Terms of Use

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AIQA Terms of Use

Effective starting February 8, 2023

These AIQA Terms of Use ("Agreement") is a binding agreement between Customer, as defined below, and AIQA and takes effect on the Effective Date. This Agreement governs software and service offerings.

BY ACCESSING OR USING THE SAAS, DOWNLOADING, INSTALLING, OR USING THE ON-PREMISE SOFTWARE, OR BY SIGNING THIS AGREEMENT, INCLUDING BY ACCEPTING IT ELECTRONICALLY, CUSTOMER (I) ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND ACCEPTS THIS AGREEMENT; (II) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (III) ACCEPTS AND AGREES THAT IT IS LEGALLY BOUND BY THIS AGREEMENT AND (IV) REPRESENTS AND WARRANTS THAT THE PERSON ACCEPTING THIS AGREEMENT HAS BEEN AUTHORIZED TO DO SO ON CUSTOMER’S BEHALF. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS OR USE THE SAAS OR DOWNLOAD, INSTALL OR USE THE ON-PREMISE SOFTWARE.

1. DEFINITIONS

1.1 “AUP” means the acceptable use policy located at https://aiqagroup.com/privacy/, as may be amended from time to time, which is incorporated herein by reference.

1.2“Authorized User” means Customer and Customer's employees, consultants, contractors, and agents:

1.2.1 who are authorized by Customer to access to the SaaS or use of the On-Premise Software subject to the license restrictions pursuant to this Agreement;

1.2.2 for whom access to the SaaS or use of the On-Premise Software has been purchased hereunder in accordance with the applicable Order.

1.3 “Confidential Information” means any information, business plan, concept, idea, know-how, process, technique, program, design, formula, prototype, algorithm, specifications, design plans, software documentation or work in process, any engineering, manufacturing, marketing, pricing, technical, financial, data, or sales information, or any information regarding suppliers, customers, employees, investors, or business operations, and any other information or materials, whether in written, or graphic, or any other form or that is and whether disclosed orally, or electronically, whether tangible or intangible and in whatever form or media provided, whether or not designated as “Confidential”, “Proprietary” or some similar designation if by the substance of the disclosure or the circumstances surrounding the disclosure, the information would be reasonably considered confidential or proprietary, or otherwise which is learned or disclosed in the course of discussions, studies, or together work undertaken between the parties.

1.4 “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by Customer or its Authorized Users or on Customer’s behalf through the SaaS or the applicable support portal.

1.5 “Customer" means the person or entity accessing the SaaS or purchasing the On-Premise Software.

1.6 “De-identified Data” has the meaning given in Section 5.2 below.

1.7 “DPA” or “Data Processing Addendum” means the data processing addendum located at https://aiqagroup.com/privacy/ as may be amended from time to time, which is incorporated herein by reference.

1.8 “Documentation” means AIQA's user manuals, handbooks, and guides relating to the SaaS or the On-Premise Software provided by AIQA to Customer either electronically or on AIQA’s website.

1.9 “Effective Date” means the earlier of (a) the date when Customer first accesses or uses the SaaS or downloads, installs, or uses the On-Premise Software or (b) the date when Customer signs or otherwise accepts this Agreement, or as otherwise specified in the applicable Order.

1.10 “Feedback” means any suggestion or idea for improving or otherwise modifying any of AIQA’s products or services. Feedback does not include any suggestion or idea to the extent that it solely addresses Customer’s products or services.

1.11 “Fees” means fees as described in the applicable Order.

1.12 “Initial Maintenance Term” means the initial maintenance term specified in the applicable Order.

1.13 “Initial Term” means the term specified in the applicable Order.

1.14 “International Trade Laws” means any applicable (i) Sanctions; (ii) U.S. export control Laws (including, without limitation, the International Traffic in Arms Regulations (22 CFR §§ 120-130, as amended), the Export Administration Regulations (15 CFR §§ 730-774, as amended) and any regulation, order, or directive promulgated, issued or enforced pursuant to such laws; (iii) laws pertaining to imports and customs, including those administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security (and any successor thereof) and any regulation, order, or directive promulgated, issued or enforced pursuant to such Laws; (iv) the anti-boycott laws administered by the U.S. Department of Commerce and the U.S. Department of the Treasury and (v) export, import and customs laws of other countries in which Customer has conducted and/or currently conducts business.

1.15 “Maintenance and Support Services” means the support set forth in AIQA’s Product Support Manual as it exists from time to time located at https://aiqagroup.com/privacy/. In addition, as part of the Maintenance and Support Services, AIQA may make available bug lists and other supplemental materials. AIQA makes no representations or warranties of any kind for these materials.

1.16 “On-Premise Software” has the meaning given in Section 3.1 below.

1.17 “Order” means an order form, quote, invoice, or other document issued by AIQA and executed or accepted by Customer, including electronically, describing the SaaS or On-Premise Software ordered, the Initial Term and Renewal Term of Customer’s subscription or license, the Initial Maintenance Term and Renewal Maintenance Term (if applicable), and any additional terms agreed to by the parties.

1.18 “Renewal Maintenance Term” has the meaning set forth in the applicable Order.

1.19 “Renewal Term” means the term for the SaaS or On-Premise Software commencing upon expiration of the Initial Term.

1.20 “SaaS” has the meaning given in Section 2.1 below.

1.21 “Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. governmental authorities (including, but not limited to, the Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, HM’s Treasury of the United Kingdom or any other relevant governmental authority.

1.22 “AIQA” means:

1.22.1 If Customer acquired the SaaS or On-Premise Software in the United States or Canada: AIQA Software Inc., a Delaware corporation, with its principal place of business at 450 Artisan Way, Somerville, MA 02145 or the affiliate listed in the applicable Order.

1.22.2 If Customer acquired the SaaS or On-Premise Software outside of the United States or Canada: AIQA (Ireland) Limited, with its principal place of business at Mayoralty House, Flood Street, Galway, Ireland, or the affiliate listed in the applicable Order.

1.23 “AIQA Assets” means the SaaS, On-Premise Software, Documentation, and all other software, other technology, works of authorship, and other assets owned or licensed by AIQA.

1.24 “Subscription Term” means the term specified in the applicable Order.

1.25 “Third-Party Claim” means an actual (not only threatened) third-party claim, suit, action, or proceeding.

1.26 “Usage Data” has the meaning given in Section 5.3 below.

1.27 “Warranty Period” means either:

1.27.1 For the SaaS, one (1) year after Customer’s initial access to the SaaS; or

1.27.2 For On-Premise Software, ninety (90) days after delivery of the On-Premise Software to Customer.

2. SAAS SPECIFIC TERMS

2.1 Access to the SaaS. “SaaS” means AIQA’s software-as-a-service offering(s) identified on the Order. AIQA hereby grants Customer and its Authorized Users the right to access and use the SaaS during the Subscription Term solely for Customer’s internal business operations in accordance with the terms and conditions herein and the restrictions set forth for the SaaS type applicable to Customer’s subscription located at https://aiqagroup.com/privacy/. AIQA shall provide Customer, upon the Effective Date (or as otherwise agreed in the applicable Order) the necessary passwords and access credentials to allow Customer and its Authorized Users to access the SaaS.

2.2 Account Use. Customer is responsible and liable for all uses of the SaaS resulting from Customer’s access to the SaaS and from access provided to others by Customer, directly or indirectly, whether or not such access or use is permitted by this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall comply, and shall ensure all Authorized Users comply, with all terms and conditions of this Agreement, all applicable laws, rules, regulations, guidelines, standards, and the AUP.

2.3 Passwords and Access Credentials. Customer is responsible for keeping passwords and access credentials associated with the SaaS confidential. Customer will not sell or transfer them to any person or entity other than Customer’s Authorized Users. Customer shall promptly notify AIQA about any unauthorized access to Customer’s passwords or access credentials.

3. ON-PREMISE SOFTWARE SPECIFIC TERMS

3.1 License Grant. “On-Premise Software” means AIQA’s on-premise software identified in the Order. AIQA grants to Customer a non-transferable, non-exclusive, non-assignable, revocable, royalty-free license to use the On-Premise Software in object code form on Customer’s premises for its internal business purposes in accordance with this Agreement, specifically including Section 4.1 (Use Restrictions), the applicable Order, and the restrictions set forth for the software license type applicable to Customer’s license located at https://aiqagroup.com/privacy/.

3.2 No Sale or Other Rights. Copies of the On-Premise Software created or transferred pursuant to this Agreement are licensed, not sold, and Customer receives no title to or ownership of the On-Premise Software itself or any copy. Furthermore, Customer receives no rights to the On-Premise Software other than those specifically granted in in Section 3.1 above (License Grant).

3.3 Delivery. AIQA shall deliver the On-Premise Software to Customer by email or other electronic means. Delivery is deemed to have occurred when the On-Premise Software has been made available to Customer for download.

3.4 Virtualization. The On-Premise Software may be installed within a virtual (or otherwise emulated) hardware system as long as (a) the use of the On-Premise Software meets the terms of the license type Customer purchased and (b) the virtual machines are run on hardware owned or leased by Customer. Virtualization technology may not be used to circumvent licensing terms or restrictions.

3.5 Backup Copy. Customer may make one copy of the On-Premise Software for the sole purpose of backing-up and archiving the On-Premise Software. Any such copy of the On-Premise Software is subject to all terms and conditions of this Agreement, including applicable license restrictions, and must contain the same titles, trademarks, and copyrights as the original.

