By clicking the "accept" or “ok” button, and/or otherwise using the Qbiq System and any Services (as such terms are defined below) you (“Customer”, “you” or “your”) expressly acknowledge and agree that you are entering into a legal agreement with Qbiq and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Services Agreement ("Agreement"). If you are acting on behalf of an entity, you represent that you are authorized to act on behalf of, and bind to this Agreement, such entity. This contract is between you and QBIQAI Ltd., an Israeli private company number 515965184 with business address at 20 Lincoln St., Tel Aviv—Jaffa, Israel (“Qbiq”).
This Agreement shall govern Customer's use of the "Qbiq System" and Service, which shall refer to Qbiq's proprietary automated architecture planning and drawings service (“Service(s)”), including all of Qbiq’s know-how and IP incorporated in the system, including Qbiq’s proprietary technologies and all revisions, improvements and/or updates and related documentation to the extent provided by Qbiq under this Agreement. The Services shall be performed in accordance with the terms specified in the order form attached hereto this Agreement as Appendix A (“Order Form”) and hereby incorporated into the Agreement, and the services specified in the Order Form shall be part of the "Service(s)".
1. Grant of License. Subject to the Customer’s compliance with the terms of this Agreement (including but not limited to payment of applicable fees, as set forth herein or as shall be agreed upon in writing or via the Qbiq System between the parties), during the Term, Qbiq hereby grants Customer, a limited, revocable, non- exclusive, non-sublicensable, non-transferable, license to access and use the Qbiq System for its use and/or internal evaluation purposes of the Qbiq System as set forth in the Order Form ("Evaluation").
2. Customer Account. In order to access and use certain services that Qbiq offers via the Qbiq System, Customer must have an account (“Account”). Customer agrees to provide accurate, current and complete information during the registration process and to update such information to maintain accuracy. Qbiq reserves the right to suspend or terminate Customer’s Account at any time, including if any information provided proves to be inaccurate, not current or incomplete. Customer is solely responsible for the info provided and for safeguarding Customer’s Account’s password and user name (“Login Details“). Any Customer employee who receives access to the Service and has Login Details is considered a “User” and Customer shall ensure that the Login Details for each User may only be used by that User. Customer must not allow anyone other than its Customers/ Users to access and use Customer’s Account and is liable and responsible for ensuring that any third party using its Account (whether or not a User) has consented to, and abides by, this Agreement. Customer will take sole responsibility for any activities under its Account. Customer agrees: (i) to keep, and ensure that Users keep, all Login Details secure at all times; and (ii) to promptly notify Qbiq in writing if Customer becomes aware of a security breach or any unauthorized access or use of Customer’s Account or the Qbiq System.
3. Customer Data. While using the Qbiq System, Customer may upload to the Qbiq System certain information and documentation, including architecture plans, building plans, floor plans and customer’s programmatic requirements (the “Customer Data”). Customer grants Qbiq a non exclusive, royalty free, irrevocable license to use Customer Data for the purpose of providing the Services to Customer via the Qbiq System as well as for further development of the Qbiq System and related technology. Customer represents that: (i) Customer has obtained all the required consents and authorizations as to provide Qbiq with the Customer Data and/or to allow Qbiq to use the Customer Data for the purposes contemplated hereunder; (ii) the Customer Data and its use as set forth in this Agreement, does not infringe any third party right, including intellectual property right, and (iii) the Customer Data does not include any data which constitutes any personal information and that any Customer Data or other data provided to Qbiq during the course of this Agreement and/or uploaded to the Qbiq System shall be only anonymized unidentifiable information. Notwithstanding the aforesaid, any anonymous information, which is derived from the use of the Services (i.e., metadata, aggregated and/or analytics information analytics data and/or any machine learning data created as a result of the Services, shall be deemed Qbiq's sole and exclusive property.
4. Use Restrictions. Customer will not: (i) use the Qbiq System for any purpose other than for its Customers, potential Customers and Evaluation; (ii) modify, alter, copy, transfer, sell, sublicense, create derivative works, decompile, disassemble, reverse engineer, or attempt to discover the Qbiq System's source code, techniques, algorithms or processes; (iii) work around any technical limitations in the Qbiq System; (iv) publish or make available in any manner, other than to Qbiq, any reviews, Feedback, opinions or impressions about, or experiences with, the Qbiq System; (v) use the Evaluation conducted hereunder or any of its deliverables and/or results, for any benchmarking, or conducting, investing in or other involvement competing development activities; (vi) use, send, upload, post, transmit or introduce any device, code, routine or other item (including bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Qbiq System, nor any content that is unlawful, infringing, defamatory, deceptive, obscene, fraudulent, harassing, pornographic, or abusive; (vii) disclose or share the results of any testing, building planning, use or benchmarking of the Qbiq System to any third party; and/or (viii) use the Qbiq System in a manner that violates any applicable law or third party rights.
