Terms of Use

These Terms of Use (“Terms”) govern the Customer’s (as defined below) and its Authorized Users’ access to and use of the RabbitQA platform (the “Platform”) and the related Services provided by RabbitQA GmbH (“RabbitQA”).

These Terms form an integral part of the Master Software as a Service Agreement entered into between RabbitQA and the entity identified therein as the customer (the “Customer”) (the “Agreement”), and the Customer agrees to be bound by these Terms upon entering into the Agreement. In the event of any conflict or inconsistency between these Terms and the Agreement, the Agreement shall prevail.

By accessing or using the Services, each Authorized User confirms that they are authorized by the Customer to use the Services and agrees to comply with these Terms. These Terms constitute a legally binding agreement between RabbitQA and each Authorized User with respect to such Authorized User’s access to and use of the Services. Each Authorized User acknowledges that RabbitQA provides the Services to the Customer under the Agreement, and not to Authorized Users; that access to the Services is made available to Authorized Users solely to the extent authorized by the Customer and for the sole benefit of the Customer; and that the Customer is responsible for its Authorized Users’ compliance with the Agreement and these Terms.

Capitalized terms not defined in these Terms shall have the meanings given to them in the Agreement.

“Authorized User” means any individual authorized by the Customer to access and use the Services on Customer’s behalf in accordance with the Agreement and these Terms.

“Customer Data” means any data, information, content or materials submitted, uploaded or otherwise made available to the Services by or on behalf of the Customer or its Authorized Users.

“Documentation” means the user guides, technical documentation and usage instructions relating to the Services made available by RabbitQA.

“Fees” means the fees payable by the Customer for the Services, as specified in the Agreement.

“Intellectual Property Rights” mean all rights in and to any and all works, designs, copyrights, trade secrets, inventions, discoveries, ideas, processes, formulas, models, drawings, trademarks, service marks, logos, trade names, business names, patents, internet domain names, databases, software, middleware, source code, object code, metadata, cron codes, license rights, know-how (technical knowledge and expertise), trade secrets or other new technologies/digital assets, whether registered or unregistered, and any derivatives thereof and any rights similar to any of the foregoing, together with any applications filed for the registration of such rights and any other measures taken for the protection thereof, all economic rights regulated under applicable laws, the right to exercise moral rights as regulated under applicable laws, and any other rights under applicable laws.

“Services” means access to the Platform and any other business, technical or related services provided through the Platform by RabbitQA to the Customer, as described in the Agreement.

These Terms govern the Customer’s and its Authorized Users’ access to and use of the Services, including the Platform and the Documentation.

Subject to the Customer paying the Fees in accordance with the Agreement, RabbitQA hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable right for the Customer and its Authorized Users to access and use the Services set forth in the Agreement within the territory specified in the Agreement during the Term in accordance with these Terms and solely for the benefit of Customer’s internal business operations.

The Customer’s and its Authorized Users’ use of the Services is subject to the scope and usage limits specified in the Agreement, including any limits relating to the number of Authorized Users, executions, concurrent capacity, storage, consumption or other applicable usage metrics.

Unless otherwise specified in the Agreement, any capacity or usage entitlement purchased by the Customer shall be valid only during the applicable Term. Any unused capacity or usage entitlement shall expire upon the expiry or termination of that Term, shall have no monetary value and may not be transferred, sold, carried forward to any subsequent Term, or exchanged for any other service.

The Customer may purchase additional Platform features, capacity or usage entitlements during the Term on the terms agreed with RabbitQA in writing. If the Customer exceeds an applicable usage limit, RabbitQA may restrict the relevant functionality to the agreed limit until the additional features or capacity and the applicable fees are agreed in writing by RabbitQA and the Customer.

RabbitQA may update or modify the Services from time to time, provided that such updates or modifications do not materially reduce the overall functionality of the Services during the Term.

The Customer may designate as Authorized Users only its employees and individual contractors who are natural persons and who require access to the Services for and on behalf of the Customer. The Customer shall remain responsible for the acts and omissions of its Authorized Users in connection with the Services. Each Authorized User must be at least eighteen (18) years of age and must have the legal capacity to agree to and comply with these Terms. The Customer shall ensure that no person under the age of eighteen (18) is granted access to the Services.

Each user account shall be used only by the Authorized User to whom it is assigned. Authorized Users shall keep their usernames, passwords and other access credentials secure and confidential and shall not share them with any other person.

The Customer shall promptly revoke an Authorized User’s access when their employment or engagement ends or when they otherwise cease to be authorized to use the Services. The Customer shall take all reasonable measures to prevent unauthorized access to or use of the Services and shall immediately notify RabbitQA of any actual or suspected unauthorized access, use or disclosure of access credentials.

