TERMS OF SERVICE QCAST APP
IMPORTANT, READ CAREFULLY :
YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES ASSOCIATED TO QCAST SOFTWARE (COLLECTIVELY, THE “SERVICES”) OF QUINTETTO SRL AND ITS PARTNERS IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING. BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT” OR “TOS”). THE QUINTETTO SRL SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
Quintetto srl will provide the Services, and you may access and use the Services, in accordance with this Agreement. System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility. DEFINITIONS The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice-versa. Service specific definitions are found in the Services Description located at www.quintetto.it . “Partner” means any entity that directly or indirectly is entrusted by Quintetto srl via any agreement or specific individual contract with the task of distributing, selling, reselling or providing in any authorised form, Qcast and/or other products and/or services belonging to Quintetto srl. “End User” means a professional person who uses the Services as regulated by a contract or an agreement between Quinetto srl and a customer Company/Organisation to whom the “End User” is part either as an employee or a contract contributor. “Service Effective Date” means the date an Initial Subscription Term begins as specified by Quintetto srl and communicated to the customer Company/organisation. “Renewal Term” means the renewal licensing term for a Service commencing after the Initial Licensing Term or another Renewal Term as specified by Quintetto srl. SERVICES Quintetto srl will provide the Services as described on the agreement/contract with a customer Company/organisation, and standard updates to the Services that are made generally available by Quintetto srl during the term. Quintetto srl may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice. Beta Services. Quintetto srl may, from time to time, offer access to services that are classified as Beta version. Access to and use of Beta versions may be subject to additional agreements. Quintetto srl makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS IS, may contain bugs, errors or other defects, and Your use of a Beta version is at Your sole risk. USE OF SERVICES AND YOUR RESPONSIBILITIES You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited. Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party. Your Content. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to servers managed by Quintetto srl and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Quintetto srl be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Quintetto srl is not responsible for any Content, Quintetto srl may delete any Content, at any time without notice to You, if Quintetto srl becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services. Recordings. You are responsible for compliance will all recording laws. You can choose to record Qcast real time or streaming transmissions. By using the Services, you are giving Quintetto srl consent to store recordings for any or all real time or streaming transmissions that you create and/or produce. Prohibited Use. You agree that You will not use, and will not permit any End User to use the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Quintetto srl’s networks, Your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Quintetto srl or other users of Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Quintetto srl’s security systems. (ix) use the Services in violation of any Quintetto srl policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations. Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate agreement with Quintetto srl. You may not offer or enable any third parties to use the Services purchased by You or your Company/Organisation, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services. RESPONSIBILITY FOR END USERS You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Quintetto srl policies. Quintetto srl assumes no responsibility or liability for violations. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact Quintetto srl at qcast-support@quintetto.it Quintetto srl may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Quintetto srl be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. QUINTETTO SRL OBLIGATIONS FOR CONTENT Quintetto srl will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Content, in accordance with industry standards. Quintetto srl will notify You if it becomes aware of unauthorized access to Content. Quintetto srl will not access, view or process Content except (a) as provided for in this Agreement and in Quintetto srl’s Privacy Statement; (b) as authorized or instructed by You, (c) as required to perform its obligations under this Agreement; or (d) as required by Law. Quintetto srl has no other obligations with respect to Content. ELIGIBILITY You affirm that You are at least 18 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Your access may be terminated without warning if we believe that You are under the age of 18 or are otherwise ineligible. INTENDED USE; RESTRICTION ON USE BY CHILDREN The Services are intended exclusively for business use. Qcast is not intended for use by individuals under the age of 18, unless it is through a School Subscriber (as that term is defined in the Services Description) using special configuration of Qcast meant to be used for education purposes and made available by Quintetto srl as a customised Service. TERMINATION If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. The contract or agreement in force between your Company/organisation and Quintetto srl may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. The Services will be made available for the full extent of the time specified by the contract between Quintetto