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Terms of Service

Terms of Service QA Insights

Last revised on Feb 16, 2021, effective as of Feb 16, 2021
 

Thank you for using QA Insights. By using QA Insights, you agree to comply and be bound by all terms and conditions herein. Please review the following terms carefully, if you are using QA Insights for an organization, you are agreeing on behalf of that organization.

This Agreement is a legal document which sets out rights and obligations between you and Xillio Labs B.V., the owner of QA Insights, and applies to your use of our Website and Services.

Definitions

“We”, “our”, “us”, “LocHub”, “Xillio Labs BV”,“Company”, or “Xillio” refers to Xillio Labs B.V., a Dutch limited liability company, our employees, directors, officers, affiliates, and subsidiaries.

“Customer”, “you” or “your,” means the person or entity that’s registered with us to use our Services.

“Consent” of the data subject is any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her

“Content” means the audio and visual information, documents, software, products and services contained or made available to you by Xillio in the course of using Xillio’s Services.

“Company technology” means all of Xillio’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by company.

“Controller” is given the same meaning as in the GDPR, which we summarize as the party that determines the purposes and means of the processing of personal data – the customer is the controller with respect to consumer personal data. Each party may be the controller of personal data it processes about the other’s personnel.

“Customer data” means any data, information or material provided or submitted by you to Xillio in the course of using Xillio’s Services.

“Incident” means: (a) a complaint or a request with respect to the exercise of an individual’s rights under the GDPR; (b) an investigation into or seizure of the personal data by government officials, or a specific indication that such an investigation or seizure is imminent; or (c) any breach of the security and/or confidentiality as set out in this DPA leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the personal data, or any indication of such breach having taken place or being about to take place.

“Intellectual property rights” mean unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“License term(s)”, “Subscription term(s)”,“Subscription Plan” mean(s) the period(s) during which you are licensed or subscribed to use Services pursuant to this Agreement and any applicable order form(s).

“Data Subjects” refers to those individuals residing in the EU who are consumers or users of Company goods or services (also “consumers”), as well as any personnel who reside in the EU.

“Personal Data” is given the same meaning as in the GDPR which we summarize here as: any data relating directly or indirectly to an identifiable data subject. Personal data does not include any data that is anonymized, aggregated, de-identified and/or compiled on a generic basis and which does not name or identify a specific individual, directly or indirectly.

“Processing” is given the same meaning as in the GDPR, which we summarize as including: collecting, recording, using, storing, amending, adapting, disclosing, transferring or transmitting, structuring, using, combining, deleting or destroying, personal data (“Process” and “Processed” shall have similar meanings).

“Processor” is a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.

“Recipient” is a natural or legal person, public authority, agency, or another body, to which the personal data are disclosed, whether a third party or not. However, public authorities which may receive personal data in the framework of a particular inquiry in accordance with Union or Member State law shall not be regarded as recipients; the processing of those data by those public authorities shall be in compliance with the applicable data protection rules according to the purposes of the processing.

“Services” mean collectively Xillio’s QA Insights, Localization Hub, Lochub, Lochub Marketplace, Application Programming Interface (API), and related Company technology, including its Documentation.

“Third party” is a natural or legal person, public authority, agency, or body other than the data subject, controller, processor, and persons who, under the direct authority of the controller or processor, are authorised to process personal data.

“TOS” means these Terms of Service.

“User” means an individual authorized to use Xillio’s Services and has been supplied user identifications and passwords (or by Company at your request or the applicable Administrator’s request).

Permitted uses and License Grant

During your Subscription term, Xillio grants you a non-exclusive, non-transferable,time-limited,worldwide right to use Xillio’s Services solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Xillio and its licensors.

You shall not: (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third partyServicesor the content in any way; (2) modify or make derivative works based uponServicesor the content; (3) create Internet “links” toServicesor “frame” or “mirror” any content on any other server or wireless or Internet-based device; (4) or reverse engineer or access Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics ofServices, or (c) copy any ideas, features, functions or graphics of Services and Company Technology.

You may use Services only for your internal business purposes and shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (4) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (5) attempt to gain unauthorized access to the Service or its related systems or networks.

Fees, Payment, Refunds, Upgrading, and Downgrading Terms

Fees. Payments subject to your Paid Subscription plan, the payment of Fees for Services is payable in advance on a monthly or yearly basis, as set forth in your Subscription Plan,and is non-refundable. There will be no refunds or credits for partial months of Services, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. By selecting a Subscription and Subscription plan you authorize us to charge your credit card or invoice you, whichever is applicable. By choice of a charge on a credit card, a valid credit card is required. If you choose to pay on invoice, you agree to pay all undisputed invoices within thirty (30) days. You agree that we may charge interest of 1.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from our efforts to collect on past due amounts. If you fail to pay an invoice, we reserve the right to cancel your subscription and access to the Services, and any data associated with your subscription or the Services. You can access the details of your Subscription Plan, including any prepaid amounts, by accessing your User Account. Any bank fees and charges shall be borne solely by you.

