QAID Free Trial Terms of Service

These Free Trial Terms of Service (“Trial Terms” or “Agreement”) form a binding legal agreement between you, the entity you represent (“Customer,” “you,” or “your”), and Doume Inc., a corporation incorporated under the laws of Canada with a registered office in Ontario, doing business as QAID (“QAID,” “we,” “us,” or “our”). By clicking “I Agree,” creating an account, or otherwise accessing or using the QAID Free Trial Service, you represent that you have read, understood, and agree to be bound by these Trial Terms. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind that entity. If you do not agree, do not access or use the Service.

About the Free Trial. The QAID Free Trial Service is a time-limited, hosted version of the QAID platform that we operate on our own infrastructure. It allows you to evaluate QAID before committing to a paid subscription. After the Trial Period, continued use of QAID requires a paid subscription to the QAID Software, which Customer will install and operate in its own environment under the QAID Software License Agreement. The Free Trial Service is not intended for production use.

1. Definitions§

“Authorized User” means any employee, contractor, or agent of Customer who is authorized by Customer to access and use the Free Trial Service on Customer’s behalf.

“Customer Data” means any data, content, or information that Customer or its Authorized Users submit to or generate through the Free Trial Service, including data collected by the Service from Target Sites at Customer’s direction.

“Customer Sites” or “Target Sites” means the websites, web applications, or other internet-accessible properties that Customer instructs the Free Trial Service to crawl, scan, or test.

“Documentation” means the user guides, help materials, or technical documentation that QAID makes available for the Free Trial Service.

“Feedback” means any suggestions, comments, ideas, improvements, bug reports, or other input provided by Customer or its Authorized Users regarding the Free Trial Service.

“Free Trial Service” or “Service” means the hosted version of the QAID platform operated by QAID that Customer may access during the Trial Period for evaluation purposes.

“Software License Agreement” means the QAID Software License Agreement under which Customer may license and self-host the QAID software in its own environment after the Trial Period.

“Trial Period” means the period beginning on the Effective Date and continuing until the earliest of: (a) fourteen (14) days from the Effective Date (or such other period specified in writing by QAID); (b) Customer’s execution of the Software License Agreement; or (c) termination of this Agreement under Section 9.

“Usage Data” means telemetry, logs, and other technical and usage information generated by Customer’s use of the Free Trial Service, in aggregated or de-identified form.

2. Free Trial Access and License§

2.1 Limited License

Subject to Customer’s compliance with this Agreement, QAID grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Free Trial Service during the Trial Period solely for Customer’s internal evaluation of the QAID platform in connection with Customer Sites.

2.2 Trial Nature

Customer acknowledges and agrees that the Free Trial Service is intended for evaluation only and is not for production use. The Service may be incomplete, may include features that may never be released, and may not operate as expected. QAID may modify, suspend, or discontinue the Service, or terminate the Trial Period in whole or in part, at any time and without notice or liability.

2.3 Path to Paid Use

Continued use of QAID after the Trial Period requires a paid subscription to the QAID Software, which Customer will install and operate in its own environment under the Software License Agreement. The Software License Agreement governs the terms and conditions applicable to such paid use, including license fees, support, and self-hosted operation.

2.4 Restrictions

Customer shall not, and shall not permit any third party to:

• use the Free Trial Service for any production, commercial, or revenue-generating purpose;
• resell, rent, lease, sublicense, distribute, or otherwise make the Free Trial Service available to any third party;
• use the Service to crawl, scan, test, monitor, probe, or otherwise access any website or system that Customer does not own or for which Customer does not have all necessary rights, authorizations, and consents;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, or algorithms of the Service, except to the extent such restriction is prohibited by applicable law;
• interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorized access to the Service or its related systems;
• use the Service to transmit any malware, viruses, or other malicious code, or to engage in any unlawful, fraudulent, or harmful activity;
• use the Service to circumvent any technical protection measures, access controls, CAPTCHA systems, rate limits, or robots.txt directives of any third party; or
• publicly disclose, publish, or benchmark the Service’s performance, features, or output without QAID’s prior written consent.

3. Customer Sites and Crawling Authorization§

3.1 Customer Authorization Warranty

Customer represents, warrants, and covenants that, with respect to each website, web application, domain, subdomain, IP address, API endpoint, or other internet-accessible property that Customer submits to, lists in, or otherwise instructs the Free Trial Service to access (each, a “Target Site”):

• Customer either (a) owns the Target Site, or (b) has obtained all necessary rights, permissions, authorizations, and consents from the owner and operator of the Target Site to permit QAID and the Service to access, crawl, scan, and test the Target Site;
• Customer’s use of the Service in connection with the Target Site does not and will not violate the terms of service, acceptable use policy, robots.txt directives, or any other agreement or technical restriction applicable to the Target Site;
• Customer’s use of the Service in connection with the Target Site does not and will not violate any applicable law, including the Computer Fraud and Abuse Act (CFAA), the Criminal Code of Canada (in particular sections 342.1, 342.2, and 430(1.1)), the U.K. Computer Misuse Act, or any equivalent statute in any jurisdiction; and
• Customer is solely responsible for any data the Service collects, processes, or stores from a Target Site at Customer’s direction, including any personal information contained therein, and Customer has all rights and lawful bases necessary for such collection, processing, and storage.

