Qt Insight Service Evaluation Agreement

Version 1.0 

1. INTRODUCTION

Qt Insight is an online service provided by The Qt Company for companies interested in collecting and analyzing end-user data from their products (“Service”, as further defined below) by using Qt Tracker Library and Insight Cloud or Insight Private Cloud (all as further defined below).

This Qt Insight Service Evaluation Agreement (“Agreement”) grants the Customer a right to test and evaluate the Service by way of using Insight Cloud for a limited period of time (“Trial Period”) with a limited amount of Events (as defined below) free of charge. Customer can use all the available features of Insight Cloud and connect to Applications and Devices (as defined below).

For the purpose of evaluating the Service under this Agreement the Applications and Devices connected to the Service shall be trial versions and not final products already in commercial production, and End Users shall be Customer’s or Customer’s Contractors’ or Affiliates’ relevant trial personnel.

Trial period runs for a period of two (2) months from the effective date of this Agreement or for 100 000 Events, whichever criteria is met first.

In order to use the Service under this Agreement the Customer needs to download Tracker Library at Qt Customer Portal or Online Installer and approve relevant terms and conditions thereof upon such download.
Upon the expiry of the Trial Period, Customer must either discontinue the use of the Insight Cloud and/or Insight Private Cloud or acquire a commercial Subscription.

2. DEFINITIONS

"Affiliate” of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

”Application” shall mean software products created by the Customer using the Qt Software.

”Contractor” shall mean third party consultants, distributors and contractors performing services to the Customer under applicable contractual arrangement.

“Device” shall mean

1. hardware devices or products that
   
   1. are manufactured and/or distributed by the Customer, its Affiliates or Contractors, and
   2. incorporate, integrate or link to Applications such that substantial functionality of such unit, when used by an End User, is provided by Application(s) or otherwise depends on the Qt Software; or
2. Applications designed for the hardware devices specified in item (1).

“End User” shall mean the user of Customer’s Device or Application.

“Events” shall mean all the End-User actions (e.g. views, clicks or swipes) on Device/Application that are tracked and sent to Insight Cloud or Insight Private Cloud.

“Insight Cloud” shall mean an online analytics platform provided, hosted, and maintained by The Qt Company and collecting, enriching, storing, analyzing, and visualizing the data transmitted by the Tracker Library.

“Insight Private Cloud” shall mean Insight Cloud platform installed, hosted, and maintained by Customer in their selected cloud environment.

“Qt Software” shall mean the software libraries and tools of The Qt Company, which The Qt Company makes available under commercial and/or open source licenses.

“Tracker Library” shall mean The Qt Company’s software module used to collect data on Events from an Application or Device and send such data either to Insight Cloud or Insight Private Cloud.

3. INSIGHT CLOUD

The Customer agrees that, from time to time, the Insight Cloud may be unavailable, or inoperable for the following reasons: (i) maintenance, or repair procedures; (ii) interruption, or failure of the electrical power, telecommunications, computers, hardware, software, databases, networks, or infrastructures; (iii) hostile network attacks; (iv) an event of force majeure (v) excessive Event loads.

The Qt Company has the right to change the technical specifications and the underlying production environment of the Insight Cloud without prior notice to Customer. The Qt Company will notify the Customer in advance if the change has significant effects on Customer’s use of the Service.

4. INSIGHT PRIVATE CLOUD

Customer may create Insight Private Cloud by installing Insight Cloud instance to a cloud platform of Customer’s choice. The Qt Company supports and provides list of supported cloud platforms to the Customer. Insight Private Cloud might be operable on platforms that are not supported but the Qt Company may not be able to support Insight Private Cloud running on an unsupported platform.

Insight Private Cloud might not have identical features compared to Insight Cloud.

The Qt Company will provide updates and patches to Insight Private Cloud, but the Customer is responsible of all maintenance work including installing the updates and patches. Customer is responsible for the security of the environment where the Insight Private Cloud is operated, and all the costs related to operating and maintaining the solution. Customer is also responsible that the Insight Private Cloud is reachable for the Devices and Applications. The Qt Company will take no responsibility on the availability of the Insight Private Cloud.

Insight Private Cloud is not available for the Customer during the Trial Period unless otherwise agreed in writing with The Qt Company.

5. PERSONAL DATA AND DATA PROTECTION

Each Party shall process personal data collected from End Users in a lawful manner according to applicable data protection laws including, but not limited to, the Regulation (EU) 2016/679 (GDPR) and California Consumer Privacy Act of 2018 (CCPA).

