Appendix for Qt Insight

Version 2024-02, compliant with Qt Frame Agreement 2023-6 or later, as an amendment for Qt License Agreement 4

1. INTRODUCTION 

1.1. This Appendix for Qt Insight, including the Data Processing Addendum attached hereto, is an integral part of the Agreement and specifies the legal terms for the use of the Service (as defined herein) between The Qt Company and the Customer. Entry into this Appendix governs the use of and supersedes any prior contracts between the Parties (including prior License Agreements and similar prior agreements), with respect to the Service under this Appendix. 

1.2. Customer’s use of the Service further requires that Customer download the Qt Tracker Library (available at the Qt Customer Portal or Online Installer) and consents to the terms and conditions for use of the Qt Insight Tracker Library upon such download. The Qt Tracker Library is licensed on a commercial basis, but can be used in accordance with a Qt Community Edition license when Customer has purchased a Qt Insight subscription.

1.3. Qt Insight is a software service provided by The Qt Company for Customers interested in collecting and analyzing end-user data from their products by using Qt Tracker Library in combination with Qt Insight Cloud or Qt Insight Private Cloud each as further defined below (collectively, the “Service”). 

2. DEFINITIONS

2.1. ”Application” shall mean software and/or hardware devices products created by Customer that utilize the Tracker Library (as defined below).  

2.2. ”Contractor” shall mean third party consultants, distributors and contractors performing services to Customer under applicable contractual arrangement.

2.3. “Designated User(s)” shall mean the employee(s) of Customer or Customer’s Affiliates acting within the scope of their employment or Customer's Contractors using the Service and utilizing Support. 

2.4. “End User” shall mean the user of Customer’s Application that utilizes the Service. 

2.5. “Events” shall mean all the End-User actions (e.g. views, clicks, screen views or swipes) on an Application that are tracked and sent to Insight Cloud or Insight Private Cloud.

2.6. “Events Data” shall mean all data pertaining to Events that is collected by or via the Service on behalf of Customer.  

2.7. “Events Personal Data” shall have the definition set forth in the Data Protection Addendum to this Appendix. 

2.8. “Insight Cloud” means a multi-tenant online analytics platform provided, hosted, and maintained by The Qt Company. The Insight Cloud is used to collect, store, analyze, and visualize Events Data transmitted by the Qt Tracker Library.   

2.9. “Insight Private Cloud” shall mean an Insight Cloud instance installed, hosted, and maintained by Customer in their selected cloud environment. The Insight Private Cloud is used to collect, store, analyze, and visualize Events Data transmitted by the Qt Tracker Library. 

2.10. “Intellectual Property Rights” shall mean patents (including utility models), design patents, and designs (whether capable of registration or not), chip topography rights and other protections, trade secrets, copyrights, trademarks, service marks, trade names, logos or other proprietary words or symbols, protected under law or statute. 

2.11. “Tracker Library” shall mean The Qt Company’s software module used to collect Events Data from an Application and send such data either to Insight Cloud or Insight Private Cloud.

2.12. “Retention” shall mean the period of time that the Events Data is stored within the Insight Cloud or Insight Private Cloud, in accordance with the Purchase Document and this Appendix.

3. OWNERSHIP AND USE RIGHTS

3.1. Ownership of The Qt Company. The Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. As between the parties and except as expressly set forth in this Agreement, The Qt Company reserves all rights, title, and interest in and to the Service. All of The Qt Company's Intellectual Property Rights are and shall remain the exclusive property of The Qt Company or its licensors respectively. No rights to The Qt Company’s Intellectual Property Rights are assigned or granted to Customer under this Appendix, except when and solely to the extent expressly specified herein. 

3.2. Ownership of Customer. All of Customer’s Intellectual Property Rights are and shall remain the exclusive property of Customer or its licensors respectively. As between the parties and in relation to this Appendix and the Services provided, Customer is the owner of Events Data.  Customer grants The Qt Company a non-exclusive and worldwide license to the Events Data for the purposes of providing and improving the Services (however no improvements may be based on the use of Events Personal Data) in accordance with the uses set forth in Section 4 below.  