3.2 Sole Responsibility

Customer is solely responsible for selecting Target Sites and for the consequences of crawling, scanning, or testing them through the Service. QAID does not independently verify Customer’s authorization to access any Target Site. Customer acknowledges that crawling activities may, among other things, increase load on Target Site infrastructure, trigger rate limiting or blocking by web application firewalls, trigger intrusion detection or anti-bot systems, generate alerts, or cause other operational impacts. Customer assumes all risk arising from such activities.

3.3 Suspension Rights

QAID may, at its sole discretion and without prior notice, suspend, throttle, or terminate Customer’s access to the Free Trial Service or its ability to scan any Target Site if QAID reasonably believes that (a) Customer has breached this Section 3, (b) the Service is being used in a manner that may cause harm to QAID, the Target Site, or any third party, (c) QAID receives a complaint or legal notice from a Target Site owner or third party, or (d) continued operation may expose QAID to legal or regulatory liability.

4. Customer Responsibilities§

Customer shall: (a) be responsible for the acts and omissions of all Authorized Users; (b) maintain the confidentiality of all account credentials and promptly notify QAID of any unauthorized access; (c) provide accurate, current, and complete information when registering for and using the Service; (d) comply with all applicable laws and regulations in connection with its use of the Service; and (e) cooperate reasonably with QAID in connection with the operation of the Service.

5. Fees§

The Free Trial Service is provided to Customer free of charge during the Trial Period. After the Trial Period, continued use of QAID requires a paid subscription under the Software License Agreement, which is subject to its own pricing terms.

6. Intellectual Property§

6.1 QAID IP

As between the parties, QAID and its licensors retain all right, title, and interest in and to the Free Trial Service, the Documentation, the QAID Software, and all related technology, trademarks, and intellectual property. No rights are granted to Customer other than as expressly set forth in this Agreement.

6.2 Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants QAID a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to (a) provide and operate the Free Trial Service for Customer, (b) prevent or address service or technical issues, (c) enforce this Agreement, and (d) comply with applicable law.

6.3 Usage Data

QAID may collect and use Usage Data and aggregated, de-identified data derived from Customer’s use of the Service to operate, monitor, secure, support, develop, and improve the Service and the QAID Software, provided that such data does not identify Customer or any individual.

6.4 Feedback

Customer hereby grants QAID a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, create derivative works of, distribute, display, and otherwise exploit any Feedback for any purpose, without any obligation, attribution, or compensation to Customer.

7. Confidentiality§

7.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”), whether orally, in writing, or by inspection, that is identified as confidential or that should reasonably be understood to be confidential. Confidential Information of QAID includes, without limitation, the Free Trial Service, the QAID Software, the Documentation, any non-public features, performance information, and the existence and content of the Trial Period.

7.2 Obligations

Recipient shall: (a) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party other than Recipient’s employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section.

7.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient without restriction before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser’s Confidential Information.

7.4 No Public Disclosure

Customer shall not issue any press release, publish any benchmark, blog post, or social media post, or otherwise publicly disclose its participation in the Trial Period or any details about the Service, including its features, performance, or output, without QAID’s prior written consent.

8. Privacy and Data Protection§

QAID’s collection, use, and disclosure of personal information in connection with the Free Trial Service is governed by the QAID Privacy Policy, which is incorporated into this Agreement by reference. Customer is responsible for providing all required notices to and obtaining all required consents from individuals whose personal information is included in Customer Data, including any personal information collected by the Service from Target Sites at Customer’s direction. Customer acknowledges that the Free Trial Service is hosted on infrastructure located outside of Canada and that Customer Data may be transferred to, processed in, and stored in jurisdictions outside Customer’s jurisdiction.

9. Term and Termination§

9.1 Term

This Agreement begins on the Effective Date and continues for the duration of the Trial Period, unless earlier terminated.

9.2 Termination for Convenience

Either party may terminate this Agreement and the Trial Period at any time, for any reason or no reason, upon written notice (which may be given by email). Termination is effective immediately upon notice unless the parties agree otherwise.

9.3 Termination for Cause

QAID may terminate this Agreement immediately upon notice if Customer materially breaches this Agreement, including any breach of Sections 2.4 (Restrictions), 3 (Customer Sites and Crawling Authorization), or 7 (Confidentiality).

