API terms of use.

PLEASE CAREFULLY READ THESE QUIVIDI API TERMS 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 ORGANISATION THAT YOU REPRESENT CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THESE TERMS, 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 A 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 APIs that allow you to:

• access the demographic profile, behaviour, mood, position and attentive state of members of the audience in a scene analysed 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 at 74 rue du Rocher, 75008 Paris, France ("Quividi"). This legal agreement is referred to as the "Terms".
• Precedence. If there is any contradiction between these Terms and any other Quividi APIs-related document (the "Quividi APIs Documentation"), these Terms 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 its sole discretion. When changes are made, Quividi will make a new copy of the Terms available on the Terms of Use page of this website or such successor URLs as Quividi may designate. 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 in the user interface for the Quividi APIs; or (b) using the Quividi APIs, in which case Quividi will treat your use 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 that entity. If you do not have such authority, ensure that an authorised person from your entity consents to and accepts these Terms.

3. Provision of the Quividi APIs

3.1 Limits on your use. Quividi may impose or adjust the limit on the number of transactions you may send or receive through the Quividi APIs; such limits may be set by Quividi at any time, at its discretion (see 9.1.1).

3.2 Changes to and termination of the Quividi APIs.

• If Quividi chooses to cease providing the current version of the Quividi APIs, whether through discontinuation or by upgrading to a newer version, the current version will be deprecated (the "Deprecated Version"). Quividi will issue an announcement. For a period of three months after the announcement (the "Deprecation Period"), Quividi will use commercially reasonable efforts to continue to operate the Deprecated Version and to respond to problems it deems critical. No new features will be added to the Deprecated Version during the Deprecation Period.
• Quividi reserves the right to cease providing all or part of the Deprecated Version immediately without notice if: Section 11.3 (Termination for Breach) applies; Quividi is required to do so by law; the Deprecated Version relies on data or APIs provided by a third-party partner and that relationship has expired, been terminated, or requires Quividi to change how it provides them; providing it could create a substantial economic burden; or providing it could create a security risk or material technical burden, in each case as determined by Quividi in its reasonable good-faith judgment.
• Quividi may, at any time prior to discontinuing or upgrading the Quividi APIs, label certain features or functionality as "experimental". Section 3.2 does not apply to features labelled experimental.

4. Your Quividi account

4.1 Signing up. 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 APIs, Quividi may require you to obtain and use security keys, secrets, tokens, passwords and/or other credentials ("Access Key") uniquely associated with your Account and the URL of your Quividi API Implementation. You must obtain and use such Access Key in accordance with these Terms.

4.3 Access Key security. You are solely responsible to Quividi for your use of the Quividi APIs and you will not share your Access Key with third parties. If you become aware of any unauthorised use of your Account or Access Key, notify Quividi immediately. You are responsible for maintaining the secrecy and security of your Access Key and for all activities that occur using it, and for keeping your Account information (including a current email address) up to date.

5. Quividi's proprietary rights

You acknowledge and agree that Quividi (or its 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 them, whether 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); 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. "Brand Features" means the trade names, trademarks, API marks, logos, domain names and other distinctive brand features of each party. "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. "Quividi API Implementation" means a software application or website that uses the Quividi APIs to obtain and display Content in conjunction with Your Content, according to these Terms. "Your Content" means any content that you provide in your Quividi API Implementation, including images, video or software; it does not include the Content.

7.2 Quividi APIs License. Subject to these Terms (including Sections 8 and 9), 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 Sections 8 and 9), 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 API Implementation, as the Content is provided in the Quividi APIs and in the manner permitted by the Terms. Certain Content is provided under license from third parties and is subject to copyright and other intellectual property rights owned by or licensed to them. You may be held liable for any unauthorised 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, victimise or intimidate an individual or group for any reason, 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 (you may, however, export non-programmatic, GUI-driven Quividi Content as a PDF or spreadsheet by using "save as" or similar functionality); remove or alter any proprietary notices or marks; use or access the Quividi API for purposes of monitoring the availability, performance or functionality of any Quividi products and services, or for any other benchmarking or competitive purposes; use Quividi Marks in a manner that creates a sense of endorsement, sponsorship or false association with Quividi, or 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 from it, inures to Quividi's benefit); use or access the Quividi API to aggregate, cache or store any information contained in Quividi Content.
• Your Quividi API Implementation must use the Quividi API as the sole source for features that are substantially similar to functionality offered by Quividi, and 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. Subject to these Terms, Quividi gives you a personal, worldwide, royalty-free, non-transferable, non-assignable, non-sublicensable and non-exclusive license to display Quividi's Brand Features solely for the purpose of promoting or advertising your authorised use of the Quividi APIs and fulfilling your obligations under the Terms. In using Quividi Brand Features, you will not: display them in any manner that implies a relationship, affiliation, sponsorship or endorsement by Quividi beyond your use of the Quividi APIs, or that suggests editorial content has been authored by or represents the views of Quividi; display them in an implementation or site that contains adult content or promotes illegal activities; display them as the most prominent element on any page of your website; display them in a manner that is misleading, defamatory, infringing, libellous, disparaging, obscene or otherwise objectionable to Quividi; use the Quividi API to disparage Quividi, its products or the APIs; display them on a site that violates any law or regulation; or remove, distort or alter any element of a Quividi Brand Feature. Except as set forth in this Section, nothing in the Terms grants you any right, title or interest in Quividi's Brand Features. You will not, during or after the Term, challenge or assist others to challenge Quividi's Brand Features or their registration, nor attempt to register any Brand Features (including domain names) confusingly similar to Quividi's.

