QSR CLOUD SERVICES TERMS AND CONDITIONS

1. Definitions

In the Agreement, except where the contrary intention is expressed:

Terms defined in other documents forming part of the Agreement, will have the meaning there specified.

Addendum means, as applicable, the Enterprise License Agreement Addendum or Product Addendum under a Master Supply Agreement.

Agreement means, as applicable, the Master Supply Agreement and/or Addendum of which these terms form a part.

Authorised Users means full-time staff of the Customer or individuals studying at the Customer institution on a full-time basis for whom you have paid the required fees and whom you designate in your Addendum.

Cloud Service means one or more hosted or cloud-based solutions provided through the myNVivo™ Portal.

myNVivo™ Portal means the QSR Portal at portal.mynviv.com.

NVivo™ Cloud Platform means the IT infrastructure and networks owned, licensed or managed by us, which are used by QSR and its service providers to provide a Cloud Service.

PAYG Service means a Cloud Service which is provided on a pre-paid timed basis.

Scope of Use means the scope of use for a particular Cloud Service, as described in clause 7.

Service Hours means, in respect of a PAYG Service, the hours of use of the service acquired by you.

Subscription means a Cloud Service provided on a subscription basis for a set term.

Subscription Term means the initial term of a Subscription as specified in an Addendum as extended by subsequent renewal periods.
 

2. Scope

The Addendum governs your purchase and use of a Cloud Service.  The Addendum incorporates our Privacy Policy and any other referenced policies and attachments.


3. Cloud Services

1. Our Cloud Services are provided as PAYG Services or as a Subscription.
2. The initial term of your Subscription will commence on the Commencement Date as set out in the relevant Addendum and run until the end of the term as stated in that Addendum. If you cancel your Subscription during the term, it will terminate at the end of the then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
3. For PAYG Services, you must pre-purchase Service Hours. All Service Hours you purchase will have an expiry date, as specified in the relevant Product Schedule. 
4. Details of the individual Cloud Services, and any specific terms applying to a Cloud Service, are set out in the relevant Product Schedule. We note that our Cloud Services may involve the use of various third-party tools and services. 
5. We may offer a free trial of a Cloud Service, either by way of an allocation of Service Hours or a free Subscription Period ("Trial"). Requests for a Trial are to be made through the myNVivo™ Portal.
    

4. Account Registration

1. You may need to register for a QSR account in order to access or receive a Cloud Service. 
2. Any registration information that you provide to us must be accurate, current and complete.
3. You must also update your information so that we may send notices, statements and other information to you by e-mail or through your account.
4. You are responsible for all actions taken through your accounts.

5. Orders

1. QSR's Cloud Service ordering documentation or purchase flow will specify your authorised scope of use for the particular Cloud Service, which may include:
   1. number and type of Authorised Users (as defined below);
   2. storage or capacity; or
   3. Service Hours or other restrictions.
2. Once we have processed your signed Addendum or Agreement, we will provision the Cloud Service via the myNVivo™ portal.  We reserve the right to reject any order but will provide reasons to you via e-mail or through the myNVivo™ portal if we do so.

6. Authorised Users

1. Only Authorised Users may access and use the Cloud Service. You are responsible for compliance with these Terms and Conditions by all Authorised Users.
2. Where QSR issues you with user names and passwords ("Login Credentials") that allow your Authorised Users to access and use the Cloud Service:
   1. you are responsible for ensuring that Authorised Users take all reasonable steps to safeguard their Login Credentials. We may assume that any person accessing or using the Cloud Service using those Login Credentials is one of your Authorised Users. You must also ensure that each of your Authorised Users only uses the Login Credentials that have been allocated to them, and that no other person uses such Login Credentials; and
   2. if you become aware or have reason to suspect that there has been any unauthorised use of any Login Credentials that have been allocated to your Authorised Users, you must notify QSR immediately.
3. We may suspend access to the Cloud Service where we reasonably believe that there has been unauthorised use of the Cloud Service by any of your Authorised Users or through any Login Credentials issued to you. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the Parties will work together to resolve the matter. Nothing in this paragraph (c) limits any other rights or remedies we may have in such circumstances.

