quantactions_flutter_plugin 0.2.1

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# LICENSE TERMS

## 1. **Scope and Validity**
These License Terms govern the contractual relationship between QuantActions AG, Laternengasse 4, 8001 Zurich, Switzerland ("QuantActions") and its customer ("Customer"), each a "Party" and together the "Parties".

These License Terms shall apply insofar as not otherwise agreed in writing between QuantActions and the Customer. Any general terms and conditions of the Customer shall not apply unless they have been expressly accepted in writing by QuantActions. In case of any conflicts between these License Terms or the Agreement and QuantActions’ General Terms and Conditions, these License Terms or the Agreement shall prevail.

## 2. **Definitions**
- Active User: A User who generates Data reaching our servers within one month by using the phone with the app active in the background (Android) or the custom keyboard (iOS).
- Agreement: Service Agreement concluded between the Customer and QuantActions, which includes these License Terms.
- API: Application Programming Interface.
- Confidential Information: All information, documents, data and facts that are not publicly accessible, not generally known or labelled as confidential. In case of doubt, information, documents, data and facts disclosed to or made accessible by one Party to the other in connection with the purpose of the Agreement including its contents shall be deemed confidential. In particular, but not exclusively, the Software shall be deemed to be confidential information.
- Customer: Any company or organization that provides as or for an End-Customer services via a platform (app).
- Data: Includes both Raw Data and Processed Data.
- End-Customer: Any company or organization that offers services to Users via an app.
- License Key: Enables data collection and processing with the Software. Without the license key the use of the SDK is void; data collection, processing and retrieval are not enabled.
- Metadata: Additional data collected from the phone of the User, for example including without limitation phone type, time zone, app category or additional User-submitted information. Metadata are not any personal data of Users, in compliance with data protection regulations.
- Processed Data: Data that is derived, generated or inferred from Raw Data through the Software and includes without limitation health-related indicators, trends and other health- related insights.
- Raw Data: Data collected by the installed Software using the User's end device, including without limitation timing data of touchscreen taps and relevant Metadata of the User.
- SDK: Software Development Kit.
- Service Launch: The moment the Customer makes the QuantActions service available to Users.
- Software: Includes the SDKs, which may also contain proprietary software from third parties, the API (to communicate with the cloud infrastructure) and the Tap Intelligence Engine (TIE)a.k.a. the processing pipeline. It is a closed loop system that allows data collection, data processing and retrieval of processed metrics. The License Key allows for it to be activated.
- Support Reply Time: Time required by a QuantActions' support employee to respond to a Customer inquiry. This time starts when QuantActions receives the inquiry (submitted via the agreed method) and ends when the response is provided using the same method stipulated in the Agreement.
- Unit Price: The cost assigned to a single Active User license, as specified in the Agreement. The Unit Price is used to calculate the cost based on the quantity of licenses purchased in the quota.
- User: Every natural person who uses the services of a Customer via an app.

## 3. **License**
### 3.1. **SDK**
The SDKs are source-available. Subject to compliance with these License Terms, the Customer has the right to use the SDKs to integrate the base of the Software in a mobile application. The Customer is aware that the SDKs cannot be used without a License Key, they are protected by copyright and cannot be reused in any form. They can only be used to integrate the base of the Software in a mobile application and activated with the License Key. The Customer receives the License Key as soon as the customer concludes the Agreement for the use of the Software.
### 3.2 **Software**
(i) The Customer is granted the non-exclusive and non-transferable right to use the Software provided by QuantActions for the duration of the Agreement for the purpose of integration on its own platform and the subsequent provision of services. Subject to compliance with these License Terms, Customer, End-Customers and Users are entitled to use the Software integrated in the Customer’s service.

(ii) The Customer is not authorized to use the Software or parts thereof contrary to the intended use, including without limitation, to reproduce, modify, decompile, reverse engineer or attempt to extract the source code contrary to the intended use. Without limiting the generality of the foregoing, the Customer shall not incorporate, link, distribute or use the Software with any code or software licensed under any third party or open source license(including, any open source license listed on http://www.opensource.org/licenses/alphabetical)(each, an "Open Source License") in any manner that could cause or could be interpreted or asserted to cause the Software to become subject to the terms of the Open Source License.

(iii) The Customer is prohibited from using the Software or the Data for activities that are illegal in the Customer's, End-Customers' and Users' territories, where applicable.

(iv) In the event of non-compliance with these License Term or the Agreement, QuantActions has the right to suspend its services at any time until the breach of the Agreement is remedied. The right to terminate the Agreement for cause remains reserved.
## 4. **Scope of Software, Support and Additional Services**
The Software is provided "as is". The scope of the Software is described by the key product features. These key product features are provided by QuantActions. QuantActions is authorized to make changes to the scope of the Software at any time, provided that the scope of the Software is not significantly impaired. Additional features, support, reports and other services are agreed individually with the Customer.
## 5. **Obligations of the Customer**
(i) The Customer agrees that they shall not act as or become a third-party software or application developers who further develop features and functionality for distribution and licensing to End-Customer/s and whose business is the development of different apps on behalf of their clients ("Third-Party Developers"). The Customer acknowledges and agrees to this restriction and undertakes not to use the Software for any activities that would qualify them as a Third-Party Developer.

(ii) QuantActions stores data in anonymized form to protect User privacy, which means individual data cannot be identified for restoration purposes if access is lost. For this reason, the Customer may store only the data necessary to retrieve User’s historical data from QuantActions servers, as specified in the SDK documentation. For all other data, the Customer is not allowed to (a) store, share or further process Data from Users except in anonymized or aggregated form; and (b) share Data from Users without explicit permission by the User from whom the Data originated.