Each Authorized User may access and use the Services only to the extent, and only for so long as, they are authorized to do so by both the Customer and RabbitQA. RabbitQA or the Customer may limit, suspend or terminate an Authorized User’s access to the Services at any time in accordance with the Agreement and these Terms. Access credentials are intended to permit an Authorized User to access only those parts of the Services, and only such data, for which that Authorized User has been granted authorization, and Authorized Users shall not circumvent or attempt to circumvent any measure controlling access to the Services.

Except as expressly permitted under the Agreement or these Terms, or by applicable law that cannot be contractually restricted, neither the Customer nor any Authorized User shall, and the Customer shall not permit any other person (including Authorized Users) to: • Store, copy, modify, adapt, reproduce, republish, distribute, display, transmit or create derivative works from the Platform, the Documentation or any content made available by RabbitQA through the Services; • sell, resell, rent, lease, sublicense or otherwise make the Platform or any other part of the Services available to any third party; • access or use the Platform or any other part of the Services through any robot, scraper or other automated means, except through the features, interfaces or integrations made available by RabbitQA or as otherwise expressly authorized by RabbitQA; • reverse engineer, decompile or disassemble the Platform or any other part of the Services, or otherwise attempt to derive or gain access to their source code, object code, underlying structure, algorithms, models or other non-public technical components; • use the Platform, the Services or any part thereof to develop, train, market or provide any product or service that competes with the Services or the Platform; • circumvent or disable any authentication mechanism, security control, usage restriction or technical limitation implemented in connection with the Services; • access or attempt to access any account, system, network or data without authorization; • use the Platform or any other part of the Services in a manner that disrupts, damages, overburdens or otherwise adversely affects the operation, integrity, security or availability of the Platform or any other part of the Services; • introduce or transmit any virus, malware or other harmful code through the Platform or any other part of the Services; • remove, alter or obscure any copyright, trademark or other proprietary notice displayed on or through the Platform or Services; or • use the Platform or any other part of the Services for any unlawful purpose or in a manner that infringes the rights of any third party.

The Customer shall: • provide RabbitQA with all cooperation, access and information reasonably required for the provision of the Services; • comply with all applicable laws and regulations in connection with its access to and use of the Services; • ensure that it has all rights, licences, consents, permissions and lawful bases necessary for RabbitQA to access, use and process the Customer Data to the extent required to provide the Services; • unless otherwise expressly agreed in the Agreement, refrain from submitting any sensitive, special-category or production personal data to the Platform and, where reasonably practicable, use synthetic, anonymized or masked data; • ensure that its Authorized Users use the Services and the Documentation in accordance with the Agreement and these Terms; • ensure that its systems, networks, equipment and software meet the technical requirements communicated by RabbitQA and are properly maintained and secured; and • be responsible for procuring, maintaining and securing the network connections and telecommunications links required to access and use the Services.

If any act or omission of the Customer or its Authorized Users prevents or delays the provision of the Services, RabbitQA shall not be responsible for the resulting delay and may reasonably adjust any applicable timetable or delivery schedule.

As between RabbitQA and the Customer, the Customer is solely responsible for: (a) informing Authorized Users of any relevant Customer policies and practices and any settings that may impact the processing of Customer Data; (b) obtaining any rights, permissions and consents from Authorized Users that are necessary for the lawful use of Customer Data and the operation of the Services; (c) ensuring that the transfer and processing of Customer Data under the Agreement is lawful; and (d) responding to and resolving any dispute between the Customer and any Authorized User relating to Customer Data, the Services or these Terms. Authorized Users shall address any questions or requests regarding the Services, Customer Data or the Customer’s policies in the first instance to the Customer.

RabbitQA shall provide the Services with reasonable skill and care and substantially in accordance with the Documentation and any service levels expressly specified in the Agreement.

The Services may be temporarily unavailable due to scheduled or emergency maintenance, updates, security measures, failures of third-party service providers or circumstances beyond RabbitQA’s reasonable control. RabbitQA shall use commercially reasonable efforts to provide advance notice of scheduled maintenance and to minimize any resulting disruption to the Services.

Unless otherwise expressly specified in the Agreement, RabbitQA does not warrant that the Services will be uninterrupted or error-free. RabbitQA shall not be responsible for any delay, failure or unavailability resulting from the Customer’s systems, equipment, software, network connections or telecommunications services.

The Customer is responsible for ensuring that it has the hardware, software, browser, network connection and other technical resources required to access and use the Services in accordance with the Documentation.