7. Right to Access Services

1. Once we have accepted your Addendum for a Cloud Service, we grant you a non-exclusive, non-transferable, limited licence to access and use the Cloud Service solely for the lawful operation of your business and in accordance with the Addendum.
2. It is your responsibility to ensure that you have reliable and secure access to the internet so as to be able to effectively use the Cloud Services.
3. Your right to access the Cloud Service is subject to the Scope of Use and any other limitations specified in the Product Schedule. 

8. Your Content

1. As part of your use of the Cloud Services, you or your Authorised Users may upload to the NVivo™ Cloud Platform certain materials ("Your Content"). You must ensure that Your Content:  
   1. does not infringe the intellectual property or other rights of another person;
   2. is not defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability; 
   3. does not relate to unlawful conduct;
   4. does not create a privacy or security risk to any person, including by soliciting personal information from any person;
   5. does not solicit money from any person;
   6. is not false, misleading or deceptive;
   7. does not contain financial, legal, medical or other professional advice;
   8. is not likely to harm, abuse, harass, stalk, threaten or otherwise offend;
   9. is not likely to reflect negatively on us, including our goodwill, name and reputation;
   10. does not tamper with, hinder the operation of, or make unauthorised modification to the Cloud Services;
   11. does not breach any applicable laws; and/or
   12. does not otherwise result in civil or criminal liability for you, us or any third party.
2. You: 
   1. grant to us a non-exclusive, worldwide, royalty-free, licence (including a right of sub-licence to our subcontractors) to disclose, use, copy and modify Your Content as required by us but only for the purpose of providing the Cloud Services and complying with our obligations under the Addendum; and
   2. warrant that you have the right to grant such licence.
3. You agree to indemnify and hold us (including any of our members, directors, officers, employees, contractors, representatives and advisors) harmless from any claim made by any third party arising out of the disclosure, use, copying or modification of Your Content by us or our subcontractors, provided such claim does not arise from any disclosure, use, copying or modification of Your Content not permitted under paragraph (b) above.
4. We may review Your Content and may modify or remove any of Your Content where we reasonably believe it violates these Terms and Conditions.
5. QSR will adhere to good industry practice and procedures to prevent data loss, including a daily system data back-up, but does not give any guarantees in relation to loss of Your Content.

9. Your Rights and Obligations

1. You must ensure that you and your Authorised Users comply with these Terms and Conditions, and you will be liable for the acts and omissions of your Authorised Users as if they were your acts or omissions.
2. It is a condition of your use of a Cloud Service that you (and your Authorised Users) do not:
   1. sell, rent, lease, license, sublicense, display, time share or otherwise transfer the Cloud Service to, or permit the use of or access to the Cloud Service by, any third party; and
   2. remove any copyright or proprietary notice from the Cloud Service;
   3. attempt to undermine the security or integrity of our computing systems or networks;
   4. use the Cloud Service for any purpose that is improper or unlawful;
   5. use the Cloud Service in a way which may impair the functionality of the Cloud Service or other systems used to deliver it;
   6. distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software; and/or
   7. engage in any other conduct that inhibits any other person from using or enjoying the Cloud Service.

