QUIVIDI support AND MAINTENANCE terms of use

July 1st, 2019 version

This Agreement sets forth the service level provided by QUIVIDI to Customer regarding the resolution of problems with the QUIVIDI Software and the access given to Updates of the Software.

QUIVIDI Support and Maintenance are only available to Customers who have already validated the Quividi End User License Agreement and operate under an Entitlement:

• Standard Support Terms of Use are provided to Customers with a valid Subscription Software License (or to an indefinite Software License simultaneous to a support contract). These are described in section 2 of this Agreement.
• Specific Support Terms of Use are provided to Customers when stated in the Entitlement. They include services described in section 3 of this Agreement.

1. DEFINITIONS

1. “Bug” means an inconsistency between QUIVIDI Product behavior and QUIVIDI Product Documentation.
2. “Country-Specific Terms” means those terms posted at http://www.quividi.com/terms-of-use/ and designated as replacing one or more terms of this Agreement solely for Customers, to the extent they use the Software in a particular country or group of countries (herein “Territory”). Any Country-Specific Terms applicable to Customers using the Software in a stated Territory shall take precedence over any inconsistent terms of this Agreement with respect to Customer’s use of the Software in such Territory.
3. “Customer” or “You” means the individual or other legal entity or other business, governmental or not-for-profit organization that (A) is the original end user purchaser of a license to the Software from QUIVIDI or a QUIVIDI-authorized reseller and accepts the terms of this Agreement, or (B) is identified as Customer or end user in the applicable Entitlement or in the authorized reseller’s invoice for such license to the Software. If Software is lawfully received from QUIVIDI or from an authorized reseller but there is no Entitlement, then “Customer” means the party that first so received the software from QUIVIDI or its authorized reseller and accepts the terms of this Agreement. (See Section 13.3 of the End User License Agreement, below, with respect to license limitations where there is no Entitlement.)
4. “Device” means any device such as a screen, computer, handset, tablet, laptop, server, switch or router. A Device may also be a physical or virtual machine, hardware partition or blade.
5. “Entitlement” means the set of documents issued by (or under authority granted by) QUIVIDI that specify (i) the Software licensed (by QUIVIDI product number), (ii) the license term, (iii) the Licensed Units, (iv) the authorized use, if any, (v) the provision of Support and Maintenance services, (vi) the Customer, and (vii) the license fee charged, if any, and, if none is charged, the fact that the license was granted to Customer free-of-charge.
   By way of illustration, “Entitlements” may be composed of, among other things, any of the following or combinations of the following, as long as together they meet the criteria of the preceding sentence: written agreement signed by Customer and QUIVIDI, a product description in the QUIVIDI price list, a QUIVIDI invoice, a QUIVIDI quote, a QUIVIDI-issued e-certificate, a QUIVIDI-issued email transmitting authorization codes, as to Updates, a QUIVIDI website-posted Services Description Document, or an End User Services Agreement.
   In the event of inconsistency with respect to any two Entitlement documents or between this Agreement and any Entitlement document, the one most restrictive of the rights of the Customer shall take precedence.
6. “Interim Solution” means a short-term code-fix delivered as a hotfix or a patch from QUIVIDI to the customer.
7. “Permanent Solution” means, an Update of the QUIVIDI Product in which the problem has been resolved to conform to the QUIVIDI Product specification contained in the Documentation.
8. “QUIVIDI” means QUIVIDI SAS, a French « Société par Actions Simplifiée » Company, registered under number 490 937 422 RCS Paris, having its registered office and principal place of business at 74, rue du Rocher, 75008 Paris, France. However, if Customer is based in the United States or Canada, then “QUIVIDI” means QUIVIDI Inc., a California Corporation having its registered office 440N. Wolfe Road, 98025 Sunnyvale, USA.
