Terms of Service
Effective from September 1, 2024 for all Customers and Users
Last Updated: October 30, 2025
These Terms of Service (“Terms”) govern access to and/or use of QApilot Services (“Service(s)”) provided by Digitral Private Limited, a company incorporated under the Companies Act, 1956, having its registered office at 2nd Floor, Skyview 10, The Skyview, Sy No. 83/1, Raidurgam, Hitech City Main Road, Hyderabad - 500081, India, and/or its Affiliates (“QApilot”, “we” or “us” or “our”).
These Terms constitute a binding agreement between QApilot and individuals or entities and their authorized users who purchase our Service(s) and/or create an Account with us, whether for a consideration or for free/on a trial basis for access or use of our Service(s) (collectively “Customer”, “you” or “your”).
QApilot and Customer may be referred to collectively as “Parties” or individually as a “Party.”
QApilot Service(s) offer a cloud hosted platform (“Platform”) that includes, among other things, Artificial Intelligence (“AI”) assisted Software as a Service (“SaaS”) tools to improve your testing automation efficiency for mobile applications.
Customer is desirous of accessing and utilizing the Service(s) as described in clause 3 of these Terms. The Terms capture the terms and conditions of the Customer’s access to and use of the Service(s). These Terms also regulate your use of any software, APIs, development tools, sample code, documentation, content, or other intellectual property made available to you via the Services.
1. Accepting these Terms
1.1. By accessing or using the Service(s), you accept and agree to abide by these Terms. If you are accessing or using these Service(s) on behalf of an organization or legal entity, you are agreeing to the Terms for that organization (in which event, “you”, “your” or “Customer” will refer to that organization or legal entity) and representing to us that you have the authority to bind that organization or legal entity to the Terms unless that organization has a separate written contract in effect with us, in which event such contract shall govern your use of the Service(s); provided that if there is any conflict between these terms and the contract, the provisions of the contract shall prevail. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE(S)
1.2. BY CLICKING TO ACCEPT AND/OR USING THESE SERVICES, YOU HEREBY AGREE TO THE TERMS.
1.3. You may not use the Services and may not accept the Terms if you are a person barred from receiving the Services under the laws of any other country, including the country in which you are resident or from which you use the Services.
1.4. If you are agreeing to be bound by the Terms on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to the Terms. If you do not have the requisite authority, you may not accept the Terms or use the Services on behalf of your employer or other entity
1.5. We may, in our sole discretion, modify the Terms via email or by posting notice on any part of the Service(s). The “Last Updated” date at the top the Terms indicates when the latest modifications were made to the Terms. The then-current version of the Terms will supersede all earlier versions. By continuing to access and use the Service(s), you agree to any such modifications. If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at admin@qapilot.io.
2. Definitions
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
“Account” means any accounts or instances created by you or on your behalf for access and use of the Service(s).
“Account-Related Information” means contact and other information about Customer and/or Customer’s representatives used to access the Service(s).
“API” means the application programming interfaces developed, enabled by or licensed to us that permits access to certain functionality provided by the Service(s).
“Applicable Laws” means all applicable local, state, federal, foreign and international laws, regulations and conventions, including, without limitation, those related to data privacy and data disclosure, data security, international communications, cross-border data transfers and export control laws/regulations.
“Affiliate” means any entity Controlling, Controlled by, or under common Control with the referenced entity.
“Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, judgments, and expenses (including reasonable attorney’s fees).
“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. It includes, without limitation, hardware and software designs and code; research; inventions; processes; schematics; drawings; product or service specifications and documentation; technical data; business, service, and product plans; marketing plans; forecasts; information about potential customers or vendors; customer or vendor lists; pricing information; other financial and sales information; and other confidential business information. For purposes of these Terms, Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. The terms “Controlling” and “Controlled” shall be construed accordingly.
“Customer Property” means a website or mobile application submitted to the Services for testing.
“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by us to you or your Users through the Service(s) or otherwise.
“Fees” shall mean consideration payable for Subscription.
“Intellectual Property Rights” shall mean all intellectual property rights and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world and intellectual property of the rights concerned including all extensions and renewals of such rights, whether or not such rights are registered or capable of registration, including, without limitation, copyrights, trademarks, trade names, service marks, service names, patents, designs and all other proprietary rights of whatsoever description whether or not protected and whether or not capable of protection.
“Order Form”: means any service order form or purchase order form or statement of work specifying the Service(s) subscribed to, particular features and functionalities in the Service(s) that you wish to avail and the Subscription Term.
“Permitted User” or “User” shall mean those who are designated as users of the Service(s) by the Customer or Customer’s Affiliates, and their respective employees and independent contractors (provided that they are not competitors of QApilot).
“Personal Data”: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.
“Privacy Law”: means all applicable laws, regulations, and legal requirements relating to the protection, privacy, security, use, collection, retention, storage, disclosure, transfer, disposal, and other processing of Personal Data, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), the UK Data Protection Act, and any other similar laws in relevant jurisdictions.
“Processing/to Process” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
“Sanctions and Export Control Laws” means all applicable economic sanctions, embargoes, export controls, anti-boycott, and trade compliance laws and regulations administered, enacted or enforced by the Government of India, the United States (including OFAC, BIS and the U.S. Department of State), the United Kingdom, the European Union and its Member States, and any other relevant authority with jurisdiction over the Parties or the transactions under this Agreement.
“Sanctioned Person” means any person or entity that is (a) listed on a sanctions- or export-restricted parties list maintained by the authorities referenced above, including but not limited to OFAC’s SDN List, the U.S. BIS Entity List, or the EU Consolidated List; (b) owned or controlled, directly or indirectly, by such a listed party; or (c) located, organized or resident in, or ordinarily residing in, a comprehensively sanctioned country or territory, to the extent prohibited by applicable law
“Sensitive Personal Information”: means information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.
“Service(s)”: shall mean and refer to the QApilot automation testing services and solutions made available by us through the Platform, Websites or through any other means and includes any Updates or Software or API or Documentation (including any APIs or applications of third-parties) made available by us with such offerings.