3.3. Use of Qt Insight Cloud

3.3.1. Where Customer utilizes the Insight Cloud, The Qt Company will provide access to the Insight Cloud to Customer for the purposes of utilizing the Service for the duration of the agreed-upon ordering term by Designated Users. Customer is provided access to and use of the Insight Cloud on a limited, non-exclusive, non-transferable basis, subject to compliance with the terms of this Appendix.   

3.3.2.  Customer agrees that, from time to time, the Insight Cloud may be unavailable or inoperable due to: (i) maintenance, or repair procedures; (ii) interruption or failure of electrical power, telecommunications, computers, hardware, software, databases, networks, or infrastructures; (iii) hostile network attacks; (iv) an event of force majeure; or (v) excessive Events Data loads.  

3.3.3.  The Qt Company reserves the right to change the technical specifications and the underlying production environment of the Insight Cloud without prior notice to Customer. The Qt Company will notify Customer in advance if the change has any material effects on Customer’s use of the Service. 

3.3.4.  Upon payment of the agreed Service Fees, Customer will be eligible to receive Support for the Services during the applicable Subscription Term (as defined below) and will receive updates for the Insight Cloud during the agreed Subscription Term. Support is provided in accordance with the Appendix for Support Terms. From time to time The Qt Company may change the support terms, provided that during the applicable ongoing Support period, the level of Support may not be materially reduced or altered without the consent of Customer. 

3.4.  Use of Insight Private Cloud

3.4.1. Where Customer utilizes the Insight Private Cloud, The Qt Company will provide Customer with an instance of the Insight Private Cloud for the purposes of Customer utilizing the Service via Designated Users. Provision of the Insight Private Cloud is on a limited (for the duration of the agreed-upon ordering term), non-exclusive, non-transferable basis, subject to compliance with the terms of the Agreement. Customer may install an Insight Cloud instance to a cloud platform of Customer’s choice from The Qt Company’s list of supported cloud platforms. Insight Private Cloud features may not be identical to features of the Insight Cloud.  

3.4.2. Upon payment of the agreed Service Fees, Customer will be eligible to receive Support and updates for the Insight Private Cloud and Services during the agreed Subscription Term. Support is provided as specified in the Appendix for Support Terms.  

3.4.3. The Qt Company will provide its generally available updates and patches for Insight Private Cloud. However, Customer is responsible for: (i) all maintenance, including installing the updates and patches; (ii) the security of the environment where the Insight Private Cloud is operated, as well as all the costs related to operation and maintenance thereof; and (iii) that the connectivity of the Insight Private Cloud to applicable Applications. Customer acknowledges that Customer is responsible for the availability of the Insight Private Cloud.  In the event of Customer’s failure to timely maintain the Insight Private Cloud or install provided updates and patches, The Qt Company does not warrant or support the Insight Private Cloud and, to the maximum extent permitted by law, disclaims any warranties or liabilities arising in connection with Customer’s failure to timely install updates and patches.

4. PERSONAL DATA AND DATA PROTECTION

4.1. Each party shall comply with its respective obligations under applicable data protection laws, including but not limited to the General Data Protection Regulation (EU 2016/679) (“GDPR”) and California privacy laws including the California Consumer Privacy Act of 2018 and the California Privacy Rights Act (“CCPA”). 

4.2. The Service can be used by the Parties to process End User data collected and stored in the Insight Cloud in order to analyze how End Users are using the Applications. The Qt Company collects and processes Events Data for: (i) securing, developing and improving the Service; (ii) providing the Service in accordance with the Agreement; (iii) compiling anonymous statistics for research and development, and marketing purposes, provided such statistics do not directly or indirectly identify Customer, Designated Users, or any End Users; (iv) invoicing purposes; and (v) problem and fault solving purposes. 

4.3. The Service can be used to process a limited set of personal data. Accordingly, the Data Processing Addendum (“DPA”) attached to this Appendix applies where the processing of personal data occurs.

4.4. The Parties shall maintain an appropriate level of physical, electronic, and administrative security to protect the collected data, and prevent its accidental, or unlawful destruction, or its loss, alteration, or unauthorized disclosure, or access.  