THE SERVICES, THE PLATFORM, THE DOCUMENTATION AND ALL FEATURES AND COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RABBITQA MAKES NO REPRESENTATION, WARRANTY OR COMMITMENT OF ANY KIND TO THE CUSTOMER OR ANY AUTHORIZED USER AND DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

The Customer shall pay the Fees specified in the Agreement in accordance with the invoicing and payment terms set out therein. The Fees are based on the Services and usage entitlements purchased by the Customer rather than the Customer’s actual use of them.

All invoices shall be issued and paid in the manner, currency and within the period specified in the Agreement. Unless otherwise specified in the Agreement, all payments shall be made in full without set-off, counterclaim, deduction or withholding, except where required by applicable law.

Unless otherwise specified in the Agreement, the Fees are exclusive of any applicable taxes, duties or charges, which shall be borne by the Customer, except for taxes imposed on RabbitQA’s income.

In the event of any overdue payment, RabbitQA may exercise the rights and remedies specified in the Agreement, including charging default interest and/or suspending access to the Services.

The cancellation and refund conditions applicable to the Fees shall be governed by the Agreement.

All Intellectual Property Rights in or relating to the Platform, the Services, the Documentation and any software, technology, models, know-how, algorithms, methods, designs, content, improvements or developments relating thereto belong to and shall remain vested in RabbitQA, its affiliates or their respective licensors. No rights are granted to the Customer or any Authorized User except as expressly set out in the Agreement or these Terms.

All Intellectual Property Rights in the Customer Data shall remain with the Customer or its licensors. The Customer grants RabbitQA, for the Term, a non-exclusive, worldwide and sublicensable right to host, copy, modify, transmit, process and otherwise use the Customer Data to the extent necessary to provide, maintain and secure the Services, fulfil its obligations under the Agreement and comply with applicable law. RabbitQA may sublicense these rights only to its affiliates, subcontractors and service providers involved in the provision of the Services.

The Customer represents and warrants that: • it owns, or has obtained all necessary rights, licences, consents and permissions to use and submit, the Customer Data and to grant the rights set out in Clause 7.2; • the Customer Data is complete and accurate in all material respects; and • the receipt, use and processing of the Customer Data by RabbitQA in accordance with the Agreement and these Terms does not infringe any Intellectual Property Rights, privacy rights or other rights of any third party or violate any applicable law.

The Customer grants RabbitQA a worldwide, perpetual, irrevocable, transferable, sublicensable and royalty-free right to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer or its Authorized Users in relation to the Services, provided that such feedback does not contain Customer Data or the Customer’s confidential information.

These Terms shall enter into force on the Effective Date and shall remain in effect for the duration of the Agreement (the “Term”), subject to Clauses 8.4 and 8.5.

RabbitQA may suspend or restrict the Customer’s and its Authorized Users’ access to all or any part of the Services where: • the Customer or an Authorized User breaches the Agreement or these Terms; • the Customer’s or an Authorized User’s use of the Services poses or may pose a risk to the security, integrity, availability or performance of the Services or any third-party system; • RabbitQA reasonably suspects unauthorized, fraudulent or unlawful use of the Services; • suspension is required by applicable law, a competent authority or a third-party service provider involved in the provision of the Services; or • RabbitQA is entitled to suspend the Services due to non-payment under the Agreement.

Where reasonably practicable, RabbitQA shall notify the Customer of the suspension and the grounds for it. RabbitQA may restore access once the relevant grounds for suspension have been remedied to its reasonable satisfaction.

Upon the expiry or termination of the Agreement, the Customer and its Authorized Users shall immediately cease accessing and using the Services. The treatment, retrieval, return, export and deletion of Customer Data following expiry or termination shall be governed by the relevant provisions of these Terms, the Agreement and any applicable data processing terms.

Any provision of these Terms which, by its nature, is intended to survive expiry or termination, including Clause 8.4 and the provisions relating to restrictions, Intellectual Property Rights, liability and confidentiality, shall remain in full force and effect following the expiry or termination of these Terms.

The Customer shall indemnify and hold harmless RabbitQA, its affiliates and their personnel against any third-party claim, administrative fine, loss, liability or cost arising from the Customer Data, the Customer’s or any Authorized User’s breach of the Agreement or these Terms, any unauthorized or unlawful use of the Services, or any infringement of third-party rights by the Customer Data.

To the maximum extent permitted by applicable law, RabbitQA shall not be liable for any indirect, consequential, special or punitive loss or damage, including loss of profit, revenue, business, opportunity, goodwill or data. RabbitQA shall also not be liable for losses arising from Customer Data or instructions, the Customer’s systems or third-party services, unauthorized use of the Services, decisions based on results generated through the Services, or any suspension permitted under the Agreement or these Terms.

