api terms of use

July 1st, 2019 version

PLEASE CAREFULLY READ THESE QUIVIDI APIs TERM OF USE (“AGREEMENT”) BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. QUIVIDI IS WILLING TO LICENSE THE API TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.

BY DOWNLOADING, INSTALLING, OR USING THE API OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED HEREIN, YOU INDIVIDUALLY AND ON BEHALF OF THE BUSINESS OR OTHER ORGANIZATION THAT YOU REPRESENT CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS CONTAINED HEREIN, THEN (A) DO NOT DOWNLOAD, INSTALL, OR USE THE API (OR, AS APPLICABLE THE EQUIPMENT IN WHICH THE API IS EMBEDDED), AND (B) WITHIN 30 DAYS AFTER RECEIPT OF THE API, EITHER RETURN THE API TO THE APPLICABLE RESELLER FOR FULL REFUND OF THE API LICENSE FEE, OR, IF THE API WAS EMBEDDED IN QUIVIDI EQUIPMENT FOR WHICH NO SEPARATE LICENSE FEE WAS CHARGED, RETURN THE EQUIPMENT AND EMBEDDED API, UNUSED, TO QUIVIDI OR THE APPLICABLE RESELLER FOR A FULL REFUND OF THE PURCHASE PRICE.

Introduction:

Thank you for your interest in the QUIVIDI APIs. The QUIVIDI APIs are a collection of QUIVIDI APIs that allow you:

access the demographic profile, behavior, mood, position, attentive state of members of the audience in a scene analyzed by a QUIVIDI software (the “VIDIREPORTS APIs”);
access raw or aggregated audience and traffic data, as well as information on content, locations, sites and networks where a QUIVIDI software is running, from a QUIVIDI data repository (the “VIDICENTER APIs”);

all of which are collectively called the “QUIVIDI APIs”.

1. Your relationship with QUIVIDI

Use of the QUIVIDI APIs is Subject to these Terms. Your use of any of the QUIVIDI APIs is subject to the terms of a legal agreement between you and QUIVIDI SAS, a company incorporated under the laws of France with its Headquarters: 74, rue du Rocher – Paris (75008), France (“QUIVIDI“). This legal agreement is referred to as the “Terms”.

Precedence of QUIVIDI APIs Terms. If there is any contradiction between the QUIVIDI APIs Terms and another QUIVIDI APIs-related documents (the “QUIVIDI APIs Documentation”), then the QUIVIDI APIs Terms will take precedence.

Changes to the Terms. QUIVIDI reserves the right, from time to time, with or without notice, to make changes to the Terms in QUIVIDI sole and absolute discretion. When these changes are made, QUIVIDI will make a new copy of the Terms available at www.quividi.com/terms-of-use/ or such successor URLs that QUIVIDI may designate from time to time. You understand and agree that if you use the QUIVIDI APIs after the date on which the Terms have changed, QUIVIDI will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the QUIVIDI APIs.

2. Accepting the Terms

2.1 Clicking to Accept or Using the QUIVIDI APIs. In order to use the QUIVIDI APIs you must agree to the Terms. You can accept the Terms by:

(a) clicking to accept or agree to the Terms, where this option is made available to you by QUIVIDI in the user interface for the QUIVIDI APIs; or

(b) using the QUIVIDI’s APIs. In this case, you understand and agree that QUIVIDI will treat your use of the QUIVIDI’s APIs as acceptance of the Terms from that point onwards.

2.2 Authority to Accept the Terms. You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don’t have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms.

3. Provision of the QUIVIDI APIs by QUIVIDI

3.1 Limits on Your Use of the QUIVIDI APIs. You acknowledge and agree that QUIVIDI may impose or adjust the limit on the number of transactions you may send or receive through the QUIVIDI APIs; such fixed upper limits may be set by QUIVIDI at any time, at QUIVIDI’s discretion. For further information, see Section 9.1.1(g) below.

3.2 Changes to the QUIVIDI APIs; Termination of the QUIVIDI APIs.

(a) If QUIVIDI in its discretion chooses to cease providing the current version of the QUIVIDI APIs whether through discontinuation of the QUIVIDI APIs or by upgrading the QUIVIDI APIs to a newer version, the current version of the QUIVIDI APIs will be deprecated and become the Deprecated Version of the QUIVIDI APIs. QUIVIDI will issue an announcement if the current version of the QUIVIDI APIs will be deprecated. For a period of 3 months after an announcement (the “Deprecation Period”), QUIVIDI will use commercially reasonable efforts to continue to operate the Deprecated Version of the QUIVIDI APIs and to respond to problems with the Deprecated Version of the QUIVIDI APIs deemed by QUIVIDI in its discretion to be critical. During the Deprecation Period, no new features will be added to the Deprecated Version of the QUIVIDI APIs.

