Quiddis Sales Terms and Conditions

Last updated: April 6, 2022

The term “User” used in this document refers to the physical or legal entity using the Services, as defined below, and “Quiddis” refers to Quiddis, a trademark of Grammelot Srl. These Quiddis General Conditions of Sale including, where applicable, any order (hereinafter “Terms” or “Agreement”), governs the use of Quiddis services which include Quiddis proprietary software and third party licensed software that powers such services and any related software applications, the content files and User documentation that Quiddis provides to all Customers (hereinafter “Services”). The User will have access and will be able to use the Quiddis Services for the specified period of time in relation to any order received. By using the Services, the User accepts these Terms as detailed below in Section 3, while the User retains all rights and ownership of his Content.

1. Definitions

1.1. Quiddis Suite. It is a set of “As A Service” Software environments that provide the User with the necessary functionalities to organize and deliver digital education and training. The terms of sale apply to the software listed here.

1.2. Quiddis Join sub-branding. For commercial reasons, the “Quiddis” services can be provided with different names depending on the market sector for which they are intended. The terms set forth in this agreement apply to all trademarks and sub-brands that include the term “Quiddis” in their name.

1.3. Quiddis Join. Software As A Service that provides a complete training environment for asynchronous – “Self-Pace” – and synchronous training including tracking and reporting functions with the aim of making the carried out activities evident and proven.

1.3.1 Quiddis Health. Software As A Service specific for remote assistance services to people with disabilities. It provides a complete training environment for asynchronous Self-Pace and synchronous video calling including tracking and reporting functions with the aim of making activities evident and proven. Quiddis Health is combined with the “Quiddis Health App”, for mobile devices, which facilitates the use of the service by remote users with disabilities.

1.3.2. Quiddis Academy. Software As A Service that provides a complete training environment for asynchronous Self-Pace and synchronous training, including tracking and reporting functions, with the aim of making the carried out activities evident and proven. It allows the use of a set of eLearning “off the shelf” courses available in a specific catalog and purchasable online.

1.3.3. Quiddis courses. Courses available in the Quiddis Academy catalog which can be asynchronous, online or hybrid. The asynchronous courses have the purpose of allowing the User to self train independently on specific topics or contents. Quiddis Courses must be enjoyed using a Learning Management System or “LMS” compatible with the SCORM 2004 4th Edition standard. Quiddis Courses can be purchased online in two ways: Use: through Quiddis Join or downloadable and usable on other DMS.

1.4 Quiddis Make. Software As A Service that provides an author environment to design, produce and export objects, according to the SCORM 2004 standard 4th edition, interactive, multilingual and “Responsive” (which automatically adapt to the size of the device used: Lap Top, Tablet, Smartphone) .

1.4.1. Quiddis Make Easy. Software as a service that provides a simplified authoring environment to design and produce and export interactive, multilingual and responsive SCORM 2004 4th edition basic format content.

1.4.2. Quiddis Make Pro. Software As A Service that provides an advanced authoring environment to design, produce and export interactive, multilingual and responsive SCORM 2004 4th edition advanced content.

2. Use of License

2.1. Activation. The Services may require you to perform certain steps to activate your license or validate your subscription.

2.2. Quiddis User ID. You must provide your name, email address and password to access or use the Services (the “Quiddis User ID”). You must use a unique email address.

2.3. Quiddis Subscription Policies. By subscribing to the Quiddis services you agree to: (a) not share your Quiddis User ID with third parties, (b) provide true, accurate, current and complete information about yourself as required by the registration process; and (c) maintain and promptly update the information provided during registration to keep it true, accurate, current and complete. Quiddis may close your user account and refuse current or future use of any or all of the Services if you provide false, inaccurate, outdated or incomplete information, or if Quiddis has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, after giving you notice.

2.4. Quiddis User Suspension and Termination. If Quiddis determines that the Services have (1) been used fraudulently or without authorization, or (2) has a reasonable suspicion that the subscription information is false, inaccurate, outdated or incomplete, or (3) the Subscription Policies have been infringed, it has the right to restrict the Service, its operation or availability and / or suspend or terminate your license or subscription or user account and refuse your current or future use of any or all of the Services.