10. Fees and Payment

1. Subscription Fees will be payable by you at the time you first subscribe and then on the first day of each renewal term.
2. If you are paying Subscription Fees on invoice, we will issue an electronic tax invoice for the initial Subscription Term when you first subscribe and then prior to each renewal. Payment terms will be as specified in the invoice.
3. Invoices are to be paid in the currency in which the invoice is issued. Payments through the myNVivo™ Portal may only be made in one of the currencies there specified.   
4. If, upon receipt of an invoice from us, you dispute whether any Fees are payable to us genuinely and in good faith, you may withhold the amount in dispute until the resolution of the dispute. If any such withheld amount is subsequently paid, or you otherwise fail to pay any undisputed amount when due under these terms, we may charge you interest on such amount at a rate of Inter-Bank rate of the jurisdiction you are in per month from the date that the amount became due for payment until the date that amount is paid in full.
5. Unless we specify otherwise when releasing a new feature or function, the Cloud Services do not include new products, features or functions which we may introduce over the course of an Addendum (as opposed to improvements to existing features and functions of the products provided under the Addendum).  Additional Fees may apply should you wish to use such additional products, features or functions.  Details of such additional Fees are available on request.
6. If you have selected ‘auto-renew’ at the time of purchasing your Cloud Product Subscription or enabled at a later date, it will automatically renew at the end of the subscription period unless you change your auto-renewal preferences.  
7. We'll send you an e-mail notice approximately 60 days and then 30 days before your subscription auto renews. 
8. Unless you notify us before a charge that you want to cancel or do not want to auto renew, you understand your subscription will automatically renew and you authorize us to collect the then-applicable subscription price and any taxes, using any credit card we have on record for you.
9. We offer auto-renewal terms on selected cloud products.  We may cancel the auto-renewal service at any time if that subscription option is not available at the time of your renewal.
10. We may suspend access to the Cloud Services if you fail to pay any Fees by their due date. 

11. Warranties

1. We represent and warrant that if a Cloud Service fails to operate substantially as described in the relevant Product Schedule and you notify us of this failure, we will:
   1. at our cost, correct the failure in the Cloud Service; or
   2. if we are unable to correct the failure in a commercially reasonable manner, you may terminate the relevant Subscription and we will refund to you a pro-rated portion of the Fees previously paid for the terminated Subscription taking into account the unexpired Subscription Term for which the Fees were paid.
2. If we breach the warranty under this clause 11 your exclusive remedy and our entire liability for breach of this warranty will be the remedy set out in this clause. The warranty will not apply if the failure of the Cloud Service resulted from improper use or a defect in or failure of any device, communications link or software used to access the Cloud Service.
3. QSR does not warrant, represent or guarantee that the Cloud Services:
   1. will be continuously available or free of any fault or harmful code; or
   2. are suitable for your purposes or business.
4. If any guarantee, warranty, term or condition is implied or imposed in relation to an Addendum under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a "Non-Excludable Provision"), and QSR is able to limit your remedy for a breach of the Non-Excludable Provision, then QSR's liability for breach of the Non-Excludable Provision is limited to the resupply of the Cloud Services or the cost of having Cloud Services supplied, at QSR’s election.

12. Term and Termination

1. If an Addendum is terminated, other than for our breach, you must pay us the Fees for any Cloud Services performed and/or provided to you up to and until the date of termination, whether or not an invoice has been issued for those services as at the date of termination.
2. Upon expiry of termination of an Addendum, we will either (at our option):
   1. provide to you; or
   2. make available for your download for a period of 30 days following termination,

all of Your Content in machine readable format, that is stored at that time on the NVivo™ Cloud Platform.  After having done so, we may delete any of Your Content.

13. Third Party Content and Services

The Cloud Services may include, refer to, or permit you to access, content and services provided by third parties.  Where this is the case, such third party content and services are not provided by us, and if you choose to access and use any such third party content or services you do so subject to that third party’s terms and conditions.  To the maximum extent permitted by law, we are not liable in connection with any such third party content or services.  We are not responsible for providing any implementation, training, maintenance or improvement of any third party content or services.

PRODUCT SCHEDULE 1
NVivo™ Transcription

 

1. Service Description

NVivo Transcription is an online service which allows you to transcribe the speech in supported audio files from audio to text.  The service provides an editor interface which allows Authorised Users to make and save changes to the transcribed text and tag the speaker changes.

2. Special Conditions

   1. Your use of NVivo™ Transcription is subject to the terms of the QSR International Fair Usage Policy.

   2. NVivo™ Transcription may be acquired in two ways:

      1. PAYG Service: Customer buys Service Hours to use the automated transcription functionality of the service. Service Hours are based on the length of audio files that are being transcribed, not the length of time taken to transcribe. Unused Service Hours expire 90 days after purchase.