“Service Data”: means all electronic data, text, messages, emails, personal data or other materials, including without limitation Personal Data of Users and end users submitted to the Service(s) by you through your Account or through integration with Third-party Service(s) in connection with your use of the Service(s).
“Software”: means software provided by us (either by download or access through the internet) that allows you to use any functionality in connection with the Service(s).
“Subscription Term”: shall mean the period during which you have agreed to subscribe to the Service(s) specified in the Subscription Plan or in a relevant Order Form
“Third Party Service(s)”: shall mean third party application(s) or service(s) integrating with the Service(s) through APIs or otherwise enabled through the Service(s) which may require you to have your own accounts with such third-party application(s) or service(s) and/or agree to their respective terms of service in order to utilize them.
“Update” means any bug fixes, patches, minor changes, performance, or error corrections provided as a part of the Service(s).
“Website(s)” shall mean the websites owned and operated by us including qapilot.io
3. Access to, and Use of Service(s)
3.1. Access: Subject to these Terms and in accordance with the applicable subscription plan the Customer is granted during the Subscription Term a limited non-exclusive, non-transferrable, right and license during the Term, solely for its internal business purposes and in accordance with the Documentation, to: (a) use the Service(s); (b) implement, configure, and, through its Account Administrator(s), permit its Permitted Users to access and use the Service(s) up to any applicable limits or maximums; and (c) access and use the Documentation.
3.2. Your Account:
a) Your access and use of the Service(s) is restricted to the specified number of Permitted Users as specified in the relevant Order Form, if any, executed between the Parties.
b) Each Permitted User shall be identified using unique login information (“User Login”) and such User Login shall be used only by one individual. You shall not transfer your Account to another person, and you may not use anyone else’s Account, at any time without the permission of the Account holder.
c) Customer may assign and expressly authorize a Permitted User(s) as its agent to manage Customer’s account. Management of Customer’s account includes, without limitation, configuring administration settings, assigning access and use authorization, requesting different or additional services, providing usage and performance records, assisting in third-party product integrations, and accepting notices, disclosures, and terms and conditions (“Account Administrator”). Customer may appoint an employee, agent or a third-party business partner or contractor to act as its Account Administrator(s). Customer shall at all times be responsible for the acts and omissions of its Account Administrator(s)
3.3. Acceptable Use:
a) You agree not to (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare disassemble, reverse engineer, decompile or make the Service(s) available to any third party, other than Users in furtherance of your internal business purposes as expressly permitted by these Terms; (ii) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs of the software used by QApilot to provide the Service(s), except to the extent expressly permitted by applicable law (and then only upon advance notice to QApilot);(iv) use the Service(s) to store or transmit Sensitive Personal Information; (v) use the Service(s) to store or transmit Service Data in violation of Applicable Laws; (vi) access the Service(s) or the Documentation for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Service(s); (vii) remove or obscure any proprietary or other notices contained in the Service(s) or the Third-Party Service(s) (including any reports or data printed from the Service(s); (viii) use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (ix) use the Service(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (x) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service(s) (through use of manual or automated means) (xi) frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Service(s) (including images, texts, page layout, form); (xii) use any metatags and/or other “hidden texts” using QApilot’s name and/or trademarks; (xiii) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure and platform; (xiv) run any form of auto-responder and/or “spam” on the Service(s); (xvi) download or install software applications not intended for testing e.g. bitcoin mining, and other illegitimate activities; (xiv) use the Services for any unlawful purpose and/or to violate any Applicable law.
b) If we inform you that a specified activity or purpose is prohibited with respect to the Service(s), you will ensure that you immediately cease use of the Service(s) for such prohibited activity or purpose.
c) If QApilot suspends or terminates the Customer’s Account, the Customer will not subscribe for the Service(s) under a new account unless specifically allowed by QApilot. Customer agrees that QApilot shall not be liable to the Customer or to any third party for any such suspension and/ or termination or any refusal of access.
d) All obligations applicable under these Terms to the Customer shall apply equally to each of the Permitted Users, and Customer shall ensure that each of the Permitted Users comply with such obligations. Customer shall at all times remain responsible to QApilot for all acts and omissions of the Permitted Users, including for any breach of the provisions of these Terms by any Permitted User.
3.4. Warranties:
a) You represent and warrant that you are free to enter into these Terms, and perform the obligations hereunder, including the terms of any Third-party Service(s), and doing so will not violate any other agreement to which you are a party.
b) You represent and warrant that you: (i) are not a Sanctioned Person; (ii) are not owned or controlled by, or acting on behalf of, a Sanctioned Person; and (iii) will comply with Sanctions and Export Control Laws. Further, You represent and warrant that you and your Permitted Users are not, and will not be when using the Service(s), located in, under the control of, or a national or resident of an U.S. embargoed country or territory and are not a prohibited end user under Sanctions and Export Control Laws. In case of any breach of this provision by you or your Permitted User(s), without prejudice to any other rights of QApilot under these Terms and Law, QApilot shall be entitled to terminate this agreement by written notice with immediate effect
3.5. Service Availability: We will use commercially reasonable efforts to make the Services available at all times, the status of which can be viewed at www.status.qapilot.com (“Service Availability”). The evaluation of Service Availability will not include unavailability to the extent caused by: (i) use of the Service by Customer in a manner not authorized in these Terms or the applicable Documentation; (ii) general internet problems, Force Majeure Events (as defined below); (iii) Customer’s equipment, software, network connections or other infrastructure; (iv) third party systems, acts or omissions; or (v) QApilot’s Scheduled Downtime (defined below) or reasonable emergency maintenance. “Scheduled Downtime” means the period for which Service(s) may temporarily be unavailable due to the routine maintenance activities, Updates and upgrades in which case we shall use commercially reasonable endeavours to notify you in advance
3.6. Support:
a) QApilot provides break-fix support to its customers using automated (web+mobile) and manual tests that are done on the Service(s) or integrations supported on the Service(s). QApilot does not assist in writing tests or debugging new tests that have already been proven to work on a local ‘Selenium’ or ‘Appium’ server / grid. In order to provide appropriate support, QApilot may request and the Customer shall provide, demonstration(s) of the same test or share sample test script(s).
b) QApilot provides on-time support through chat/email during business hours (Indian Standard Time). Any support outside of the business hours (Indian Standard Time) will typically be responded within 24 (twenty-four) hours. If needed, and/or in response to Customer request, we may access your account to provide the requisite support. QApilot will have no obligation to provide support to the extent an incident arises from (a) use of the Services by Customer in a manner not authorized by or in non-compliance with, these Terms or the applicable Documentation; (b) general internet problems, Force Majeure Event or other factors outside of QApilot’s reasonable control; (c) Customer’s equipment, software, network connections or other infrastructure; or (d) third party systems, acts or omissions.
c) Support (as provided in the foregoing clauses) may not be available for new and/or experimental features which will be notified to you.