9.4 Effect of Termination

Upon termination of this Agreement: (a) Customer’s right to access and use the Free Trial Service immediately ceases; (b) Customer shall promptly cease all use of the Service and destroy or return all Confidential Information of QAID in its possession or control; and (c) QAID will delete Customer Data in accordance with the QAID Privacy Policy, except to the extent retention is required by applicable law or necessary to protect QAID’s legal rights. Customer may export Customer Data prior to termination using tools made available in the Service.

9.5 Transition to Self-Hosted

If, at the end of the Trial Period, Customer enters into the Software License Agreement, QAID will use commercially reasonable efforts to assist Customer in exporting Customer Data from the Free Trial Service for re-import into Customer’s self-hosted QAID instance, subject to the Documentation. QAID does not guarantee data continuity between the Free Trial Service and the self-hosted QAID Software.

9.6 Survival

Sections 1 (Definitions), 2.4 (Restrictions), 3.1 (Customer Authorization Warranty, with respect to acts or omissions during the Trial Period), 5 (Fees), 6 (Intellectual Property), 7 (Confidentiality), 8 (Privacy), 9.4 (Effect of Termination), 9.6 (Survival), 10 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 13 (General) shall survive any termination or expiration of this Agreement.

10. Disclaimer of Warranties§

11. Limitation of Liability§

11.1 Exclusion of Indirect Damages

11.2 Aggregate Cap

11.3 Trial Acknowledgment

Customer expressly acknowledges that the limitations in this Section 11 are an essential element of this Agreement, that the Free Trial Service is provided free of charge in reliance on these limitations, and that without these limitations QAID would not provide the Service.

11.4 Carve-Outs

The limitations in Sections 11.1 and 11.2 do not apply to: (a) Customer’s breach of Sections 2.4 (Restrictions), 3 (Customer Sites and Crawling Authorization), 6 (Intellectual Property), or 7 (Confidentiality); (b) Customer’s indemnification obligations under Section 12; (c) either party’s gross negligence or willful misconduct; or (d) any liability that cannot be limited or excluded under applicable law.

12. Indemnification§

Customer shall defend, indemnify, and hold harmless QAID and its officers, directors, employees, contractors, and agents from any third-party claims arising out of or relating to: (a) any breach by Customer of Section 3 (Customer Sites and Crawling Authorization), including any allegation that Customer was not authorized to instruct the Service to access a Target Site; (b) any claim by an owner or operator of a Target Site arising from the Service’s access to or interaction with that Target Site at Customer’s direction; (c) Customer Data or Customer’s use of the Service in violation of this Agreement or applicable law; or (d) any breach by Customer of its representations, warranties, or covenants under this Agreement. QAID will (i) promptly notify Customer of any such claim, (ii) give Customer sole control of the defense and settlement (provided Customer may not settle any claim that imposes any obligation or admission on QAID without QAID’s prior written consent), and (iii) provide reasonable cooperation at Customer’s expense.

13. General§

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

13.2 Dispute Resolution and Venue

The parties shall attempt in good faith to resolve any dispute through informal discussions before initiating any formal proceeding. Subject to the foregoing, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, and waive any objection based on forum non conveniens. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

13.3 Notices

Notices to QAID must be sent to support@qaid.io. Notices to Customer may be sent to the email address associated with Customer’s account. Notices are deemed received on the next business day after sending.

13.4 Modifications

QAID may modify this Agreement from time to time by posting an updated version or notifying Customer by email. Material changes will be effective fifteen (15) days after notice. Customer’s continued use of the Service after the effective date constitutes acceptance of the modified Agreement. If Customer does not agree, Customer’s sole remedy is to stop using the Service.

13.5 Assignment

Customer may not assign this Agreement without QAID’s prior written consent. QAID may assign this Agreement, in whole or in part, without consent.

13.6 Independent Contractors, Force Majeure, Severability, Waiver

The parties are independent contractors. Neither party is liable for failures of performance (other than payment obligations) due to causes beyond reasonable control. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in full force. No waiver is effective unless in writing.

13.7 Entire Agreement

This Agreement, together with the QAID Privacy Policy, constitutes the entire agreement between the parties with respect to the Free Trial Service and supersedes all prior or contemporaneous communications, representations, and agreements regarding its subject matter. Upon execution of the Software License Agreement, that agreement governs Customer’s licensed use of the QAID Software, and these Trial Terms continue to apply only to acts or omissions during the Trial Period.

13.8 Language

The parties have requested that this Agreement be drawn up in English. Les parties ont exigé que la présente convention soit rédigée en anglais.

Acceptance

By clicking “I Agree” or by accessing or using the QAID Free Trial Service, Customer accepts and agrees to be bound by these Free Trial Terms of Service.

QAID by Doume Inc. · support@qaid.io · qaid.io