and retain all right, title and interest in and to the Services and Software, all improvements, enhancements or modifications thereto, and all intellectual property rights related to any of the foregoing.
7. Payment of Fees
The Client will pay the Company the then applicable fees for the Services in accordance with the terms therein. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Term or then-current renewal term, upon thirty (30) days prior notice to the Client.
The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 2.5% per month on any outstanding balance.
All fees are exclusive of all taxes, levies, or duties imposed by taxing or banking authorities, and Client shall be responsible for payment of all such taxes, levies, or duties.
8. Term and Termination
Subject to earlier termination as provided below, this is for the Term and shall be automatically renewed for additional periods of the same duration as the Initial Service Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
Either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.
Upon any termination, the Company will irretrievably terminate all Client Data without further notice.
9. Warranty and Disclaimer
The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.
The Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in this section, the Services are provided “as is” and Company disclaims all warranties, express or implied.
10. Indemnity
Company shall hold the Client harmless from liability to third parties resulting from infringement by the Service of any European patent or any copyright or misappropriation of any trade secret, provided the Company is promptly notified of any and all threats, claims and proceedings related thereto.
The foregoing obligations do not apply with respect to portions or components of the Service not supplied by the Company, made in whole or in part in accordance with Client specifications, that are modified after delivery by the Company, or combined with other products, processes or materials where the alleged infringement relates to such combination.
11. Limitation of Liability
In the event of failures attributable to Company in the performance of the services to be provided, the liability of Company is limited to direct loss/damage caused to Client up to the amount covered by and payable under the terms of its insurance. If the insurer for whatever reason does not pay or the loss/damage is not covered, the liability of Company is limited to the amount equal to the price for the provision of services that forms the basis of the agreement under which the loss/damage occurred.
The aforementioned limitation of liability ceases to apply if and insofar as the loss/damage is the result of an intentional act, gross negligence or serious negligence.
12. Miscellaneous
This Agreement will be governed by and construed in accordance with the laws of The Netherlands. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Amsterdam, the Netherlands.
Client may not assign this Agreement, in whole or in part, by operation of law or otherwise, without Company's express prior written consent.
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect.