Terms of Use

Effective date: October 3, 2023

These Terms of Use contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Quidget Services”).

The Quidget Services are offered to you subject to your acceptance, without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy and Cookies Policy), and procedures that may be published from time to time on the Platform or made available to you on or through the Quidget Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Quidget and its subsidiaries and affiliates (“Quidget”). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE QUIDGET SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE QUIDGET SERVICES.

Quidget may, in its sole discretion, elect to suspend or terminate access to, or use of the Quidget Services to anyone who violates these Terms.

If you register for a free trial of the Quidget Services, the applicable provisions of these Terms will govern that free trial.

In the event of any inconsistency or conflict between these Terms and the terms of any agreement, service order or statement of work, the terms of the agreement, service order or statement of work shall control.

The original language of these Terms is English. Quidget may make available translations of these Terms in other languages for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

1. DEFINITIONS

Account – the primary means for accessing and using the Quidget Services, subject to payment of a Fee;

Authorization – the set of rights and privileges on the Web Site assigned to a User by a Client;

Client – a natural or legal person who has accepted these Terms with Quidget; Client Data – files and any other digital data and information, which is subjected to the Quidget Services or otherwise inserted to the Quidget Services by the Client;

Content – any data and information available through Quidget Services, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;

Data Processing Agreement — agreement that establishes the terms and conditions governing the processing of personal data by Quidget on behalf of a Client according to the applicable data and privacy protection laws;

Fee – regular payment for using the activated Account;

Free Trial – limited access for the purposes of trying out the Quidget Services without paying a Fee;

Quidget Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of Quidget Services;

Quidget Services – the Web Site, Content, Platform and all content, services and/or products available on or through the Platform;

Platform – a chatbot constructor designed to automate business processing regarding marketing, lead generation, sales, customer support, onboarding, reservations, etc.;

Third Party Services — functionalities available to the Client through the Platform, which may be activated at the Client’s discretion; User – a natural person granted with the Authorization to use the Account on behalf of a Client;

Web Site – the compilation of all web documents (including images, php and html files) made available via https://quidget.ai or its sub domains or domains with identical names under other top domains and owned by Quidget.

2. Authority to Enter into These Terms with Quidget

The use of the Quidget Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:

• the person has received the confirmation of the creation of the Account and necessary credentials from Quidget in order to log in to his/her/its Account; or
• for those Quidget Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

You may not, without Quidget’s prior written consent, access the Quidget Services (i) for production purposes, (ii) if you are a competitor of Quidget, (iii) to monitor the availability, performance or functionality of the Quidget Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Quidget reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Quidget Services. Please check these Terms periodically for changes. Your continued use of the Quidget Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Quidget Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Quidget will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Quidget Services

Quidget will (a) make the Quidget Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the Quidget Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Quidget Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Quidget shall give advance notice via email or Platform), and (ii) any unavailability caused by circumstances beyond Quidget’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Client Data

The parties will comply with the terms of the Data Processing Agreement, which is incorporated into these Terms by this reference, with respect to the provision and processing of Client Data as defined in the Data Processing Agreement. Quidget will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Quidget personnel except (a) to provide the Quidget Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.3 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.

Quidget may use service providers to perform the Quidget Services. Quidget will make commercially reasonable efforts to ensure that data transfers to service providers meet requirements applicable to Clients’ processing of data and will provide information on such data transfers in these Terms for Client’s consideration.

By agreeing to these Terms, the Client authorizes the Quidget (a general written authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679) to engage the following service providers for the purposes of performing the Services. Quidget shall provide 10 business days advance notice before engaging any new service providers under the Quidget’s general authorization.

List of service providers processing Client Data can be seen here.

5. Using the Quidget Services

5.1. Establishing an Account

Certain Features, functions, parts or elements of the Quidget Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

1. complete the sign-up form on the Web Site; and
2. accept these Terms by clicking “Sign up” or other similar button

Each Client may have only one Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Quidget is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Quidget may, in its discretion, request additional information or proof of the person’s credentials. If Quidget is not certain if a User has been granted Authorization, Quidget may, in its sole discretion, prevent such User from accessing the Quidget Services.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

The Client and any User associated with an Account must provide Quidget with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

5.2. Logging Into an Account

When a Client signs up, they are prompted to create a username and password (referred to as ‘Login Credentials‘) that they will use to access their account. These Login Credentials must not be used by multiple persons. If Client wishes Users, Client shall invite Users via Platform; Each User as a part of registration process will be prompted to create a username and password. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Quidget:

• of any disclosure, loss or unauthorized use of any Login Credentials;
• of a User’s departure from the Client’s organization;
• of a change in a User’s role in the Client’s organization;
• of any termination of a User’s right for any reason.

5.2. Termination of Account

The Client may terminate these Terms at any time as provided in Section 16.

Quidget shall permanently delete the Account within thirty calendar days of the effective date of the termination.

5.3. Fees

The use of an Account is subject to a Fee. The applicable Fee is charged on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Client is solely responsible for the payment of such taxes, levies or duties.

5.5. Free Trial

A new Client may be entitled to a Free Trial. The Free Trial may be subject to restrictions that will be specified at the billing section of the Platform. The Client is not required to provide any credit card information during the period of Free Trial.

At any stage during the Free Trial the Client may sign up to a paid version of the Quidget Services and in doing so their Free Trial will automatically expire.

Quidget reserves the right to change the terms of Free Trial at any time and/or suspend the Free Trial of any Client with or without cause.

5.6. Beta Services

Quidget may introduce certain Quidget Services as either closed or open beta services during a trial and evaluation period known as “Beta Services” or as complimentary offerings labeled as “Free Services”.” Since Beta Services can be in various stages of development, the manner in which they operate and are used may be unpredictable.

The Client acknowledges and agrees that, regardless of any conflicting terms in the Terms:

• Beta Services have not undergone thorough testing.
• The Client’s utilization of Beta Services is aimed at assessing and testing new features while providing feedback to Quidget.
• Quidget is under no obligation to (i) further develop or launch Free Services or (ii) provide support for Free Services.
• The Client assumes all risks associated with using Free Services.
• Quidget provides Free Services “AS IS” and makes no representations, warranties, indemnities, or guarantees of any sort.
• Client’s liability under the Agreement remains as specified herein.
• To the extent permitted by applicable law, Quidget’s total aggregate liability, as well as that of its suppliers, in relation to Beta Services, is explicitly capped at 100 USD for all damages, regardless of the nature of the claim or theory of liability. The Client consents to Quidget having exclusive authority and discretion in establishing the testing and evaluation period for Beta Services.

Quidget retains the prerogative to completely or partially discontinue any of the Free Services, temporarily or permanently, at its discretion, with or without prior notice to the Client. Additionally, Quidget maintains the right to offer the Free Services for a Fee.

6. Payment

6.1. Payment Card Authorization

Quidget may seek pre-authorization of Client’s payment card account prior to your purchase of Quidget Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such a payment card account to pay any amounts described herein, and authorize Quidget to charge all sums described in these Terms to such card account. You agree to provide Quidget updated information regarding your payment card account upon Quidget’s request and any time the information earlier provided is no longer valid.

6.2. Direct Debit Payments

In some markets Quidget may, if Client elects, request that Client complete a direct debit mandate to enable direct debit payments. In such cases Quidget shall comply with all applicable national rules and regulations related to direct debit payments.

We use Stripe to process your Direct Debit payments. More information on how Stripe processes your personal data and your data protection rights, including your right to object, is available at https://stripe.com.

6.3. Wire transfer

If Quidget has not sought pre-authorization of your payment card or Client wishes to pay by wire transfer, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. The Client must pay the invoice by the due date indicated on the invoice.

6.4. Late payment

Upon delay with any payments, Quidget reserves the right to require the Client to pay interest on the delay for the period as of the time the payment obligation falls due until conforming performance is rendered. Past due payments shall accrue interest at a rate of 1% percent per for each thirty calendar days the payment remains outstanding.

7.Client data

7.1. Uploading Client Data to Platform

If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and organizations) whether posted and/or uploaded by you or made available on or through the Quidget Services by Quidget. By uploading Client Data to the Platform, Client authorizes Quidget to process the Client Data. The Client is responsible for ensuring that:

• the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Quidget, other Clients or Users, persons or organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
• the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.

7.2. No Guarantee of Accuracy

Quidget does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Quidget Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Quidget, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Quidget Services, as well as for any actions taken by the Quidgets or other Clients or Users as a result of such Client Data.

7.3. Compelled Disclosure

Quidget may disclose a Client’s confidential information to the extent compelled by law to do so. In such an instance, Quidget will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Quidget is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Quidget is a party, and Client is not contesting the disclosure, Client will reimburse Quidget for its reasonable cost of compiling and providing secure access to that confidential information.

8.Services

8.1. Use of the Quidget Services

Subject to these Terms, and the payment of the applicable service Fee, Quidget grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to:

1. access the Quidget Services;
2. use proposed functionality to automate business processes by chatbots;
3. add new Users and grant them Authorizations;
4. receive reasonable help and guidance from Quidget regarding the use of the Quidget Services.

If Quidget determines Client usage of the Services to be outside of the permitted and intended use as outlined herein, or bandwidth usage of the Service or any features or functionality to be significantly excessive in relation to other Users, Quidget reserves the right to suspend respective Client Account, (or part thereof) until Client assures Quidget that Client shall refrain from further abuse of the Services.