7.6 Proprietary rights notices. You will not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices, Terms of Use links or Brand Features) 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 complies with these Terms.

8. License requirements

Quividi's licenses above are subject to your adherence to the following requirements:

8.1 Free access. The use of the Quividi API is free of charge for non-commercial projects and for certain uses. This rule does 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 API Implementation for use by other users, you must: display to those users the link to Quividi's Terms of Use as presented through the Quividi APIs or described in the Documentation; explicitly state in your implementation's terms of use that, by using it, your users agree 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 any other applicable laws and regulations in France and the European Union.

8.3 Attribution. Content provided through the Quividi APIs may contain the trade names, trademarks, API marks, logos, domain names and other distinctive brand features of Quividi, its partners or other third-party rights holders. When Quividi provides this attribution, you must display it as provided through the Quividi APIs or as described in the Documentation, and may not delete or alter it. Quividi has the sole right and discretion to determine whether your attributions comply with these requirements.

8.4 Responsibility for breaches. You are solely responsible for (and 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 authorisation from Quividi (or, as applicable, from the provider of particular Content), Quividi's licenses are subject to your adherence to all of the restrictions below.

9.1.1 General restrictions. You must not (nor permit anyone else to):

• Access the Quividi APIs or any Content through any technology or means other than those provided in the Quividi APIs, or other explicitly authorised means Quividi may designate.
• Hide or mask from Quividi the identity of your implementation as it uses the Quividi APIs, including by failing to follow the identification conventions in the Documentation.
• Reverse engineer, decompile or otherwise attempt to extract the source code of the Quividi APIs or any part thereof, unless expressly permitted or required by applicable law, and then only after prior written consent from Quividi.
• Modify, replace, obscure or otherwise hinder the functioning of links to Quividi or third-party websites provided in the Content.
• Violate any Quividi policies. You agree not to: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others; make available any inappropriate, defamatory, obscene or unlawful content, or content that infringes any patent, trademark, copyright, trade secret or other proprietary right; make available messages that promote pyramid schemes, chain letters or disruptive commercial messages; make available any content prohibited by applicable law, the Terms or any applicable Quividi policies; download any file you know cannot legally be distributed in such manner; impersonate another person or entity, or falsify or delete author attributions or labels of origin; restrict or inhibit any other user from using the Quividi APIs or any other Quividi product; delete, obscure or fail to display the Terms of Use link; delete, obscure or alter any brand features, logos, warnings, notices or links in the Quividi APIs or Content; interfere with or disrupt the Quividi APIs, servers or networks, or disobey any requirements of networks connected to them; use any robot, spider or other device to retrieve or index any portion of the Quividi APIs or Content, or collect information about users for any unauthorised purpose; display content that falsely implies it is sponsored or endorsed by Quividi; create Accounts by automated means or under false pretences, or 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.
• Use or display the Content without a corresponding Quividi API, unless explicitly permitted in the Documentation or through written permission from Quividi.
• Exceed VidiCenter transaction limits and usage policies. If your VidiCenter API application generates a high volume of transactions, Quividi reserves the right to set transaction limits and other usage policies in the Documentation. To engage in use outside these limits, contact the Quividi API sales team for licensing options.

9.1.2 Restrictions against commercial use. You must not charge users or any other third party any fee for the use of the Quividi API Implementation, the Quividi APIs or the Content, except as permitted under 8.1.