3.7. Usage Data: Notwithstanding anything to the contrary herein, Customer agrees that QApilot may obtain technical and other data from Customer’s or User’s use of the Service(s), including from telemetry, logs, performance metrics, feature usage and support tickets (“Usage Data”). Customer agrees that QApilot may use the Usage Data to (i) improve, support, enhance, develop, provide and deliver reporting regarding the QApilot Service (ii) develop new features, products and services; (iii) compile statistical reports and record insights into usage patterns; and (iv) perform its obligations under these Terms, during and after the Term of this agreement, provided that QApilot does not identify Customer as the source of such Usage Data without Customer’s prior written permission.
3.8. Privacy Practices: QApilot’s privacy practices regarding Personal Data stored using the Service(s) are governed by the then-current version of the QApilot Privacy Policy (“Privacy Policy”) available at digitral.com/privacy-policy , as amended from time to time, and which is incorporated by reference herein.
3.9. Trial Period: You may request a demo of our Service(s) or a trial of the Service(s) by creation of Accounts for trial use for a limited period of time (“Trial Period”). The Trial Period shall be subject to these Terms and any additional terms that We may specify. We, in our sole discretion, shall have the right to terminate the Service(s) and your right to use the Service(s) at any time during the Trial Period and for any reason, without being liable to you.
4. Your Content; User Generated Content
4.1. Any content that you post / share or otherwise make available on or through the Service(s), including all content related to test scripts, screenshots or software codes is “User Generated Content” (not including Account Related Information). You retain all rights in, and are solely responsible for, any and all User Generated Content you post to us, subject to the Terms set forth herein.
4.2. It is hereby clarified and you acknowledge that we play no role in User Generated Content. You acknowledge that the Service(s) are not designed for use with (and do not require) Personal Data included in the User Generated Content. Customer specifically agrees not to use the Service(s) to collect, store, process or transmit any Personal Data other than Account-Related Information and will not submit to the Service(s) or QApilot any User Generated Content containing any Personal Data. Customer undertakes, at all times, to upload any such Personal Data only on an anonymized basis. Under no circumstance shall QApilot have any liability under these Terms for Personal Data included within User Generated Content, or any security incident or breach regarding such Personal Data.
4.3. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Generated Content that you submit for your use of the Service(s); (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Service(s) and notify us promptly of any unauthorized use or security breach; (iii) comply with all applicable local, state, central, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Service(s); (iv) to the extent applicable, comply with all applicable rules of credit card associations or payment gateways used in the Service(s); and (v) obtain and maintain all computer hardware, software and communications equipment needed to access the Service(s) and pay all access charges (e.g., ISP fees) incurred by you in connection with your use of the Service(s).
4.4. You represent and warrant to us that you have all necessary rights, consents and permissions in relation to all User Generated Content as required for the purposes contemplated in these Terms (including granting QApilot the rights in clause 4.5), and that no User Generated Content will violate or infringe (i) any third party Intellectual Property, publicity, privacy or other rights or (ii) any Applicable Law.
4.5. You grant us, and our Affiliates, a non-exclusive, royalty-free, transferable, sub- licensable, worldwide license to store, display, reproduce, and distribute your User Generated Content only for the purposes of operating, developing, providing the Service(s) and for our internal purposes. We reserve the right to remove User Generated Content for any reason, including a violation or an apparent violation of these Terms, as we may solely determine. However, unless otherwise requested by you, we do not retain the right to modify any User Generated Content, and shall not access the User Generated Content, in the event such access is not required for the purposes of the Services rendered.
4.6. Storage:
a) We may delete and reset the test environment after each test conducted by the Customer using the Services. Customer specifically acknowledges that the Service(s) are not designed to or used for storage of User Generated Content and that QApilot is not obliged to maintain a backup of any User Generated Content except for Customer test execution data and related logs which may be stored for a period of 30 (thirty) days from the date of upload/creation.
b) Following termination or deactivation of your Account, or your removal of any User Generated Content from our Service(s), we may, but shall not be bound to, retain such User Generated Content for a commercially reasonable period of time for backup, archival, or audit purposes. It is acknowledged and agreed that we shall have the right to delete all User Generated Content following termination or deactivation of your Account.
5. Information Security and Personal Data
5.1. Information Security: QApilot will maintain an information security program that incorporates administrative, physical, and technical safeguards designed to (a) ensure the security and integrity of the test execution data and Account Information; (b) prevent unauthorized access to, or disclosure of, the test execution data and Account Information; and (c) protect against threats, hazards and security incidents with respect to the test execution data and Account Information, in each case, solely to the extent that QApilot hosts such test execution data or Account Information.
5.2. Privacy Policy: The terms of service of the privacy policy located at digitral.com/privacy-policy will govern all information or data collected through the Service(s) and the Platform.
5.3. Data Processing/Transfer: In the event that Customer stores, transmits, or otherwise process Personal Data using the Service(s) or by transmitting it to QApilot, whether that is Account-Related Information or User Generated Content, the Data Protection Addendum found in Exhibit 1 shall be applicable for the processing of any Personal Data.
6. Intellectual Property Rights
6.1. Customer acknowledges and agrees that the Service(s) and API contain proprietary materials of QApilot (including the Platform and Documents) and/or the Third Party Service Provider(s), as the case may be. All present and future, Intellectual Property Rights in the Platform, Services, our APIs, Documentation, any improvements, design contributions, enhancements or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service(s), shall, at all times be and remain the sole and exclusive property of QApilot. Customer hereby acknowledges that it only has a limited right to access and use the Service(s) under these Terms and that no ownership rights are being conveyed under these Terms. The Service(s) are offered as an on-line, hosted solution, and Customer shall have no independent right to obtain a copy of it unless authorized by us or provided by us as part of the Service(s) (including copy of any software used for providing the Service(s)).
