Terms and conditions

This Terms of Use governs access to and use of SQAI, an AI-powered platform for software testing, that SQAI-Suite provides pursuant to this Terms of Use (the “Services”).

End-User wishes to use the Services in its business operations.

SQAI-Suite has agreed to provide and the End-User has agreed to use SQAI provided by SQAI-Suite subject to the terms and conditions of this Terms of Use.

This Terms of Use prevails over the terms issued by the End-User, even if SQAI-Suite did not expressly protest against such terms and shall supersede and take precedence over purchase orders and general terms and conditions of the End-User or any other written or oral communications between the Parties if not referred to expressly in this Terms of Use.

End-User acknowledges that he has read this Terms of Use, understands it and agrees to be bound by the terms and conditions. End-User further agrees that this Terms of Use constitutes the entire and exclusive Terms of Use with respect to SQAI to be provided.

1.     Services and Support

1.1. Provision of Services.

1.   Upon payment of the due amounts, SQAI-Suite grants to End-User a non-exclusive, non-transferable, non-sublicensable right to access and use SQAI as stated in this Terms of Use and specified in the Offer for End-User’s business operations. SQAI-Suite may subcontract to third parties any part of SQAI. In particular, SQAI-Suite may utilize third-party service providers to provide amongst others, but not limited to, connectivity, AI services, data center services, database services and security services. The End-User shall not use, print, copy, adapt, modify, translate or alter SQAI in whole or in part except as expressly provided in this Terms of Use, in a separate written Terms of Use or as permitted by compelling law.

2.   End-User shall notify SQAI-Suite immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, use reasonable efforts to stop any unauthorized use of SQAI, that is known or suspected by End-User, and not provide false identity information to gain access to or use SQAI. The End-User must not use SQAI in any way that causes, or may cause, damage to SQAI or impairment of the availability or accessibility of SQAI. The End-User must not use SQAI in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

1.2. Limitations on Use of Services.

1.   End-User shall not remove any identification, proprietary, copyright or other notices in SQAI or the documentation. In addition, End-User has no permission to reverse SQAI into source code, to decompile, disassemble, or analyze SQAI by “reverse engineering”, to create derivative works of SQAI, to merge SQAI with other software, to sublicense, sell, lease or otherwise encumber its rights granted by SQAI-Suite (unless expressly authorized by SQAI-Suite) and each attempt thereto shall constitute an infringement, unless such act is expressly permitted by compelling law.

2.   In case of infringement, SQAI-Suite reserves all its rights to prove and obtain compensation for its full damages incurred by such infringement. This article does not prevent SQAI-Suite from obtaining an equitable relief in summary or other proceedings.

3.   The End-User must not use SQAI in any way that causes, or may cause,  damage to SQAI or impairment of the availability or accessibility of SQAI.

4.   The End-User must not use SQAI in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.   Term and termination

1.   Access to the platform of SQAI-Suite (hereinafter called the “Services”) is granted until terminated. SQAI-Suite may terminate this Terms of Use if End-User fails to comply with these terms.

3. Intellectual Property.

3.1. Ownership.

1.   Except as expressly set forth in this Terms of Use, SQAI-Suite will own and retain all right, title and interest in and to (a) SQAI, including all software, improvements, enhancements or modifications thereto, (b) any software, applications, inventions  or other technology developed as part of any maintenance or support, and (c) all Intellectual Property Rights related to any of the foregoing. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

2.   All rights in and to SQAI not expressly granted to End-User in this Terms of Use are reserved by SQAI-Suite. No license is granted to the End-User except as to use of  SQAI as expressly stated herein.

3.2. Reservation of Rights.

1.  This Terms of Use does not grant SQAI-Suite any rights to End-User’s data or the Intellectual Property Rights embodied in that data except for the limited rights expressly set forth in this Terms of Use.

2.  This Terms of Use does not grant End-User (i) any rights to the Intellectual Property Rights in SQAI or (ii) any rights to use the SQAI-Suite trademarks, logos, domain names, or other brand features unless otherwise agreed.

3.3. Suggestions.

While we appreciate it when users send us feedback, comments or suggestions about SQAI (“Feedback”), End-User irrevocably agrees that SQAI-Suite may, at its discretion and for any purpose, use, modify, and incorporate any such Feedback into its products and services, license and sublicense, without any obligation to End-User.

4. Warranties.

4.1. General.

1.  SQAI-Suite represents that it is free to enter into this Terms of Use and it has not made or will not make any grant or assignment which can or might prevent or interfere with the full performance of its obligations under this Terms of Use. Parties agree that they will act in good faith at all times and shall not bring each other in disrepute. SQAI-Suite represents and warrants that it will provide SQAI in a professional manner consistent with general industry standards.

2.  SQAI-Suite warrants that SQAI will not contain any viruses that (1) would disable the software or any computer systems, network or data of the End-User or (2) that would permit SQAI-Suite or any third party to access the software or any computer system, network or data of the End-User or (3) that would permit any third party to track, monitor or otherwise report the operation and the use of the software or any computer system, network or data of the End-User. The End-User warrants that it will at all times use SQAI in conformity with   the directives and instructions of SQAI-Suite and will take all measures to safeguard the integrity and security of such services and any goods or materials in connection with it. Notwithstanding the foregoing, SQAI-Suite shall have no obligations under this warranties if it appears that End-User has not used SQAI in line with directives and instructions of SQAI-Suite.

