End-user license agreement.

This Agreement, as may be modified by any applicable Country-Specific Terms, governs Customer's access to and use of the Software (as defined below) first placed in use by Customer on or after the release date of this Agreement; provided that if there is a valid, unexpired separate written agreement signed by Customer and Quividi governing Customer's use of the Software, then to the extent of a conflict the order of precedence shall be (i) that signed written agreement, and (ii) this End User License Agreement as may be modified by any Country-Specific Terms as they apply to use of Software in a particular country. Any non-English translated version of this Agreement posted on this website shall be the governing version for use of the Software in the territory designated for that translation. Please check the Schedule to see if any Country-Specific Terms or translation apply.

1. Definitions

In this Agreement and in the Entitlements (unless the Entitlement otherwise expressly provides), the following capitalised terms have the meaning set forth below:

1. "Authorised Users" means the number of Users that Customer is licensed to have access to the Software.
2. "Content" means any content provided by the Customer or any third party through the Software, including text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, computer code and any kind of data generated by Quividi.
3. "Concurrent Users" means the number of Users that Customer is licensed to have concurrently accessing the Software. If a single User connects using multiple concurrent log-ins or connections, each active logical connection counts toward the number of Concurrent Users.
4. "Country-Specific Terms" means those terms posted in Schedule 1 of this Agreement 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 ("Territory"). Country-Specific Terms take precedence over any inconsistent terms of this Agreement with respect to use of the Software in that Territory.
5. "Customer" or "You" means the individual or other legal entity, business, governmental or not-for-profit organisation identified as Customer or end user in the applicable Entitlement or in the authorised reseller's invoice for the license to the Software. If Software is lawfully received from Quividi or an authorised reseller but there is no Entitlement, "Customer" means the party that first so received the software and accepts the terms of this Agreement (see Section 13.3 with respect to license limitations where there is no Entitlement).
6. "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.
7. "Embedded Software" means a copy of Software delivered embedded in or loaded onto any third-party hardware equipment when such equipment is sold by such third party.
8. "End Customer" means the individual or other legal entity, business, governmental or not-for-profit organisation that determines the purposes and means of the processing of Personal Data.
9. "End User" means the individual or other legal entity, business, governmental or not-for-profit organisation that effectively uses the Software.
10. "End-point" means any Device that terminates a network connection.
11. "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 authorised use, if any, (v) the Customer, and (vi) the license fee charged, if any, and, if none is charged, the fact that the license was granted free of charge. Entitlements may be composed of a written agreement signed by Customer and Quividi, a product description in the Quividi price list, a Quividi invoice or quote, a Quividi-issued e-certificate, a Quividi-issued email transmitting authorisation codes, a website-posted Services Description Document, or an End User Services Agreement. In the event of inconsistency between two Entitlement documents or between this Agreement and any Entitlement document, the one most restrictive of the rights of the Customer takes precedence.
12. "Quividi" means the contractual entity as mentioned in Article 21.
13. "Licensed Unit" means a unit of measure by which Customer's licensed use of Software is limited, as specified in the Entitlement: users, sessions, calls, connections, subscribers, clusters, nodes, devices, links, ports, events or transactions, or throughput, performance, configuration, bandwidth, interfaces, processing or geographic scope. Defined Licensed Units include Authorised Users, Concurrent Users, Device, End-point, Managed Device, Subscriber and User.
14. "Managed Device" is a Device that (1) is recognised by the Software as authorised to be configured, administered, managed, provisioned, monitored or otherwise acted upon by the Software, or (2) has been so acted upon by the Software.
15. "Network" means a set of networked Devices or other network elements of the Customer that are under the common management and operational control of Customer.
16. "Separately Licensable Feature" means any module, feature, function, service, application, operation or capability furnished in combination within other Software which is separately licensable from Quividi or its authorised resellers for an additional fee, whether "locked" or key-restricted, or even if it can be activated without a Quividi-issued activation key.
17. "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 for Evaluation Use. "Software" may also consist of a Separately Licensable Feature distributed in combination with other Software, or an Update of other Software.
18. "Subscriber" is a Device, individual, Customer billing record or other identity recognised by the Software as authorised (presently, in the past or in the future) to receive services, usage, access or content enabled by the Software.
19. "Subscription License" means a license with respect to which the Entitlement states a finite, fixed term of use and either identifies the license as a "subscription" or expressly includes the right to Updates throughout the term without a separate Support Contract.
20. "Support Contract" means a support services contract that includes rights to receive certain Updates, either (i) issued by Quividi and purchased from Quividi or an authorised reseller, or (ii) issued by a support services provider under authorisation granted by Quividi.
21. "Update" means Software that is an update, upgrade, bug fix or other new release of other Software. Updates are either "Major Releases" (significant additional functionality or improved performance; version number incremented by an integer, e.g. 5.x to 6.x) or "Minor Releases" (bug fix, maintenance or service release, or minor additional functionality; version number incremented by a decimal, e.g. 5.2 to 5.3). A set of new features regrouped under a new product name or a new Edition name is not considered a Major Release. An Entitlement to Updates may in certain cases exclude Major Releases.
22. "Usage Monitor" means a network management appliance or application software furnished to Customer (or approved in writing) by Quividi for monitoring use of the Software.
23. "User" means a Device, individual, Customer billing record or other identity usable to gain access to any Software functionality. If a User can access the Software through another User, each such User is counted separately against Authorised Users or Concurrent Users.

