Interpris® Beta Software Cloud Services Agreement
This Agreement (“Agreement
”) is a legal agreement between you, the Customer who is identified in the Sign-Up process with us, and QSR International Pty Ltd ABN 47 006 357 213 and affiliates, of Second Floor, 651 Doncaster Road, Doncaster, Victoria, 3108, Australia (“QSR
”), for use of Interpris® Beta software supplied by QSR (Interpris® Beta
QSR is undertaking a Beta testing program in respect of Interpris® Beta and you have agreed to participate in that program.
By clicking on the "I agree" (or similar button) that is presented to you at the time of Sign-Up, or by using Interpris® Beta, you indicate your acceptance of the terms of this Agreement.
If you are an individual entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity.
We reserve the right to change the terms and conditions in this Agreement by giving you 30 days' written notice. Your continued use of Interpris® Beta will indicate your agreement to the revised terms and conditions.
You will not be entitled to use Interpris® Beta until you have accepted these terms.
In this Agreement, except where the contrary intention is expressed:
Commencement Date means the date that we first accept your Sign-Up to the Interpris®Beta program.
Feedback means the feedback provided by you to QSR in accordance with clause 8.
Interpris® Beta means the Beta version of Interpris® 2.0, a cloud based application used to summarise and identify themes and sentiment in unstructured data.
Parties means, collectively, QSR and the Customer, and “Party” means either one of them as the context may indicate.
Program means the testing and evaluation program being conducted by QSR for Interpris® Beta.
QSR General Terms and Conditions means the general terms and conditions available at https://www.qsrinternational.com/legal/terms-and-conditions/qsr-cloud-services-agreement.
Scope of Use means the scope of use for Interpris® Beta, as described in clause 2.
Sign-Up means registering for the Interpris® Beta program with QSR.Test Period means the period commencing on the Commencement Date and ending on the on the date on which the Program is terminated by QSR.
(a) This Agreement governs your use of Interpris® Beta.
(b) This Agreement incorporates:
(ii) clauses 6, 8, 9, 12, 15, 19, 20, 21, 22 and 23 of QSR's General Terms and Conditions (which shall be read as if references to "Cloud Services" are references to Interpris® Beta).
(d) Interpris® is a registered trademark of QSR.
(e) You acknowledge that:
(i) QSR may use the services of third parties to provide part of Interpris® Beta, including Lexalytics Inc, ("sub-processor") and that the sub-processor may, as required for the purposes of providing Interpris® Beta, process Personal Data (as defined in clause 15 of the QSR General Terms and Conditions) provided to us by you; and
(ii) Lexalytics®, Semantria®, and the Lexalytics "Y" logo are registered trademarks of Lexalytics, Inc.
3. Account registration
(a) You may need to register for a QSR account in order to access or receive access to Interpris® Beta.
(b) Any registration information that you provide to us must be accurate, current and complete.
(c) You must also update your information so that we may send notices, statements and other information to you by e-mail or through your account.
(d) You are responsible for all actions taken through your accounts.
4. Right to access Interpris® Beta
(a) We grant you a non-exclusive, non-transferable, limited licence to access and use Interpris® Beta during the Program solely for the lawful operation of your business and in accordance with the provisions of this Agreement.
(b) It is your responsibility to ensure that you have reliable and secure access to the internet so as to be able to effectively use Interpris® Beta.
(c) Your right to access Interpris® Beta is subject to the Scope of Use and any other limitations we may reasonably specify in writing to you from time to time.
(d) You must not reproduce or attempt to reproduce Interpris® Beta.
5. Support and maintenance
QSR will not provide any technical support, maintenance or other services for Interpris® Beta.
(a) We represent and warrant that:
(i) we have the right to enter into this Agreement; and
(ii) we have the right to provide you with access to Interpris® Beta.
(b) To the maximum extent permitted by law, all express or implied guarantees, warranties, representations and other terms and conditions of any kind in relation to this Agreement not contained in this Agreement, are hereby expressly excluded and you acknowledge that:
(i) Interpris® Beta is provided to you "as is" without warranty of any kind, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose;
(ii) specifically, QSR does not warrant, represent or guarantee that Interpris® Beta:
(a) will be continuously available or free of any fault or harmful code; or
(b) be suitable for your purposes or business;
(iii) QSR also provides no warranty, representation or guarantee:
(a) for the accuracy of sentiment analysis; or
(b) accuracy of theme detection and analysis.