2.5. License. Subject to compliance with these Terms, Quiddis grants the User a limited, non-exclusive, non-transferable, non-sublicense for a fee to activate or install and use the Services, on the condition that the license and / or applicable subscription are valid.

2.5.1. License Restrictions. You can activate the Services on a maximum number of desktop devices and on a maximum number of mobile devices at a time in accordance with the license chosen and provided to which such activations are associated with the same Quiddis User ID.

2.5.2. Restrictions. Quiddis (and our licensors) remains the sole owner of all right, title and interest in the Services. Quiddis reserves all rights not granted under these Terms. Without limiting the generality of the foregoing, unless permitted in these Terms, the User cannot (and cannot allow third parties) to:
I. modify, transfer, adapt or translate any software or other element of intellectual property underlying the Services;
II. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any software or other element of intellectual property underlying the Services, unless permitted by applicable law and only within the limits of such law. Any information provided or obtained by the user under this Section is Quiddis confidential and proprietary information, may be used by the User only for the purpose described in this Section and will not be disclosed to third parties or used to create software that is substantially similar to the expression of the software underlying the Services;
III. allow multiple users to share the use of a Quiddis User ID;
IV. distribute, display, outsource, republish, frame, host or stream the Services, allow unauthorized access to the Services, or commercially exploit the Services outside the terms of this Agreement;
V. access the Services in order to create a product or service that competes with our Services;
VI. circumvent technological measures aimed at controlling access to the Services or develop, distribute or use with the Services, products that circumvent technological measures;
VII. introduce, transmit, retransmit or store any material or software code on or through the Services or through User Content that is harmful to the Services, including our software, firmware or related technology;
VIII. rent, lease, sell, sub-license, assign or transfer your rights to the Services;

2.6. Updates. The Services may automatically download and install updates from Quiddis from time to time. These updates can take the form of bug fixes, new features or new versions. The User agrees to receive such updates from Quiddis as part of the use of the Services, as appropriate.

2.7. Third Party Software. The Services may contain third party software. No additional licenses or payments are required by the User in order to use the Services.

2.8. Other License Types.

(a) Beta version. Quiddis may release the Services as a pre-release, preview or “Beta” (“Beta Version”) to certain selected Users. The Beta Version is not the final product and may contain bugs that can cause system or other failures and data loss. Quiddis may choose not to commercially release the Beta Version and Selected Users undertake to immediately cease using the Beta Version, under any circumstances, as soon as Quiddis requests it.
The Beta Version user will need to provide an email address or log in with the Quiddis user ID, depending on the settings chosen. The User of the Beta Version will be responsible for acts and omissions in connection with activities in collaboration with Quiddis.
BETA VERSIONS ARE PROVIDED BY QUIDDIS WITHOUT WARRANTY, SUPPORT OR INDEMNIFICATION FOR THE FULLEST POSSIBLE EXTENSION UNDER APPLICABLE LAW
(b) Educational Version. A specific License may be issued for Educational Users only in the presence of certain requirements or limitations provided by Quiddis which reserves the right to verify its eligibility as a prerequisite for any renewal period of this type of License.
(c) Trial Licenses. Trial Licenses are available for a one-time evaluation period. The User agrees to provide Quiddis with some information as indicated in the registration form. At the end of the trial period, and unless the trial is converted to a paid subscription, the Services will automatically terminate and Quiddis will delete any content that was uploaded to the intended Storage as part of the trial. Quiddis reserves the right to terminate the trial period at its sole discretion. THE TRIAL VERSION IS PROVIDED BY QUIDDIS WITHOUT WARRANTY, SUPPORT OR INDEMNIFICATION FOR THE FULLEST EXTENSION POSSIBLE UNDER APPLICABLE LAW.