4. SOFTWARE RESTRICTIONS

4.1 Use Restrictions. Customer shall not, and shall not permit any Authorized Users to, use the SaaS or the On-Premise Software, any software component of the SaaS or On-Premise Software, or the Documentation for any purposes beyond the scope of the rights granted in this Agreement and the terms of any Order provided by AIQA. Customer shall not, and shall not permit any Authorized Users to, at any time, directly or indirectly:

4.1.1 copy any features, functions or graphics of the SaaS, On-Premise Software, or any software component;

4.1.2 modify or create derivative works of all or any part of the SaaS, On-Premise Software, any software component, or the Documentation;

4.1.3 rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SaaS, the On-Premise Software, any software component, or any Documentation except as expressly permitted under this Agreement;

4.1.4 reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SaaS or the On-Premise Software, in whole or in part;

4.1.5 access or use the SaaS, On-Premise Software, or any software component in order to build a competitive product or service; or

4.1.6 remove any proprietary notices from the SaaS, On-Premise Software or Documentation.

4.2 AUP. In addition, Customer shall comply with the AUP.

5. CUSTOMER DATA

5.1 License to Customer Data. Customer hereby grants to AIQA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or useful for AIQA to provide the SaaS or On-Premise Software to Customer. Customer shall ensure that Customer Data and any Authorized User's use of Customer Data does not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data. Customer warrants that Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and Customer’s use of the SaaS or On-Premise Software complies with the AUP. Customer is responsible for obtaining all necessary rights, consents, and permissions necessary or useful to enable AIQA to use, provide, store, and otherwise process Customer Data, and Customer grants such rights and permissions to AIQA.

5.2 De-Identified Data. AIQA may use, reproduce, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including, but not limited to, aggregating such data with third party data, optimizing resources and support, research and development, and automating processes that enable continuous improvement, performance, optimization and development of new products and services. Customer recognizes and agrees that De-Identified Data is the property of AIQA. “De-Identified Data” refers to Customer Data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or Customer.

5.3 Usage Data. “Usage Data” refers to non-confidential (a) new information generated through analysis and other processing of Customer Data and (b) technical and usage information generated through monitoring or other observation of Customer’s and its users’ use of the SaaS or On-Premises Software. Customer recognizes and agrees that Usage Data is the property of AIQA.

5.4 Excluded Data. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to AIQA's SaaS, On-Premise Software, computers or other media, any data (a) in Customer’s production environments (as opposed to testing environments), (b) to be used in military or nuclear applications, (c) regulated pursuant to Health Insurance Portability and Accountability Act of 1996, as amended, or the Payment Card Industry Data Security standards from the Payment Card Industry Data Security Standards Council (the "Excluded Data Laws"), or (d) that would constitute special category or sensitive personal data under the General Data Protection Regulation or other applicable privacy laws (collectively, “Excluded Data”). CUSTOMER RECOGNIZES AND AGREES THAT:

5.4.1 AIQA HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND

5.4.2 AIQA’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Intellectual Property Ownership. As between Customer and AIQA, AIQA owns all right, title, and interest, including all intellectual property rights, in and to the SaaS, On-Premise Software, and Documentation.

6.2 License to Documentation. Subject to the terms and conditions contained in this Agreement, AIQA hereby grants Customer a non-exclusive, non-sublicensable, revocable, non-transferable license for Customer’s Authorized Users to use the Documentation solely for Customer’s internal business purposes in connection with Customer’s use of the SaaS or On-Premise Software.

6.3 Feedback. AIQA has not agreed to and does not agree to treat as confidential any Feedback (as defined above) Customer provides to AIQA, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict AIQA’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. Notwithstanding Section 9 (Confidentiality), Feedback will not be considered Customer’s Confidential Information or its trade secret.

6.4 Roadmaps. Customer recognizes and agrees that any information presented or disclosed to the Customer regarding new or upgraded features, product upgrades, patches, bug fixes, or upcoming products (collectively, “Roadmaps”) is for information purposes only, and AIQA is not required to deliver or implement any future updates, fixes, or other Roadmaps. Roadmaps are AIQA’s Confidential Information.

6.5 Reservation of Rights. AIQA reserves all rights related to AIQA Assets not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the AIQA Assets.

7. TERM AND TERMINATION

7.1 Agreement Term. The term of the Agreement shall commence upon Effective Date and shall continue until terminated in accordance with this Agreement. Termination or expiration of an Order does not terminate the Agreement; provided that either party may terminate this Agreement upon no less than one hundred and twenty (120) days’ prior written notice to the other party for any reason if at such time there are no outstanding Orders then currently in effect; provided Customer may not terminate pursuant to this sentence if it owes any outstanding Fees.

7.2 Term for SaaS or Software. The Initial Term for Customer’s use of the SaaS or On-Premise Software will commence when AIQA grants access to the SaaS or upon delivery of the On-Premise Software, as applicable. The end of the Initial Term and the periods for Renewal Terms for the SaaS or On-Premise Software will be set forth in the applicable Order. At the end of the Initial Term, the SaaS or On-Premise Software term will automatically renew, at the then-current and then-applicable subscription price for such SaaS or On-Premise Software, for the Renewal Term set forth in the Order, unless either party delivers written notice of non-renewal to the other party at least one hundred twenty (120) days prior to the end of the then-current Initial Term or Renewal Term. Notwithstanding the foregoing, if the applicable Order grants a perpetual license to On-Premise Software, the license will become perpetual upon full payment of the license fees for such On-Premise Software listed in the Order.

7.3 Termination.

7.3.1 Notwithstanding anything contained herein to the contrary, this Agreement may be terminated:

7.3.1.1 by either party for cause by written notice, without opportunity to cure, in the event that: (a) the other party fails to function as a going concern; (b) a receiver, trustee, or other custodian for the other party or its assets is appointed, applied for, or consented to; (c) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course; (d) the other party makes an assignment for the benefit of creditors; (e) the other party is liquidated or dissolved; or (f) any proceedings are commenced by or against the other party under any bankruptcy, insolvency, or debtor’s relief law and not dismissed within 60 days.

7.3.1.2 by either party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice thereof; or

7.3.1.3 by AIQA immediately by delivery of written notice to Customer if Customer violates Section 4 (Software Restrictions).

7.3.2 If this Agreement is terminated as set forth above, at AIQA’s option any outstanding Order shall continue until the expiration of its current term, and the terms and conditions of this Agreement shall continue to apply to such Order.

7.3.3 Termination does not restrict either party from pursuing any remedies available to it, including injunctive relief, or relieve Customer of its obligation to pay all fees that have already accrued or become payable hereunder.

7.3.4 Any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature is intended to survive termination of this Agreement, will survive any such termination.

8. FEES AND PAYMENT

8.1 Fees. Customer shall pay AIQA the Fees on the dates specified in the applicable Order. All payment obligations are non-cancelable and non-refundable, and Customer will not, except as expressly provided herein, be entitled to a refund of any amounts paid for the SaaS, On-Premise Software, Maintenance and Support Services, or any other amounts for any reason.

8.1.1 Except as otherwise stated herein or in an Order, AIQA may increase its Fees, including subscription and maintenance fees, no more frequently than once per calendar year and by an amount not to exceed AIQA’s prevailing prices to its customers generally for the applicable software or services. The foregoing notwithstanding, if the Initial Term or Initial Maintenance Term, as applicable, is two years or longer, yearly Fee increases will not begin until the start of the first Renewal Term. AIQA shall give Customer written notice of any increase at least 30 days before the increase goes into effect.

8.1.2 The licensing parameters, number of units, Fees, and time period purchased in the applicable Order cannot be decreased during the term of the Order. For subscriptions to the SaaS, all monthly subscription fees shall be paid in advance of the subscription period to which such payment relates. If a payment date is not otherwise specified in the applicable Order, Customer shall pay all Fees within thirty (30) days from the invoice date, without offset or deduction. Customer shall make all payments in the applicable currency on or before the due date.

8.1.3 If Customer fails to make any payment when due, without limiting AIQA's other rights and remedies:

8.1.3.1 AIQA may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

8.1.3.2 Customer shall reimburse AIQA for all reasonable costs incurred by AIQA in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and

8.1.3.3 AIQA may suspend access to the SaaS or On-Premise Software in accordance with Section 8.3 below (Suspension).

8.1.4 All Fees and other amounts payable by Customer under this Agreement are payable without deduction and are net of any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including any sales, use, excise, ad valorem, property, withholding, or value added tax withheld at the source. If applicable law requires withholding or deduction of such taxes or duties, Customer shall separately pay AIQA the withheld or deducted amount. For clarity, Customer is not responsible for any taxes imposed on AIQA's income.

8.2 Support Fees. If Customer purchased a subscription to the SaaS, Maintenance and Support Services are provided without additional charge as part of Customer’s subscription to the SaaS. If Customer purchased a license to use the On-Premise Software, Maintenance and Support Services are provided in consideration of payment of applicable annual maintenance and support fees. Maintenance and Support Services for On-Premise Software commence upon delivery of the On-Premise Software. Thereafter, the Initial Maintenance Term automatically renews, at the then-current and then-applicable annual maintenance fee, for subsequent one-year periods unless one party gives the other written notice of non-renewal at least one hundred and twenty (120) days before the end of the Initial Maintenance Term or the then-current Renewal Maintenance Term.

8.3 Suspension.

8.3.1 Notwithstanding anything to the contrary in this Agreement, AIQA may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the SaaS or On-Premise Software if:

8.3.1.1 there is a threat or attack on the SaaS or On-Premise Software that AIQA reasonably believes may compromise the data of AIQA’s customers;

8.3.1.2 Customer or any other Authorized User is using the SaaS or On-Premise Software in violation of the AUP; or

8.3.1.3 there is a material breach of this Agreement or the applicable Order by Customer, including failure to pay for the SaaS or On-Premise Software.

8.3.2 AIQA shall use commercially reasonable efforts: (a) to provide written notice of any suspension to Customer; and (b) to resume providing access to the SaaS or On-Premise Software as soon as reasonably possible after the event giving rise to the suspension is cured. AIQA will have no liability for any damage, liabilities, losses (including any loss of or profits), or other consequences that Customer or any other Authorized User may incur as a result of a suspension.