4.2. Warranty disclaimer.

SQAI-Suite does not warrant that SQAI will meet End-User’s performance requirements or that SQAI will operate in accordance with End-User’s expectations. Before signing this offer End-User has studied SQAI and its performance and accepts responsibility for selection of SQAI, its use and the results to be obtained therefrom. Except as expressly provided for in this Terms of Use, SQAI-Suite makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded. To the fullest extent permitted by law, except as expressly stated in this Terms of Use, neither SQAI-Suite nor its partners make any warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use, or noninfringement. Neither SQAI-Suite nor its licensors make any warranty about any content or information in or from an end user or End-User services account. SQAI-Suite is not responsible for the accuracy, completeness, integrity, appropriateness, or legality of data, declaration proposals, or any other information shared or posted by a End-User or its users.

5. Indemnification and Limits of Liability.

1.  For as far as permitted by law, the following limits of liability shall apply:

• SQAI-Suite shall not be liable in any manner whatsoever for the data output obtained through use of SQAI. End-User shall, at its own expense, indemnify, defend and hold SQAI-Suite harmless from and against any claim(s) brought against SQAI-Suite by a third party arising out of, or related to, End-User’s use of the data output obtained from use of SQAI.
• In no event shall SQAI-Suite’s liability include any consequential damage arising out of  the provision and/or use of SQAI and/or any documentation related to it, or any other damage which has not been caused directly and immediately by a fault of SQAI-Suite.
• The liability for deficiencies in the infrastructure services and/ or any third party software is limited to the liability of the cloud provider and/or third party software provider towards SQAI-Suite.
• For direct damages resulting out of SQAI (excluding damages or claims resulting from data output of SQAI), the liability of the Parties under this Terms of Use shall be limited to 100% of the yearly  purchased  total license fee of the year in which the damage occurs by the End-User.

2.  SQAI-Suite shall defend and hold End-User harmless from any claims, lawsuits or legal     actions instituted against End-User by any third party that are based on the argument that SQAI constitute infringement of copyrights protected in those countries where SQAI is permitted to be used. SQAI-Suite shall have the sole control of the defense and settlement of the claim. The obligations of SQAI-Suite in the terms of this article are expressly subordinated to the following terms:

§  End-User must inform SQAI-Suite immediately and by registered mail with acknowledgement of receipt of any claim or legal action based on the infringement of a copyright, and

§  End-User must communicate to SQAI-Suite any information available to End-User regarding this claim, and

§  End-User must co-operate, completely, with SQAI-Suite in all matters of the  defense, the dispute or the settlement of the claim.

§  If End-User fails to comply with the above, it shall be liable for all the extra costs, damages, interests and legal expenses which are caused by this failure to comply. End-User shall also be liable for any settlement or any transaction concluded without the prior written Terms of Use of SQAI-Suite.

§  If the use of SQAI leads to a legal action for copyright infringement, then SQAI-Suite shall, at any time and at its own expense take any of the following actions:

• • Replace SQAI with non-infringing Services and/or Documentation, or alter it so as to eliminate any infringement, or
  • Stop the provision of the infringing part of SQAI and/or Documentation and refund End-User the appropriate part of the paid fees, related to the infringing part of SQAI
  • Obtain for End-User the right to use the infringing Services.

The above is the only and exclusive obligation and warranty of SQAI-Suite with respect to copyrights.

3.  SQAI-Suite offers no warranty in the area of patent infringement, or any other industrial  and intellectual right, except with respect to copyright as stated above.

4.  SQAI-Suite shall not be liable in any way with respect to End-User if the claim or infringement is founded on or caused by the following actions performed by  any other party than SQAI-Suite:

• The combination of SQAI with equipment, systems or software  supplied by a third party without SQAI-Suite’s prior written approval, or
• Any modification or alteration of Services by End-User or a third party, or by SQAI-Suite performed at End-User’s instruction, or
• The use of SQAI for purposes other than those for which it is  intended.

SQAI-Suite’s liability for End-User’s infringement of any third party’s right is limited to that stipulated above.

6. General.

6.1. Assignment.

End-User may not assign any part of this Terms of Use without SQAI-Suite’s prior written   consent, except that no such consent will be required with respect to an assignment of this Terms of Use to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void. This clause does not limit the right of End-User to make the content of this Terms of Use public for operational business purposes.

6.2. Severability.

If any provision of the Terms of Use is held to be void or unenforceable under applicable law, this shall not cause the other provisions of the Terms of Use to be void or unenforceable. In such cases Parties shall replace the affected provision by a different provision that is not void or unenforceable and that represents the same intention that Parties had with the original provision.

6.3. Governing Law.

This Terms of Use is exclusively governed by Belgian law. In case of disputes or claims with respect thereto, the Courts of Belgium (Antwerpen) shall have sole jurisdiction.

6.4. Entire Terms of Use.

This Terms of Use including all attachments, exhibits and Order Form(s), is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral Terms of Uses and communications relating to the subject matter of this Terms of Use.

6.5. Force Majeure.

Neither SQAI-Suite nor End-User will be liable for inadequate performance to the extent caused by a condition that was beyond the Party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance, an epidemic or pandemic. Any delay resulting from such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstance. In such an event each Party shall notify the other Party of the expected duration of the force majeure event.