(iii) The Customer shall comply with all applicable data protection regulations.

(iv) If metrics provided by QuantActions are displayed to the User, the label "powered by QuantActions" must be clearly visible. Additionally, regardless of whether the metrics are displayed or data collection runs in the background, the Customer must inform their End-Customers and Users about the data being collected and that the service is provided by QuantActions.

(v) The Customer undertakes to provide the communication specified by QuantActions in connection with the Software completely and truthfully and to keep the information up to date. Any further or deviating communication is only permitted with the prior written consent of QuantActions.

(vi) The Customer makes every reasonable effort in maximizing User adoption, including without limitation through effective user communication during app onboarding or in terms of data privacy.

(vii) The Customer shall transfer all relevant obligations arising from these License Terms or the Agreement to the End-Customer and the Users, including provisions that survive termination of the Agreement as stipulated in this Agreement, whereby such provisions shall also survive for End-Customers and Users analogously.

(viii) The Customer may not use Data to generate, derive or infer any new data which in turn violates any provision of the Agreement.
## 6. **Fees**
Compensation is stipulated in the Agreement.
## 7. **Intellectual Property Rights**
All copyrights or other intellectual property rights to and in connection with the Software shall remain the property of QuantActions or any entitled third parties. With regard to those parts to which third parties are entitled to intellectual property, the provisions of the third party shall apply exclusively.
## 8. **Warranty and Liability**
(i) The Software is provided "as is" without warranty of any kind. There is no warranty for the performance, security or reliability of the Software.

(ii) QuantActions excludes liability to the fullest extent permitted by law. To the extent permitted by law, QuantActions is in particular not liable for damages due to slight negligence, indirect or consequential damages, loss of profit, claims by third parties, loss of data, damages due to force majeure, damages caused by third parties, damages caused by actions of the Customer.

(iii) In all other cases, liability is - to the extent permitted by law - limited to the fee paid by the Customer in the last 6 months before the damage occurred.

(iv) The Customer shall indemnify QuantActions for all damages caused by a breach of these License Terms or the Agreement. The Customer shall also indemnify QuantActions for actions taken by the End-Customer or Users in breach of these License Terms.

(v)	The Customer acknowledges that QuantActions is not responsible for restoring historical User data if access to such data is lost, including but not limited to situations such as device damage or loss. Because data is anonymized on QuantActions’ side, it is the Customer’s responsibility to manage any necessary data recovery processes, as QuantActions cannot retrieve or restore individual User data in such situations.
## 9. **Confidentiality**
The Parties shall treat Confidential Information as their own trade secrets; do not disclose the Confidential Information to any third party without the prior written consent of the other Party and prevent third parties from gaining access to the Confidential Information; and disclose the Confidential Information only to those employees or authorized representatives who need it to achieve a specific purpose. The Parties shall take suitable precautions to ensure that their employees or agents do not exploit, disclose or record the Confidential Information themselves without authorization and that they prevent third parties from accessing it. In case that the Parties have signed a separate non-disclosure agreement, the latter shall prevail over the provisions in this clause.
## 10. **Audit**
QuantActions is entitled to audit the Customer's compliance with these License Terms or the Agreement.
## 11. **Term**
(i) The Agreement is concluded for an indefinite period and can be terminated by either Party with prior written notice of 3 months at the end of each month, for the first time 1 year after conclusion.

(ii) The license granted under the Agreement is valid for the duration of the Agreement on condition that the corresponding fees are paid on an ongoing basis. In the event of delay or non-payment of any such fees for more than 30 days, the license is suspended and no integrated Software may be distributed by the Customer until the Customer pays the corresponding fees and statutory interest thereon.

(iii) QuantActions is also entitled to terminate the Agreement extraordinarily or to restrict the scope of the Software in the event that third-party services/products integrated into the Software are no longer licensed for resale. In such cases, QuantActions shall make every reasonable effort to notify the Customer.
## 12. **Transfer of Rights and Obligations**
Each Party may transfer all rights and obligations arising from the contractual relationship hereunder to a related party without the other Party’s consent.
## 13. **Changes to these License Terms**
The Customer acknowledges and consents that these License Terms are designed with regard to the market launch of the Software. QuantActions reserves the right to adapt these License Terms following initial market experience.
## 14. **Miscellaneous Provisions**
(i) Should a provision in the Agreement be or become invalid, this shall not affect the validity of the remainder of the Agreement. The Parties shall replace the invalid provision with a valid provision that comes as close as possible to the intended economic purpose of the invalid provision. The same applies to any loopholes in the Agreement.

(ii) Amendments and additions to the Agreement must be made in writing and signed by the authorized representatives of both Parties (except as otherwise expressly stipulated in the Agreement) to be effective. This also applies to the cancellation of the written form requirement.

(iii) The following clauses or sub-clauses of these License Terms shall survive termination of this Agreement: 3.2(ii), 3.2(iii), 5(ii), 5(iii), 5(vii), 7, 8, 9, and 15.

(iv) The headings used in the Agreement are for convenience only and shall not be used for the purposes of construction or interpretation.
## 15. **Applicable Law and Place of Jurisdiction**
The Agreement shall be governed exclusively by Swiss law, to the exclusion of all international conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction is Zurich.


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License Terms, 18.09.2024