9. CONFIDENTIALITY

9.1 Confidential Information. From time to time, each party may disclose Confidential Information to the other party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. The receiving party shall protect the disclosing party’s Confidential Information using the same care as the receiving party uses to protect its own Confidential Information of similar importance, but in no event will the receiving party use less than reasonable care. The receiving party shall only use the disclosing party’s Confidential Information to perform its obligations and exercise its rights under this Agreement The parties agree that their mutual covenant not to disclose or use Confidential Information of the disclosing party shall not apply to any information to the extent that the information:

9.1.1 is, or at any time becomes a part of the public domain through no act or omission of the receiving party;

9.1.2 is independently developed by the receiving party without reference to or use of the Confidential Information of the disclosing party;

9.1.3 is rightfully obtained by the receiving party from a third party without any restrictions or obligations of confidentiality;

9.1.4 is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party;

9.1.5 is approved for release in writing by the disclosing party;

9.1.6 is required to be disclosed in response to a valid court order, authorized government agency, or to establish a party's rights under this Agreement, including to make required court filings; provided, that notice is given promptly to the party whose Confidential Information is to be so disclosed and the parties shall cooperate in seeking a protective order and engaging in other such efforts.

9.2 Protection Period. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire two (2) years after termination of this Agreement: however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

10. LIMITED WARRANTY

10.1 Limited Warranty. AIQA warrants that for the Warranty Period the SaaS or the On-Premise Software, as applicable, will perform materially in accordance with its Documentation. If, during the Warranty Period, the SaaS or the On-Premise Software fails to comply with the limited warranty set forth in this Section 10.1, and such failure is not excluded from this warranty pursuant to Section 10.2, AIQA shall, at its sole option, repair or replace the SaaS or the On-Premise Software; provided that Customer promptly notifies AIQA in writing of such failure and provides AIQA with all information and cooperation AIQA reasonably requests to resolve the reported failure, including sufficient information to enable AIQA to recreate such failure. If AIQA determines that neither repair nor replacement is commercially reasonable, AIQA may terminate the Order for such On-Premise Software, in its entirety or only with respect to the affected component or part, effective on written notice to Customer, in which case AIQA shall provide a pro-rata refund of any pre-paid fees. The remedies set forth in this Section 10.1 are Customer’s sole remedies and AIQA’s sole liability for breach of the warranty in this Section 10.1.

10.2 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10.1, THE SAAS AND ON-PREMISE SOFTWARE IS PROVIDED "AS IS," AND AIQA SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AIQA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AIQA MAKES NO WARRANTY OF ANY KIND THAT THE SAAS, THE ON-PREMISE SOFTWARE, OR ANY OTHER PRODUCTS OR SERVICES OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER’S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. INDEMNIFICATION

11.1 AIQA Indemnification. AIQA shall indemnify and defend Customer and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any Third-Party Claim that the SaaS, On-Premise Software, or any use of the SaaS or On-Premise Software in accordance with this Agreement, infringes or misappropriates such third party's registered patents, its copyrights, or its trade secrets.

11.2 Remediation.

11.2.1 If such a Third-Party Claim is made or AIQA anticipates such a Third-Party Claim will be made, Customer agrees to permit AIQA, at AIQA's sole discretion, to

11.2.1.1 modify or replace the SaaS, On-Premise Software, or any component thereof, to make it non-infringing; or

11.2.1.2 obtain the right for Customer to continue use the SaaS or the On-Premise Software, as the case may be.

11.2.2 If AIQA determines that neither alternative is commercially reasonable, AIQA may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and AIQA shall provide a pro-rata refund of any pre-paid fees.

11.2.3 This Section 11 sets forth Customer’s sole remedies and AIQA’s sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the SaaS or the On-Premise Software infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

11.2.4 This Section 11 shall not apply to the extent that any such Third-Party Claim arises out of:

11.2.4.1 Customer’s breach of this Agreement;

11.2.4.2 revisions to the Software made without AIQA’s written consent;

11.2.4.3 Customer’s failure to incorporate On-Premise Software updates or upgrades that would have avoided the alleged infringement, provided AIQA offered such updates or upgrades without charges not otherwise required pursuant to this Agreement;

11.2.4.4 AIQA’s modification of the Software in compliance with specifications provided by Customer;

11.2.4.5 use of the Software in combination with hardware or software not provided by AIQA, unless the Documentation or Specifications refers to a combination with such hardware or software (without directing the user not to perform such a combination); or

11.2.4.6 Customer Data uploaded to the SaaS or On-Premise Software by Customer or its agents.

11.3 Customer Indemnification. Customer shall indemnify and defend AIQA and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any Third-Party Claim:

11.3.1 that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; or

11.3.2 resulting from Customer’s breach of Section 5.4 (Excluded Data).

11.4 Indemnification Procedures.

11.4.1 The obligations of the indemnifying party (“Indemnitor”) with respect to a claim pursuant to Section 11.1 or 11.3 above (an “Indemnified Claim”):

11.4.1.1 include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments; and

11.4.1.2 will be excused to the extent that the other contracting party’s (“Indemnified Party’s”) or any of such Indemnified Party’s Associates’ (as defined below) failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense.

11.4.2 Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

11.4.3 A party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.

12. LIMITATION OF LIABILITY.

12.1 IN NO EVENT WILL AIQA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

12.2 IN NO EVENT WILL AIQA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO AIQA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. GENERAL PROVISIONS

13.1 Export Regulation. The SaaS and the On-Premise Software utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the SaaS, the software or technology included in the SaaS or On-Premise Software to, or the On-Premise Software, or make the SaaS, the software or technology included in the SaaS or the On-Premise Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the SaaS, the software or technology included in the SaaS or the On-Premise Software available outside the US.

13.2 Sanctions and Trade Laws. Neither Customer nor any of its directors, officers, employees or agents is: (a) the subject or target of any Sanctions; (b) named in any Sanctions-related list maintained by a relevant government entity; (c) located, organized or resident in any country, territory or geographical region which is itself the subject or target of any Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine) (any such jurisdiction, a “Sanctioned Jurisdiction”); or (d) owned or controlled by any such person or persons described in the foregoing clauses (a)-(c) (any such person described in clauses (a)-(d), a “Sanctioned Person.”).

Customer shall not sublicense, distribute, or otherwise make available AIQA: (a) in any Sanctioned Jurisdiction or to a Sanctioned Person; or (b) in any other manner that would cause any person, including AIQA, to violate any applicable International Trade Laws. Customer shall not engage in any activity that would cause any other person, including any party to this Agreement, to violate applicable International Trade Laws. None of the execution, delivery, or performance of any obligation of this Agreement, the payment of any amount due under this Agreement, or the consummation of the transactions contemplated hereby would cause any person, including AIQA, to violate any applicable International Trade Laws. Customer, at all times within the last five (5) years, has conducted its transactions in accordance with all applicable International Trade Laws.

13.3 Force Majeure. AIQA is not liable for delay in the performance of its duties, obligations, or responsibilities hereunder due to force majeure. A force majeure impediment is an event which occurs after acceptance of orders, and which is beyond AIQA’s reasonable control, including without strikes, blockade, war, mobilization, natural disaster, pandemic, epidemic, refusal of license by government, or other stipulations or restrictions by the authorities, Internet service failures, delays or availability issues (including downtime or service outages) or any other similar or dissimilar cause beyond the control of AIQA. Notwithstanding the foregoing, a force majeure does not extinguish Customer’s obligations to pay the applicable Fees hereunder.

13.4 U.S. Government End Users. This Section 13.4 applies to all access to the SaaS or acquisitions of the On-Premise Software by or for the United States Federal government, including by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the Federal government. The Software and related documentation were developed at private expense and are “Commercial Items”, as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with and subject to 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7702-4, as applicable, the Commercial Computer Software is being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms herein. Any provisions of this Agreement that are inconsistent with federal procurement regulations or other federal law are not enforceable against the U.S. Government. Unpublished rights reserved under the copyright laws of the United States.

13.5 Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

13.6 Publicity. Customer grants to AIQA, during the term of this Agreement, a non-exclusive, worldwide, royalty-free right and license to copy and use Customer’s name, logo and other trademarks (as provided by Customer) in AIQA’s customer lists and other marketing or public relations materials; provided that AIQA observes all guidelines and other instructions or requirements regarding trademark use provided by Customer. All goodwill associated with Customer’s trademarks inures solely to Customer, and AIQA shall take no action to damage the goodwill associated with the trademarks or with Customer.

13.7 Pre-Printed Terms. The terms of any purchase order or other document relating to the transactions issued by Customer shall not apply nor supersede the terms of this Agreement or any applicable Order.

13.8 Notices. Any notices to AIQA must be sent to AIQA’s applicable corporate headquarters address set forth in the preamble to this Agreement and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by AIQA. Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from AIQA. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the SaaS or the On-Premise Software. Customer agrees that any notices, agreements, disclosures, or other communications that AIQA sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

13.9 No Waiver. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure by AIQA to act with respect to a breach of this Agreement by Customer or others does not constitute a waiver and will not limit AIQA’s rights with respect to such breach or any subsequent breaches.

13.10 Dispute Resolution. In the event of a dispute, prior to initiating any action, Customer shall submit a description of the dispute to the appropriate AIQA representative (“Dispute Notice”). If the parties are unable to resolve the dispute within ten (10) business days after the Dispute Notice, either party may call for escalation by written notice to the other (“Escalation Notice”). In that case each party shall select an executive with the authority to make commitments that would resolve the dispute, and the two executives shall meet within ten (10) business days after the Escalation Notice and shall negotiate in good faith to resolve the dispute. Except to the extent necessary to prevent irreparable harm or to preserve rights or remedies, neither party shall initiate arbitration or litigation until ten (10) business days after the executives have met to negotiate.