srl srl and your Company/Organisation. If You fail to comply with any provision of this Agreement, Quintetto srl may terminate this Agreement immediately. Sections 1 and 3 through 20, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services. If at any time You are not happy with the Services, Your sole remedy is to cease using the Services and follow this termination process. PROPRIETARY RIGHTS Quintetto srl and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“Quintetto srl Marks”) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any Quintetto srl Marks, or other proprietary information (including images, text, page layout, or form) of Quintetto srl without express written consent. You may not use any meta tags or any other “hidden text” utilizing Quintetto srl Marks without Quintetto srl’s express written consent. COPYRIGHT You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Quintetto srl may deny access to the Services to any User who is alleged to infringe another party’s copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please notify Quintetto srl at qcast-support@quintetto.it EXPORT RESTRICTIONS You and Your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. NO HIGH RISK USE The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used for or in any HIGH RISK environment. INJUNCTIVE RELIEF You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Quintetto srl srl, its Partners, suppliers and any other party authorized by Quintetto srl srl to resell, distribute, or promote the Services (“Resellers”), and under such circumstances Quintetto srl srl, its Partners, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief. NO WARRANTIES YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND QUINTETTO SRL, ITS PARTNERS, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. QUINTETTO SRL, ITS PARTNERS, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. QUINTETTO SRL DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. QUINTETTO SRL CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK. INDEMNIFICATION You agree to indemnify, defend and hold harmless Quintetto srl, its Partners, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity or applicable law. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QUINTETTO SRL OR ITS PARTNERS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF QUINTETTO SRL, ITS PARTNERS, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, QUINTETTO SRL’S, ITS PARTNERS’, SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOUR COMPANY/ORGANISATION FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You. AGREEMENT TO ARBITRATE; WAIVER OF CLASS ACTION If You are located in the United States, You agree to resolve disputes only on an individual basis, through arbitration pursuant to the provisions of Exhibit A. The parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity. PRIVACY AND OTHER POLICIES Use of the Services is also subject to Quintetto srl’s Privacy Statement, a link to which can be found by selecting “Privacy and Legal Policies” in the footer of Quintetto srl’s website. The Privacy Statement, and all policies noticed at www.quintetto.it are incorporated into this Agreement by this reference. Additionally, You understand and agree that Quintetto srl may contact You via e-mail or otherwise with information relevant to Your use of the Services. MISCELLANEOUS 20.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of Italy as applied to agreements entered into and to be performed in Italy by Italian residents. Except as provided in Exhibit A, the Parties consent to the exclusive jurisdiction and venue of the court of Torino, Italy. 20.3 Waiver and Severability. Failure by either Party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect. 20.4 General Provisions. This Agreement embodies the entire understanding and agreement between the Parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if You or Your Company/Organisation have executed a separate written agreement governing your use of the Services, then such agreement shall control to the extent that any provision of this Agreement conflicts with the terms of such agreement. Quintetto srl may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Quintetto srl will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such ten-business-day period, You will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Exhibit A Binding Arbitration This Exhibit A to the TOS describes the further provisions which apply to the Binding Arbitration Waiver. Disputes. A dispute is any controversy between You and Quintetto srl concerning the Services, any software related to the Services, the price of the Services, Your account, Quintetto srl’s advertising, marketing, or communications, Your purchase transaction or billing, or any term of this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of Your or Quintetto srl’s intellectual property rights. As part of the best efforts process to resolve disputes, and prior to initiating arbitration proceedings, each party agrees to provide notice of the dispute to the other party, including a description of the dispute, what efforts have been made to resolve it, and what the disputing party is requesting as resolution, to qcast-support@quintetto.it. In the event of any dispute, controversy, or claim related to or arising from the terms of this Agreement, the parties hereto hereby agree that any such dispute, controversy or claim shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the Chamber of Commerce of Torino and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Requirement to File Within One Year. Notwithstanding any other statute of limitations, a claim or dispute under this Agreement must be noticed for arbitration within one year of when it could first be filed, or such claim will be permanently barred. |