(b) QUIVIDI reserves the right in its discretion to cease providing all or any part of the Deprecated Version of the QUIVIDI APIs immediately without any notice if:

Section 11.3(a) (Termination for Breach of Terms) applies; or

QUIVIDI is required to do so by law (for example, due to a change to the law governing the provision of the Deprecated Version of the QUIVIDI APIs); or

the Deprecated Version of the QUIVIDI APIs relies on data or APIs provided by a third party partner and the relationship with such partner has expired or been terminated or requires QUIVIDI to change the way QUIVIDI provides the data or QUIVIDI APIs through the Deprecated Version of the QUIVIDI APIs; or

providing the Deprecated Version of the QUIVIDI APIs could create a substantial economic burden as determined by QUIVIDI in its reasonable good faith judgment; or

providing the Deprecated Version of the QUIVIDI APIs could create a security risk or material technical burden as determined by QUIVIDI in its reasonable good faith judgment.

(c) QUIVIDI is constantly innovating in order to provide the best possible experience for its users. At any time prior to discontinuing the current version of the QUIVIDI APIs or upgrading to a new version of the QUIVIDI APIs, QUIVIDI may, in its discretion as part of this continuing innovation, label certain features or functionality of the QUIVIDI APIs as “experimental.” This Section 3.2 of the Terms will not apply to any features or functionality labeled as “experimental”.

4. Your QUIVIDI Account

4.1 Signing Up for a QUIVIDI Account. In order to access the QUIVIDI APIs, you must have a QUIVIDI Account (“Account”). You agree that any information you give to QUIVIDI in connection with your Account or your continued use of the QUIVIDI APIs will always be accurate, correct, and up to date.

4.2 Access Key. For certain versions or features of the QUIVIDI’s APIs, QUIVIDI may require you to obtain and use security keys, secrets, tokens, passwords and/or other credentials to access the APIs (“Access Key”) that is uniquely associated with your QUIVIDI Account and the URL of your QUIVIDI API Implementation. You must obtain and use such Access Key (if required by QUIVIDI for the applicable version or feature of the QUIVIDI APIs) in accordance with these Terms.

4.3 Your Access Key Security. You agree that you will be solely responsible to QUIVIDI for your use of the QUIVIDI APIs and that you will not be sharing your Access Key with 3^rd parties. If you become aware of any unauthorized use of your Account, or your access Key, you agree to notify QUIVIDI immediately. You are responsible for maintaining the secrecy and security of your Access Key, and all activities that occur using your Access Key, are your responsibility. In order to maintain accurate information (including a current email address and other required contact information) related your Account, you must keep your Account information up-to-date.

5. QUIVIDI’s Proprietary Rights

You acknowledge and agree that QUIVIDI (or QUIVIDI’s licensors and their suppliers, as applicable) own all legal right, title and interest in and to the QUIVIDI APIs and Content, including any intellectual property rights that subsist in the QUIVIDI APIs and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6. Permitted Uses

You agree to use the QUIVIDI APIs only for purposes:

that are permitted by the Terms (including the Licenses in Section 7);

that are permitted by any applicable third party contract, law, or regulation in the relevant jurisdictions; and

that comply with all applicable policies or guidelines made available by QUIVIDI.

7. Licenses from QUIVIDI to You

7.1 Definitions

(a) “Brand Features” means the trade names, trademarks, QUIVIDI APIs marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

(b) “Content” means any content provided through the QUIVIDI APIs (whether created by QUIVIDI or its third party licensors), including text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, computer code and any other data.

(c) “QUIVIDI’s API Implementation” means a software application or website that uses the QUIVIDI’s APIs to obtain and display Content in conjunction with Your Content, according to these Terms.

(d) “Your Content” means any content that you provide in your QUIVIDI’s API Implementation, including images, video, or software. Your Content does not include the Content.