13.11 Assignment. This Agreement is personal to Customer and may not be assigned or transferred for any reason whatsoever without AIQA’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Notwithstanding the foregoing, either party may assign this Agreement, without prior written consent, in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of either party’s assets. AIQA expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

13.12 Compliance. In keeping with AIQA’s compliance program, AIQA complies with policies covering ethics and business conduct, interest, anti-bribery and corruption, environmental protection, and whistleblower protection. AIQA’s employees are also required to comply with these policies.

13.13 Entire Agreement. This Agreement, together with the DPA, AUP, and Order constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

13.14 Amendment. AIQA may amend this Agreement from time to time by posting an amended version at its Terms of Use page on AIQA’s website with the date of the amendment and notifying Customer of the amended version through communications from Customer’s AIQA account manager. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives AIQA written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Renewal Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Section 7 (Term and Termination). Customer’s continued use of the SaaS of On-Premise Software following the effective date of an amendment will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party, including through an Order as described in Section 13.15 below (Order of Precedence). AIQA may revise the DPA or the AUP at any time by posting a new version on its Website, and such new version will become effective on the date it is posted, provided if such amendment materially reduces Customer’s rights or protections, the notice and consent procedures above will apply to the DPA or AUP amendment.

13.15 Order of Precedence. If the terms of any attachment to the Agreement or any Order or other purchase document conflicts with the Agreement, the Agreement will control, with the following exceptions:

13.15.1 The DPA will control over the Agreement as to any provision relating to data subject to the DPA.

13.15.2 The parties may modify particular provisions of the Agreement as to that Customer only by setting forth the modified provisions, with a reference to the particular provision of the Agreement being modified and to this Section 13.15 in an Order executed by both parties.

AIQA Privacy Notice

Effective Date: July 8, 2022

Last Updated: July 8, 2022

This Privacy Notice (the “Notice”) applies to personal information collected by, or provided to, AIQA Software Inc., and/or its affiliates and subsidiaries (collectively "AIQA”, "we", “us", “our") via the websites, applications, and electronic communications from which it is linked (collectively, the “Platform”). This Notice describes how AIQA uses the personal information that it collects, receives, maintains, and stores about you. This Notice does not apply to Customer Data (as defined in the AIQA Terms of Use) processed, stored, or hosted by our customers using AIQA’s products and services. Our customers are responsible for deciding how Customer Data is used, so please see their applicable privacy notice for more information.

1. Types of personal information Collected

We may collect personal information from or about you in order to provide, enhance, market, and offer our products and services offered via the Platform, and to otherwise communicate with you. This section describes the categories of personal information we may collect, including personal information we have collected in the past twelve months. You are not required to give us all the personal information identified in this Notice; however, if you do not provide requested personal information, we may not be able to provide you with some or all of our services.

Contact and Demographic Information –name; address (including billing and shipping address); telephone number; email address; and fax number.

Payment Information – If you make a purchase, we will collect your payment information including your credit card information and billing address, together with your purchase details.

Account Information – We may also collect user ID and password, and screen name.

Location Data –While navigating the Platform, your mobile device or browser may share your location data, both through WiFi and GPS, and IP address or MAC address. We will collect this information based on the settings of your phone and browser.

Usage Information – We may also collect usage and device information when you visit the Platform. This may include information relating to your Internet activity or other electronic network activity, which includes device information; web server type and version; PHP version; database type and version; cookie information; device information; browsing activities, and platform or mobile application use data; referring domain; destination domain and destination path; performance, security, software configuration and availability of our software on your servers and network; website user statistics and website and portal use and viewing activity records; and communication preferences.

Education and Employment Information – If you apply for employment with AIQA, we will collect your employment and work history, as well as personal information related to your potential employment. This may include, but is not limited to, your education and employment history, address and contact information, demographic information, and the contents of your resume.

Communication Information- We may collect audio, electronic, or visual information, which includes screen sharing views; any data in any files uploaded, emailed or otherwise provided by customers; the contents of your communications with AIQA, whether via email, social media, telephone or otherwise; and inferences we may make from other personal information we collect.

2. Method of Information Collection

We collect personal information in a variety of ways. We collect personal information directly from you; for example, when you visit our websites, respond to a survey, participate in a telephone interaction, fill out a registration form or otherwise use our software, or communicate with us through one of our websites to receive information about our business to business services or to schedule a demonstration of our products or programs, and if you expressed interest in being contacted by us at a trade show in which we participated or hosted.

We may also collect personal information from third parties. For example, we may collect personal information from service providers that help us to build and maintain our contact lists, that integrate their services into ours, or in other ways work with us for our mutual benefit.

We also collect personal information from you passively. For example, our Platform uses tracking tools like cookies, pixels, and web beacons to collect usage and browser information. For more information about the trackers that we use, please see Section 6 of this Notice. Additionally, if you enable location data on your device, this data will be collected based on the location settings on your device.

3. Combining Personal Information

We may combine personal information we obtain. For example, we may combine personal information that we have collected online with personal information that we have collected offline, for instance during calls between you and our support team. We may also combine personal information that we have collected across other third party sites or from other third parties with personal information we already have.

4. How We Use Personal Information

To the extent permitted by applicable law, we may use personal information to:

  • operate our Platform and provide support to our business functions;
  • fulfill customer requests, such as to create a AIQA account or complete customer purchases;
  • protect against criminal activity, claims and other liabilities;
  • send customers information regarding AIQA, our Platform, and our products and services;
  • respond to reviews, comments, or other feedback provided to us;
  • support and personalize our Platform, products and services, websites, mobile services, and advertising;
  • protect the security and integrity of our Platform, content, and our business;
  • provide customer support;
  • the extent required for benchmarking, data analysis, audits, developing new products, enhancing our Platform, facilitating product, software and applications development, improving our services, conducting research, analysis, studies or surveys, identifying usage trends, as well as for other analytics purposes;
  • meet our contractual requirements;
  • comply with applicable legal or regulatory requirements and our policies;
  • communicate with our customers, including to provide them with information about our products, programs, services and promotions;
  • market, advertise, and provide our Platform; and
  • the extent necessary for any other lawful purpose for which the personal information is collected.

5. Sharing personal information

We may share your personal information in the following circumstances:

  • Within AIQA – We may share your personal information within our family of companies.
  • Service Providers – When we hire a service provider to help operate the Platform or our business, we may allow access to personal information as necessary to perform the service for us. This may include service providers that operate our Platform, send our communications, or run our promotions.
  • Business Partners – We may share personal information with our trusted business partners. For example, we may share your personal information with a company when we co-sponsor a promotion or service. These partners may use your personal information to, among other things, send you information or contact you about their services and products.
  • Third Parties for Marketing Purposes –To the extent permitted by applicable law, we may share personal information with third parties for purposes of our marketing, advertising, promotions, contests, or other similar purposes.
  • Legal Obligation or Protection from Harm - When we have a good faith belief that access, use, preservation or disclosure of the personal information is reasonably necessary to (a) satisfy or comply with any requirement of law, regulation, legal process, or enforceable governmental request, (b) enforce or investigate a potential violation of the Terms of Use, (c) detect, prevent, or otherwise respond to fraud, security or technical concerns, (d) support auditing and compliance functions, or (e) protect the rights, property, or safety of AIQA, its users, or the public against harm.
  • Mergers, Acquisitions, Divestitures- If we are involved in a merger, acquisition, or any form of transfer or sale of some or all of our business, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, personal information may be transferred along with the business. Where legally required we will give you prior notice and, if you have a legal right to do so, an opportunity to object to this transfer.
  • Purposes described to you – We may share your personal information for other purposes, as we describe to you and as permitted by applicable law.

6. Cookies and Other Technologies

We collect information about users over time on the Platform by using several common types of cookies and other tracking technologies including log files, pixel tags, web bugs, web beacons, clear GIFs, Local Storage Objects (LSOs) such as HTML5 and Flash or other similar technologies to collect information about the ways you interact with and use the AIQA Platform, to support and enhance features and functionality, to monitor performance, to personalize content and experiences, for marketing and analytics, and for other lawful purposes. We may also permit third parties that collect information in this way on our behalf and for their own purposes. Cookies are small files that download when you access certain websites. For more information about cookies visit: http://www.allaboutcookies.org/. 

To assist us with analyzing our website traffic through cookies and similar technologies, we use analytics services such as Google Analytics. For more information on Google Analytics’ processing of your information, please see “How Google uses data when you use our partners' Platforms or apps.” You can opt-out of Google Analytics by installing Google’s opt-out browser add-on.

These cookies may be placed by us (first-party) or by a third party. These cookies may also be Flash Cookies. To learn how to manage privacy and storage settings for Flash cookies click here. We may use cookies that are session-based or persistent. Session cookies expire when you close your browser or turn off your device. Persistent cookies remain on your device after you close your browser or turn off device.

We may use a variety of cookies:

Type of Cookies

Description

Required

Required cookies are essential for the operation of AIQA Products and Services. They include, for example, cookies that allow you to access secure areas of the Platform and using our services.

Performance

These cookies collect information about how you use the AIQA Products and Services, including which pages you go to most often and if they receive error messages from certain pages. The information collected via these cookies is only used to improve how the Platform functions and performs.

Functionality

Functionality cookies allow the Platform to remember information you have entered or choices you make (such as your username, language, or your region) and provide enhanced, more personal features. These cookies also enable you to optimize your use of the Platform after logging in. These cookies can also be used to remember changes you have made to text size, fonts and other parts of web pages that you can customize.

Targeting or Advertising

From time-to-time, we may engage third parties to track and analyze usage and volume statistical information from individuals who visit the Platform. We sometimes use cookies delivered by third parties to track the performance of our advertisements. For example, these cookies remember which browsers have visited the Platform. The information provided to third parties does not include Personal Data, but this information may be re-associated with Personal Data after we receive it.

