Qii.AI
Qii.AI is a software platform which enables remote, digital inspections. Qii.AI is proprietary to Industrial SkyWorks Inc. (“ISW”), which manages and hosts Qii.AI for its licensees and their registered users, including mobile, desktop, and cloud-based applications (“Qii.AI”). These terms of use set out the license terms and conditions pursuant to which ISW will make Qii.AI available to the person or entity purchasing the licenses hereunder (the “Licensee”) and its validly registered users, such as employees or approved contractors (each, a “Registered User”). Access and use of Qii.AI by the Licensee or a Registered User is subject to these terms of use.
By clicking “Accept” when the user registers for Qii.AI, the user is deemed to have read and accepted these terms of use and enters into a binding agreement with ISW.
License
Contingent upon payment of the applicable License Fee (defined below), the Licensee and each Registered User is granted a personal, non-transferable, non-sublicensable, and non-exclusive right to access and use Qii.AI in connection with the Licensee’s digital inspection activities, for the period of time covered by the License Fee.
The basic license fee to access Qii.AI (the “License Fee”) for any given period of the term is specified in the order or pricing plan selected by the Licensee at the commencement of the License, or as has otherwise been agreed in writing by ISW. Subject to the foregoing, ISW may adjust Qii.AI pricing at any time, provided that the License Fee will not be adjusted for the first twelve (12) months of the term of the License and the Licensee will be provided with at least ninety (90) days notice of any increase in the License Fee after that.
ISW will invoice the Licensee periodically in accordance with the pricing plan selected by the Licensee at the commencement of the License. Payment is by pre-authorized credit card transaction or electronic funds transfer. Payment is due within fifteen days of invoice. Any delay in payment will entitle ISW to suspend the Licensee and any of its Registered Users from accessing Qii.AI, without notice.
These terms of use may be varied from time to time by ISW, provided that any such variation will have effect only upon the next following renewal of the License, upon notice in writing by ISW to Licensee.
Maintenance and Support
The Licensee acknowledges that there may be short intervals when Qii.AI or one or more of its component elements may not be accessible due to emergency or planned maintenance requirements. ISW will use its best efforts to plan any such interruptions so as to avoid inconvenience to Qii.AI users and will endeavor to provide timely notice of all such service interruptions.
The License entitles the Licensee and those of its employees or contractors who are Registered Users, to onboarding support, technical support, and Qii.AI training, so long as the License remains in good standing.
Data and Intellectual Property
Data provided to ISW for processing for use in Qii.AI (“Data”) shall remain the exclusive property of the Licensee and the only interest ISW will have in the Data is the most limited license necessary in order to allow the Data to be so processed. Upon termination of the License, ISW may delete all such Data and shall do so upon request by Licensee, provided however that ISW shall be entitled to retain such copies as are required by law. Licensee agrees that ISW may also use the Data for research and development purposes, provided that all such Data shall have been anonymized first.
ISW follows industry-standard security and back-up protocols in connection with all Data in its control. All personal data collected by ISW is subject to ISW’s Data Protection and Privacy Policy, which is compliant with the EU General Data Protection Regulation 2016/679 and can be reviewed on our website at www.qii.ai.
All personal data collected by ISW is stored in Canada. Data received by ISW for processing in Qii.AI may be stored and/or processed in another jurisdiction upon request of Licensee and agreement by ISW.
ISW is the sole and exclusive owner of Qii.AI and no rights therein have been granted or conveyed other than the License as described in these terms of use. Neither the Licensee nor any Registered User is permitted to copy, reproduce, decompile, disassemble, reverse engineer, distribute, sell, license, display, modify, upload, store, transmit, create derivative works from, or in any other way exploit the License and/or Qii.AI other than as contemplated by these terms of use.
In addition to the License, ISW will provide data processing, data storage, training, and customization services (“Services”) to the Licensee, in accordance with the pricing plan selected by the Licensee or agreed by ISW in writing. Additional Services not included in the Licensee’s pricing plan will be charged at the established rate and invoiced monthly. Any such additional charges will form part of the License Fee.
ISW will process Licensee’s data and perform the Services to the best of its ability to ensure functionality in Qii.AI, provided that ISW will not be responsible for errors resulting from incorrect or faulty Data.
Until such time as ISW is in possession of Licensee’s Data, Licensee is responsible for all expense and risk of loss. ISW shall not be liable to Licensee for any damages resulting from or related to any failure of transmission or transportation of Data, including, but not limited to loss of Data or delay in the delivery of the Services arising out of such loss or failure.
Licensee acknowledges that it is Licensee’s responsibility to ensure that the Data it submits to ISW is collected, copied, and provided to ISW in compliance with all applicable laws and regulations and does not infringe any law or the intellectual property rights or other rights of any third parties, and that it does not contain any malicious code. Licensee warrants to ISW any Data submitted by Licensee to ISW will be compliant in these regards and hereby indemnifies ISW from and against any loss resulting from a breach of this warranty.
Licensee agrees to pay any applicable sales or other tax (excluding income tax of ISW) or charge assessed by any governmental authority as a result of the License or Services.
Limitation and Exclusion of Liability
ISW will not be liable to the Licensee or to any Registered User for any reason in respect of any loss of profits or anticipated savings, loss of revenue or income, loss of use or production, loss of business, contracts or opportunities, loss or corruption of any Data, database or software, or in respect of any special, indirect or consequential loss or damage of any kind. ISW’s total liability to licensee or to any Registered User as a result of any claim or claims shall be limited to the total License Fees paid by the Licensee for the License during the one year period immediately preceding the date upon which the claim or claims arose.
Termination
ISW may terminate the License at the conclusion of the first year of the Term or at any time thereafter, by giving to the Licensee not less than 90 days written notice.
The Licensee may terminate the License at the conclusion of the first year of the Term or any time thereafter, by giving to ISW not less than 30 days written notice.
ISW may terminate this Agreement immediately by giving written notice of termination to the Licensee if the Licensee commits any material breach of the terms of the License.
Third Party Intellectual Property
Qii.AI relies in part on third party intellectual property in the form of “open-source” as well as proprietary software applications running within the platform. All such third-party intellectual property is used under license. Access by the Licensee and its Registered Users to Qii.AI is permitted only in accordance with the terms of those licenses, to the extent applicable. The Licensee acknowledges and agrees to be bound by all such applicable license terms and specifically acknowledges the third party owners’ copyright interests in such intellectual property. In respect of all such third party intellectual property, the Licensee acknowledges that:
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE
General
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada.
Any notice required to be delivered pursuant to these terms of use, may be delivered by e-mail to the e-mail address of a Registered User or the Licensee provided to ISW upon purchase or registration by such party.
The Licensee agrees to maintain the confidentiality of passwords associated with its Qii.AI account or that of any of its Registered Users. Accordingly, the Licensee agrees to be solely responsible to ISW for all activities that occur under the Licensee’s account. If the Licensee becomes aware of any unauthorized password use, the Licensee will immediately notify ISW.
ISW reserves the right to log, review, and otherwise examine any information stored on or passing through its networks or systems.
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