2. License grant

Subject to payment of the applicable fees and to the terms of this Agreement, Quividi grants to Customer a non-exclusive and non-transferable license, without right to sublicense, to use the Software, in executable form only, and only within the restrictions and subject to the conditions set forth in the Entitlement and in this Agreement.

3. License scope

Unless otherwise expressly provided in the Entitlement:

1. Embedded Software. Customer shall use Embedded Software solely for execution on the unit of third-party equipment originally delivered to Customer with such Software installed. Any Update of Embedded Software licensed under a Support Contract may be loaded and executed only on the equipment on which the originally licensed Embedded Software is authorised to execute; the same applies to any Separately Licensable Feature combined with the Embedded Software. No license is granted for installation or use of any Embedded Software, Update or Separately Licensable Feature on any equipment resold by anyone who is not an authorised reseller of such equipment.
2. Single Instance / Single Device. Except where the Entitlement states otherwise (including a "Volume License"), Customer shall use a single instance of the Software on a single Device and the quantity of all applicable Licensed Units shall be one (1).
3. Non-transferability of Licensed Units. Unless expressly permitted by the Entitlement, quantities of Licensed Units purchased separately may not be transferred or allocated between different licenses or instances of the Software.
4. Separately Licensable Features and Updates. Unless otherwise expressly stated in an Entitlement, a license to a particular release of Software does not entitle Customer to receive or use any Separately Licensable Feature delivered with it or any Update of it. An Entitlement to a Separately Licensable Feature or Update may specify different terms, but shall in no event be construed to expand implicitly any terms of the underlying licensed Software.
5. Volume License. If the Entitlement specifies a Volume License, Customer may allocate the Licensed Units across the licensed number of Software instances provided that (i) they all run on the Customer Network specified in the Entitlement, (ii) the total number of Licensed Units does not exceed the number licensed, and (iii) a Usage Monitor is used to validate (i) and (ii) and to report usage to Quividi. Customer shall not alter, disable or destroy the Usage Monitor, its connection to Quividi or any data it collects.
6. Updates. Except as provided in 3.7 for Subscription Licenses or as otherwise expressly provided in an Entitlement or Support Contract, Customer has no rights in any Update, nor any rights to associated support services.
7. Subscription License. For a Subscription License, Quividi shall make available during its term the Supported Updates (any Update of such Software then generally available to Customers holding a Subscription License to it), solely for support of Customer's licensed copies. Each Supported Update is subject to the same terms, restrictions and conditions as apply to the Software.
8. Trial license. If an Entitlement specifies "Evaluation", "Demonstration" or "Trial" Use, Customer may only use the Software for its internal evaluation or qualification, and only in a development or test network environment, in contemplation of potential future licensing.
9. Except to the extent otherwise required by applicable law or expressly provided in the Entitlement, this license is not sublicensable, transferable or assignable by Customer, and any attempted sublicense, transfer or assignment is null and void.

4. Restrictions

This license does not permit Customer to, and Customer agrees that it shall not, alone or through another party:

1. modify, unbundle, reverse engineer, or create derivative works based on the Software;
2. make copies of the Software (except as necessary for backup purposes and as otherwise expressly permitted in the Entitlement);
3. remove any proprietary notices, labels or marks on or in the Software;
4. distribute any copy of the Software to any third party, including Embedded Software in any equipment sold on a second-hand market, except to an End Customer named on the Entitlement;
5. use any feature that is "locked", key-restricted or otherwise identified as not licensed without paying a separate fee, unless Customer first purchases the applicable license and obtains a valid authorisation supported by an Entitlement, even if the feature can be activated without a Quividi-issued activation key;
6. distribute any product activation key provided by Quividi to any third party, except to an End Customer named on the Entitlement;
7. use the Software in any manner that extends or is broader than the uses purchased from Quividi or an authorised reseller;
8. use Embedded Software on non-Quividi equipment;
9. use Embedded Software (or make it available for use) on Quividi equipment that Customer did not originally purchase from Quividi or an authorised reseller;
10. disclose the results of testing or benchmarking of the Software to any third party without the prior written consent of Quividi;
11. attempt to alter or deface any notice or marking on any copy of the Software, or attempt to assign or transfer any rights under this Agreement or any Entitlement;
12. use any Update if (1) at the time of acquiring it Customer does not already hold a valid license to the original Software, or (2) Customer has not paid the applicable fee for the Update or the Support Contract under which it is furnished;
13. deactivate, modify or impair the functioning of any Usage Monitor or any record, log or functionality designed to monitor, measure or limit use of the Software or compliance with this Agreement;
14. unless expressly provided in the Entitlement, permit any other User to use its access to any Software features in support of a business activity in which that User, for a fee, grants third parties access to such features; or
15. use the Software, or permit any User or third party to use it, in violation of any applicable law or regulation or to support any illegal activity.