2.9. Graphic customization of the license. The license, where applicable, can be graphically customized.Quiddis provides, where applicable, included in the first license subscription, this service. The User, after signing the License and under his own responsibility, provides the material, subject to the limitations of this contract, to the Quiddis support service which will include it in the User’s license. Quiddis reserves the right to accept the graphic content provided and 10 working days to publish it in the License. The graphic material provided will not be retained by Quiddis after its publication in the License.

2.10. Archiving. Quiddis may limit the storage space allocated to User Content. Quiddis may suspend or limit the use of the Services until the User is within the storage space limit associated with their account.

2.11. Content files. Quiddis may provide Content Files (Content Files) such as videos, character images, illustrations, models, interactions or any other digital content within the Services. You may use the Content Files to develop your e-learning final product using the Quiddis Services (“Final Product”), including the modification and embedding of the Content Files into your Final Product and the reproduction and distribution of Content Files if integrated into your Final Product. the User can use or distribute the Content Files on an autonomous basis outside the Final Product. The User has no ownership rights on the content files themselves but only the license to use Quiddis-owned Content Files.

2.12. Support policy. We will provide support consistent with our current Quiddis support policy.

3. User Content

3.1. Property. The User retains all rights and ownership of all content (eg. Text, images, videos, etc.) that he owns and uploads, imports or develops in the Quiddis Services (“Content”). Quiddis does not claim any ownership rights on User content. Quiddis and its licensors retain all rights and ownership of their content files.

3.2. Licenses for your content in order to manage the services. Quiddis requires the User’s license for its Content to operate and enable the Services. When the User uploads his Content to the Quiddis Services, he grants a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license to allow Quiddis to access, use, reproduce, distribute and translate the content as a result of the actions. undertaken, to the needs of the User for the legal duration of the protection of these rights. The license issued by the User to Quiddis is granted solely for the purpose of: (a) providing, managing or improving the Services; (b) respond to support requests; (c) detect, prevent or otherwise address fraud, security, illegal or technical issues; and (d) enforce these Terms.

3.3. License Termination. The User can revoke the Quiddis license to its Content and revoke Quiddis’ rights over its Content at any time. However, some copies of such Content may be retained as part of Quiddis’ routine backups, which will be protected as set forth in this Agreement until the regularly scheduled overwrite.

3.4. Feedback and improvement. The User is under no obligation to provide Quiddis with ideas, suggestions or proposals (“Suggestion”). However, the User by submitting a Suggestion to Quiddis, grants Quiddis a non-exclusive, worldwide, royalty-free license, for the legal term of the rights protection that is sub-licensable and transferable, to produce, use, sell, have produced , offer for sale, import, reproduce, publicly display, distribute and modify the Suggestion.

3.5. Warranty. By uploading your Content to the Services, you warrant that you have: (a) all the necessary licenses and permissions to use and share your Content and (b) the rights necessary to grant licenses in the Terms specified here.

3.6. Indemnification. The User will indemnify Quiddis, its subsidiaries, affiliates, officers, agents, employees, partners and licensors from any third party claim, request, loss or damage, including reasonable legal fees, arising from or related to its Content.

4. Account information

The User is responsible for all activities that occur through his account. The User undertakes to immediately notify Quiddis customer support if they become aware of any unauthorized use of their account. The User and his users cannot (a) share account information (except with an authorized account administrator) or (b) use another person’s account. The administrators of the User’s Account can use the information of that account to manage their access to the Services.

5. Commissions and payment

5.1. General. The User agrees to pay all applicable fees associated with his account, in advance, regardless of use. Unless the User requests pre-approval to pay by invoice, all commissions must be prepaid through one of the electronic payment methods made available by Quiddis. The User must pre-register or otherwise provide (such information must be kept updated by the User) the data and the method necessary to make the payment on which the agreed rate relating to the relevant Order will be charged unless and until when the User does not communicate in advance his intention to cancel or terminate the subscription. All payments made via offline payment methods – such as bank transfer – must be completed and received by Quiddis which will only then notify the User of the receipt and the simultaneous activation of the License in line with the payment received.
The payment accountant must report the “Order Number” received by the User via email upon completion of the Purchase Order. Without the Order Number it will not be possible to complete the activation of the Service and the amount received will be returned to the sender who will be charged for the related expenses.
Without limiting the generality of the foregoing, Quiddis reserves the right to suspend and / or terminate any Order (and / or License, access or other rights to the related Services) for which fees are not paid upon expiry.