6.2. You own the rights to the Service Data that you provide to us. We do not claim ownership over such Service Data. You grant to us a royalty-free license and right to use Service Data solely to provide, support, maintain and improve the Service(s) and for any enhancements to the QApilot Service(s).
6.3. Our use of Usage Data / anonymous data: You agree that we may use the data generated by and stored on our servers anonymously, for our own internal business purposes, including but not limited to the development of anonymous marketing and sales collateral materials, statistical analysis of data, and publication solely in an aggregated form of operating data in industry benchmark reports.
6.4. We shall have a right and license to incorporate into the Service(s) or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) we receive from you. You acknowledge we may freely use such Feedback in connection with any our products or services without the need to pay compensation for any use of such Feedback. Feedback shall be treated as non-confidential and non-proprietary information.
6.5. All rights not expressly provided to you herein are reserved.
7. Third-party Services
7.1. The Service(s) include, and also enable integration with, a range of Third-party Service(s) and third-party platforms for enhancing testing experience (such as device farms, test case management software, and other tools generally used in the software development life cycle). A list of such Third-party Service(s) is available in the Documentation updated from time to time. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIRD-PARTY SERVICE(S) WILL BE SUBJECT TO THE RESPECTIVE TERMS AND CONDITIONS AND PRIVACY POLICIES OF SUCH THIRD-PARTY (including, but not limited to, the respective terms of service at Terms of Service | BrowserStack or Terms of Service -Lamdatest) , which shall prevail over any conflicting terms contained in these Terms. WE SHALL NOT BE LIABLE FOR YOUR ENABLEMENT, ACCESS OR USE OF SUCH THIRD-PARTY SERVICE(S), INCLUDING YOUR DATA PROCESSED BY SUCH THIRD PARTY. We shall be liable only to the extent any such breach or claim is directly attributed to any portion of the Service(s) that comprise QApilot proprietary software when it is being transmitted through the Service(s). You should contact that Third- party service provider for any issues arising in connection with use of such Third-party Service(s).
7.2. Open-Source Software: Service(s) include third-party software that are subject to separate open-source licenses that govern Customer’s use. Use, reproduction and distribution of those components of the Software that are licensed under an open-source software license are governed solely by the terms of that open-source software license and not these Terms. Where required, QApilot provides attribution for the Open-Source Software in accordance with the applicable open source or source available license(s). For Open-Source Software subject to a license that gives Customer the right to receive the source code for the binary distributed to Customer, if the source code for the Open-Source Software was not provided with the binary distribution, Customer may obtain a copy from the publicly available hyperlink of the Open-Source Software.
7.3. When you authorise integration with Third-party Service(s), you authorise us to access and store certain data provided by the Third-party Service(s) and any other information that the Third-party Service(s) makes available to us, and to Process it in accordance with these Terms.
7.4. You are responsible for authorizing the integration of the Third-party Service(s) and ensuring our access to and the transmission of Service Data through the Service(s). We will not be liable for ensuring the accuracy and sufficiency of Service Data submitted to and transmitted through the Service(s).
7.5. You acknowledge and agree that we shall have no liability for claims arising due to your violation of this clause 7.
8. Fees and Payment
8.1. Fees: The prices, features, and options of the Service(s) depend on the subscription plan selected as well as any customization requested by you (“Subscription Plan”). All charges associated with your Account shall be based on the Subscription Plan you have subscribed as may be listed/detailed on our Website or in an Order Form or in an email communication with us (“Fee”). The Fees are due in full and payable in accordance with clause 8.3, when you subscribe to the Service(s).
8.2. Renewal: To ensure that you will not experience any interruption or loss of services, the Subscription Plan will automatically renew on a monthly or annual basis, depending upon the Subscription Term (“Renewal Term”). If you purchase a Subscription Plan you agree to pay the then-current applicable Fees associated with the Subscription Plan and further agree and acknowledge that it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Term: (a) you terminate your Account; (b) you set your Account not to auto-renew by logging in to Service(s) or by contacting us at support@qapilot.io; (c) QApilot declines to renew your Subscription Plan; or (d) these Terms are otherwise properly terminated as expressly permitted herein..
8.3. Payment: You hereby authorize us or our Affiliates or our authorized agents, as applicable, to bill you upon your subscription to the Service(s) (and any renewal thereof). Unless otherwise stated in an Order Form, Your payment is due immediately as per our invoice date, and your subscription will be activated only upon receipt of the full amount of the Fees as per the invoice. Payment for Renewal Term is due within 7 days of the commencement of the Renewal Term.
8.4. Refunds: Unless otherwise specified in an Order Form or in these Terms, all Subscription Charges are non- refundable. No refunds shall be issued for partial use or non-use of the Service(s).
8.5. Late Payments/Non-payment of Fees: We will notify you in the event we do not receive payment towards the Fees (including, as applicable, fees for Renewal term) within the due date. We must receive payments within a maximum of ten (10) days from the date of our notice. If we do not receive payment within the foregoing time period, in addition to our right to other remedies available under law, We may (i) charge an interest for late payment @ 1.5% per month and/or; (ii) suspend your access to and use of the Service(s) until We receive your payment towards the Fees as specified herein and/or; (iii) terminate your Account.
8.6. Applicable Taxes: Unless otherwise specified in an Order Form, the Fees do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). If you have an obligation to withhold any amounts under any law or tax regime, you will gross up the payments so that We receive the amount actually quoted and invoiced on the Order Form.
8.7. QApilot does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features, usage limits and options in a particular Subscription Plan without prior notice. Customer shall not, and shall not permit others, to use the Service(s) or allow access to them in a manner that circumvents contractual usage restrictions set forth in these Terms and/or applicable Subscription Plan.