4.5. The Qt Company has no access to data handling where Customer uses the Insight Private Cloud. 

4.6. Customer acknowledges and agrees that the infrastructure used by The Qt Company to host the Insight Cloud may be provided by a third-party hosting provider, such as Amazon Web Services, Inc.  

5. CUSTOMER OBLIGATIONS

5.1. Customer shall be responsible for: 

1.  acquiring and maintaining the functional status of the hardware, connections and software that Customer needs to use the Service; 
2. the protection of Customer’s data systems and telecommunication and costs related to use of the Service; 
3. preparing the hardware, connections, software and data systems to meet the operating environment specifications delivered by The Qt Company; 
4. ensuring that Customer (including its Contractors, Affiliates, and employees) does not use or attempt to use the Service for the purpose of viewing personal data other than as permitted under this Appendix, or any form of collection or processing of sensitive personal data, each as defined by applicable data protection laws; 
5. all activities of Customer and End Users in using the Service and or Applications that may impact the Service, including use in compliance with the Agreement; 
6. all necessary and applicable notices, consents, and disclosures required to utilize the Service for Applications. 

5.2. Customer shall not impose an unreasonable or disproportionately large load on the Insight Cloud infrastructure (“excessive load”). Otherwise, Service may be suspended by The Qt Company. 

5.3. Customer shall not nor attempt to, and will not permit or assist any other entity to or attempt to:  

1. breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided by the Insight Cloud and Insight Private Cloud;  
2. use the Insight Cloud or any part thereof in any manner other than as permitted herein;  
3. use the Insight Cloud or Insight Private Cloud in a way that infringes or misappropriates a third party’s intellectual property rights or personal rights;  
4. send or store material on the Service containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; 
5. attempt to gain unauthorized access to the Services or related systems or networks;  
6. engage in any promotional or marketing activities that are deceptive, misleading, obscene, defamatory or illegal;  
7. use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activities conducted on The Qt Company’s servers;  
8. alter or tamper with any information or materials on or associated with the Service;  
9. provide access or login information to any 3rd party vendor or non-employee of Customer without the written permission of The Qt Company; or  
10. resell, copy, rent, or otherwise distribute the Service (in whole or in part) to third parties. 

6. PRE-RELEASE FUNCTIONALITY

6.1. The Service may contain additional pre-release functionality marked or otherwise stated with appropriate designation such as “Technology Preview”, “Alpha”, “Beta”, “Sample”, “Example” etc. (“Pre-Release Functionality”).  

6.2. Such Pre-Release Functionality may be made available on a complimentary basis to Customer, in order to provide experimental support or information for new platforms, preliminary versions of one or more new functionalities, or for other similar reasons. The Pre-Release Functionality may not be at the level of performance and compatibility of a final, generally available, product offering.  The Pre-Release Functionality may not operate correctly, may contain errors and may be substantially modified by The Qt Company prior to a first commercial product release, if any. The Qt Company is under no obligation to make Pre-Release Functionality commercially available, or assume any obligations relating thereto. To the maximum extent permitted by law, the Qt Company assumes no liability whatsoever regarding any Pre-Release Functionality. Any use thereof is exclusively at Customer’s own risk and expense. 

7. USAGE VERIFICATION AUDIT RIGHTS

7.1. The Qt Company or an independent auditor acting on behalf of The Qt Company, may, upon at least thirty (30) days’ prior written notice and at The Qt Company’s expense, audit Customer with respect to the Customer’s use of the Service, but not more frequently than once every six (6) months. Such audit may be conducted by mail, electronic means or through an in-person visit to Customer’s place of business. Any possible in-person audit shall be conducted during regular business hours at Customer’s facilities, shall not unreasonably interfere with Customer’s business activities, and shall be limited in scope to verify Customer’s compliance with the Agreement. The Qt Company or its independent auditor shall be entitled to inspect Customer’s Records and conduct necessary interviews of Customer’s relevant employees and Contractors. All such Customer’s Records and use thereof shall be subject to the obligation of confidentiality under the Agreement.  