7.2 QUIVIDI APIs License. Subject to these Terms (including but not limited to Section 8 (License Requirements) and Section 9 (License Restrictions)), QUIVIDI gives you a personal, worldwide, royalty-free, non-transferable, non-assignable and non-exclusive license to use the QUIVIDI APIs as provided by QUIVIDI, in the manner permitted by the Terms.

7.3 Content License. Subject to these Terms (including but not limited to Section 8 (License Requirements) and Section 9 (License Restrictions), QUIVIDI gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, and non-exclusive license to access, use, publicly perform and publicly display the Content in your QUIVIDI’s API Implementation, as the Content is provided in the QUIVIDI APIs, and in the manner permitted by the Terms. Specifically, you understand that certain Content is provided under license from third parties, and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. You may be held liable for any unauthorized copying or disclosure of this content.

7.4. General Restrictions. In developing applications, and in using the QUIVIDI APIs, you may not, nor may you

permit your customers to upload or perform any Content,
- for which you do not have all necessary permissions from the copyright holder(s);
- which includes nudity or is obscene, indecent or pornographic;
- which is intended to exploit minors in any way;
- which incites, advocates, or expresses hatred, bigotry, racism, or gratuitous violence; or
- which is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so.

attempt or encourage others to:
- sell, rent, lease, sublicense, redistribute, or syndicate access to the QUIVIDI API or QUIVIDI Content to any third party without prior written approval from QUIVIDI.
- export QUIVIDI Content to a datastore as a service or other cloud based service. However, you may export or extract non-programmatic, GUI-driven QUIVIDI Content (“GUI” meaning “Graphical User Interface”) as a PDF or spreadsheet by using “save as” or similar functionality..
- remove or alter any proprietary notices or marks on the QUIVIDI API or QUIVIDI Content;
- use or access the QUIVIDI API for purposes of monitoring the availability, performance, or functionality of any of QUIVIDI’s products and services or for any other benchmarking or competitive purposes; or
- use QUIVIDI Marks in a manner that creates a sense of endorsement, sponsorship, or false association with QUIVIDI. You may not use QUIVIDI Marks as part of the name of your company or Service, or in any product, service, name field or logos created by you. All use of QUIVIDI Marks, and all goodwill arising out of such use, will inure to QUIVIDI’s benefit.
- use or access the QUIVIDI API to aggregate, cache or store any information contained in QUIVIDI Content.

Your QUIVIDI’s API Implementation must use the QUIVIDI API as the sole source for features that are substantially similar to functionality offered by QUIVIDI.

Your QUIVIDI’s API Implementation cannot frame or otherwise reproduce significant portions of the QUIVIDI service. You should display QUIVIDI Content from the QUIVIDI API.

7.5 Brand Features License.

Grant. Subject to these Terms (including but not limited to Section 8 (License Requirements) and Section 9 (License Restrictions)), QUIVIDI gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, non-sublicenseable, and non-exclusive license to display QUIVIDI’s Brand Features solely for the purpose of promoting or advertising your authorized use of the QUIVIDI APIs in accordance with this Section and for the purpose of fulfilling your obligations under the Terms.

Restrictions. In using QUIVIDI Brand Features, you will not:
- display a QUIVIDI Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by QUIVIDI, other than your use of the QUIVIDI APIs, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of, QUIVIDI or QUIVIDI personnel;
- display a QUIVIDI Brand Feature in your QUIVIDI’s API Implementation or on your site if your QUIVIDI’s API Implementation or site contains or displays adult content or promotes illegal activities;
- display a QUIVIDI Brand Feature as the most prominent element in your QUIVIDI’s API Implementation on any page of your website;
- display a QUIVIDI Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to QUIVIDI;
- use QUIVIDI API to disparage QUIVIDI, its products, or the QUIVIDI APIs;
- display a QUIVIDI Brand Feature in your QUIVIDI’s API Implementation or on a site that violates any law or regulation; or
- remove, distort or alter any element of a QUIVIDI Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.).

No Further License Grant; No Challenges. Except as set forth in this Section, nothing in the Terms will grant or will be deemed to grant you any right, title or interest in or to QUIVIDI’s Brand Features. All use by you of QUIVIDI’s Brand Features (including any goodwill associated therewith) will inure to the benefit of QUIVIDI. To the maximum extent permitted by applicable law, the following will apply: at no time during or after the Term will you challenge or assist others to challenge the Brand Features of QUIVIDI or the registration thereof by QUIVIDI, nor will you attempt to register any Brand Features (including domain names) that are confusingly similar to those of QUIVIDI in any way (including but not limited to sound, appearance and spelling).

