Qry End User License Agreement

This End User License Agreement (the "Agreement") is between IXEN AI S.L., a Spanish company with tax ID B87283685 and registered office at C/ Arregui y Aruej 25-27, 28007 Madrid, España ("IXEN"), and the organization that subscribes to Qry through Google Cloud Marketplace ("Customer" or "you").

By subscribing to or deploying Qry from Google Cloud Marketplace, you accept this Agreement on behalf of your organization and confirm that you are authorized to do so. If your organization has signed a separate agreement with IXEN that covers Qry, that agreement applies instead of this one.

"Qry" means IXEN's data and AI platform in object-code form, including its container images, Helm chart, deployer, command-line tools, documentation and the updates IXEN publishes through Google Cloud Marketplace.

"Subscription" means your order for Qry in Google Cloud Marketplace, linked to a Google Cloud billing account. "Installation" means a deployment of Qry in a Kubernetes cluster you control under a Subscription.

"Active User" means a distinct person who uses an Installation at least once in a calendar month (US Pacific time): by signing in, through chat, a messaging channel or the command-line tool, or through an application that calls Qry with an API key. The owner of an API key counts as an Active User whenever the key is used. IXEN support accounts are not Active Users.

"Customer Data" means the data, credentials, prompts, files and results that you and your users process with Qry, including the data in the sources you connect to it.

While your Subscription is active, IXEN grants you a non-exclusive, non-transferable, non-sublicensable licence to install and use Qry, in as many Installations as you choose, for the internal business purposes of your organization and its affiliates. All Qry features are included, with no limit on users or data sources.

Your employees, contractors and affiliates may use Qry on your behalf. You are responsible for their use and for their compliance with this Agreement.

You will not, and will not allow anyone to: (a) sell, rent, sublicense or provide Qry as a service to third parties other than your affiliates; (b) copy Qry except as needed to install, back up and run it under this Agreement; (c) modify, decompile or reverse engineer Qry, except where applicable law permits it despite this restriction; (d) disable, bypass or tamper with its usage metering, subscription checks or proprietary notices, or use API keys or shared accounts so that the people using Qry are not counted as Active Users; (e) use Qry to build a competing product; or (f) use Qry in breach of applicable law, including export control and sanctions laws.

Google charges the fees for Qry to your Google Cloud billing account, at the prices shown in the Qry listing in Google Cloud Marketplace when the usage occurs. Google's terms govern invoicing, payment and taxes for the Subscription; IXEN does not invoice you directly for it.

Qry is billed per Active User per month. Each Installation reports to Google, at least hourly, how many Active Users it has had in the current month and how long it has been running. These reports contain counts only, never names, email addresses or Customer Data. An Installation that cannot confirm an active Subscription with Google for more than seven days may stop working until it can.

Where the listing offers a free trial, usage is not charged during the trial period and up to the trial credit that Google shows; after that, fees apply unless you cancel.

The Kubernetes cluster and other cloud resources Qry runs on, and the AI models and data sources it uses, are billed separately by their providers and are your responsibility. IXEN may change the listing's prices as Google Cloud Marketplace policies allow.

Qry runs in infrastructure you control. Customer Data stays in your environment, in the data sources you connect and with the AI provider you choose. Running Qry does not send Customer Data to IXEN: the only information an Installation sends outside your environment by default is the usage report to Google described in section 5.

You own Customer Data and the results Qry produces for you. You are responsible for the security and configuration of your cluster and accounts, the permissions you give Qry over your data sources, your contract with your AI provider, having a lawful basis to process Customer Data with Qry, and backing up the Installation's database.

If you give IXEN staff access to an Installation to provide support, IXEN will use that access only to provide the support you asked for, and will act as your data processor under Article 28 of the GDPR for any personal data it accesses. IXEN will sign a data processing agreement with you on request. IXEN support accounts are listed in the Installation's licence page and you can remove them at any time.

Qry uses the AI provider you configure to produce answers, queries, code and other output. AI output can be incomplete or wrong. Qry shows how each answer was produced, but you are responsible for reviewing output before relying on it and for the decisions you make with it. IXEN is not responsible for your AI provider's services or terms.

IXEN publishes new versions of Qry through Google Cloud Marketplace, and you decide when to update an Installation. IXEN provides support in English and Spanish through the channels described at docs.qry.dev, on business days in Madrid, Spain, on a reasonable-efforts basis. No service level applies unless agreed in writing.

Qry is licensed, not sold. IXEN and its licensors keep all rights, title and interest in Qry, including all intellectual property rights. Qry and IXEN are trademarks of IXEN AI S.L. No rights are granted other than those expressly set out in this Agreement.

Qry includes open-source components that are licensed under their own terms. Nothing in this Agreement limits your rights under those licences.

This Agreement starts when you first subscribe to or deploy Qry and lasts while your Subscription is active. You may end it at any time by cancelling your Subscription in Google Cloud Marketplace. Either party may end it if the other materially breaches it and does not cure the breach within thirty days of written notice. IXEN may end your licence immediately if you breach section 4.

When the Agreement ends, your licence ends and you must stop using and uninstall Qry. Customer Data remains in your environment. Fees for usage before termination remain payable through Google. Sections 6, 7, 9, 11, 12, 13 and 14 survive termination.

Each party will keep confidential the non-public information the other discloses under this Agreement and use it only to perform it. This does not apply to information that is or becomes public through no fault of the receiving party, that it already knew, that it develops independently, or that it must disclose by law.

To the maximum extent permitted by law, Qry is provided "as is" and IXEN disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and that Qry will be error-free or uninterrupted.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue, data or business opportunities. Each party's total liability under this Agreement is limited to the fees paid or payable for Qry under your Subscription in the twelve months before the event giving rise to the claim.

These limits do not apply to fraud or wilful misconduct, to your breach of section 4, to your payment obligations, or to any liability that cannot be limited by law.

This Agreement is governed by the laws of Spain. The courts of the city of Madrid have exclusive jurisdiction over any dispute arising from it, and the parties waive any other jurisdiction that might apply.

IXEN may update this Agreement by publishing a new version on this page. Changes that materially reduce your rights take effect thirty days after publication; you may cancel your Subscription before then.

Neither party may assign this Agreement without the other's consent, except to an affiliate or to a successor in a merger, acquisition or sale of the relevant business, with notice. You will comply with applicable export control and sanctions laws.

Notices to IXEN go to C/ Arregui y Aruej 25-27, 28007 Madrid, España, or by email to protecciondedatos@ixen.ai. Notices to you go to the contact associated with your Subscription.

This Agreement, together with Google Cloud Marketplace's terms for your Subscription, is the entire agreement between the parties about Qry. If any provision is unenforceable, the rest remains in force. A failure to enforce a provision is not a waiver. This Agreement is written in English and Spanish; if they differ, the English version prevails.