Support and maintenance terms of use.

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 an indefinite Software License simultaneous to a support contract). They are described in section 2.
• Specific Support Terms of Use are provided to Customers when stated in the Entitlement. They include the services described in section 3.

1. Definitions

1. "Bug" means an inconsistency between Quividi Product behaviour and Quividi Product Documentation.
2. "Country-Specific Terms" means those terms posted at 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 ("Territory"). Any Country-Specific Terms applicable to a Territory take precedence over any inconsistent terms of this Agreement with respect to use of the Software in that Territory.
3. "Customer" or "You" means the individual or other legal entity, business, governmental or not-for-profit organisation that (A) is the original end-user purchaser of a license to the Software from Quividi or a Quividi-authorised reseller and accepts the terms of this Agreement, or (B) is identified as Customer or end user in the applicable Entitlement or in the authorised reseller's invoice for such license. 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.
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 authorised 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 free of charge. Entitlements may be composed of, among other things, 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 Quividi 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.
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 registered under number 490 937 422 RCS Paris, having its registered office at 74 rue du Rocher, 75008 Paris, France. However, if Customer is based in the United States or Canada, "Quividi" means QUIVIDI Inc., a Delaware corporation having its registered office at 8 The Green, STE B, Dover, Delaware 19901, USA.
9. "Quividi Product" means a product or a service listed on quividi.com.
10. "Quividi Support Organisation" 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 under 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 which is separately licensable from Quividi or its authorised resellers for an additional fee, whether such feature is "locked" or key-restricted, or even if it 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-authorised reseller for Evaluation Use. "Software" may also consist of a Separately Licensable Feature distributed in combination with other Software, or an Update of other Software.
14. "Subscriber" means a Device, individual, Customer billing record or other identity that is recognised by the Software as authorised (presently, in the past or in the future) to receive services, usage, access or content 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 and either identifies the license as a "subscription" or expressly includes the right to Updates throughout the fixed term 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, it is deemed to last 365 days (one year).
17. "Support Contract" means a support services contract that includes rights to receive certain Updates of the Software, which is either (i) a Quividi-issued contract purchased by Customer from Quividi or a Quividi-authorised reseller, or (ii) a support services contract issued by a support services provider under authorisation granted by Quividi.
18. "Update" means Software that is an update, upgrade, bug fix or other new release of other Software. Updates are either "Major Releases" (a revision determined by Quividi to have significant additional functionality or improved performance, whose version number is incremented by an integer, e.g. 5.x to 6.x) or "Minor Releases" (a bug fix, maintenance release, service release or revision limited to minor additional functionality or corrections of errors, whose version number is 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 of a product is not considered a Major Release. An Entitlement to Updates may in 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 public holidays in France.

2. Standard Support Terms of Use

2.A Support channels

Standard Support is provided 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 help@quividi.com.

By way of example, Standard Support Terms of Use do not include phone support, electronic real-time support, on-site technical support, training, professional services or related travel expenses, unless stated specifically in 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

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 behaviour.

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, the Quividi Support Organisation 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 attempt to send out Work Arounds and Interim or Permanent Solutions, according to the resolution objectives below.

2.B.4 Resolution objectives

2.C Software and maintenance

Provided your Entitlement includes a Maintenance service, you will be given access to:

• the Download section of vidicenter.quividi.com (either the general Software download section or the "Specific Downloads" section), where you can download the latest version of the Quividi Software, or the version recommended for your needs;
• the Remote Configuration section of vidicenter.quividi.com, where you can 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 in its latest version, it does not require updating. This Software Maintenance is limited to providing access to VidiCenter. It does not include phone support, electronic real-time support, on-site technical support, assistance in software deployment, training, professional services or related travel expenses, unless stated specifically in the Entitlement.

3. Specific Support Terms of Use

The services described in this section are provided remotely to Customers that have subscribed to a Specific Support Package. They are consumed against a credit of hours of Specific Support; Customers need a positive balance of hours to be eligible. These services are tracked with a time clock by Quividi Support Engineers and a running total is kept for each Subscriber of that package. The type and quantity of these services are specified in the Entitlement. If the type is not mentioned, it is not available to the Customer. If the quantity is not defined or is not clear, the quantity is equal to one (1).

3.A Live support

Live support is provided over the phone or through an electronic board (Zoom, Teams, TeamViewer and similar). It is meant to assist Customers through a real-time conversation for resolving their specific issues. For customers in North America, live support is provided Monday to Friday, 10 AM to 6 PM Eastern Time. For all other regions, Monday to Friday, 10 AM to 6 PM Central European Time.

3.B Validation of VidiReports installation

Quividi Support Engineers can assist the Customer's Operations teams in verifying that the settings of their VidiReports instances are optimal, based on their specific hardware.

3.C Assistance on CMS–VidiReports integration

Quividi Engineers can assist the Customer's Development and Technical teams in ensuring that their VidiReports instance shares information with their selected CMS through the implementation of dedicated APIs. Assistance is provided via email or chat (see 3.A).

3.D Help on VidiCenter dashboard configuration

Quividi Support Engineers can assist the Customer's Marketing and Operations teams in customising the layout of their dashboard in VidiCenter, in particular to create a template dashboard reused frequently. Assistance is provided via email or chat (see 3.A). This service does not include the analysis of the data itself inside the charts, which corresponds to Consulting Services that can be requested through a dedicated statement of work.

3.E Remote monitoring

Quividi Support Engineers can assist the Customer's Operations teams in reviewing the monitoring messages and defining corrective actions so that a maximum of the Customer's machines are fully operational.

3.F Dedicated entry point for ticketing / quick service turnaround

Customers that subscribe to a Specific Support can be granted a specific contact email that ensures their email requests are processed in priority.

4. Data access period

Customers who are up to date with their payments can access their data stored in Quividi's database, as authorised by their Entitlement. The data is available for a period running from the first of January of the calendar year three years before the current year (for example, in April 2023, the available data starts on January 1st, 2020). It is the Customer's responsibility to download their data in due time, either by CSV export or Cloud API (if subscribed). At the Customer's request, made before the anniversary date, Quividi can offer a service to help with this task. At the end of the current calendar year, data older than three years will no longer be accessible.

5. Miscellaneous

5.A Changes to the Agreement

Quividi may make changes to these Support and Maintenance Terms of Use from time to time. When changes are made, Quividi will inform its customers on vidicenter.quividi.com one month in advance and will post the new version on the Terms of Use page of this website.

5.B Term and termination

This Agreement is valid for the term specified in the Entitlement, if any. If no term is specified:

• if Software is licensed under a Subscription License, an annual Support Contract or another time-limited basis, all rights to use such Software cease upon expiration of the applicable period, subject to any renewal rights explicitly set forth in the Entitlement and properly exercised by the Customer;
• as to any other Software, if the Customer has lawfully received the Software without any Entitlement, the license term is thirty (30) days from delivery of the first copy of the Software; the Customer may not perform multiple downloads to circumvent this 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 to pay any applicable fees due results in termination of the Terms of Use granted herein thirty (30) days after failure by Customer to cure any curable breach.

5.C Force majeure

Quividi shall not be liable under this Agreement for 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 gives prompt written notice of any delay or default and cooperates to minimise its impact.

5.D Quividi contracting entity, governing law and localised versions

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.

5.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 it, 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. 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.