5. Fees and Payment. Fees shall be paid in advance, by the 1st of each calendar month as specified in the Order Form (the "Fees"). The Fees are non-refundable, and do not include applicable VAT. In case of termination by either party in accordance with Section 8 of this Agreement, the Qbiq System will remain available for usage until the end of the paid month.
6. Confidential Information. Each party may obtain or receive access to non-public and/or proprietary information (the “Confidential Information”) from the other party. The receiving party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other disclosing party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other Party except for performing its obligations under this Agreement. Confidential Information shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information. Receiving party will disclose Confidential Information only to those of its employees and consultants on a need to know basis, and who are bound by confidentiality obligations at least as protective as the provisions of this Agreement. Receiving party will be and remain responsible for any noncompliance by its employees or consultants.
7. Third Party Components. The Qbiq System may use or include third party software, files, libraries or components that are subject to third party open source license terms. A list of such components will be provided on demand and may be updated from time to time. Requests of open source code of applicable third party components may be forwarded to: info@qbiq.ai
8. Term and Termination. This Agreement shall remain in full force and effect with regard to the Services specified in the Order Form, until termination by either party upon 30 days prior written notice to the other party (the “Term”). Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and fails to cure such breach within three (3) business days of written notice thereof. Upon expiration or termination of the Agreement the license granted to, and the Services provided to Customer hereunder shall expire, and Customer will no longer be able to access the Qbiq System, including any Customer Data and any output and architecture plan created by the Qbiq System (the "Deliverables"), and Customer is solely responsible for the backup of Customer Data and Deliverables.
9. Ownership. All right, title, and interest in and to the Customer’s intellectual property, Customer Data and the Deliverables, including output/architecture, plans and documents created by the Qbiq System, are and shall remain the sole and exclusive property of the Customer. All right, title, and interest, including any intellectual property rights in and to the Qbiq System and any related content, documentation and services provided or made available by Qbiq hereunder, including all modifications, upgrades, and improvements thereof, as well as any Feedback provided by Customer are and shall remain owned solely by Qbiq or its licensors. Notwithstanding the above, any anonymous information, which is derived from the use of the Qbiq System (i.e., metadata, aggregated and/or analytics information which is not personally identifiable information ad which does not identify the Customer) (“Analytics Information”) may be used by Qbiq for any purpose, including for providing the Qbiq System, for development, and/or for statistical purposes and Qbiq will be the exclusive owners of the Analytics Information.
10. Feedback. If Customer provides Qbiq with any feedback with respect to the Qbiq System and the Deliverables (which shall include but not be limited to feedback, questions, comments, suggestions or the like) (collectively, “Feedback”) and all rights, including intellectual property rights in such Feedback shall belong exclusively to Qbiq and such shall be considered Qbiq's Confidential Information; and Customer hereby irrevocably assigns to Qbiq all of its right, title and interest in and to all such Feedback and waives any moral rights it may have in such Feedback.
11. Disclaimer of Warranty and Limitation of Liability. Except as expressly provided in this Agreement, the Customer acknowledges and agrees that the Qbiq System, and the Deliverables [the reports are covered by the definition of "Deliverables"] are provided to the Customer “AS IS” and “AS AVAILABLE” without any warranties whatsoever concerning the use or performance thereof. Qbiq expressly disclaims, and the Customer hereby expressly waives all other warranties of any kind whatsoever, express, implied and statutory. WITHOUT LIMITING THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SPECIFICALLY DISCLAIMS ALL STATUTORY OR OTHER WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM OR RELATED TO THE DELIVERABLES AND/OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT FOR USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QBIQ BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THIS AGREEMENT, AS WELL AS TO LOSS OF PROFITS, DATA, BUSINESS AND/OR GOODWILL AND QBIQ'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNTS ACTUALLY PAID TO QBIQ BY CUSTOMER UNDER THIS AGREEMENT.
12. Miscellaneous. This Agreement constitutes the full and entire understandings and agreements between the parties; Company may update this Agreement from time to time by posting an amended version on its website, provided no such amendment will be effective if it materially reduces Customer's rights or increases its obligations. Otherwise, this Agreement may not be amended other than by a written authorization of representatives of each party; neither party may assign this Agreement without the prior written consent of the other party (except in the event of merger, acquisition, and/or sale or transfer of all or substantially all of its assets or securities); Qbiq may use Customer’s name and logo on its Site https://www.qbiq.ai/ and in its promotional materials to state that Customer is a customer of Qbiq. Customer agrees to serve as a reference customer of Qbiq and shall cooperate with Qbiq's reasonable marketing and referencing requests. Upon Customer’s request, Qbiq will remove Customer’s name and logo from its website and/or promotional materials; This Agreement shall be governed by and construed under the laws of the State of New York, U.S.A, without reference to principles and laws relating to the conflict of laws. The competent courts of the New York County, New York, U.S.A shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Qbiq reserve the right to modify this Agreement at any time by sending an online notification and/or publishing the revised Agreement on the Qbiq System. Such change will be effective ten (10) days following the foregoing notification thereof, and any continued use of the Qbiq System thereafter means that Customer accepts those changes.
Last updated: March 10, 2024