By way of example, as you visit the Platform, advertising cookies may be placed on your computer so that we can understand what you are interested in. Our advertising partners then enable us to present you with retargeted advertising on other sites based on your previous interaction with the Platform.

Third parties, with whom we partner to provide certain features on the Platform or to display advertising based upon your web browsing activity, use Flash cookies to collect and store information. Flash cookies are different from browser cookies because of the amount of, type of, and how data is stored.

Most internet browsers accept cookies by default. You can accept, or block cookies by activating the setting on your browser that allows you to reject all or some cookies. You may also be able to change your cookie preferences via the Platform. The help and support area on your internet browser should have instructions on how to block or delete cookies. Some web browsers (including some mobile web browsers) provide settings that allow you to control or reject cookies or to alert you to when a cookie is placed on your computer, tablet or mobile device. Although you are not required to accept cookies, if you block or reject them, you may not have access to all of the features available through the AIQA Products and Services.

To find out more on how to manage and delete cookies, visit aboutcookies.org. For more details on your choices regarding use of your web browsing activity for interest-based advertising you may visit the following sites:

On a mobile device, you may also be to adjust your settings to permit or limit ad tracking.

7. Children Under the Age of 13

The Platform is meant for adults and we will not knowingly collect personal information from any person under the age of 13 without permission from a parent or guardian. The Platform is not designed to attract the attention of persons under the age of 13. If you are a parent or legal guardian and think your child has given us information you can email us at [email protected]. You can also write to us at the address listed in the “Contact Us” section of this Notice. Please mark your inquiries “COPPA Inquiry.”

8. Your Choices

Depending on where you are located, you may have certain choices about how we use your personal information, including the right to access, receive a copy of, correct, delete, and opt-out of the processing of, your Personal Data. To exercise your rights (including to opt-out of marketing communications) please email us at [email protected] or by following the instructions included in the email or text correspondence.

Please note that, even if you unsubscribe from certain correspondence, we may still need to contact you with important transactional or administrative information, as permitted by law. Additionally, if you withdraw your consent or object to processing, or if you choose not to provide certain personal information, we may be unable to provide some or all of the services to you.

9. California Privacy Rights

Pursuant to California’s Shine the Light statute (Cal. Civ. Code § 1798.83), you can control if we share personal information with third parties for their marketing purposes. To opt-out of us sharing your personal information with third parties for such purposes, email us at [email protected] include “Marketing Opt-Out” in your request.

In addition, pursuant to the California Consumer Privacy Act of 2018 (“CCPA”), California residents may have certain other rights concerning their personal information. This section describes (i) the categories of personal information collected and disclosed by AIQA, subject to CCPA, (ii) your privacy rights under CCPA, and (iii) how to exercise those rights.

When we use the term “personal information” in this section, we mean information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.

a. Personal Information We Collect.

During the past twelve (12) months we and our service providers have collected the categories of personal information set forth below. We may disclose each of these categories of personal information to our service providers for our business purposes (to enable the service providers to provide their services) and as otherwise described in the “How We Disclose Personal Information” section above. We will not collect additional categories of personal information or use personal information collected for additional purposes without providing you notice.

  • Identifiers (for example, name, postal address, date of birth, email address, IP address, and online identifiers);
  • Categories of personal information as defined by Cal. Civ. Code § 1798.80 (for example, name, signature, Taxpayer Identification Number, telephone number, passport number, driver’s license number, insurance policy number, account numbers);
  • Protected classifications under California or federal law (for example, age, citizenship status, national origin or ancestry);
  • Commercial information (for example, transaction history);
  • Internet or other electronic network activity information, including information on your usage of our Sites;
  • Geolocation data;
  • Sensory data (for example, audio from call recordings);
  • Employment related information; and
  • Inferences drawn from any information identified above to create a profile.

b. Your Privacy Rights.

In accordance with the CCPA, California residents may exercise, under certain conditions, the following privacy rights with respect to their personal information. Please note: you will not be discriminated against in any way if you exercise the rights listed below, which means we will not deny goods or services to you, provide different prices or rates for goods or services to you, or provide a different level or quality of goods or services to you.

Privacy Right

Description

Notice

You may have the right to be notified, at or before the point of collection, of the categories of personal information we collect and the purposes for which they will be used and shared.

Access

You may have the right to request the categories of personal information that we collected in the previous twelve (12) months, the categories of sources from which the personal information was collected, the specific pieces of personal information we have collected about you, and the business purposes for which such personal information is collected and shared. You may also have the right to request the categories of personal information which were disclosed for business purposes, and the categories of third parties in the twelve (12) months preceding your request for your personal information.

Data Portability

You may have the right to receive a portable copy of the personal information you have previously provided to us.

Erasure

You may have the right to ask us to delete (and have us direct our service providers to delete) your personal information. However, please be aware that we may not fulfill your request for deletion if we (or our service provider(s)) are required or permitted to retain your personal information for one or more of the following categories of purposes: (1) to complete a transaction for which the personal information was collected, provide a good or service requested by you, or complete a contract between us and you; (2) to ensure our website integrity, security, and functionality; (3) to comply with applicable law or a legal obligation, or exercise rights under the law (including free speech rights); or (4) to otherwise use your personal information, internally, in a lawful manner that is compatible with the context in which you provided the information.

To Opt-Out

We do not sell your personal information. If in the future we do sell your personal information, we will notify you and you may have the right to opt-out of such sale.

c. How to Exercise Your Rights.

If you would like to exercise your rights listed above, please send (or have your authorized agent send) an email to [email protected], or call us toll free at +1 (617) 684 2600. 

d. How We Respond to Your Requests.

In all cases, we will respond to your request within 45 days. However, where reasonably necessary, we may extend our response time by an additional 45 days, provided we send you notice of such extension first. We will provide the information to you via your preferred delivery mechanism. If the information is provided to you electronically, we will provide you the information in a portable format and, to the extent technically feasible, in a machine readable, readily usable format that allows you to freely transmit this information without hindrance.

Please note that we will not charge you for making a request, provided that you make no more than two (2) requests per year. If you make three (3) or more requests in any given twelve (12) month period, we may refuse to respond to such requests, if determined by us to be unfounded or excessive (e.g. repetitive in nature), or we may charge a reasonable fee taking into account the administrative costs of providing the information or communication or taking the action requested. If we refuse to act on the request, we will provide you notice and the reason for our refusal to act.

10. Information for Individuals in the EU and UK

In accordance with European and UK law (collectively, the “GDPR”), individuals in the EU and/or UK may have additional rights relating to the collection and processing of personal information. 

a. Basis for Processing

Our legal basis for processing the personal information described in this Notice will depend on the personal information concerned and the context in which we process it. We process personal information from you:

  • where we need it to perform a contract with you;
  • where the processing is in our legitimate interests (including the purposes described, above, in How We Use personal information);
  • where the processing is necessary for us to meet our applicable legal obligations; or
  • if we otherwise have your consent.

b. Your Privacy Rights

Depending on applicable law, you may have the right to:

  • Request access to your personal information.
  • Request correction of your personal information.
  • Request erasure of your personal information. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
  • Object to processing of your personal information.
  • Request restriction of processing of your personal information..
  • Request the transfer of your personal information to you or to a third party.
  • Withdraw consent at any time where we are relying on consent to process your personal information.

If you wish to exercise any of these rights or would like further information please contact us at [email protected]. Depending on the nature of your request, we may need to verify your identity.

Depending on where you are located, you may have a right to lodge a complaint with a supervisory authority or other regulatory agency if you believe that we have violated any of the rights concerning personal information. We encourage you to first reach out to us at [email protected] or using the address in the “Contact Us” section below, so we have an opportunity to address your concerns directly before you do so.

11. Storage, Security and Retention of Information

We take reasonable steps to protect the personal information users share with us, including, but not limited to, setup of processes, equipment and software to avoid unauthorized access or disclosure of this information. No transmission of information via the Internet can be entirely secure, however, so please always use caution when submitting personal information. We will retain your personal information in compliance with the uses described in this Notice, as well as to comply with our legal, financial reporting, or compliance obligations.

12. Transfers of Personal Information

We process and store personal information both inside the United States and overseas. If you live outside of the United States, be advised that we may transfer your personal information to the United States and other countries, whose laws may not provide the same protections as the laws in your country. Personal information transferred outside of the European Economic Area will be subject to the appropriate safeguards pursuant to GDPR and other applicable law, including without limitation, standard contractual clauses approved by the European Commission.

13. Privacy Shield Framework

In accordance with the Court of Justice of the European Union’s (CJEU) invalidation of the Privacy Shield Framework as a valid transfer mechanism, we no longer rely on the EU–US Privacy Shield Framework as a legal mechanism for transfers of personal data of its EU and/or UK based users to the US. However, to demonstrate our commitment to privacy, we maintain our adherence to the Privacy Shield principles of notice, choice, accountability for onward transfer, security, data integrity and purpose limitation, access, recourse, enforcement and liability (the “Privacy Shield Principals”). We remain subject to the investigatory and enforcement powers of the US Federal Trade Commission (FTC). If there is any conflict between the terms in this Privacy Notice and the Privacy Shield Principles, the Privacy Shield Principles shall govern, but this does not limit any more protective rights you may have under applicable laws. In the context of an onward transfer, we have responsibility for the processing of personal data we receive under the Privacy Shield and subsequently transfer to a third party acting on our behalf. We shall remain liable under the Privacy Shield Principles if this third party processes such personal data in a manner inconsistent with the Privacy Shield Principles, unless we prove that we are not responsible for the event giving rise to the alleged damage. In certain circumstances, the Privacy Shield Framework provides the right to invoke binding arbitration to resolve complaints not resolved by other means, as described in Annex I to the Privacy Shield Principles in each of the Privacy Shield Frameworks. To learn more about the Privacy Shield program, and to view our certification, please visit https://www.privacyshield.gov/.