8.8. No set-off: Customer will not set-off or offset against QApilot's invoices amounts that Customer claims are due to Customer by QApilot, or any amounts resulting from any billing or collection disputes. Customer will bring any claims or causes of action Customer may have in a separate action and waive any rights Customer may have to offset, set-off, or withhold payment for the Services delivered by QApilot.
8.9. Use Verification: QApilot may remotely review the scope of Customer's use of the Service(s), and on QApilot's written request, Customer will provide reasonable assistance to verify Customer's compliance with these Terms with respect to access to and use of the Service(s). If QApilot determines that Customer has exceeded its permitted access and use rights to the Service(s) as described in an Order Form, QApilot will notify Customer and Customer will, within ten (10) days, either: (i) disable any unpermitted use; or (ii) purchase additional use and access rights commensurate with Customer's actual use, at QApilot’s then effective rates and fees.
9. Term, Termination and Suspension
9.1. Term: Unless otherwise stated in an Order Form, with reference to Service(s), these Terms and the Subscription Term shall begin on the earliest of the date of Customer’s acceptance of an Order Form, or creation or access to an Account, or your download, installation, activation or use of the Service(s) and continues until the Customer’s Subscription Plan expires or its use of the Service(s) ceases (including as a result of termination in accordance with the Terms), whichever is later.
9.2. Termination by You: You may terminate one or more of your Account(s) in the event we materially breach these Terms, provided that you shall provide an advance notice of such breach and afford us not less than sixty (60) days to cure such breach. In case of such termination, we shall, pro-rata, refund the Fees for the remainder of the Subscription Term.
9.3. Suspension and Termination by Us:
a) In addition to suspension for late payment or non- payment of the Fees, we may suspend your access to and use of your Account or the Service(s) if you are in violation of these Terms or if, in QApilot’s sole discretion, continued use of the Service(s) by you (or your Permitted Users) creates legal risk for QApilot or presents a threat to the security of the Service(s) or QApilot’s customers. We will notify you if your activities violate these Terms and, at our sole discretion, provide you with a period of seven (7) days (“Cure Period”) to cure or cease such activities. If you fail to cure or cease such activities within said Cure Period or if we believe that such breaches cannot be cured, your Account/ Service(s) shall be terminated. We may also terminate a Trial Period in accordance with clause 3.9. Notwithstanding the foregoing, QApilot, reserves the right to immediately suspend your access to and use of your Account or the Service(s), in case of any actual or likely material breach of these Terms by you, which, in our sole and reasonable discretion is or likely to be irremediable.
b) Further, we also reserve the right to terminate your Account/ Service(s) at any time by written notice due to business reasons which shall include discontinuation of the Service(s), in which case, you shall be entitled to pro-rata refund of the Fees for the remainder of the Subscription Term.
9.4. Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate these Terms without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
9.5. Effect of Terminating Your Account: Following the termination of your Account/ Service(s) either by yourself or by us, your access and use of the Service(s) shall cease. We retain all Service Data in our possession for thirty (30) days from the date of effective termination (“Data Retention Period”). Beyond the Data Retention Period, we reserve the right to delete all the Service Data in our possession. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms. Any Fees accrued but not paid by the Customer under these Terms shall become immediately due and payable upon termination of these Terms.
10. Confidentiality; Data Privacy and Security
10.1. If you choose, or are provided with, a user identification code, login, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We shall have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion, you have failed to comply with any of the provisions of these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring in your Account as a result of your non- compliance of obligations under this clause.
10.2. Each Party (“Receiving Party”) will protect the other Party’s (“Disclosing Party”) Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own Confidential Information, and in any event, no less than reasonable care. Receiving Party shall the Disclosing Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms. Receiving Party shall disclose such Confidential Information solely to those of its respective employees, representatives and agents (“Representatives”) who have a need to know such Confidential Information for such purposes provided that (a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure and shall ensure that each such Representative is made aware of and complies with the Receiving Party’s obligations of confidentiality under these Terms as if the Representative was a party to these Terms and (b) at all times, each Receiving Party is responsible for its Representatives' respective compliance with the obligations set out in these Terms. It is clarified that the Service(s) and Documentation shall be deemed to be Confidential Information of QApilot. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Service Data and such agreement shall have no further force or effect with respect to Service Data.
10.3. The Parties agree that a breach of the confidentiality obligations set forth in these Terms by the Receiving Party may cause immediate and irreparable damage to Disclosing Party and shall entitle the Disclosing Party, without the necessity of posting a bond, to seek injunctive relief to prevent the continued unauthorized use of Disclosing Party’s Confidential Information, as well as to pursue all other remedies available to Disclosing Party at law.
10.4. We shall Process any Personal Data forming part of the Service Data only on your behalf as your data processor. We shall Process such Personal Data in accordance with these Terms (including Exhibit 1) and applicable data privacy laws and as part of the direct relationship between us and you.
10.5. You acknowledge and agree that you are the Business, and we are the Service Provider with respect to the Personal Data of Consumers (as those terms are understood under CCPA) disclosed by you to us for the provision of the Service(s).
10.6. We will not sell, retain, use, or disclose Personal Data of Consumers that we process on behalf of you when providing the Service(s) under these Terms for any purpose other than for the specific purpose of providing the Service(s) in accordance with the Terms and as part of the direct relationship between us and you. We understand the restrictions stated in this clause and will comply with such restrictions.
10.7. You acknowledge and agree that you shall be responsible for providing the required notice to Consumers with respect to sharing their Personal Data with us.
10.8. The Personal Data we collect from you at the time of creating the Account, for billing purposes and User’s accessing the Account shall be in line with our Privacy Policy.
10.9. Data Security: We will implement and maintain administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of, and prevention of any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of, your Data, in accordance with applicable industry standards. We will notify you immediately following discovery of any suspected breach or compromise of the security, confidentiality, or integrity of your Data. Written notification provided pursuant to this paragraph will include a brief summary of the available facts, the status of our investigation, and if known and applicable, the potential number of persons affected by release of data relating to such person.