7.6 Proprietary Rights Notices. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Use links, or Brand Features) that may be affixed to or provided through the QUIVIDI APIs.

7.7 Determination of Compliance. QUIVIDI reserves the sole right and discretion to determine whether your use of the QUIVIDI APIs, Content, and Brand Features is in compliance with these Terms.

8. License Requirements

QUIVIDI’s licenses above are subject to your adherence to the following requirements:

8.1 Free, Public Accessibility to Your QUIVIDI’s API Implementation.

8.1.1 General Rules.

Free Access (No Fees). The use of QUIVIDI’s API is free of charge for non commercial projects and for certain uses.

8.1.2 Exceptions.

Enterprise Agreement with QUIVIDI. The rules in Section 8.1.1 (Free Access, Public Access) do not apply if you have entered into a separate written agreement with QUIVIDI (or obtained QUIVIDI’s written permission).

8.2 End User Terms and Privacy Policy. If you develop a QUIVIDI’s API Implementation for use by other users, you must:

display to the users of your QUIVIDI’s API Implementation the link to QUIVIDI’s Terms of Use as presented through the QUIVIDI APIs or described in the QUIVIDI APIs Documentation;

explicitly state in your QUIVIDI’s API Implementation’s terms of use that, by using your QUIVIDI’s API Implementation, your users are agreeing to be bound by QUIVIDI’s Terms of Use; and

protect the privacy and legal rights of those users, in accordance with French Law n °78-17 of 6 January 1978 relating to computers, files and freedoms, AS amended, and WITH any other applicable laws and/or regulations in France and in the European Union.

8.3 Attribution.

Content provided to you through the QUIVIDI APIs may contain the trade names, trademarks, QUIVIDI APIs marks, logos, domain names, and other distinctive brand features of QUIVIDI, its partners, or other third party rights holders of content indexed by QUIVIDI. When QUIVIDI provides this attribution, you must display it as provided through the QUIVIDI APIs or as described in the QUIVIDI APIs Documentation and may not delete or in any manner alter these trade names, trademarks, QUIVIDI APIs marks, logos, domain names, and other distinctive brand features.

You understand and agree that QUIVIDI has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.

8.4 Responsibility for Breaches. You agree that you are solely responsible for (and that QUIVIDI has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of any such breach (including any loss or damage that QUIVIDI may suffer).

9. License Restrictions

Except as expressly permitted under the Terms, or unless you have received prior written authorization from QUIVIDI (or, as applicable, from the provider of particular Content), QUIVIDI’s licenses above are subject to your adherence to all of the restrictions below.

9.1 Restrictions on How You May Use the QUIVIDI APIs. Except as explicitly permitted in Section 7 (Licenses from QUIVIDI to You) or the QUIVIDI APIs Documentation, you must not (nor may you permit anyone else to) do any of the following:

9.1.1. General Restrictions.

No Access to QUIVIDI’s APIs except through the QUIVIDI APIs. You must not access or use the QUIVIDI’s APIs or any Content through any technology or means other than those provided in the QUIVIDI APIs, or through other explicitly authorized means QUIVIDI may designate. For example, you must not access QUIVIDI tiles or imagery through interfaces or channels (including undocumented QUIVIDI interfaces) other than the QUIVIDI’s APIs

No Hiding of Identity. You must not hide or mask from QUIVIDI the identity of your QUIVIDI APIs as it uses the QUIVIDI APIs, including by failing to follow the identification conventions listed in the QUIVIDI APIs Documentation.

No Reverse Engineering. You must not reverse engineer, decompile or otherwise attempt to extract the source code of the QUIVIDI APIs or any part thereof, unless this is expressly permitted or required by applicable law, and then only after prior written consent from QUIVIDI ;

No Modification of Links. You must not modify, replace, obscure, or otherwise hinder the functioning of links to QUIVIDI or third party websites provided in the Content.