8.2. Technical Support

Quidget shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Quidget shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contacts for all enquiries of support are:

• instant messaging,
• built-in customer support widget on the Platform, or
• e-mail: [email protected]

8.3. Modifications to Service

Quidget reserves the right to modify the Quidget Services or any part or element thereof from time to time without prior notice, including, without limitation:

• rebranding the Quidget Services at its sole discretion;
• ceasing providing or discontinuing the development any particular Quidget Service or part or element of the Platform temporarily or permanently;
• taking such action as is necessary to preserve Quidget’s rights upon any use of the Quidget Services that may be reasonably interpreted as violation of Quidget’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Quidget Services, will become effective thirty (30) days before the effective date of such modification.

If the Client does not accept the modification, the Client shall notify Quidget before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Client’s continued use of the Quidget Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Quidget shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Quidget Services, or any part or element thereof.

9. Restrictions

9.1. Prohibited Activities

Client and its authorized Users may use the Quidget Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:

• use the Quidget Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
• copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Quidget Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Quidget is not permitted by that applicable law to exclude or limit the foregoing rights;
• use the Quidget Services or any part or element thereof unless it has agreed to these Terms.

9.2. Certain Uses Require Quidget Consent

The Client or any User may not, without Quidget’s prior express written consent:

• sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Quidget Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
• use the Quidget Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
• use the Quidget Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Quidget;

9.3. Trade Control Compliance

The Client, any user, reseller, or agent (“Third Party”) hereby represents, warrants, covenants, and agrees that, with respect to the Quidget Services:

• Third Party has complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with, U.S., EU, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Department of State (collectively, “Sanctions”), and U.S., EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the U.S. Departments of Commerce and State (collectively, “Trade Controls”).
• Third Party shall take no action, directly or indirectly, that would cause Quidget or any of its subsidiaries or affiliates, or any of their respective officers, directors, employees, or representatives, to violate any Trade Controls.
• Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export- related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or OFAC’s Sectoral Sanctions Identifications List (the “SSI List”), (ii) is located in, organized under the laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any Governmental Authority, including, but not limited to, Cuba, Iran, Syria, North Korea, Russian Federation, the Republic of Belarus, Venezuela and the Crimea Region of Ukraine, (iii) is or has been greater than 50% owned or controlled by any Person or Persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Quidget Services to any Persons described in clauses (i)-(iii).
• Third Party will promptly notify Quidget if Third Party or any personnel employed by or affiliated with Third Party (i) commits any actual or potential breach of Trade Controls relation to the Quidget Services, or (ii) becomes a Restricted Person.
• Quidget shall have the right to immediately terminate the access to, or use of the Quidget Services without notice or liability to Third Party, if Third Party, or any person employed by or affiliated with Third Party takes any action in violation of the provisions described herein or if Quidget determines, in its sole discretion, that the Third Party’s continued use of the Quidget Services could violate Trade Controls.

10. Privacy

Quidget takes the privacy of its Clients and Users very seriously. Quidget’s Privacy and Cookies Policy is hereby incorporated into these Terms by reference. Please read the Privacy and Cookies Policy carefully as it governs Quidget’s collection, use, and disclosure of Client’s or User’s personal information.

11. Intellectual Property Rights

11.1. Quidget’s Intellectual Property Rights in the Quidget Services

The Quidget Services, Quidget Materials, Quidget trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Quidget and its third party vendors and hosting partners. Quidget Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Quidget, its affiliates and licensors retains all right, title and interest in such Quidget Services, Quidget Materials, Quidget trade names and trademarks, and any parts or elements. Your use of the Quidget Services and Quidget Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Quidget Materials is strictly prohibited unless you have received the express prior written permission from Quidget or the otherwise applicable rights holder. Quidget reserves all rights to the Quidget Services, Quidget Materials and Quidget trade names and trademarks not expressly granted in the Terms.

11.2. Content Owned by Quidget

Subject to these Terms and the payment of the applicable service Fee, Quidget grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Quidget Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Quidget Services or as otherwise permitted by applicable law.

11.3. Client Data

• Quidget may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Quidget may not otherwise use or display Client Data without Client’s written consent, except as provided in these Terms. Quidget respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the Quidget Services does not grant Quidget the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for Quidget’s commercial, marketing or any similar purpose. Client expressly grants Quidget the right to use and analyze aggregate system activity data associated with use of the Quidget Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the Quidget Services operate, and to create new Features and functionality in connection with the Quidget Services in the sole discretion of Quidget.
• Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Quidget Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Quidgets to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features and functionality of the Quidget Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Quidget’s or any Quidget Licensee’s use of such Client Data pursuant to these Terms, and Quidget’s or any Quidget Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Quidget to any third party for the performance of any Quidget Services Client has chosen to be performed by Quidget or for the exercise of any rights granted in these Terms, unless Client and Quidget otherwise agree.