5.2. Third Party Taxes and Fees. Quiddis is not responsible for and does not refund any applicable taxes and / or duties and any applicable third party fees paid by the User for the Service.

5.3. Credit card and billing information. The User agrees to always keep the data relating to his online payment method and other billing information provided to Quiddis updated. If the User does not communicate to Quiddis the updates of his payment method, to avoid the interruption of the Quiddis service, he may participate in programs supported by the provider of the payment method chosen by the User to try to update the payment information and the User authorizes to continue billing his Account with the updated information that will have been obtained in this way.

5.4. Updates to plans and additional business terms for Quiddis. The purchaser of a Quiddis subscription can purchase additional user subscriptions at any time. Subscriptions for added users are priced at the rates available at the time of purchase and are prorated based on the days remaining in the contract. All Quiddis subscriptions under a specific plan will have the same scheduled subscription end date, subject to renewal as set forth herein. In addition, at the time of renewal, Quiddis will charge the User the amount of the active subscription at the time of such renewal.

6. Termination

6.1. Termination. Termination of this Agreement, and any order placed under it, will commence in accordance with the applicable Order and will continue unless and until the User or Quiddis notify the other of their intention to terminate or not renew your account and / or subscription. The User agrees that such an order will be terminated in accordance with the fee paid and its expiration date if not renewed at that time.
Unless otherwise mutually agreed, the Quiddis Services subscription fees for each subsequent period will be at the Quiddis standard rates then in effect for the applicable Services.

6.2. Termination by the User without reason / Termination for convenience. The User can interrupt the use of the Services at any time, unless otherwise expressly established in the Terms. Closing the Account without reason or convenience does not release the User from the obligation to pay any outstanding commissions or authorize the User to request Quiddis to refund any prepaid commissions.

6.3 Termination / Cancellation / Failure to renew during the first thirty (30) days (applicable only to subscriptions of twelve (12) months or more). During the first thirty (30) days of the initial subscription for twelve (12) months or more, and during the first thirty (30) days of any subsequent renewal period of a subscription for twelve (12) months or more, the User can choose to cancel the order to the Services; in this case Quiddis will reimburse the prepaid commissions as its sole obligation. In addition, the User’s and Quiddis’ rights to termination for just cause will remain unaffected and Quiddis will have the right to terminate as set out in Section 7.5 of this agreement.

6.4 Withdrawal by the User for just cause. You may terminate a subscription of twelve (12) months or more due to Quiddis’ material breach of these Terms, provided you give Quiddis written notice and give Quiddis no less than thirty (30) days to remedy such breach. If after such remediation period the breach is not resolved, the User will receive a prorated refund of the prepaid fees for the remainder of the period, provided that he submits a written request (to Quiddis customer support) within thirty (30) days. from the effective date of the termination.

6.5 Quiddis Termination. Quiddis may terminate these Terms for good cause and / or for the reasons described below (to the extent permitted by applicable law) and we will make every reasonable effort to notify you at least 30 days prior to termination via the email address indicated in your User ID. Quiddis if the User:
(a) violates any provision of these Terms (or acts in a way that clearly demonstrates that he does not intend, or is unable to, comply with these Terms);
(b) fails to promptly pay the fees for the Services;
(c) Quiddis is required to do so by law (for example, where providing the Services to you is, or becomes, illegal);
(d) Quiddis chooses to discontinue the Services, in whole or in part, (for example, if it becomes impracticable to continue offering Services in the User’s region due to a change in law); or
(e) there was a long period of inactivity (thirty (30) days or more) in the free or trial User Account.