5. Audit

Customer agrees to allow Quividi or its independent professionals the right, at any time during the term of any license and thereafter until three (3) years after its latest termination or expiration, to inspect and copy during normal business hours the Usage Monitor logs, other Software logs and other relevant Customer records to verify compliance with this Agreement and the Entitlement, under reasonable and customary restrictions to protect confidential Customer information. If such inspection discloses non-compliance, Customer shall promptly pay to Quividi the appropriate license fees, plus the reasonable cost of conducting the audit.

6. Records

Customer shall maintain accurate records as necessary to verify compliance with this Agreement. Upon request by Quividi, Customer shall furnish such records and certify its compliance.

7. Confidentiality

Aspects of the Software and associated documentation are the confidential property of Quividi. Customer shall maintain them in confidence, which at a minimum includes restricting access to Customer employees and contractors having a need to use the Software for Customer's internal business purposes.

8. Ownership

Quividi and its licensors retain ownership of all right, title and interest (including copyright) in and to the Software, associated documentation and all copies of the Software. Nothing in this Agreement constitutes a sale or other transfer of any right, title or interest in the Software or documentation.

9. Open source

Software may use or include one or more open source software components listed in the Quividi open source attribution file, available in the application directory or in the "About" menu of the application. Refer to that file for the open source license disclosures and pertinent terms.

10. Limited warranty

Except as otherwise provided in the warranty posted at help.quividi.com, and except for Software excluded from warranty coverage below, Quividi warrants for the sole benefit of Customer that for ninety (90) days from the Start Date, the media on which Software is delivered shall be free from defects in material and workmanship under normal authorised use consistent with the product instructions, subject to the following:

• For Embedded Software embedded in Quividi hardware products, for ninety (90) days from receipt of the hardware, Quividi will provide the purchasing Customer access to one (1) download of the most recent commercially available revision of the embedded Software via vidicenter.quividi.com. Such download is treated as an Update. This right extends only to the Customer and not to any subsequent transferee of the hardware.
• Restrictions. No warranty applies if the Software (i) has been altered, except by Quividi; (ii) has not been installed, operated, repaired or maintained in accordance with Quividi's instructions; (iii) has been subjected to unreasonable physical, thermal or electrical stress, misuse, negligence or accident; or (iv) has been licensed solely for Evaluation or demonstration use, or is beta software or otherwise not commercially released. The Software is not designed or intended for use in (i) the design, construction, operation or maintenance of any nuclear, chemical or other facility, (ii) navigating or operating aircraft or any other transportation vehicle, or (iii) operating life-support or life-critical medical equipment, and Quividi disclaims any express or implied warranty of fitness for such uses. Customer is solely responsible for backing up its programs and data. Quividi warranty obligations do not include installation, reinstallation or backup support.
• Nothing in this Agreement gives rise to any obligation on the part of Quividi to support the Software. Support services may be purchased separately and are governed by a separate written support services agreement.
• Exclusions. Software licensed for research and development, lab, evaluation or demonstration use is furnished "AS IS" and without warranty of any kind, express or implied.

11. Disclaimer and indemnity

TO THE EXTENT PERMITTED BY LAW, QUIVIDI DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO THE SOFTWARE OR ITS LICENSING TO OR USE BY ANYONE OTHER THAN CUSTOMER.

Customer shall defend, indemnify and hold Quividi harmless from and against any liability, damages, loss or cost (including attorneys' fees) arising out of or relating to any dispute, lawsuit, administrative hearing, arbitration or settlement based on any claim by a party other than Customer relating to the Software originally licensed to Customer (or relating to a service offered by Customer involving use of the Software).

13. Term and termination

This License is granted for the license term specified in the Entitlement, if any. If no license term is specified:

1. As to any Embedded Software, unless the license is Evaluation, Demonstration or Trial Use, the license shall be terminable only for non-payment or other breach under 13.4.
2. If Software is licensed under a Subscription License, an annual Support Contract or another time-limited basis, all rights to use it cease upon expiration of the applicable period, subject to any renewal rights explicitly set forth in the Entitlement and properly exercised by Customer.
3. As to any other Software, if Customer has lawfully received the Software without any Entitlement, the license term is thirty (30) days from delivery of the first copy; Customer may not perform multiple downloads to circumvent this limitation.
4. Any breach of this Agreement (including any Entitlement) or failure to pay any applicable fees due results in termination of the license thirty (30) days after failure by Customer to cure any curable breach.