No Violation of QUIVIDI Policies. You must not violate any policies in the QUIVIDI APIs Documentation. You agree not to:
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- upload, post, transmit or otherwise make available any inappropriate, defamatory, obscene, or unlawful content;
- upload, post, transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of the rights, or have the permission of the owner or other legal justification to use such content;
- upload, post, transmit or otherwise make available messages that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements;
- upload, post, email, transmit or otherwise make available any other content, message, or communication prohibited by applicable law, the Terms or any applicable QUIVIDI APIs policies or guidelines;
- download any file posted by another that you know, or reasonably should know, cannot legally be distributed in such manner;
- impersonate another person or entity, or falsify or delete any author attributions or labels of the origin or source of Content, or other material;
- restrict or inhibit any other user from using and enjoying the QUIVIDI APIs or any other QUIVIDI product, service and/or APIs;
- delete, obscure, or fail to display the Terms of Use link as presented through the QUIVIDI APIs or described in the QUIVIDI APIs Documentation;
- delete, obscure, or in any manner alter any brand features, logos, warnings, notices (including but not limited to any copyright or other poprietary rights notices), or inks that appear in the QUIVIDI APIs or the Content;
- interfere with or disrupt the QUIVIDI APIs, servers, or networks connected to the QUIVIDI APIs, or disobey any requirements, procedures, policies, or regulations of networks connected to the QUIVIDI APIs;
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the QUIVIDI APIs or Content or collect information about users for any unauthorized purpose;
- display content in your QUIVIDI’s API Implementation that falsely expresses or implies that such content is sponsored or endorsed by QUIVIDI;
- create user Accounts by automated means or under false or fraudulent pretenses, or obtain or attempt to obtain multiple Access Keys for the same Account.
- promote or provide instructional information about illegal activities;
- promote physical harm or injury against any group or individual; or
- transmit any malicious code (including but not limited to viruses, worms, defects, and Trojan horses), or any other items of a destructive nature.

No Use of Content without a QUIVIDI API. You must not use or display the Content without a corresponding QUIVIDI API, unless you are explicitly permitted to do so in the QUIVIDI APIs Documentation, or through written permission from QUIVIDI.

No Use Beyond QUIVIDI VIDICENTER’s Transaction Limits and Usage Policies. If your QUIVIDI VIDICENTER API application generates a high volume of transactions, QUIVIDI reserves the right to set transaction limits. QUIVIDI also reserves the right to set other usage policies in the Documentation from time to time. If you want to engage in use outside these transaction limits or usage policies, please contact the QUIVIDI’s API sales team for information on licensing options to address your needs.

9.1.2 Restrictions against Commercial Use.

No Fees. You must not charge users or any other third party any fee for the use of the QUIVIDI’s API Implementation, the QUIVIDI APIs, or the Content, except as permitted under Section 8.1.2 (Exceptions).

9.1.3 Restrictions against Data Export or Copying.

No Unauthorized Copying, Modification, Creation of Derivative Works, or Display of the Content. You must not copy, translate, modify, or create a derivative work (including creating or contributing to a database) of, or publicly display any Content or any part thereof except as explicitly permitted under these Terms. For example, the following are prohibited: (i) creating server-side copy of QUIVIDI content and audience data; (ii) creating mailing lists or telemarketing lists based on the Content; or (iii) exporting, writing, or saving the Content to a third party’s location-based platform or QUIVIDI APIs.

No Pre-Fetching, Caching, or Storage of Content. You must not pre-fetch, cache, or store any portion of the Content or attempt or provide a means to execute any “bulk download” operations, except that you may store: (i) limited amounts of Content for the purpose of improving the performance of your QUIVIDI’s API Implementation if you do so temporarily, securely, and in a manner that does not permit use of the Content outside of the QUIVIDI APIs; and (ii) any content identifier or key that the QUIVIDI APIs Documentation specifically permits you to store.

No Mass Downloads or Bulk Feeds of Content.You must not use the QUIVIDI VIDICENTER APIs in a manner that gives you or any other person access to mass downloads or bulk feeds of any Content.

10. Licenses from You to QUIVIDI.

10.1 Content License. QUIVIDI claims no ownership over Your Content, and you retain copyright and any other rights you already hold in Your Content. By submitting, posting or displaying Your Content in the QUIVIDI APIs, you give QUIVIDI a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publicly perform, publicly display and distribute Your Content through the QUIVIDI APIs for the sole purpose of enabling QUIVIDI to provide you with the QUIVIDI APIs in accordance with QUIVIDI’s privacy policy and to operate, promote and improve QUIVIDI services and Software’s, and develop new ones. This license continues even if you stop using our services. Some QUIVIDI services may offer you ways to access and remove Content that has been provided to that service and/or through the Software. Also, in some of our services, there are terms or settings that narrow the scope of QUIVIDI use of the Content submitted in those services.