11. Artificial Intelligence (‘AI’) products:
Using AI products in the Service(s) present significant opportunities for new and efficient forms of content creation and test content generation, across a wide range of automation software testing. However, AI Products also present new and unsettled legal and business risks that necessitate caution. Among other concerns, companies risk disclosing and losing control of confidential information incorporated in input, generating output that may violate third party rights, and creating content for commercialization that may appear proprietary but is not, meaning there is a potential risk that what is created through AI Products may be used by others.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, AS SUCH, YOU ACKNOWLEDGE THAT OUTPUT IS GENERATED BY AI AND MACHINE LEARNING CAPABILITIES, AND WE MAKE NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE AI OUTPUT. WE DISCLAIM ANY WARRANTY WITH RESPECT TO, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR, ANY USE OF AI PRODUCTS CONSISTENT WITH THESE TERMS, INCLUDING ANY OUTPUT GENERATED BY AI PRODUCTS. Due to the nature of AI Products, (a) our support (as stated in clause 3.6) may not apply to AI Products, (b) AI output may not be unique across Users and AI Products may generate the same or similar output for you and other customers, (c) AI output does not represent our views and is not our professional advice or opinion, (d) AI output will not be deemed as Confidential Information, and (e) you will not, and ensure your Users not to, represent that AI output is human-generated. To the extent that you have any right, title or interest in any such input and output, you hereby grant us a worldwide, non-exclusive, perpetual license to access, use, copy, perform, store, transmit, modify, and display, AI input and output to provide the Service(s) to you and to support and improve AI products. We may use technology provided by third party service providers to provide the AI products/Service(s). You agree that AI input and output may be shared with and processed by such third-party service providers for the purpose of providing AI products/Service(s) to you.
12. Warranties
12.1. Limited Services Warranty: QApilot warrants, for Customer’s benefit only, that the Service(s) will operate in substantial conformity with the applicable Documentation. QApilot’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, at no charge to Customer, for QApilot to use commercially reasonable efforts to correct a reported material non-conformity, or if QApilot is unable to correct the material defect in the Service(s), or if QApilot determines such remedy is impracticable, either party may then terminate the applicable Services following a Cure Period of not less than thirty (30) days. The limited warranty set forth in this Section shall not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge or evaluation basis.
12.2. QApilot represents and warrants that use and access by the Customer of the Service(s) in accordance with the terms of these Terms shall not infringe the Intellectual Property Rights of a third party. Customer’s sole remedy and QApilot’s sole liability for a breach of this warranty is to defend and indemnify Customer as provided in clause 14.2 below.
12.3. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES IN CLAUSES 12.1 AND 12.2 ABOVE, THE SERVICES ARE PROVIDED “AS IS”. NEITHER QAPILOT NOR ITS PARTNERS AND SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. QAPILOT DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES QAPILOT WARRANT THAT QAPILOT WILL ASSESS WHETHER SENSITIVE PERSONAL INFORMATION IS CORRECTLY MASKED. QAPILOT SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF QAPILOT. QAPILOT HAS NO LIABILITY OR RESPONSIBILITY, AND CUSTOMER IS SOLELY RESPONSIBLE, FOR ASSESSING WHETHER THE SERVICE(S) (INCLUDING QAPILOT’S SECURITY OBLIGATIONS) WILL MEET CUSTOMER’S REGULATORY OR OTHER LEGAL OBLIGATIONS. QAPILOT DOES NOT REPRESENT OR WARRANT THAT THE SERVICE(S) WILL ACHIEVE CUSTOMER’S DESIRED RESULTS AND QAPILOT DISCLAIMS ALL LIABILITY OF ANY KIND FOR DECISIONS MADE BASED ON USE OR OTHER RESULTS OF THE SERVICE(S). QAPILOT HAS NO CONTROL OVER, AND WILL HAVE NO LIABILITY FOR, ANY ACTS OR OMISSIONS OF ANY PERMITTED USERS.
12.4. By Customer:
Customer represents and warrants that the Customer has the right and authority to enter into these Terms, to perform its duties and obligations hereunder, exercise its rights hereunder, and to grant the licenses provided by Customer under these Terms. Customer further represents and warrants that Customer has secured for QApilot all right, license, permission and consent necessary to access, process, store and use Customer Data, Users’ account information and any data Users upload to the Service(s) or the Platform for the purposes of delivering the Service(s), responding to any technical problems, troubleshooting and testing, and that Customer Data do not and will not infringe on any privacy, intellectual property or other rights of third parties. Customer represents and warrants that Customer’s use of the Service(s) shall comply with all applicable laws, regulations, statutes, judicial decisions or other rules and regulatory or governmental rulings in connection with Customer’s business operations. Customer also represents and warrants that Customer will strictly follow and observe the QApilot’s implementation descriptions in the Documentation that require the Customer to accurately configure the Service(s), including the designation of which Customer data fields, categories and attributes will and must be masked in order to comply with any of the foregoing warranties. Customer shall be solely liable to QApilot or to third parties, for any violation, breach or non-compliance with any of the foregoing obligations.
13. Limitation of Liability
13.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES.
13.2. In jurisdictions which do not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages, our liability will be limited to the greatest extent permitted by law.
13.3. To the maximum extent permitted by applicable law, each Party’s aggregate liability and that of our Affiliates, officers, employees, agents, suppliers and licensors, relating to the Service(s), will be limited to an amount equal to three months of the fees actually paid by you for the Service(s) prior to the first event or occurrence giving rise to such liability. The existence of more than one Claim shall not enlarge this limit. The foregoing limit stated in this clause 13.3 shall not apply in respect of Claims arising out of either Party’s indemnification obligations and Customer’s payment obligations.
13.4. Notwithstanding anything else to the contrary, we disclaim all liabilities, to the maximum extent permitted by law, with respect to the Service(s) offered during the Trial Period.
14. Indemnification
14.1. Indemnification by you: You will indemnify and hold us harmless against any claim brought by a third party against us, our respective employees, officers, directors and agents arising from:
a) your acts or omissions in connection with clauses 3.1, 3.2, 3.3, 3.4 and 12.4 of these Terms
b) any failure or alleged failure by you and/ or any Permitted Users to comply with Applicable Laws or regulations including Sanctions and Export Control Laws;
provided that (i) we promptly notify you of the threat or notice of such a claim, (ii) you will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (ii) we shall fully cooperate with you in connection therewith.