In compliance with the Privacy Shield Principles, AIQA commits to resolve complaints about our collection or use of your personal information. EU and Swiss individuals with inquiries or complaints regarding our Privacy Shield policy should first contact AIQA at:

Legal Department
AIQA Software Inc.
450 Artisan Way
Somerville, MA 02145
Phone: +1 (617) 684-2600
[email protected]

AIQA has further committed to refer unresolved Privacy Shield complaints to JAMS, an alternative dispute resolution provider located in the United States. If you do not receive timely acknowledgment of your complaint from us, or if we have not addressed your complaint to your satisfaction, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information or to file a complaint. The services of JAMS are provided at no cost to you.

14. Links to Third Parties and their Sites

Our Platform may include third party content and links to third party websites and services that collect personal information. We do not control these third parties and this Notice does not apply to their privacy practices. We are not responsible for the practices of these third parties or how they use information you provide to them. Please read the third parties’ privacy policies carefully.

15. Contacting AIQA

If you have any questions about this Notice or the privacy practices of AIQA please email us at [email protected]

Our European representative can be contacted by email at [email protected], or by writing to:

General Counsel, Legal Dept.

Mayoralty House, Flood Street

Galway, Ireland

Our United Kingdom representative can be contacted by email at [email protected], or by writing to:

General Counsel, Legal Dept.

3 More London Riverside

London, SE1 2AQ

England

If you are contacting us to exercise your rights with respect to your personal information as detailed in this Notice, we ask you to please adhere to the following guidelines:

  • Tell Us Which Right You Are Exercising: Specify which right you want to exercise and the personal information to which your request relates (if not to you). If you are acting on behalf of another consumer, please clearly indicate this fact and your authority to act on such consumer’s behalf;
  • Help Us Verify Your Identity: Provide us enough information to verify your identity. For example, provide us (at a minimum) your full name, address, and phone number. Please note that if we cannot initially verify your identity, we may request additional information to complete the verification process. Any personal information you disclose to us for purposes of verifying your identity will solely be used for the purpose of verification.
  • Direct Our Response Delivery: Inform us of the delivery mechanism with which you prefer to receive our response. You may specify, for example, email, mail, or through your account (if you have one with us).

Please note that you do not need to create an account with us in order to make a request to exercise your rights hereunder.

16. Updates

This Notice may be amended from time-to-time. Unless otherwise indicated, any changes to this Notice will apply immediately upon posting to the Platform so please check our site periodically for updates. You can see when this Notice was last updated by reviewing the “Last Updated” legend at the top of this page. We will provide notice of material changes by updating the Notice here, and communicating with you in the manner and format in which we typically communicate with you in our regular course of business, as required by applicable law.

AIQA Trial Terms of Use

These Trial Terms of Use (these “Trial Terms”) are a binding agreement between you ("Customer," "you," or "your") and AIQA Software Inc., a Delaware corporation with its principal place of business at 450 Artisan Way, Somerville, MA 02145 ("AIQA," "we,", “our” or "us"). These Trial Terms govern your use on a trial basis (a “Trial”) of either (a) AIQA’s Software as a Service offering in which we host our software for your use (the “Service”), or (b) AIQA’s software which we deliver to you for use on your premises (the “Licensed Software”).

THESE TRIAL TERMS TAKE EFFECT WHEN YOU ACCESS OR USE THE SERVICE OR DOWNLOAD, INSTALL OR USE THE LICENSED SOFTWARE AS PART OF A TRIAL (THE "EFFECTIVE DATE"). BY ACCESSING OR USING THE SERVICE, OR BY DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE AS PART OF A TRIAL, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TRIAL TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TRIAL TERMS AND, IF ENTERING INTO THESE TRIAL TERMS FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THESE TRIAL TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TRIAL TERMS. IF YOU DO NOT ACCEPT THESE TRIAL TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE OR DOWNLOAD, INSTALL OR USE THE LICENSED SOFTWARE AS PART OF A TRIAL. YOU MAY NOT ACCESS THE SERVICE OR THE LICENSED SOFTWARE AS PART OF A TRIAL IF YOU ARE A COMPETITOR OF AIQA, EXCEPT WITH OUR PRIOR WRITTEN CONSENT.

1. Free Trial Version.

If you register for a free Trial offered by AIQA, AIQA will make the Service or Licensed Software available to you on a temporary basis (the “Trial Version”) free of charge until the end of the free trial period for which you registered (the “Trial Period”). The Trial Version may be used only by you to review, evaluate and demonstrate the Service or Licensed Software internally. The Trial Version may have limited features. The Trial Version may cease operating after the end of the Trial Period ends or when your use has exceeded the number of uses provided by AIQA based on an internal metering mechanism within the Trial Version itself. Regardless of any such metering, you must stop use of the Service or Licensed Software, as the case may be, at the end of the Trial Period or when the number of specified uses have exceeded their limit.

2. Restrictions.

2.1 General Restrictions. You shall not: (a) use the Trial Version of the Service or the Licensed Software for any commercial purposes whatsoever, including but not limited to training, application deployment or production purposes; (b) disclose the results of performance benchmarks obtained using the Trial Version of the Service or the License Software to any third party without AIQA’s prior written consent; (c) use the Trial Version other than for the sole purpose of determining whether to purchase access to the Service or a license to the Licensed Software; or (d) access or use the Trial Version of the Service, or download the Trial Version of the Licensed Software, under more than one username.

2.2 Licensed Software Restrictions. If you are using the Trial Version of the Licensed Software, in addition to the restrictions set forth in Section 2.1 above, you shall not (a) alter the contents of a hard drive or computer system to enable the use of the Trial Version for an aggregate period in excess of the Trial Period; or (b) use the Trial Version to update Licensed Software that is no longer eligible for maintenance and support services.

3. No Warranty.

THE TRIAL IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AIQA HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS WITH REGARD TO (A) THE SERVICE, INCLUDING BUT NOT LIMITED TO SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS; (B) THE LICENSED SOFTWARE; AND (C) MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AIQA DOES NOT GUARANTEE THAT (A) THE SERVICE OR THE LICENSED SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT AIQA WILL CORRECT ALL ERRORS IN THE SERVICE OR THE LICENSED SOFTWARE; (B) THE SERVICE OR THE LICENSED SOFTWARE WILL OPERATE IN COMBINATION WITH YOUR DATA, OR WITH ANY OTHER SOFTWARE, HARDWARE, SYSTEMS, OR DATA; (C) YOUR DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND (D) THE SERVICE OR THE LICENSED SOFTWARE, INCLUDING ANY PRODUCTS, INFORMATION OR OTHER MATERIAL YOU OBTAIN FROM AIQA UNDER THESE TRIAL TERMS, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT AIQA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE OR THE LICENSED SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. AIQA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. AIQA IS NOT RESPONSIBLE FOR THE SECURITY OF ANY DATA THAT YOU USE OR CREATE AS PART OF THE TRIAL. AIQA RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO THE SERVICE OR THE LICENSED SOFTWARE, OR ANY TRIAL VERSION THEREOF, AT ANY TIME WITHOUT NOTICE.

4. Limitation of Liability.

IN NO EVENT WILL AIQA BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER AIQA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL AIQA'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY TRIAL OR THESE TRIAL TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED ONE HUNDRED US DOLLARS ($100.00).

5. Privacy.

Personal Information collected during a Trial will be handled in accordance with AIQA’s Privacy Policy.

6. Governing Law and Jurisdiction.

These Trial Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to these Trial Terms or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

7. Miscellaneous.

These Trial Terms, together with the AIQA Data Processing Addendum set forth at https://aiqagroup.com/privacy/, if applicable, and AIQA’s Privacy Policy set forth at https://aiqagroup.com/privacy/, each as may be amended by AIQA from time to time, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The terms of any purchase order or other document relating to the transactions contemplated by these Trial Terms or delivered by you to AIQA shall not apply. Any notices to us must be sent to our corporate headquarters address set forth in the preamble to these Trial Terms and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to any Trial, the Service or the Licensed Software. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Trial Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Trial Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Trial Terms and to delegate any of its obligations hereunder.

Software License and Services Types

The On-Premise Software licenses or access to SaaS granted in the applicable Terms of Use located at https://aiqagroup.com/privacy/) are subject to the following terms as specified in the applicable Order:

Access to SaaS

Single (Named) Access: all SaaS access under this access type is single access, meaning it can be accessed by only one Authorized User, with a unique username and password. Access to the SaaS may not be reassigned other than for the permanent transfer of access to the SaaS to another Authorized User if the eligible Authorized User is no longer employed by Customer upon written notice to AIQA. An eligible Authorized User may access the SaaS with a unique username and password on only one device at a time.

Floating (Concurrent) Access: all SaaS access under this access type can be accessed for different users and machine combinations, but only one at a time and has a floating access key. The number of running instances of the SaaS or the number of individuals simultaneously having access to the access may not exceed at any one time the number of floating seats. One computer or computing device shall be designated as the “access server”, where the SaaS is accessed, and all other devices will require access to the access server to run the SaaS.

Usage-Based Access: access to the SaaS under this access type is (i)  on a time-based or unit-based basis during the Subscription Term as set forth in an Order and (ii) restricted to one computer or computing device, which is applicable to the AlertSite and VirtServer products.

Freeware or Free Version Access (“Free Trial”): all SaaS access under this access type are limited to the Authorized User who is specifically named in the SaaS registration and may only be used on one computer or computing device at a time. This access is not eligible for Maintenance and Support Services other than the materials and discussion groups that may be accessed generally via the AIQA online community at https://aiqagroup.com/privacy/.