9.1.3 Restrictions against data export or copying.

• No unauthorised copying, modification, 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 except as explicitly permitted under these Terms. For example, the following are prohibited: (i) creating a server-side copy of Quividi content and audience data; (ii) creating mailing lists or telemarketing lists based on the Content; (iii) exporting, writing or saving the Content to a third party's location-based platform or 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 temporarily and securely to improve the performance of your implementation, in a manner that does not permit use of the Content outside the Quividi APIs, and (ii) any content identifier or key that the Documentation specifically permits you to store.
• No mass downloads or bulk feeds of Content. You must not use the 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 it. 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, and develop new ones. This license continues even if you stop using our services. Some Quividi services may offer ways to access and remove Content, and some have terms or settings that narrow the scope of Quividi's use of the Content submitted in those services.

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

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

11. Terminating this Agreement

11.1 The Terms 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 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 them.

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 notice if: you have breached any provision of the Terms (or have acted in a manner that clearly shows that you do not intend to, or are unable to, comply with them); Quividi is required to do so by law; the Quividi APIs rely on data or APIs provided by a third-party partner and that relationship has expired, been terminated, or requires Quividi to change how it provides the APIs; providing the Quividi APIs could create a substantial economic burden; or providing them could create a security risk or material technical burden, in each case as determined by Quividi in its reasonable good-faith judgment.

11.4 When this agreement ends, those Terms that by their nature are intended to continue indefinitely will continue to apply, including Sections 5, 11, 12, 13, 14, 15 and 18.

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 DAMAGE. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND QUIVIDI'S 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 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 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 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 THEIR PROVISION; 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 IN SECTION 13.1 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 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 APIs in breach of the Terms or applicable policies; (b) your Quividi API Implementation; (c) any use by users of your implementation; (d) any claim that your implementation or Your Content violates any applicable law, including any claim that it infringes the rights of a third party.

14.2 You will cooperate as fully as reasonably required in the defence of any claim. Quividi reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Quividi APIs may be irreparable; Quividi is therefore entitled to seek equitable relief, including preliminary injunction and injunction, in addition to all other remedies.

15. Confidentiality

"Quividi Confidential Information" means any information of or relating to Quividi that becomes known to you through disclosure, observation or otherwise, and that is either designated as confidential by Quividi or is not generally known or readily ascertainable to the public, including non-public information regarding Quividi's APIs, 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 it is granted hereby. You will not disclose any Quividi Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorised dissemination, both during and after the term of these Terms. If you are a corporate entity, you will limit internal distribution to employees and agents who have a need to know. 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 all Quividi Confidential Information in your custody or control. You and Quividi remain subject to any non-disclosure agreement entered into separately. This provision survives any termination of these Terms.

16. Other content

The Quividi APIs may include hyperlinks to other websites, content or resources. Quividi has no control over websites or resources provided by third parties, is not responsible for their availability, and does not endorse any advertising, products or other materials on or available from them. Quividi is not liable for any loss or damage incurred by you as a result of the availability of those external sites or resources, or of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on them.

17. Language of the Terms

Where Quividi has provided you with a translation of the English version of the Terms, the translation is provided for your convenience only and the English version governs your relationship with Quividi. If there is any contradiction between the English version and a translation, the English version takes precedence.

18. General legal terms

18.1 Notices. 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. If Quividi does not exercise or enforce any legal right or remedy available to it under the Terms or applicable law, Quividi will not be deemed to have waived its rights or remedies. Any waiver is effective only if Quividi expressly states in a signed writing that it is waiving a specified Term.

18.3 Severability. If any court of competent jurisdiction rules that any provision of these Terms is invalid, that provision will be removed without affecting the rest of the Terms, which remain valid and enforceable.

18.4 Third-party beneficiaries. Each member of the group of companies of which Quividi is the parent, and each of the Indemnified Parties, is a third-party beneficiary of the Terms and may directly enforce and rely upon any provision that confers a benefit on them. No other person or company is a third-party beneficiary.

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

18.6 Representations and warranties. You represent and warrant that: (1) you have the necessary power and authority to enter into this agreement, and the performance of your obligations will not breach any other agreement or the rights of any third party; (2) you will maintain throughout the term all rights and licenses required with respect to your service; and (3) your service and its use, distribution, sale and license comply 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, the law that applies to any dispute arising out of or in connection with this Agreement, and the courts that have jurisdiction, 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, the parties shall attempt, promptly and in good faith, to resolve it. If it cannot be resolved within a reasonable time (not to exceed thirty (30) days), either party must submit it 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, the parties are 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. They completely replace and supersede any prior agreements between you and Quividi, written or oral, in connection with the Quividi APIs and Content.

Copyright © QUIVIDI SAS. All rights reserved. QUIVIDI SAS, 74 rue du Rocher, 75008 Paris, France.