      2. Subscription Service: Customer pays a subscription fee for use of the automated transcription functionality of the service. The subscription is for a fixed period and up to a maximum number of Service Hours. Service Hours are based on the length of audio files that are being transcribed. The right to use the service expires at the end of the subscription period regardless of whether the maximum number of Service Hours has been reached.

   3. For each of the options described in Section 2(b), Service Hours may be applied and used as follows:

      1. (Individual Service) Authorised User's Service hours may not be shared with other Users

      2. (Enterprise Service) All Authorised Named Users Service Hours are pooled together to provide the enterprise flexibility in allocating the Service Hours. Additional Authorised Named User Subscription Services may be purchased at an additional cost. Pricing is determined and agreed upon on a per customer basis.

Each Subscription Service purchased must be allocated to an Authorised Named User.  Once an Authorised Named User has been assigned to a Subscription Service, that Subscription Service cannot be reallocated to another Authorised Named User. 

4. In each option detailed in Section 2(c), the software will send automatic notifications once the User has consumed 75%, 95%, 100% of their storage allowance.

5. If you expect to surpass the allotted Service Hours described in Section 2(c), you can purchase additional Service Hours in your user portal.

6. Upon using 100% of the Service Hours, you will still have access to the portal to access your files. However, you will not be able to transcribe new files until you purchase additional Service Hours.

7. Most files can be transcribed in a timespan of half the length of the audio file being transcribed. For example, if an audio file is ten minutes long, the audio file will be transcribed in about five minutes. Our software has 90% accuracy when transcribing an audio file. This accuracy percentage is subject to the quality of the audio being transcribed, as there are many variables that can affect the final transcribed product. NVivo™ Transcription has the ability transcribe 28 (twenty-eight) languages to text.

8. You may use the editor functionality of NVivo™ Transcription with respect to transcribed files without charge for so long as the relevant text files are retained on the NVivo™ Cloud Platform.

9. You have the ability to use NVivo™ Transcription for free for 15 (fifteen) minutes for the first time to acquaint yourself with the service and test your file. QSR International reserves the right to delete any and all of your files created using the free 15 (fifteen) minute trial on the NVivo™ Cloud Platform 30 days after the free 15 (fifteen) minute trial ends if you do not transfer the file created using the free 15 (fifteen) minute trial to subscription account.

10. Payments for Service Hours are non-refundable, except in the following circumstances:

    1. the relevant Order was placed in error, in which case we will cancel the Order and provide a refund if notified within seven (7) days of the Order being placed, provided that no Service Hours have been used; or

    2. there are significant discrepancies between Your audio file and the transcribed file and provided that Your audio file is of sufficient quality based on the guidelines outlined on QSR’s NVivo™ Portal. In order to provide a full or partial refund, a relevant sample of Your audio file must be supplied to QSR for evaluation no later than seven (7) days after completion of the relevant transcription.  Post this evaluation, you accept that QSR will make the final decision as to whether a refund is granted.  QSR will not provide any refunds where you fail or refuse to provide such evidence as requested by QSR.

11. QSR reserves the right to delete any and all Customer files remaining on the NVivo™ Platform 90 days after:

    1. For subscription services, the Customer's subscription ends; or

    2. For PAYG services, all Service Hours have expired.

12. Notwithstanding any other term of the Agreement or this Product Schedule, QSR gives no warranty or undertaking as to the quality of the output from NVivo™ Transcription and, to that extent, NVivo™ Transcription is provided "AS IS". You acknowledge that the quality of the output will depend on many factors including the clarity of the original recording, background noise and accents of the speakers.

PRODUCT SCHEDULE 2
NVivo™ Cloud Collaboration

 

3. Service Description

NVivo™ Cloud Collaboration is a cloud-based software service which allows multiple Authorised Users to collaborate and share NVivo project files. It is a module that must be purchased and installed separately from NVivo™.