Taxes. All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services, other than taxes based upon our gross revenues or net income. If you are located in the European Union, all Fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all Fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

Change in Fees. We reserve the right to monitor the usage of our Services. You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay the Fees applicable to any additional Services you add or any changes you make to your Subscription Plan during your subscription term. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your Subscription Plan. If you are a User of Paid Services, we may change the Fees and introduce new charges applicable to your use of the Services, which will become effective as of the first day of the renewal of your subscription term. We may increase the Fees upon notice if we make changes in the Services at your request.

For any upgrade or downgrade in Subscription plan level, your credit card that you provided will be automatically charged the new rate on your next billing cycle. Downgrading your Subscription Plan may cause the loss of Content, features, or capacity of your Account. Company does not accept any liability for such loss.

Term. Termination. Cancellation. Suspension.

Term. Unless otherwise stated by Company in writing, this Agreement becomes effective from the first day you start using our Service (Paid or Free) and remains in effect for as long as you access or use the Company Services.

Subscription Term and Renewal, Cancellation. If you are a User of Paid Services, your initial subscription term will be specified in your Subscription Plan and, unless otherwise agreed by Company in writing, your subscription will automatically renew for the same period on the then-current terms. You may prevent the renewal of the subscription by sending us a notice of non-renewal to QAinsightssupport@Xillio.com before the last day of your then-current subscription term. You are solely responsible for the proper cancelation of your Paid Subscription plan. If you cancel the Service before the end of your current paid upcycle (month or year), your cancellation shall take effect at the end of your pre-paid subscription period; cancellations of Unpaid Services shall take effect immediately. Cancellation does not entitle you to a refund of any prepaid or unused Fees and you agree to promptly pay all unpaid Fees due through the end of the applicable subscription period.

Effect of Cancellation, Termination. In the event of cancellation or termination, your account will be deleted at the end of the subscription term, and your account and content cannot be recovered once the account is closed. Your log-in credentials and content will be deleted.

Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused Fees covering use of the Services after the effective date of termination. If we terminate this Agreement for cause, you will promptly pay all unpaid Fees due through the end of the applicable subscription term.

Termination for Convenience. Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason at any time. Such termination of Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. Company reserves the right to refuse service to anyone for any reason at any time.

Survival. Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.

Consent to Use of Data, Content

The Company does not own any data, information or material that you or other users submit.

You are solely responsible for all data, information, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereinafter, “post(ing)”) to or in connection with the Services (“Content”). By posting Content to or through the Services, you grant Xillio a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform such Content in connection with its provision of the Services. You agree that we may remove or disable any Content that we in good faith determine violates any applicable law, the terms of this Agreement, or any third party right (including, but not limited to, upon receipt of any claim or allegation by a third party or governmental or regulatory authority relating to such Content) and we may disclose such Content and other information about your use of the Services if legally required to do so provided we will notify you (if not legally prohibited from doing so) in advance of such disclosure of Content which is not already public (through no fault of Company). You understand that the Services, including any Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Company’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. You acknowledge and agree that you bear sole responsibility for adequate security, protection and backup of the Content that you post to the Services and you warrant and represent that your Content and your use of your Content will not violate any applicable law or any third party right. Company will have no liability for any unauthorized access or use of any of your Content, or any corruption, deletion, destruction or loss thereof. You agree that we may monitor your use of the Services and that we may use the information gathered in an aggregate and anonymous manner. You agree that we may use and publish such aggregate and anonymized information, provided that such information does not identify you. In addition, we may use the information that you submit to the Services without identifying you for purposes of improving the Services, or to provide customized services or technologies to you.

Privacy Policy

The processing of personal data, such as the name, address, e-mail address, or telephone number of a data subject shall always be in line with the General Data Protection Regulation (GDPR), and in accordance with the country-specific data protection regulations applicable to Company.

By using the Services, you authorize us to obtain, process, store, use and transmit your personal data in accordance with our Privacy(https://www.xillio.com/privacy-policy), which forms an integral part of this Agreement. You acknowledge that the Services have not been designed to process or manage sensitive information and you agree not to use the Services to collect, manage or process sensitive information. We will not have, and we specifically disclaim, any liability that may result from your use of the Services to collect, process or manage sensitive information. We reserve the right to modify our privacy and security policies in our reasonable discretion from time to time.

Account Access

In some cases, it is necessary for Company employees to access your account and content in order to diagnose a problem. When you contact our support team, it is implied that you are allowing Company employees to access your account if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.

Copyright. Intellectual Property, Rights, Ownership

You own your content. We do not represent any ownership or claim any intellectual property rights over the information that you provide or that is provided to us.