Upon any expiration or termination, Customer's right to use the Software ends and Customer shall promptly destroy or return to Quividi all copies of the Software and related documentation in its possession or control.

14. Taxes

All license fees payable under this Agreement are exclusive of tax. Customer is responsible for paying taxes arising from the purchase of the license, or importation or use of the Software. If applicable, valid exemption documentation for each taxing jurisdiction shall be provided to Quividi prior to invoicing, and Customer shall promptly notify Quividi if its exemption is revoked or modified. All payments made by Customer shall be net of any applicable withholding tax; Customer will provide reasonable assistance to Quividi in connection with such taxes (valid tax receipts, applications that would reduce withholding, notification and assistance in any audit or tax proceeding). Customer shall comply with all applicable tax laws and will promptly pay or reimburse Quividi for all costs and damages related to any liability incurred by Quividi as a result of Customer's non-compliance or delay. Customer's obligations under this Section survive termination or expiration of this Agreement.

15. Export

Customer agrees to comply in its use of the Software with all applicable export laws, restrictions and regulations of France, the European Union and the United States and any applicable foreign agency or authority, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. Customer is solely liable for any such violations.

16. Third-party beneficiaries and third-party software

Any licensor of Quividi whose software is embedded in the Software, and any supplier whose products, technology or services are embedded in or accessed by the Software, is a third-party beneficiary of this Agreement and may enforce it in its own name as if it were Quividi. Certain third-party software may be provided with the Software and is subject to the accompanying license(s) of its respective owner(s). The list of portions of the Software distributed under open source licenses can be found at help.quividi.com.

17. Your Content

Some of our Software allows you to upload, submit, store, send or receive Content. You retain ownership of any intellectual property rights that you hold in that Content. When you upload, submit, store, send or receive Content to or through our Software, you give Quividi (and those we work with) a worldwide licence to use, host, store, reproduce, modify, create derivative works (such as translations or adaptations so that your content works better with our Software and services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant are for the limited purpose of operating, promoting and improving Quividi services and Software, and developing new ones. This licence continues even if you stop using our services. Some services may offer ways to access and remove content provided to that service, and some have terms or settings that narrow the scope of our use of that content. Make sure you have the necessary rights to grant this licence for any content you submit.

18. Aggregated audience data

Quividi is authorised to aggregate the Customer Audience and Traffic Data with data from other Quividi customers, for reasons including benchmarking and statistical purposes, under the following cumulative conditions:

1. a minimum of four (4) customers compose the aggregated audience data in any given audience data group;
2. no single network ever makes up more than 40% of the data of any given audience data group;
3. the name of the Customer is never mentioned as having contributed to the aggregated audience data, unless with the Customer's agreement;
4. all labels and names entered by the Customer are anonymised.

19. Governing law

This Agreement is governed by the laws of the country defined in Article 21. The provisions of the U.N. Convention for the International Sale of Goods shall not apply. For any dispute arising under this Agreement, the Parties consent to the personal and exclusive jurisdiction of, and venue in, the courts defined in Article 21.

20. Entire Agreement

This Agreement constitutes the entire and sole agreement between Quividi and the Customer with respect to the Software, and supersedes all prior and contemporaneous agreements relating to the Software, 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 authorised Quividi representative and Customer govern to the extent they are inconsistent with the terms herein. Neither any modification to this Agreement nor any waiver of any rights hereunder is effective unless expressly assented to in writing by the party to be charged. If any portion of this Agreement is held invalid, such invalidity shall not affect the validity of the remainder. This Agreement has been written in English, and the English version governs unless otherwise expressly stated in applicable Country-Specific Terms.

21. Quividi contracting entity, notices, governing law and venue

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.

Schedule 1 · Country-Specific Terms

European Union · Data Processing Agreement

Customer has to inform End Customer that End Customer has to sign a separate Data Processing Agreement to this EULA with Quividi, as required by Article 28 of the General Data Protection Regulation (Regulation (EU) 2016/679). In the absence of a specific Data Processing Agreement, the then-current Data Processing Agreement available on help.quividi.com shall be deemed applicable. Customer agrees to provide Quividi with the details of an individual (name, title, email) within the End Customer who is authorised to sign this Data Processing Agreement.

European Union · Information to individuals

Customer has to inform End Customer that End Customer has to take appropriate measures to provide information on the Software's data processing and purpose to individuals, as required by Article 13 of the General Data Protection Regulation. This has to be done via a public notice installed on the camera-sensor-equipped screen and, when applicable, at the entrance of the venue where the camera-sensor-equipped screens are operating.