7.2. If an audit reveals that Customer is using the Service beyond scope of the Agreement, Customer shall pay to The Qt Company any amounts commensurate for such unauthorized use within thirty (30) days from receipt of the corresponding invoice from The Qt Company.   

7.3. In addition, in the event the audit reveals a material violation of the terms of the Agreement, including underpayment of more than ten percent (10%) or 10,000 euros (whichever is more) for use of the Service, Customer shall pay The Qt Company's reasonable costs of conducting such audit.  

8. SUBSCRIPTION TERM

8.1. Services subscriptions are provided for twelve (12) month terms (“Subscription Term”) unless a different Subscription Term is set forth in the Purchase Document. The initial Subscription Term will commence on the date set forth in the Purchase Document. 

8.2. Upon expiration of the initial Subscription Term, the Subscription Term shall be automatically renewed for one or more additional renewal Subscription Terms, unless and until either Party notifies the other Party in writingthat it does not wish to renew the Subscription Term, such notification to be provided to the other Party no less than thirty (30) days before expiration of the respective Subscription Term. The Qt Company shall, in good time before the due date for the above notification, remind  Customer of the coming renewal Subscription Term. Unless otherwise agreed between the Parties, renewal Subscription Term shall be twelve (12) months. 

8.3. Any such renewal Subscription Term shall be subject to Services Fees agreed between the Parties in writing or, if no advance agreement exists, subject to The Qt Company’s standard list pricing applicable at the commencement date of any such renewal Subscription Term. 

8.4. Subscription Term(s) include a maximum number of events that may be collected via the Services, as set forth in the Purchase Document. Upon expiration of the applicable Subscription Term, any unused Events capabilities expire and The Qt Company will not provide any refund for unused Events capabilities. With regards to Retention periods provided during a Subscription Term, such Retention period expires upon expiration or termination of the Subscription Term, unless otherwise agreed between the parties in writing and subject to any fees for purchase of further Retention capabilities.  

9. RIGHTS AND DUTIES UPON TERMINATION 

9.1. Upon expiry or termination of this Appendix, all rights and obligations of the Parties will be terminated. Customer must terminate the traffic from Applications to the Insight Cloud immediately upon termination or expiration of this Appendix or the applicable subscription term, failing which The Qt Company reserves the right to charge for resulting costs accrued to The Qt Company with reasonable margin. 

9.2. Upon expiry or termination of this Appendix, Customer and all Designated Users shall cease using the Service, including use of Insight Service or the Tracker Library on any Application. Upon such termination or expiration, Customer will cease using the Qt Insight Cloud or Qt Insight Private Cloud. Where Customer utilized the Insight Private Cloud, Customer shall destroy all copies of the Qt Insight Private Cloud and all related materials and will, upon request of The Qt Company, certify as such by Customer’s duly authorized officer. 

9.3. Expiry or termination of this Appendix or the Agreement for any reason whatsoever shall not relieve Customer of its obligation to pay any Service Fees accrued or payable to The Qt Company under any existing or outstanding Purchase Document in effect prior to the effective date of termination, nor its obligation to pay any fees related to termination non-compliance (e.g., Tracker Library Terms non-compliance) and Customer will pay to The Qt Company all such unpaid fees within thirty (30) days from the effective date of termination of the Service Subscription Term or this Appendix, as applicable.  

9.4. Termination of this Appendix shall not affect the rights of Customer’s End Users to continue use of Applications so long as Customer deactivates usage of the Tracker Library in accordance with the Tracker Library Terms. 

10. SUSPENSION OF RIGHTS. The Qt Company reserves the right to suspend access, or withhold grants of all rights to the Service hereunder, should Customer violate or is reasonably suspected of violating its obligations (including payment obligations) under, or the terms of, the Agreement (including this Appendix and the DPA), and where such violation or breach is not cured within ten (10) business days following The Qt Company’s written notice thereof, provided that, in the event that the violation or breach endangers the Insight Cloud hosting environment or the viability of the Service (“critical violation”), The Qt Company may immediate suspend access until resolution of such critical violation or the expiration of the Service term, whichever is sooner.