RabbitQA’s total aggregate liability arising out of or in connection with the Agreement, these Terms and the Services shall not exceed the liability cap specified in the Agreement or, if no cap is specified, the total Fees actually paid by the Customer for the Services during the then-current Term.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

RabbitQA provides the Services solely to, and for the sole benefit of, the Customer. To the maximum extent permitted by applicable law, RabbitQA shall have no liability to any Authorized User under or in connection with these Terms or the Services, and any claim of an Authorized User in connection with the Services shall be addressed to the Customer.

Each Party shall keep confidential any non-public information disclosed by or on behalf of the other Party in connection with the Agreement or the Services and shall use such information solely for the purposes of performing or exercising its rights under the Agreement and these Terms. Confidential information may be disclosed only to personnel, professional advisers and service providers who need to know it and are subject to equivalent confidentiality obligations.

The confidentiality obligations shall not apply to information that the receiving Party can demonstrate: (a) is or becomes publicly available without breach of any obligation; (b) was lawfully known to it before disclosure; (c) is independently developed without use of the disclosing Party’s confidential information; or (d) is lawfully obtained from a third party without restriction.

A Party may disclose confidential information where required by applicable law or a competent authority, provided that it gives prior notice to the other Party where legally permitted and limits the disclosure to what is strictly required.

Each Party shall comply with applicable data protection laws in connection with the Services. The Customer shall ensure that it has all necessary lawful bases, notices and permissions for the collection and submission of any personal data included in Customer Data. RabbitQA shall process such personal data in accordance with the Agreement and any applicable data processing terms and shall maintain appropriate technical and organizational measures to protect it.

RabbitQA’s processing of personal data relating to the Customer’s representatives and Authorized Users for account administration, security, billing and legal compliance shall be governed by the applicable privacy notice.

Amendments. RabbitQA may amend or otherwise modify these Terms by providing the Customer with at least seventy-five (75) days’ prior written notice. Any such amendment or modification shall take effect at the beginning of the next renewal term of the Agreement. Except as provided in this Clause 12.1, no amendment or modification of these Terms shall be binding unless agreed in writing by RabbitQA and the Customer. Notwithstanding the foregoing, RabbitQA may make amendments or modifications effective earlier where this is required to comply with applicable law or an order of a competent authority, or to address a material security or operational risk, in which case RabbitQA shall notify the Customer as soon as reasonably practicable. An Authorized User’s continued access to or use of the Services after the effective date of any amendment or modification shall constitute that Authorized User’s acceptance of the amended Terms.

Assignment. The Customer may not assign or transfer any right or obligation under these Terms without RabbitQA’s prior written consent. RabbitQA may assign these Terms to an affiliate or in connection with a merger, restructuring or transfer of all or substantially all of its relevant business or assets.

Force Majeure. Except with respect to payment obligations hereunder, if a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay shall not be deemed to constitute a material breach of these Terms, but such obligation shall remain in full force and effect, and shall be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay.

Severability. If any provision of these Terms is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in these Terms shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of these Terms invalid or unenforceable whatsoever.

Waiver. No waiver under these Terms shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right.

Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement or these Terms creates any partnership, joint venture, agency, employment or fiduciary relationship between them.

No Third-Party Beneficiaries. The parties acknowledge that the covenants set forth in these Terms are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of these Terms, except as expressly provided in these Terms, including the rights of RabbitQA’s affiliates and their personnel under Clause 9.1.

Export Control and Sanctions. The Customer and each Authorized User represent that they are not subject to, or included on any list of, sanctions or restrictive measures administered by the United Nations, the European Union or any of its Member States, the United Kingdom or the United States, and they shall not access or use the Services in violation of any applicable export control or sanctions laws. If the Customer or an Authorized User becomes subject to any such sanctions or restrictive measures, the Customer shall promptly notify RabbitQA, the affected use of the Services shall immediately cease and RabbitQA may suspend or terminate the affected access with immediate effect.

Notices. The Customer shall provide an email address for notices under these Terms. All notices or other communications permitted or required to be given hereunder shall be sent by electronic mail to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to RabbitQA shall be sent to [email protected]. Notices to Authorized Users may be given electronically, including by email to the address associated with the relevant user account or by messages displayed through the Services, and shall be deemed given when sent or displayed. Any notice given to the Customer in accordance with the Agreement shall also be deemed given to its Authorized Users, and the Customer shall promptly forward to its Authorized Users any notice relevant to them.

Governing Law and Jurisdiction. The governing law and dispute resolution requirements applicable to these Terms shall be determined in accordance with the Agreement.