9. “QUIVIDI Product” means a product or a service listed on page www.quividi.com/products-services/.
10. “QUIVIDI Support Organization” means either QUIVIDI or a third-party partner appointed by QUIVIDI to provide support on its behalf according to the terms of this Agreement.
11. “Reproducible Test Case” means a test case that demonstrates in a small code sample, usually less than 100 lines, or in a detailed text format, the specific syntax or case that causes the problem. The test case must demonstrate the inconsistencies with the QUIVIDI Product Documentation.
12. “Separately Licensable Feature” means any module, feature, function, service, application, operation, or capability furnished in combination within other Software (herein, collectively, “feature“), which feature is separately licensable from QUIVIDI or its authorized resellers for additional fee, whether such feature is ‘locked’ or key-restricted or even if the feature can be activated or used without a QUIVIDI-issued product activation key.
13. “Software” means an instance of a program, module, feature, function, service, application, operation, or capability of the QUIVIDI or QUIVIDI-supplied software either (i) identified in an Entitlement as licensed to Customer or (ii) made available to Customer by QUIVIDI or a QUIVIDI-authorized reseller for Evaluation Use. “Software” may also consist of an instance either of a Separately Licensable Feature distributed in combination with other Software and or of an Update of other Software.
14. “Subscriber” means a Device, individual, Customer billing record or other identity that is recognized by the Software as authorized (presently, in the past or in the future) to receive services, usage, access or content which were, are or could be provided, managed, distributed, provisioned, billed or otherwise enabled by the Software.
15. “Subscription License” means a license to Software with respect to which the Entitlement states a finite, fixed term of use for the Software and either identifies the license as a “subscription” or expressly includes the right to Updates throughout the fixed term of use without need to purchase a separate Support Contract.
16. “Subscription Period” (unless specified differently in the Entitlement) means the period running from the date the Subscription License was generated until the end of the period mentioned in the Entitlement. If no specific Subscription Period is set in the Entitlement, the Subscription Period is deemed to last 365days (one year).
17. “Support Contract” means a support services contract that includes rights to receive certain Updates of the Software, which contract is either (i) a QUIVIDI-issued contract purchased by Customer either from QUIVIDI or from a QUIVIDI-authorized reseller, or (ii) a support services contract issued by a support services provider to Customer under authorization granted by QUIVIDI.
18. “Update” means Software that is an update, upgrade, bug fix or other new releases of other Software. Updates are either “Major Releases” (meaning a revision of Software as determined by QUIVIDI to have significant additional functionality or improved performance, and whose version number is incremented by an integer, such as going from version 5.x to version 6.x) or “Minor Releases” (meaning a bug fix, maintenance release, service release or a revision of a software application as determined by QUIVIDI to be limited to minor additional functionality or corrections of errors, and whose version number is incremented by a decimal, such as going from version 5.2 to version 5.3). A set of new features regrouped under a new product name (such as “VidiGates”) or under a new Edition name of a product (such “VidiReports, Expert Edition”) is not considered a Major Release. An Entitlement to Updates may for certain cases exclude Major Releases.
19. “Work Around” means a temporary solution to a problem. A Work Around will be replaced with a Permanent Solution unless otherwise agreed to by Customer.
20. “Work Hours” mean hours between 9:00 AM and 6:00 PM CET (Central European Time), Monday through Friday, excluding holidays celebrated in France (as listed on https://www.timeanddate.com/holidays/france/#!hol=1).