We own the Website and Services. You agree that all rights, title, and interest in and to the Website, Services, the technology underlying each of them, all modifications, allsuggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to Company, and any work product we create relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of theworld, are and will remain the sole and exclusive property of Xillio, its licensors or affiliates. Except for access to the Services, no other rights are granted to you with respect to the Website or Services. Xillio reserves all rights not expressly granted in this Agreement.

The Company name, the Company logo(s), and the product names associated with Company are trademarks of Company or third parties, and no right or license is granted to use them. You may not remove any product identification, copyright legend or other notices. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of the Services except as specified in the user documentation or as permitted under separate license agreement with Xillio. You are not permitted to use the Services, or any portion thereof, in excess of its licensed capacity.

Indemnification

You agree to indemnify and hold Company, its licensors and each such party’s parent organisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (1) a claim alleging that use of the customer data infringes the rights of, or has caused harm to, a third party; (2) a claim, which if true, would constitute a violation by you of your representations and warranties; or (3) a claim arising from the breach by you or other users of this Agreement, provided in any such case that Company (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Company of all liability and such settlement does not affect company’s business or service); (c) provides to you all available information and assistance; (d) and has not compromised or settled such claim.

Your Responsibilities

All activity occurring under your user account are your responsibility and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of Services., including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations which are required by your employer and/or the applicable administrator(s) of your account. You shall (1) notify us immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (2) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or other users to violate this agreement or the intellectual property rights of third parties; (3) and not impersonate another user or provide false identity information to gain access to or use Services.

Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE WEBSITE ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR THE WEBSITE (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (D) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR (E)THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES TO WHICH THE WEBSITE OR SERVICES ARE LINKED. ANY IMPLIED WARRANTIES THAT CANNOT BE EXCLUDED ARE LIMITED TO THIRTY (30) DAYS, OR TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS GREATER.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XILLIO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SERVICES UNDER OR IN CONNECTION WITH ANY PROVISION OF THE TOS, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF XILLIO, AND EVEN IF XILLIO HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON (INCLUDING ANY DIRECT OR GENERAL DAMAGES IN CONTRACT), THE ENTIRE AGGREGATE LIABILITY OF XILLIO UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY (EXCEPT FOR ANY REMEDY OF REPAIR, REPLACEMENT OR REFUND ELECTED BY XILLIO WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE MAXIMUM AMOUNT OF ANNUAL SUBSCRIPTION FEE UNDER THIS AGREEMENT FOR THE PREVIOUS 12 MONTHS. THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

EquitableRemedies

You agree that a material breach of this TOS that adversely affects Company’s proprietary rights or the other confidential materials provided to you could cause irreparable injury to Xillio, for which monetary damages may not be an adequate remedy. Therefore, Xillio shall be entitled to equitable relief (e.g. an injunction) in addition to any other remedies it may have in this agreement or at law.

Third Party Content

Third party content may appear on the Website or may be accessible via links. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through Website and Services, and in no event shall Company or its licensors be responsible for any content, products, or other materials on or available from such sites. We provide Services to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

Force Majeure

We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

Assignment

This Agreement may not be assigned by you without the prior written approval of Company but may be assigned without your consent by Company to (a) a parent or subsidiary, (b) an acquirer of assets, or (c) a successor by merger. Any purported assignment in violation of this section shall be void.

Severability and Waiver

If any provision of this TOS is held to be void, invalid or unenforceable, the other provisions shall continue in full force and effect. The failure by you or Xillio to enforce any provision of these TOS will not constitute a waiver of future enforcement of that or any other provision. Similarly, any accommodation that exceeds the requirements of this Agreement will not constitute a waiver of any provision, nor will it be construed to establish a course of dealing that is contrary to the express terms of the Agreement.

Changes to Terms of Service

Terms of Service (TOS) are subject to change at Company’s discretion without giving you any notice; however, Company will not materially reduce the level of services provided for supported Services during the period for which fees have been paid. Your continued use of our Services following the posting of any changes to the Terms constitutes acceptance of those changes. Our Terms (TOS) will be kept up to date at www.lochub.com/ terms-of-service.

Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Company represents and warrants that it will provide Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that Services will perform substantially in accordance with the online company help documentation under normal use and circumstances.

You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct and kept up to date.

Governing Law. Export restrictions

This Agreement shall be governed by European Union export laws, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or Services shall be subject to the exclusive jurisdiction. This Agreement is governed by the laws of the Netherlands and jurisdiction and venue shall be the courts of Lelystad, The Netherlands, or at the sole discretion of Company, at the court having jurisdiction over your place of business and/or your registered office.No text or information set forth on any other purchase order, pre-printed form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this agreement or use of Services.

Entire Agreement

These TOS and all documents incorporated into these TOS by reference constitute the entire agreement between you and Company relating to the Services and supersede all prior or contemporaneous communications, representations and agreements, whether oral or written, with respect to the Software or any other subject matter covered by these TOS.