On-Premise Software License Types

Fixed (Named) License: all On-Premise Software licensed under the terms of this license type are single instance, meaning it can be activated by only one Authorized User, with a unique username and password, on a single computer, computing device and has a fixed license key. Customer must acquire and dedicate a license for each Authorized User that Customer wishes to access the On-Premise Software. A separate license is required for each Authorized User and shall not be shared. The On-Premise Software may not be reassigned other than for the permanent transfer of the license to another Authorized User if the eligible Authorized User is no longer employed by Customer upon written notice to AIQA. An eligible Authorized User may access the On-Premise Software with a unique username and password on one device at a time.

Floating (Concurrent) License: all On-Premise Software licensed under the terms of this license type can be activated for multiple Authorized Users, service accounts and machine combinations including virtual machines and containerized environments. The number of running instances of the On-Premise Software or the number of Authorized Users simultaneously having access to the On-Premise Software may not exceed at any one time the number of floating seats licensed. In private networks, one computer or computing device shall be designated as the “license server”, where the license is installed, and all other devices will require access to the license server to run the On-Premise Software.

Node-Locked License: all On-Premise Software licensed under the terms of this license type is for use on a specified computer or computing device. This license will be “bound” to the designated computer or computing device and will only function on this computer or computing device. This license permits the use of a single instance of the On-Premise Software, which functions on a single computer or computing device.

Server Application License: all On-Premise Software applications licensed under the terms of this license type can be installed on one server machine and may be accessed by multiple Users. The license key is dedicated to the designated computer or computing device and will only function on this computer or computing device.

Usage-Based License: all On-Premise Software licensed under the terms of this license type is (i) licensed on a unit-based basis during the Subscription Term as set forth in an Order and (ii) restricted to a computer or computing device, which is applicable to the AlertSite and VirtServer products.

Freeware or Free Version License (“Free Trial”): all On-Premise Software licensed under the terms of this license type is licensed to an individual Authorized User who is specifically named in the On-Premise Software registration and may only be used on one computer or computing device at a time. These licenses are not eligible for Maintenance and Support Services other than the materials and discussion groups that may be accessed generally via the AIQA online community at https://community.aiqagroup.com.

All capitalized terms used and not defined herein shall have the meanings ascribed thereto in the AIQA Terms of Use.

AIQA Acceptable Use Policy

This Acceptable Use Policy (“Policy”) applies to the use of AIQA Software Inc. (“AIQA”) Software as a Service offerings and any other product or service from which this Policy is linked (collectively the “SaaS”). This Policy is in addition to any other terms and conditions pursuant to which AIQA provides the SaaS to you.

AIQA may make reasonable modifications to this Policy from time to time by posting a new version of this document on the AIQA website. Unless otherwise specified, revisions are effective immediately upon posting. Accordingly, we recommend that you visit the AIQA website regularly to ensure that your activities conform to the most recent version of this Policy. Your continued access to, or use of, the SaaS on or after the effective date of any changes to this Policy constitutes your acceptance of any such updates.

Questions about this Policy (e.g., whether any contemplated use is permitted) and reports of violations of this Policy should be directed to Business-Support@aiqagroup.com

You agree not to use, and not to encourage or permit any person to use, the SaaS in a manner prohibited by this Policy. Prohibited uses and activities include, without limitation, any use of the SaaS in a manner that, in AIQA’s reasonable judgment, involves, facilitates, or attempts any of the following:

Conduct and Information Restrictions

  • violating any law of, or committing conduct that is tortuous or unlawful in, any applicable jurisdiction;
  • displaying, performing, sending, receiving or storing any content that is obscene, pornographic, lewd, lascivious, or excessively violent, regardless of whether the material or its dissemination is unlawful;
  • advocating or encouraging violence against any government, organization, group, individual or property, or providing instruction, information, or assistance in causing or carrying out such violence, regardless of whether such activity is unlawful;
  • uploading, posting, publishing, transmitting, reproducing, creating derivative works of, or distributing in any way information, software or other material obtained through the SaaS or otherwise that is protected by copyright, trade secret or other intellectual property right, without obtaining any required permission of the owner;
  • deleting or altering author attributions, copyright notices, or trademark notices, unless expressly permitted in writing by the owner;
  • transmitting sensitive personal information of an individual in a manner that can be associated with such individual, including without limitation Social Security number, government-issued identification number, health or medical information (including protected health information as defined by the Health Insurance Portability and Accountability Act of 1996, as amended), credit card or debit card number, financial account information, access codes and PINS, date of birth, or user account credentials.
  • obtaining unauthorized access to any system, network, service, or account;
  • interfering with service to any user, site, account, system, or network by use of any program, script, command, or otherwise;
  • evading spam filters, or sending or posting a message or email with deceptive, absent, or forged header or sender identification information;
  • transmitting unsolicited bulk or commercial messages commonly known as “spam;”
  • sending large numbers of copies of the same or substantially similar messages, empty messages, or messages which contain no substantive content, or large messages or files that disrupts a server, account, blog, newsgroup, chat, or similar service;
  • participating in the collection of large numbers of email addresses, screen names, or other identifiers of others (without their prior consent), a practice sometimes known as spidering or harvesting, or participate in the use of software (including “spyware”) designed to facilitate this activity;
  • falsifying, altering, or removing message headers;
  • using the Services to record or monitor a phone call or other communication without securing consent from the participants, as required under applicable law; or
  • impersonating any person or entity, engage in sender address falsification, forge anyone else's digital or manual signature, or perform any other similar fraudulent activity (for example, “phishing”).

Technical Restrictions

  • accessing any third party computer or computer system, network, software, or data without their knowledge and consent; breaching the security of another user or system; or attempting to circumvent the user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other hosts, networks, or accounts without express permission to do so;
  • using or distributing tools or devices, material or other information, designed or used for compromising security or whose use is otherwise unauthorized, such as password guessing programs, decoders, password gatherers, keystroke loggers, analyzers, cracking tools, packet sniffers, encryption circumvention devices, viruses, ransomware, or Trojan horse programs;
  • copying, distributing, or sublicensing any proprietary software provided in connection with the SaaS by AIQA;
  • distributing programs that make unauthorized changes to software;
  • attempting to bypass or break any security mechanism on any of the Services, or using the SaaS in any other manner that poses a material security or service risk to AIQA or any of its other customers;
  • launching or facilitating, whether intentionally or unintentionally, any denial of service attack on any of the Services, or any other conduct that adversely impacts the availability, reliability, or stability of the Services; or altering, modifying, or tampering with the SaaS or permitting any other person to do the same who is not authorized by AIQA;

Network and Usage Restrictions

  • restricting, inhibiting, or otherwise interfering with the ability of any other entity, to use or enjoy the SaaS, including posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to use, send, or retrieve information;
  • restricting, inhibiting, interfering with, or otherwise disrupting or cause a performance degradation to the SaaS or any AIQA host, server, backbone network, node or service, or otherwise cause a performance degradation to any AIQA facilities used to deliver the SaaS; or
  • interfering with computer networking or telecommunications service to any user, host or network, including, without limitation, denial of service attacks, flooding of a network, overloading a service, improper seizing and abusing operator privileges, and attempts to “crash” a host.

This Policy is in addition to any other terms and conditions under which AIQA provides the SaaS to you. In the event of a conflict between the terms of this Policy and any other terms and conditions applicable to you, the terms of this Policy shall prevail.

AIQA RESERVES THE RIGHT TO NOTIFY ITS CUSTOMERS OF ANY INFORMATION THAT AFFECTS THE SECURITY OF THE SAAS.

This Policy was last updated on May 17, 2022.

AIQA Data Processing Addendum

(Worldwide (includes GDPR and CCPA))

1. Purpose

This Data Processing Addendum (this “Addendum”) forms a part of, and is incorporated by reference into, the AIQA Terms of Use (the “Agreement”) entered into between AIQA Software Inc. and its subsidiaries and affiliates (collectively, “AIQA”) and you or the entity that you represent (the “Customer”) (together the “Parties”) . Notwithstanding anything to the contrary in the Agreement, if there is a conflict between this Addendum and the Agreement, this Addendum will control. 

2. Definitions

Capitalized terms used but not defined have the meaning given in the Agreement.  Other terms in this Addendum, which are not defined in the Agreement or this Addendum, shall have meanings consistent with any corresponding terms in Data Protection Law.

a. “Data Protection Law” means any applicable law relating to data security, data protection and/or privacy including, without limitation, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“EU GDPR”), Retained Regulation (EU) 2016/679 (the “UK GDPR”, and together with the EU GDPR, the “GDPR”)) and the UK Data Protection Act of 2018, and the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et. seq.) (“CCPA”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

b. “Personal Data” means any information relating to, that describes, is reasonably capable of being associated with, or could reasonably be linked to an identified or identifiable natural person (“Data Subject”), and which is Processed by AIQA on behalf of Customer pursuant to the Agreement. An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. 

c. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.

d. “Process”, “Processing” or “Processed” means any operation or set of operations which is performed upon Personal Data whether or not by automatic means, including collecting, recording, organizing, storing, adapting or altering, retrieving, consulting, using, disclosing, making available, aligning, combining, blocking, erasing and destroying Personal Data.

e. “Services” means the provision of AIQA products and services as set forth  in the Agreement.

f. “Standard Contractual Clauses” means, with respect to (i) the UK GDPR, the standard contractual clauses (controller to processor module) set out in the European Commission’s Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 as modified by the  UK Addendum to the EU standard contractual clauses (effective 21 March 2022), and (ii) the EU GDPR, the standard contractual clauses (controller to processor module) set out in the European Commission’s Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament as may be amended or replaced by the European Commission from time to time.

g. “Subprocessor” means any third party which Processes Personal Data on behalf of AIQA.