2. STANDARD SUPPORT TERMS OF USE

2.A. Support channels

Standard Support is provided to you exclusively to Subscribers of a Support Contract:

• Via the help.quividi.com platform, which includes a complete Knowledge Base, as well as a ticketing system.
• Via the learn.quividi.com platform, which offers self-serve tutorials.
• Through email exchanged with a Quividi support engineer via the help@quividi.com alias.

By way of example, Standard Support Terms of Use do NOT include phone support, electronic real time support (such as Skype™ or Logmein™), on-site technical support, training, professional services or related travel expenses, unless stated specifically on the Entitlement.

2.B. When and How QUIVIDI will Respond to Requests for Problem Resolution

A knowledgeable support engineer will respond to a request for problem resolution based on the case severity level, as described below.

2.B.1 Severity Definitions

2.B.2. Support Response Objectives

An acknowledgement to your notification will be given to You according to the Case Severity:

2.B.3. Problem Resolution

Resolution will consist of either a Work Around, an Interim Solution or a Permanent Solution.

Problems that require an Interim Solution will be considered resolved when the test used to reproduce the problem demonstrates the corrected behavior.

Note: QUIVIDI is not responsible for resolving problems arising from errors in equipment or software not provided by QUIVIDI or errors made by individuals who are not QUIVIDI employees or contractors.

Once QUIVIDI Support is notified as above, the QUIVIDI support organization will be notified and will start verifying the problem. Once verified, the request will be handed over to product development if no resolution is immediately available.

The assigned support engineer will follow up the issue and will attempt to send out work-arounds and Interim or Permanent Solutions, according to the resolution objectives set forth above.

2.B.4. Resolution Objectives

A resolution to your problem will be provided within the following time frames, depending on the Case Severity:

2.C. Software AND Maintenance

A Provided your Entitlement provides you with a Maintenance service, you will be given access to:

• The Download section of http://vidicenter.quividi.com/ (either the general Software download section or the ‘Specific Downloads’ section), where you will be able to download the latest version of the QUIVIDI Software, or the version recommended to your needs.
• The Remote Configuration section of http://vidicenter.quividi.com/, where you will be able to program the automated remote upgrade of your QUIVIDI Software.

Note that the VidiCenter online service operates as Software As A Service (SAAS); being always available itself in its latest version, it does not require updating at any moment.

This Software Maintenance is limited to providing you with access to VidiCenter. By way of example, it does NOT include phone support, electronic real time support (such as Skype™ or LogmeIn™), on-site technical support, assistance in software deployment, training, professional services or related travel expenses, unless stated specifically on the Entitlement.

3. SPECIFIC SUPPORT TERMS OF USE

4. MISCELLANEOUS

4.A. Changes to the Agreement

QUIVIDI may make changes to these Support and Maintenance Terms of Use from time to time. When these changes are made, QUIVIDI will inform its customers on the http://vidicenter.quividi.com web site one month in advance and will post the new version of those Terms of Use on the http://www.quividi.com/terms-of-use/ page.

4.B. TERM AND TERMINATION

This Agreement is valid for the term specified in the Entitlement, if any. 

If no term is specified in the Entitlement, then:

• If Software is licensed under a Subscription License, or under annual Support Contract or other time-limited basis, all rights to use such Software cease upon the expiration of the applicable subscription period or of the applicable Support Contract, subject to any renewal rights explicitly set forth in the Entitlement to the extent properly exercised by the Customer.
• As to any other Software, if the Customer has lawfully received the Software without any Entitlement, then the license term shall be thirty (30) days from date of delivery to Customer of the first copy of the Software; provided that Customer may not perform multiple downloads of Software (or otherwise take delivery of multiple successive copies of the Software) to circumvent such term limitation.

At the end of the Term, Customer will no longer be covered by these Terms of Support.

Any breach of this Agreement (including any Entitlement) or failure by Customer to pay any applicable fees due shall result in termination of the Terms of use granted herein thirty (30) days after failure by Customer to cure any curable breach. 

4.C.     Force majeure

QUIVIDI shall not be liable under this Agreement because of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, inability to obtain export clearance from any applicable governmental entity, fire, flood, storm, earthquake, acts of God, hostilities or any other cause beyond its reasonable control (a “FORCE MAJEURE EVENT”), provided that QUIVIDI provides prompt written notice of any delay or default and cooperates to minimize the impact of such delay.

4.D.     QUIVIDI Contracting Entity, Governing law and localized versions of this agreement. 

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.

4.E.     Entire Agreement

This Agreement constitutes the entire and sole agreement between QUIVIDI and the Customer with respect to the Support Service, and supersedes all prior and contemporaneous agreements relating to the Support Service, whether oral or written (including any inconsistent terms contained in a purchase order), except that the terms of a separate written agreement executed by an authorized QUIVIDI representative and Customer shall govern to the extent such terms are inconsistent or conflict with terms contained herein. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remainder of this Agreement. This Agreement and associated documentation have been written in the English language, and the Parties agree that the English version will govern unless otherwise expressly stated in applicable Country-Specific Terms.