14.2. Indemnification by us: We will defend you, from any third-party claim alleging that your use of the Service(s) as contemplated hereunder infringes any third party’s patent, copyright and/or trademark or intellectual property rights (an “IP Claim”), and will indemnify and hold you harmless from and against any damages and costs awarded against you, or agreed in settlement by us (including reasonable attorneys’ fees) resulting from such IP Claim. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the Service(s) by you, or your Users; (ii) modification of the Service(s) by anyone other than us; or (iii) the combination, operation or use of the Service(s) with other data, hardware or software not provided by us. If your use of the Service(s) results or in our opinion is likely to result in an IP Claim, we may at our own option and expense (a) procure for you the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonably as determined by us, then either you or we may terminate your subscription to the Service(s), and we shall refund you, on a pro-rated basis, any Fees that you have previously paid for the corresponding unused portion. This section above state our entire liability and your exclusive remedy with respect to an IP Claim.
14.3. Each Party indemnifies the other Party for any breach of its confidentiality obligations under these Terms.
15. Miscellaneous
15.1. Scheduled downtime: The Service(s) may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case we shall use commercially reasonable endeavours to notify you in advance.
15.2. Updates: Any enhancements, new features or Updates to the Service(s) are also subject to these Terms and we reserve the right to deploy them at any time.
15.3. Entire Agreement and Revisions: These Terms, including all schedules and online policies incorporated herein by reference, contains the entire agreement and understanding of the Parties and supersedes all prior communications, discussions, negotiations, proposed agreements, and all other agreements between them, whether written or oral, concerning the subject matter herein. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. The new Terms will be reflected on our Website www.qapilot.io and your continued use of the Service(s) following the effective date of any such amendment may be relied upon by us as your acceptance of any such amendment.
15.4. Severability: The unenforceability of any provision or provisions of these Terms shall not render unenforceable or impair other provisions of these Terms. If any provision is declared to be invalid or unenforceable in whole or in part, Parties shall attempt to amend such provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the Parties.
15.5. Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
15.6. Assignment: We may, at our absolute discretion, assign these Terms o all or any part our rights or obligations hereunder to any person declared by us to be a subsidiary or Affiliate or to any person providing credit facilities to us. The Parties moreover agree that we may effect corporate restructuring, sale or merger (including an amalgamation) within our group companies, as well as with any third party, without the prior written consent of the Customer, and that the rights and obligations of QApilot pursuant to these Terms shall stand transferred accordingly.
Except to your Affiliates/within your group companies, you may not, directly or indirectly, assign all or any part of these Terms or your respective rights under these Terms or delegate performance of its respective duties under these Terms without our prior consent, which consent shall not be unreasonably withheld.
In the event of assignment to an Affiliate, the Party assigning its performance shall promptly intimate the other Party of such assignment and shall not default in any of its payment obligations under these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
15.7. Force Majeure: Notwithstanding anything to the contrary contained elsewhere, we shall not be liable for unavailability of the Service(s) caused by circumstances beyond our reasonable control, such as but not limited to, acts of God, acts of government, pandemic, epidemic acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Service Data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
15.8. Governing Law and Dispute Resolution: These Terms shall be governed by and construed in accordance with the laws of the Republic of India. You hereby expressly agree to submit to the exclusive personal jurisdiction of the courts located in Hyderabad, India. Any dispute, claim, or controversy arising out of or relating to these Terms, including their breach, termination, enforcement, interpretation, or validity, as well as the determination of the scope or applicability of these Terms to arbitration, shall first be settled by arbitration. The arbitration proceedings shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996 (as amended from time to time), and shall be adjudicated by a sole arbitrator mutually appointed by both Parties. The arbitration shall be held in English in Hyderabad, India. Judgment on the arbitration award may be entered in any court having jurisdiction. This clause does not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction
15.9. Export Compliance: The Service(s) and Documentation thereof may be subject to export laws and regulations of the applicable jurisdictions. In its use of the Service(s), Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any United States government list of prohibited or restricted parties or located in (or a national of) a country that is subject to an embargo or that has been designated by the United States government as a “terrorist supporting” country, (ii) Customer shall not (and will not permit any of its users to) access or use Service(s) in violation of any United States export embargo, prohibition or restriction, and (iii) Customer will not submit to the Service(s) any information that is controlled under the United States International Traffic in Arms Regulations.
15.10. Anti-Corruption Laws: Customer shall comply with all anti-corruption laws and regulations ("Anti-Corruption Laws") including but not limited to the United States Foreign Corrupt Practices Act ("FCPA") and/or the UK Bribery Act, irrespective of whether Customer is legally subject to it. Customer shall not cause QApilot to violate the FCPA, the UK Bribery Act or any Anti-Corruption Laws in connection with the activities conducted on behalf of QApilot under these Terms or any other activities involving QApilot (collectively, the "Activities"). Customer shall not, in connection with the Activities, pay, offer, promise, or authorize the payment or transfer of anything of value, directly or indirectly, to any other person or entity for the purpose of improperly obtaining or retaining business, for any other advantage for QApilot, or for any other purpose prohibited by the FCPA, UK Bribery Act or any Anti-Corruption Laws.
15.11. Publicity Rights: You hereby grant us a royalty-free, worldwide, transferable license to use your trademark or logo to identify you as our customer on our websites and/or marketing collateral.
15.12. Notices and Consent to Electronic Communications: All notices to be provided by us to you under these Terms may be delivered in writing (i) by a recognized postal delivery service (“Courier”) to the contact address provided by you in the relevant Order Form; or (ii) electronic mail to the e-mail address provided by you. Our address for a notice to us: (i) in writing by Courier is Digitral Private Limited, 2nd Floor, Skyview 10, The Skyview, Sy No. 83/1, Raidurgam, Hitech City Main Road, Hyderabad - 500081, India or (ii) by electronic mail is support@qapilot.io. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon actual receipt
15.13. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 6 (Intellectual Property Rights), 8 (Fees and Payment), 9 (Term, Termination and Suspension), 10 (Confidentiality, Data Privacy and Security), 12.3 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Miscellaneous) shall survive any termination of these Terms with respect to use of the Service(s) by you.