3. Scope; Role of the Parties

a. This Addendum applies only to the extent Personal Data subject to Data Protection Laws is Processed by AIQA.  The Parties acknowledge and agree that for purposes of the GDPR, with regard to the Processing of Personal Data, (i) Customer is the Data Controller, (ii) AIQA is a Data Processor, and (iii) AIQA may engage Subprocessors pursuant to the requirements set forth in Section 5 below.  Further details of the Processing activities under this Addendum are set forth in Schedule 1.

b. Customer represents and warrants that it has a legal basis for Processing Personal Data, and the authority and right, including consent where required, to lawfully transfer Personal Data to AIQA.  Customer shall comply with all applicable Data Protection Laws in connection with the Personal Data, including without limitation in connection with providing all required notices, and obtaining all required consents, regarding the Processing and transfer of Personal Data.  Customer acknowledges and agrees that the Services are designed to be for content-neutral, general use and are not designed to Process sensitive or special category data.

4. Obligations of AIQA

a. Limitations on Use; Instructions. AIQA shall, and shall require that Subprocessors shall, Process Personal Data only: (i) on behalf of Customer and in accordance with Customer’s documented instructions (which shall, for purposes of this DPA, constitute the instruction to Process Personal Data for purposes of performing the Services in accordance with the Agreement, or such other instructions as may be agreed in writing between the Parties), including with regard to transfers of Personal Data to a third country or an international organization; (ii) when required to do so by applicable law to which AIQA is subject.  In such case, AIQA will inform Customer of that legal requirement before processing, unless prohibited by applicable law; and (iii) in compliance with this Addendum and all applicable Data Protection Law.

b. Security. AIQA has implemented and will maintain commercially reasonable technical and organizational measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.  Having regard to the state of the art and the cost of their implementation, AIQA agrees that such measures shall ensure a level of security appropriate to the risks represented by the Processing and the nature of Personal Data to be protected. AIQA may update the technical and organizational measures from time to time in light of technical development.

c. Confidentiality. AIQA will treat all Personal Data as confidential information in accordance with the Agreement. AIQA will take reasonable steps to ensure that its personnel who have access to the Personal Data are obligated to keep such Personal Data confidential.

d. Notice of Certain Events.  AIQA will promptly notify Customer about: (i) any instruction which, in its opinion, infringes Data Protection Law; (ii) any complaint, communication or request received directly by AIQA or a Subprocessor from a Data Subject and pertaining to their Personal Data, or from a regulatory authority in connection with the Personal Data, in each case without responding to that request unless it has been otherwise instructed and authorized to do so by Customer or is required to do so by applicable law; or (iii) any change in legislation applicable to AIQA or a Subprocessor which is likely to have a substantial adverse effect on AIQA’s ability to comply with its obligations under this Addendum.

e. Breach Response.  AIQA shall notify Customer without undue delay after becoming aware of a Personal Data Breach, and AIQA shall take reasonable steps to prevent any further Personal Data Breach and to mitigate any resulting damage to Personal Data resulting from the same.  AIQA shall take appropriate steps to provide Customer with prompt cooperation and assistance in relation to any notifications that Customer is required to make as a result of the Personal Data Breach.  Further, upon written request, AIQA shall provide Customer with reasonable assistance in relation to any data protection impact assessment or regulatory consultation that Customer is legally required to make in respect of Personal Data.

f. Data Subject/Supervisory Authority Request. AIQA will provide Customer with reasonable cooperation and assistance in relation to any complaint, communication or request received from a Data Subject or a data protection supervisory authority. Notwithstanding any provision herein to the contrary, the AIQA’s obligations as set forth in this Section shall apply only to the extent Customer does not have the ability to access the required information directly through the applicable AIQA service.

g. Audit and Certifications.  To the extent required by applicable Data Protection Laws, and upon Customer’s reasonable written request (not less than 120 days in advance) and at mutually agreed upon times no more than once in any 12 month period, and subject to the confidentiality obligations set forth in the Agreement, AIQA shall make available to Customer reasonable written information, in the form of access to AIQA’s books and records, regarding AIQA’s compliance with the obligations set forth in this Addendum. Customer shall use its best efforts to minimize disruption to AIQA and its business operations.

h. Return or Disposal. The Parties agree that upon termination of the Services in so far as they relate to Personal Data, AIQA shall, and shall require all Subprocessors to, at the choice of Customer, return all Personal Data and copies thereof to Customer, or securely destroy all Personal Data and certify to Customer that they have done so, unless prohibited by applicable law.

5. Sub-Processors.

a. Customer hereby generally authorizes AIQA to appoint Subprocessors for purposes of Processing Personal Data pursuant to the Agreement. 

b. Upon Customer’s request, or as otherwise required by applicable Data Protection Laws, AIQA shall make available information about Subprocessors which, to AIQA’s actual knowledge, will Process Personal Data.  This information may be made available by AIQA online via a URL provided by AIQA to Customer and shall be updated by AIQA from time to time. 

c. AIQA will inform Customer of any new Subprocessor which, to AIQA’s actual knowledge, will be Processing Personal Data and is engaged during the term of the Agreement, including by updating the URL or Customer portal or account information or by emailing Customer before the new Subprocessor commences Processing of Personal Data. If Customer can reasonably show that the appointment of a new Subprocessor will have a material adverse effect on Customer’s ability to comply with applicable Data Protection Laws, then Customer must promptly notify AIQA in writing within fifteen (15) business days thereafter of its reasonable basis for objection to the use of the applicable new Subprocessor. Upon receipt of Customer’s written objection, Customer and AIQA will work together without unreasonable delay to agree upon an alternative arrangement.  If a mutually acceptable and reasonable alternative arrangement is not found,, then Customer may terminate the Agreement only with respect to those Services that cannot be provided by AIQA without the use of the new Subprocessor. Unless prohibited by applicable Data Protection Laws, in the event of such early termination by Customer, AIQA may retain or require payment under the Agreement through the end of Customer’s current contract term for the terminated Services.

d. In the event AIQA engages Sub-Processors in connection with the Services, AIQA shall place the same or similar obligations as those in this Addendum on such Sub-Processors or other obligations required by applicable Data Protection Law, and shall remain fully liable to Customer for the acts or omissions of such Sub-Processors, as if they were the acts or omissions of AIQA.

6. International Transfers of Personal Data.

Any transfers (whether between Customer and AIQA, or AIQA and a Sub-Processor) of Personal Data protected by the GDPR, and/or the UK GDPR, to a country outside the European Economic Area (“EEA”) or United Kingdom ("UK") that does not offer adequate protection for such Personal Data, shall be subject to the applicable Standard Contractual Clauses, which are incorporated herein by reference. In the event of inconsistencies between the provisions of the Standard Contractual Clauses and this Addendum or other agreements between the Parties, the Standard Contractual Clauses shall take precedence, but only with respect to Personal Data transferred outside of the EEA or UK.  The information set forth in Schedule 1 constitutes the information required to be included in the schedules and appendices to the Standard Contractual Clauses, and the Parties’ signatures to this Addendum are deemed to also constitute signature of the Standard Contractual Clauses to the extent the same may be required to be separately executed.

7. CCPA Compliance

To the extent applicable and pursuant to the CCPA, with respect to “personal information” as defined by the CCPA which AIQA may Process in connection with its performance of the Services, AIQA agrees and certifies that it will not:

a. Sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, such personal information to another business or a third party for monetary or other valuable consideration; or

b. Retain, use, disclose, collect, sell, use, or otherwise process such personal information (i) for any purpose other than for the specific purpose of, and as necessary for, performing Services for Customer pursuant to the Agreement, or (ii) as otherwise permitted by the CCPA.

AIQA further agrees to cooperate and assist Customer in fulfilling and complying with any consumer rights request pursuant to the CCPA.

8. Legal Requests

Unless prohibited by applicable law, in the event that AIQA is required by law, court order, warrant, subpoena, or other legal judicial process (“Legal Request”) to disclose any Personal Data to any person or entity other than Customer (including, without limitation, pursuant to any US government surveillance order of which AIQA is aware), AIQA shall notify Customer promptly and shall provide all reasonable assistance to Customer, at Customer’s cost, to enable Customer to respond or object to, or challenge, any such Legal Requests.  AIQA shall not disclose Personal Data pursuant to a Legal Request unless it is required to do so under applicable law and has otherwise complied with the obligations in this Section.

9. Miscellaneous

The Parties acknowledge and agree that the limitations and exclusions of liability set forth in the Agreement shall also apply with respect to this Addendum.

Upon termination of the Agreement, AIQA’s relevant obligations under this Addendum shall survive to the extent AIQA continues to Process Personal Data. To the extent a conflict exists between this Addendum and the Agreement, the terms of this Addendum shall prevail.

Schedule 1

Details of the Processing of Personal Data

1. The nature and purpose of the Processing:

AIQA’s performance of its Services under the Agreement.

2. The duration of the Processing:

The duration of the Processing is for so long as AIQA performs the Services for Customer, or Processes Personal Data received from Customer, or in the context of providing the Services under the Agreement. 

3. The types of personal data:

Personal Data Processed relating to the following categories of data: all categories of data related to the Processing associated with the Services provided by AIQA for or on behalf of Customer.  Personal Data Processed does not include special categories of Personal Data.

4. The categories of data subjects:

Personal Data Processed relating to the following categories of Data Subjects:  Employees and other personnel of Customer.

5. Processing Instructions:

Personal Data Processed shall be subject to the following Processing activities in addition to any activities set forth the Agreement:  Processing by AIQA (or Sub-Processors) related to the provision of the Services to Customer, in accordance with the terms and conditions of this Addendum and the Agreement.

6. Obligations and Rights Of Customer:

The obligations and rights of Customer are set forth in the Agreement and this Addendum.

7. Technical and Organizational Measures:

AIQA implements and maintains industry standard technical and organizational measures to protect the security of Personal Data that it processes in connection with its Services.  Such measures include, as appropriate to the nature of the Personal Data processed, but are not limited, to:

  • Firewall protections
  • Access controls
  • Protections against viruses and malware
  • Implementation of security settings
  • Implementation of updates to fix bugs and security vulnerabilities
  • Regular data backups

This Data Processing Addendum was last updated on May 17, 2022.