11.4. Feedback

If Client or a User provides Quidgets with any comments, bug reports, feedback, or modifications for the Quidget Services (“Feedback”), Quidget shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Quidget Services. Client or User (as applicable) hereby grants Quidget a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Quidget shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Quidget deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

12. Third-Party Sites, Products and Services

The Quidget Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Quidget does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Quidget makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Quidget. By using any community marked code or libraries in your software development, you acknowledge and agree that Quidget is not in any way responsible for the performance or damages caused by such community provided code or library.

13. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY QUIDGET, THE QUIDGET SERVICES, QUIDGET MATERIAL, AND ANY CONTENT, SERVICES, THIRD PARTY SERVICES OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE QUIDGET SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, QUIDGET AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY QUIDGET, QUIDGET AND ITS AFFILIATES DO NOT WARRANT THAT THE QUIDGET SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, THIRD PARTY SERVICES OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE QUIDGET SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE QUIDGET SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE QUIDGET SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY QUIDGET, QUIDGET AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE QUIDGET SERVICES, QUIDGET MATERIAL, THIRD PARTY SERVICES OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Indemnification

You agree to defend, indemnify and hold harmless Quidget and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Quidget Services, Quidget Materials, representations made to the Quidget, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Quidget reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Quidget, and you agree to cooperate with such defense of these claims.

15. Limitation of Liability

15.1. No Liability

Quidget shall not be liable to the Client or User for any consequences resulting from:

• any modifications in these Terms, calculation and rates of Fees, the Quidget Services, Quidget Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Quidget Services or Quidget Material;
• deletion of, corruption of, or failure to store any Client Data;
• use of Client Data by the Client or any of the Users associated with the Account;
• any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
• the Client’s use of the Account or the Quidget Services by means of browsers other than those accepted or supported by the Quidget;
• the application of any remedies against the Client or authorized Users by the Quidget, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Quidget Services or any part or element thereof;
• the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Quidget Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
• the Quidget’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Quidget and its affiliates shall not be liable to the Client for any claim by any User, person, organization or third persons against the Client arising out of the Client’s failure to:

• provide Quidget with accurate information about the Client, Users or Account;
• notify Quidget of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
• provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Quidget’s negligence, breach of these Terms or otherwise);
• ensure the lawfulness of the Client Data;
• obtain the necessary rights to use the Client Data; or
• abide by any of the restrictions described in these Terms.

15.2. Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF QUIDGET AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE QUIDGET SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

15.3 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

16. Termination of These Terms

16.1. For Convenience

These Terms may be terminated for convenience in the following situations; by the Client any time by clicking the cancellation link on the Web Site, which will guide them through the cancellation process when logged in to the Account; by Quidget upon decision to end provision of the Quidget Services and close the Platform; or immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

16.2. For Default

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

• by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
• immediately by either party if the other party breaches its obligations, as applicable under Sections 9 [Restrictions], 11 [Intellectual Property Rights], 14 [Indemnification] of these Terms.

16.3. Effect of Termination

Upon termination of these Terms,

1. Quidget shall deactivate and permanently delete the Account, within thirty calendar days of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Quidget shall fulfill such request within 7 business days of its receipt of such request.
2. Client must:

• stop using and prevent the further usage of the Quidget Services, including, without limitation, the Platform;
• pay any amounts owed to Quidget under these Terms; and
• discharge any liability incurred by the Client before under these Terms prior to their termination; and

3. The following provisions shall survive the termination of these Terms: Sections 1, 7.3, 9, 10, 11, 13, 14, 15, 17 and 18.

16.4. Remedies

If Quidget terminates these Terms as a result of an uncured breach by a Client or User, Quidget is entitled to use the same or similar remedies against any other persons who use the Quidget Services in conflict with these Terms. Notwithstanding the foregoing, Quidget may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose access or suffer a loss of certain features, functions, parts or elements of the Quidget Services.

If Quidget has reasonable grounds to believe that the Client’s or User’s use of the Quidget Services, including the Account may harm any third persons, Quidget has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

The Quidget has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Quidget typically provides notice in the form of a banner or email on or before such suspension. Quidget will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.

16. Governing Law and Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the Laws of England and Wales, courts of London has exclusive jurisdiction.

18. General Provisions

18.1. Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Quidget, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

18.2. Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

18.3. Entire Agreement

These Terms are the entire agreement between Client and Quidget regarding Client’s use of the Quidget Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

18.4. Assignment

Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Quidget’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.

18.5. No Waiver

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

18.6. Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.