4. Special Conditions

   1. Your use of NVivo™ Cloud Collaboration is subject to the terms of the QSR International Fair Usage Policy.

   2. You have the option of registering for a free 14-day trial of NVivo™ Cloud Collaboration. If you do not convert your free 14-day free trial account into one of the licenses described in Section 2(d) below, your 14-day free trial account and any information saved in that account will be deleted 30 (thirty) days after the 14-day free trial ends.

   3. The amount of storage depends on the service selected:

      1. The Small Team Service limits storage to 25 (twenty-five) gigabytes for a maximum of five team members.

      2. The Enterprise Agreement of NVivo Cloud Collaboration limits storage to 5 (five) gigabytes per Authorised Named User with no limit to the number of Authorised Named Users. Additional Authorised Named Users may be purchased at an extra cost. Pricing is determined and agreed upon on a per customer basis.

Each NVivo Cloud Collaboration subscription purchased must be allocated to an Authorised Named User.  Once an Authorised Named User has been assigned to an NVivo Cloud Collaboration subscription, that subscription cannot be reallocated to another Authorised Named User. 

4. In each option detailed in Section 2(c), the software will send automatic notifications once the User has consumed 75%, 95%, 100% of their storage allowance.

5. Upon using 100% of the storage allowance, you will still have access to the portal to access your files. However, you will not be able to store additional files until you delete old files which will free up space.

6. QSR reserves the right to delete any and all Customer files remaining on the NVivo™ Platform 90 days after the Customer's subscription ends; 

7. NVivo™ Cloud Collaboration may be used in conjunction with NVivo™ Transcription. If you use NVivo™ Transcription in conjunction with NVivo™ Cloud Collaboration, you agree to abide by the Special Conditions of NVivo™ Transcription on Schedule 1 of these Cloud Services Terms and Conditions.

 

PRODUCT SCHEDULE 3
NVivo Integration – Word, Excel & Outlook

 

5. Service Description

NVivo Integration - Word, Excel & Outlook is an online service which allows you to import data from Microsoft Word, Excel, and Outlook for Windows OS users and Microsoft Word and Excel for Apple Mac OS users. NVivo Integration - Word, Excel & Outlook also allows you to use tags to note key points or themes in a document and add descriptions of the document before uploading it to NVivo. Once the file has been uploaded to NVivo, the file can be searched or filtered using the options in NVivo.

6. Special Conditions

   1. This service uses a plug-in software module licensed by Microsoft. In order to use NVivo Integration - Word, Excel & Outlook, the Microsoft Office add-in for NVivo it is required to be installed. It can be installed in Word, Excel or Outlook application as required. The NVivo add-in can be installed from inside the Office applications via the Get Add-ins function. The add-ins are further available on Microsoft AppSource https://appsource.microsoft.com/en-us/marketplace/apps?product=add-ins The use of this module is subject to the terms and conditions of Microsoft AppSource.

   2. Your use of NVivo Integration - Word, Excel & Outlook is subject to the terms of the QSR International Fair Usage Policy.

   3. The amount of storage depends on the service option selected:

      1. The Individual Service limits storage to 500 (five hundred) MB.

      2. The Enterprise Agreement limits storage to 500 (five hundred) MB per Authorised User with no limit to the number of Authorised Users. Pricing is determined and agreed upon on a per customer basis.

   4. In each option detailed in Section 2(c), the software will send automatic notifications within the App once the Authorised User has consumed 100% of their storage allowance.

   5. If you expect the Authorised User to surpass the storage allowance in either license under Section 2(c), you can free up space by deleting older files.

   6. Upon using 100% of the storage allowance, you will still have access to the portal to access your files. However, you will not be able to store additional files.

   7. NVivo Integration - Word, Excel & Outlook may be used in conjunction with NVivo™ Transcription. If you use NVivo™ Transcription in conjunction with NVivo Integration - Word, Excel & Outlook, you agree to abide by the Special Conditions for NVivo™ Transcription in Schedule 1 to these Cloud Services Terms and Conditions.