The Customer and The Qt Company are processing the data collected and stored in Insight Cloud from End Users to be used in analyzing how the End Users are using the Applications/Devices. The End User data is anonymized by the Insight Cloud before it set forth to the Customer or The Qt Company. Neither Customer nor The Qt Company shall be able to see any personal data. The Qt Company collects and processes the data for (i) securing, developing and improving the Service; (ii) providing the Service in accordance with the Agreement; (iii) compiling anonymous statistics with data from other Customers for research and development, and marketing purposes, provided such statistics does not directly or indirectly identify Customer or any End Users; (iv) invoicing purposes; and (v) problem and fault solving purposes.

The Parties shall maintain an appropriate level of physical, electronic, and administrative security to protect the collected data, and prevent its accidental, or unlawful destruction, or its loss, alteration, or unauthorized disclosure, or access.

For avoidance of doubt, Qt has no access nor impact on data handling in case of Insight Private Cloud.

6. CUSTOMER OBLIGATIONS

The Customer shall be responsible for:

1. acquiring and maintaining the functional status of the hardware, connections and software that the customer needs to use the Service;
2. the protection of Customer’s data system and telecommunication and other comparable costs related to use of the Service;
3. preparing the hardware, connections, software and data systems to meet the operating environment specifications delivered by The Qt Company.

The Customer shall not impose an unreasonable or disproportionately large load on the Insight Cloud infrastructure. Otherwise, Service may be suspended by The Qt Company.

Customer shall not nor attempt to, and will not permit or assist any other entity to or attempt to (i) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided by the Insight Cloud; or (ii) use the Insight Cloud or any part thereof in any manner other than as permitted herein; (iii) use the Insight Cloud in a way that infringes or misappropriates a third party’s intellectual property rights or personal rights; (iv) engage in any promotional or marketing activities that are deceptive, misleading, obscene, defamatory or illegal; (v) use any device, software or routine to interfere or attempt to interfere with the proper working of the Insight Cloud or any activities conducted on The Qt Company’s servers; (vi) alter or tamper with any information or materials on or associated with the Insight Cloud; (vii) provide access or login information to any 3rd party vendor or non-employee of the Customer without the written permission of The Qt Company; or (viii) resell or otherwise distribute the Service to third parties.

7. PRE-RELEASE FUNCTIONALITY

The Service may contain pre-release functionality marked or otherwise stated with appropriate designation such as “Technology Preview”, “Alpha”, “Beta”, “Sample”, “Example” etc. (“Pre-Release Functionality”).

Such Pre-Release Functionality may be present complimentary for the Customer, in order to provide experimental support or information for new platforms or preliminary versions of one or more new functionalities or for other similar reasons. The Pre-Release Functionality may not be at the level of performance and compatibility of a final, generally available, product offering. The Pre-Release Functionality may not operate correctly, may contain errors and may be substantially modified by The Qt Company prior to the first commercial product release, if any.

The Qt Company is under no obligation to make Pre-Release Functionality commercially available, or assume any obligations relating thereto. The Qt Company assumes no liability whatsoever regarding any Pre-Release Functionality, but any use thereof is exclusively at Customer’s own risk and expense.

8. LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Service is provided in all respects “as is”.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE QT COMPANY ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS AND AFFILIATES, DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH REGARD TO THE SERVICE. THE QT COMPANY DOES NOT WARRANT THAT THE SERVICE WILL SATISFY LICENSEE’S REQUIREMENTS OR THAT IT WILL OPERATE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE QT COMPANY BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OR GOODWILL OR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
IN NO EVENT SHALL THE QT COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED 10,000 EUROS.

THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE QT COMPANY AND THE CUSTOMER AND THE PARTIES HAVE RELIED UPON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

10. SUPPORT

Unless otherwise agreed, The Qt Company shall not provide any support to Customer for use of the Service during the Trial Period.

11. TERM AND TERMINATION 

This Agreement enters into force upon Customer’s acceptance and remains in force for the Trial Period.
Either Party shall have the right to terminate this Agreement upon thirty (30) days prior written notice if the other Party commits a material breach of any obligation of this Agreement and fails to remedy such breach within such notice period.

Instead of termination, The Qt Company shall have the right to suspend or withhold the Service, should the Customer violate or is reasonably suspected to violate its obligations or terms of this Agreement, and where such violation or breach is not cured within ten (10) business days following The Qt Company’s written notice thereof.

Customer has the right to terminate the Agreement and use of the Service at any time during the Trial Period without prior notice to The Qt Company.

12. PARTIES´ RIGHTS AND DUTIES UPON TERMINATION

Upon expiry or termination of this Agreement all rights and obligations of the Parties will be terminated.

Customer must terminate the traffic from Applications and Devices to Insight Cloud immediately after termination of this Agreement or use of the Service, failing which The Qt Company has the right to charge all the costs accrued for The Qt Company with reasonable margin.