6.6. Effect of Termination. Except as provided in Sections 6.3 and 6.4, no refunds or credits will be provided for any subscription fees, commissions or other payments if the User chooses to terminate the subscription to the Services before the end of the subscription period in effect at that time, o cancel, downgrade or reduce the Services plan, license scope, access or other rights during the subscription period or cancel your account; or if Quiddis closes or cancels the User’s account due to the violation of these Terms or as otherwise provided in point 6.5. Furthermore, in these cases the User is required to immediately pay any amount due to Quiddis, including unpaid commissions and charges associated with the rest of the term. Upon termination or cancellation of your subscription to the Services and / or related account, Quiddis retains your Content for up to six (6) months. After six months, Quiddis permanently deletes the User’s content from our servers and cannot restore them. Quiddis may, at the request of the User, delete the contents of the Account as soon as his registration ends, in which case they will not be recoverable in any way.

6.7. Survival. Upon expiration or termination of these Terms, the following Sections will survive: 2. (License), 3 (User Content), 4 (Account Information), 5 (Fees and Payment), 6 (Termination), 6.7 (Survival ), 7 (Investigations), 8 (Export Control Laws), 9 (Dispute Resolution) and 10 (Miscellaneous).

7. Investigation

7.1 Projection. Quiddis is not obligated to monitor the content uploaded to the Services.

7.2 Disclosure. Quiddis may access or disclose information on the Account, or on the use of the Services, (a) when required by law (such as when Quiddis receives a valid subpoena or a search warrant); (b) to respond to the User’s requests for customer service assistance.

8. Export Control Laws

The Services and their use are subject to Italian and international laws, restrictions and regulations that may govern the import, export and use of the Services. You agree to comply with all such laws, restrictions and regulations.

9. Dispute resolutions

9.1 Process. For any doubts or disputes the User may have, he agrees to first try to resolve the dispute informally by contacting Quiddis. If a dispute is not resolved within 30 days of submission, the User or Quiddis can initiate a complaint with the court of Milan, Italy. However, either party may initiate a claim before the expiration of that thirty (30) day period, if the claim relates to intellectual property, or to preserve either party’s rights under the applicable statute of limitations.

9.2 Injunctive appeal. Notwithstanding the foregoing, in the event of unauthorized access or use by the User or others of the Services or content in violation of these Terms, the User agrees that Quiddis has the right to seek injunctive remedies (or an equivalent type of urgent legal remedy) in any jurisdiction.

10. Miscellaneous

10.1 Communication to Quiddis. The User can send communications to the following address: Quiddis – Grammelot S.r.l. Via Casale, 5 – 20144 Milan (MI) – Italy – PEC: grammelot@pec.it.

10.2 Communication to the User. To the extent permitted by applicable law, we may notify you by email, postmail, post within the Services or other legally acceptable means.

10.3 Assignment. You may not assign or transfer these Terms or your rights and obligations under these Terms, in whole or in part, without the written consent of Quiddis and any such attempt will be void. Quiddis may freely assign or transfer its rights and / or obligations under these Conditions to third parties. In addition, if the User purchases through a reseller, distributor or similar third party, the User acknowledges and accepts that Quiddis reserves the right, upon notice, to require such third party to assign the relation directly to Quiddis (or to a other third party that Quiddis may specify), and in this case, the User undertakes to fully comply with this decision, to cooperate in such transfer and to do all that is reasonably necessary to effect the transfer.

10.4 Severability. If at any time any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the remainder of the provisions of these Terms will remain in full force and effect. Quiddis and the User undertake to enter into negotiations in good faith to replace any illegal, invalid or unenforceable provision with a valid, legal and enforceable provision, the economic effect of which comes as close as possible to the illegal, invalid or unenforceable provision.

10.5 No Waiver. Quiddis’ failure to enforce or exercise any provision set forth in these Terms does not constitute a waiver of such provision

10.6 Service Level Agreement (SLA). All Services are subject to the “Amazon Compute Service Level Agreement” policy which can be consulted on the page https://aws.amazon.com/it/compute/sla/.