10.2 Marketing License. You grant to QUIVIDI a worldwide, royalty-free, non-transferable, and non-exclusive license during the Term to use Your Brand Features and Your Content to publicize or advertise that you are using the QUIVIDI APIs (for example, by using your marks in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website), or by creating marketing or advertising materials that show screenshots of the QUIVIDI APIs in which Your Content is featured).

10.3 Authority to Grant Licenses. You represent and warrant to QUIVIDI that you have all the rights, power and authority necessary to grant the above licenses.

11. Terminating this Agreement

11.1 The Terms will continue to apply until terminated by either you or QUIVIDI as set out below.

11.2 You may terminate your legal agreement with QUIVIDI by removing the QUIVIDI’s APIs code from your implementation and discontinuing your use of the QUIVIDI APIs at any time. You do not need to specifically inform QUIVIDI when you stop using the QUIVIDI APIs.

11.3 QUIVIDI may, at any time, terminate its legal agreement with you or cease providing all or any part of the QUIVIDI APIs immediately without any notice if:

you have breached any provision of the Terms (or have acted in manner that clearly shows that you do not intend to, or are unable to, comply with the provisions of the Terms); or

QUIVIDI is required to do so by law (for example, due to a change to the law governing the provision of the QUIVIDI APIs); or

The QUIVIDI APIs relies on data or QUIVIDI APIs provided by a third-party partner and the relationship with such partner has expired or been terminated or requires QUIVIDI to change the way QUIVIDI provides the QUIVIDI APIs; or

providing the QUIVIDI APIs could create a substantial economic burden as determined by QUIVIDI in its reasonable good faith judgment; or

providing the QUIVIDI APIs could create a security risk or material technical burden as determined by QUIVIDI in its reasonable good faith judgment.

11.4 When this legal agreement comes to an end, those Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 5 (QUIVIDI’s Proprietary Rights); 11 (Terminating this Agreement); 12 (Exclusion of Warranties); 13 (Limitation of Liability); 14 (Indemnity); 15 (Confidentiality) and 19 (General Legal Terms).

12. EXCLUSION OF WARRANTIES

12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, WILL EXCLUDE OR LIMIT QUIVIDI’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND QUIVIDI LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE QUIVIDI APIS AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE QUIVIDI APIS AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IN PARTICULAR, QUIVIDI, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:

YOUR USE OF THE QUIVIDI APIS WILL MEET YOUR REQUIREMENTS;
YOUR USE OF THE QUIVIDI APIS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
THE INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE QUIVIDI APIS WILL BE ACCURATE OR RELIABLE; AND
DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE QUIVIDI APIS WILL BE CORRECTED.

12.3 ANY CONTENT OBTAINED THROUGH THE USE OF THE QUIVIDI APIS IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

12.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QUIVIDI, OR THROUGH OR FROM THE QUIVIDI APIS OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

12.5 QUIVIDI, ITS LICENSORS, AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY.

13.1 SUBJECT TO SECTION 12.1, YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUIVIDI, ITS SUBSIDIARIES, AND AFFILIATES, AND QUIVIDI’s LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO: CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES; ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR QUIVIDI APIS, OR OTHER INTANGIBLE LOSS); OR

(b) ANY LOSS OR DAMAGE AS A RESULT OF:

ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE QUIVIDI APIS;
ANY CHANGES THAT QUIVIDI MAY MAKE TO THE QUIVIDI APIS, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE QUIVIDI APIS (OR ANY FEATURES WITHIN THE QUIVIDI APIS);
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE QUIVIDI APIS;
YOUR FAILURE TO PROVIDE QUIVIDI WITH ACCURATE ACCOUNT INFORMATION; OR
YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

13.2 THE LIMITATIONS ON QUIVIDI’S LIABILITY TO YOU IN SECTION 13.1 ABOVE WILL APPLY WHETHER OR NOT QUIVIDI, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

14. Indemnities.

14.1 You hereby agree to defend, indemnify, and hold QUIVIDI, its officers, directors, agents, affiliates, strategic partners, licensors and their suppliers (“the Indemnified Parties“) harmless from and against any claim or liability arising out of:

(a) your use of the QUIVIDI’s APIs in breach of the Terms or applicable policies;

(b) your QUIVIDI’s API Implementation;

(d) any claim that your QUIVIDI’s API Implementation or Your Content violates any applicable law, including but not limited to any claim that your QUIVIDI’s API Implementation infringes the rights of a third party.