(c) You expressly acknowledge that Interpris® Beta is beta software and not a final product and as such may contain various errors, defects and may be unstable. QSR recommends that you do not use Interpris® Beta to make business decisions.
(d) If any guarantee, warranty, term or condition is implied or imposed in relation to this Agreement under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a "Non-Excludable Provision"), and QSR is able to limit your remedy for a breach of the Non-Excludable Provision, then QSR's liability for breach of the Non-Excludable Provision is limited to the resupply of Interpris® Beta or the cost of having Interpris® Beta supplied, at QSR’s election.
(a) Unless expressly provided in this Agreement, each party (the "Receiving Party") may only use the Confidential Information disclosed or revealed by the other Party (the "Disclosing Party") for the purposes of performing its obligations or exercising its rights under this Agreement and must keep such Confidential Information confidential.
(b) For purposes of this clause 7, "Confidential Information" means any information of whatever kind disclosed or revealed by the Disclosing Party to the Receiving Party under or in relation to this Agreement that:
(i) is by its nature confidential;
(ii) is designated by the Disclosing Party as confidential; or
(iii) the Receiving Party knows or reasonably ought to know is confidential, including:
(iv) where QSR is the Disclosing Party, any part of Interpris® Beta that is not otherwise publicly available including but not limited to any beta testing progress and results, the Feedback, any product-related information and any other proprietary technology or know-how provided to you in whatever form by QSR through Interpris® Beta or in connection with testing and evaluation of Interpris® Beta; and
(v) where you are the Disclosing Party, any of your content entered or uploaded to Interpris® Beta, but does not include information that:
(vi) is published or has otherwise entered the public domain without a breach of this Agreement;
(vii) is obtained from a third party who has no obligation of confidentiality to the Disclosing Party; or
(viii) is independently developed or obtained without breach of this Agreement.
(c) The Receiving Party may disclose the Confidential Information of the Disclosing Party:
(i) to those members, directors, employees, agents, contractors, representatives and/or advisors of the Receiving Party ("Representatives") reasonably requiring it on a need to know basis , provided that the Receiving Party ensures that such Representatives keep such Confidential Information confidential in accordance with this clause 7(c);
(ii) to the extent required by law; or
(iii) with the prior written consent of the Disclosing Party.
(d) Notwithstanding any other provision of this Agreement, in no event may you disclose any information about Interpris® Beta, including but not limited to testing progress and/or results, to any third party. Any publication of Interpris® Beta testing results, reviews or evaluations is only permitted with the prior written consent of QSR.
(e) We may refer to the fact that you are a client of ours and a user of Interpris® Beta in marketing and promotional materials.
It is a condition of your use of Interpris® Beta that you provide QSR with feedback about Interpris® Beta during the Program at the times and in the format reasonably requested by QSR's from time to time (“Feedback”). If you provide QSR with any Feedback as part of the testing and evaluation of Interpris® Beta you agree that:
(a) QSR may use, disclose, reproduce, license, distribute and otherwise commercialise the Feedback in any QSR product, specification or other documentation; and
(b) your Feedback will not include the recommended incorporation of functions or components:
(i) which you have reason to believe are subject to patent, copyright, or other intellectual property rights of any third party; or
(ii) that are subject to license terms that would seek to require the Interpris® product or other QSR intellectual property to be licensed to or otherwise shared with any third party.
You acknowledge that the internet is an insecure public network which means there are risks that information sent to or from Interpris® Beta may be intercepted, corrupted or modified by third parties.
10. Fees and costs
No license fees are payable by you to QSR for use of Interpris® Beta. You are responsible for all costs and expenses associated with the use of Interpris® Beta and the performance of all testing and evaluation activities.
11. Term and Termination
(a) This Agreement will commence on the Commencement Date and will remain in full force and effect until the end of the Program.
(b) QSR may immediately terminate the Program, and by extension this Agreement, at any time by notice in writing to you.
(c) If this Agreement is terminated for any reason or at the expiry of the Test Period you must immediately cease to use Interpris® Beta and any of your content uploaded to Interpris® Beta will be destroyed securely.
12. Limitation of Liability
(a)To the maximum extent permitted by law:
(i)NEITHER QSR (NOR ITS SUPPLIERS) WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), IN EQUITY OR UNDER STATUTE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, REVENUE, SAVINGS OR OPPORTUNITY OR FOR LOSS OF USE, LOSS OF INFORMATION, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR COSTS OF DELAY;
(ii)TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER.
(b) The parties agree that the limitations specified in this clause 12 (Limitation of Liability) will survive and apply notwithstanding the termination or expiry of this Agreement.