Exhibit 1- Data Processing Addendum
This Data Processing Addendum (“DPA”) amends and forms part of the written agreement between Customer and Digitral Private Limited (“QApilot”) (collectively, “the Parties”) for the provision of Service(s) to Customer. This DPA prevails over any conflicting term of the Terms but does not otherwise modify the Terms.
1.1. QApilot shall process Personal Data only as a Processor acting on behalf of Customer and, with respect to CCPA, as a Service Provider, in each case, regardless of whether Customer acts as a Controller or as a Data Processor on behalf of a third-party Controller with respect to Personal Data.
1.2. The Customer represents that its instructions to QApilot will comply with applicable Privacy Law. The Customer acknowledges that QApilot is not responsible for determining which laws are applicable to the Customer’s business, nor is QApilot responsible for ensuring that its provision of Service(s) meets the requirements of such laws. If QApilot reasonably believes that any Customer instruction violates applicable laws, including Privacy Law, it will inform the Customer promptly.
2.1. This DPA applies to Processing of Personal Data by QApilot in the context of these Terms.
2.2. The subject matter, nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects are set out in Annex I, which is an integral part of this DPA.
5.1 Customer is responsible for the lawfulness of Personal Data processing under or in connection with the Service(s). Customer shall (i) have provided, and will continue to provide all notices and have obtained, and will continue to obtain, all consents, permissions and rights necessary under applicable Data Protection Law for QApilot to lawfully process Personal Data for the purposes contemplated by these Terms (including this DPA); (ii) make appropriate use of the Service(s) to ensure a level of security appropriate to the particular content of the Personal Data; (iii) have complied with all Data Protection Law applicable to the collection of Personal Data and the transfer of such Personal Data to QApilot and its Sub-processors; and (iv) ensure its processing instructions comply with applicable laws (including applicable Data Protection Law).
4.1. The Customer grants QApilot a general authorization to engage Sub-processors, subject to the conditions set forth in this section. QApilot shall ensure that Sub-processors only have access to Personal Data to the extent strictly necessary for the provision of the Service(s) and prohibit any processing of Personal Data for other purposes.
4.2. The Customer may object to the addition of a new Sub-processor, provided that the objection is in writing and based on reasonable grounds related to data protection.
4.3. In the event of an objection, both parties agree to negotiate in good faith to resolve the issue. If no resolution is reached within thirty (30) days of the Customer's objection, the Customer may discontinue the use of the Services affected by the Sub-processor’s engagement, without prejudice to any fees incurred prior to such discontinuation.
4.4. QApilot shall enter into a written agreement with each Sub-processor that imposes data protection obligations substantially similar to those set out in this DPA, including the implementation of appropriate technical and organizational measures to protect Personal Data in accordance with applicable Privacy Laws.
4.5. QApilot will remain fully liable for the acts, errors, or omissions of its Sub-processors that result in a breach of this DPA, as if the breach were caused by QApilot itself, subject to the terms on liability and indemnity under these Terms.
5.1. QApilot will provide the Customer with the means to delete, obtain a copy of, or restrict the use of Personal Data processed under these Terms, where applicable. The Customer may utilize this functionality to comply with Privacy Law requirements when responding to data subject requests (e.g., access, deletion, rectification).
5.2. In the event that the Customer is unable to fulfill a data subject request through the means provided by QApilot, QApilot shall, upon request, provide reasonable and timely assistance to the Customer to help ensure compliance with applicable Privacy Laws, including but not limited to GDPR and CCPA.
6.1. To facilitate the lawful transfer of Personal Data across jurisdictions, QApilot will implement appropriate transfer mechanisms in compliance with applicable Privacy Law.
6.2. Customer acknowledges and consents to the transfer of Personal Data across jurisdictions, including to countries outside the jurisdiction in which the data was originally collected. Such transfers will be governed by the Standard Contractual Clauses (SCCs), or other lawful transfer mechanisms as required by applicable Privacy Laws, ensuring that the Personal Data is subject to appropriate safeguards that provide an equivalent level of protection as required under such laws.
6.3. Customer further represents and warrants that it has obtained all necessary consents and rights from the data subjects to transfer their Personal Data in compliance with applicable Privacy Laws. Customer consents to QApilot processing such data in accordance with the Terms and this DPA, including in jurisdictions where QApilot or its sub-processors operate.
6.4. QApilot will ensure that any transfers of Personal Data outside of the original jurisdiction, including to any sub-processors will be governed by the same protections and contractual obligations as outlined in this DPA and the Agreement.
7.1. QApilot shall maintain records of all processing activities involving Personal Data in accordance with Data Protection Laws. These records will include necessary details and be made available to Customer upon request. QApilot will delete or return any Personal Data stored upon Customer's request, subject to any legal retention obligations. Upon expiration or termination of the agreement and/or this DPA, QApilot may delete all Personal Data unless otherwise agreed in writing. Personal Data stored in backup and disaster recovery repositories shall be retained for a longer duration and shall remain subject to this DPA until deleted.
7.2. QApilot will inform Customer without undue delay if QApilot believes that an instruction of Customer violates Data Protection Law, in which case QApilot may suspend the Processing until Customer has modified or confirmed the lawfulness of the instructions in writing.
8.1. QApilot will cooperate with audits conducted by Customer or a regulatory authority that may be required under Privacy Law.
8.2. Any Customer-requested audits are at Customer’s expense. Customer shall reimburse QApilot for any time expended by QApilot or its Sub-processors in connection with any Customer-requested audits or inspections at QApilot’s then-current professional services rates, which shall be made available to Customer upon request.
The liability of either party and its Affiliates under these Terms and this DPA shall be limited to the liability caps agreed upon in the agreement. Any liability or indemnity claims related to this DPA, including those arising from the EU SCCs and UK IDTA, will be governed by the liability terms in these Terms, except as prohibited by applicable law.
Customer acknowledges and agrees that QApilot may create and derive from processing related to the Service(s) anonymized and/or aggregated data that does not identify Customer or any natural person, and use, publicize or share with third parties such data to improve QApilot’s products and Service(s) and for its other legitimate business purposes.
Customer is the controller and the data exporter and QApilot is the processor and the data importer.
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