14.2 You will cooperate as fully as reasonably required in the defense of any claim. QUIVIDI reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the QUIVIDI’s APIs may be irreparable; therefore, QUIVIDI is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

15. Confidentiality.

The term “QUIVIDI Confidential Information” means any information of or relating to QUIVIDI that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by QUIVIDI or that is not generally known or readily ascertainable to the public, including, without limitation, non-public information regarding QUIVIDI’s APIs and QUIVIDI’s products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All QUIVIDI Confidential Information remains the property of QUIVIDI, and no license or other right in any QUIVIDI Confidential Information is granted hereby. You will not disclose any QUIVIDI Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of these Terms. If you are a corporate entity, you will limit your internal distribution of QUIVIDI Confidential Information to your employees and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any QUIVIDI Confidential Information for the benefit of anyone other than QUIVIDI. Upon QUIVIDI’s written request, you will destroy or return to QUIVIDI all QUIVIDI Confidential Information in your custody or control. In addition to the terms of this provision, you and QUIVIDI will continue to be subject to any non-disclosure agreement that you and QUIVIDI have entered into separately. This provision will survive any termination of these Terms.

16. Other Content.

16.1 The QUIVIDI APIs may include hyperlinks to other websites or content or resources. QUIVIDI has no control over any web sites or resources that are provided by companies or persons other than QUIVIDI. You acknowledge and agree that QUIVIDI is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such websites or resources.

16.2 You acknowledge and agree that QUIVIDI is not liable for any loss or damage that may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such websites or resources.

17. Language of the Terms.

17.1 Where QUIVIDI has provided you with a translation of the English language version of the Terms, you agree that the translation is provided for your convenience only and that the English language version of the Terms will govern your relationship with QUIVIDI.

17.2 If there is any contradiction between the English language version of the Terms and a translation of the Terms, the English language version will take precedence.10.

18. General Legal Terms

18.1 Notices. You agree that QUIVIDI may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the QUIVIDI APIs.

18.2 No Waiver. You agree that if QUIVIDI does not exercise or enforce any legal right or remedy available to it under the Terms (or any applicable law), QUIVIDI will not be deemed to have waived its rights or remedies, and those rights and remedies will still be available to QUIVIDI. Any waiver of any provision of these Terms will be effective only if QUIVIDI expressly states in a signed writing that it is waiving a specified Term.

18.3 Severability. If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

18.4 Third Party Beneficiaries. You acknowledge and agree that each member of the group of companies of which QUIVIDI is the parent, and each of the Indemnified Parties, will be third party beneficiaries to the Terms and that such other companies will be entitled to directly enforce, and rely upon, any provision of the Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third-party beneficiary to the Terms.

18.5 Assignment. The Terms may be assigned by QUIVIDI and will inure to the benefit of QUIVIDI, its successors, and assigns.

18.6. Representations and Warranties. You represent and warrant that:

you have the necessary power and authority to enter into this agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising there from;
you will maintain throughout the term of this agreement all rights and licenses that are required with respect to your service; and
your service and its use, distribution, sale and license, including the use of any license hereunder, does and will continue to comply with all applicable French, European Union, foreign, and local laws, rules, and regulations.

18.7 QUIVIDI Contracting Entity, Governing Law and Jurisdiction; Injunctive Relief.

The QUIVIDI entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. The provisions of the U.N. Convention for the International Sale of Goods shall not apply to this Agreement.

In the event of any controversy or dispute between QUIVIDI and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party must submit such controversy or dispute to mediation under the CMAP (Centre for Mediation and Arbitration of Paris, Paris Chamber of Commerce and Industry – 39, avenue Franklin D. Roosevelt, 75008 Paris – France) Rules of Mediation to which the parties undertake to adhere. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

18.8 Complete Agreement. These Terms constitute the whole legal agreement between you and QUIVIDI in connection with, and govern your use of, the QUIVIDI APIs and Content. These Terms completely replace and supersede any prior agreements between you and QUIVIDI, written or oral, in connection with the QUIVIDI APIs and Content.

QUIVIDI SAS., 74, rue du Rocher – Paris (75008), France