Qustodio Professional Terms of Service
V25 05 2020
1. Introduction and Acceptance
Please read carefully these terms and conditions (hereinafter, "Terms of Service") which apply to the use of Qustodio Professional platform (hereinafter, "Qustodio Platform") and Qustodio End-Point software (hereinafter, "Qustodio Software") and Qustodio Professional services (collectively, the "Qustodio Services") provided by Qustodio Technologies, S.L. (hereinafter "Qustodio" or "We") with CIF B65825523 and domicile at Roger de Flor 193, 08013, Barcelona, Spain, registered in the Commercial Registry of Barcelona, volume 38188 Sheet B322132 page 78.
If you as a subscriber to Qustodio Services and licensee of Qustodio Software ("You", "Your" or "Entrepreneur" upon acceptance of the Terms of Service) do not agree to the Terms of Service, you must not install Qustodio Software or use Qustodio Services.
2. Qustodio Professional Services
Through Qustodio Services, we provide monitoring and content filtering services in electronic devices (hereinafter, "Monitored Devices") of workers (hereinafter, "Users") in work and/or professional environment. These Qustodio Services include a service to monitor and store online activity reports and communications content, particularly from social networks, and to filter and/or block the use of certain categories of websites, at the Entrepreneur's choice.
b. Use of Qustodio Services
Use of Qustodio Services. You agree to use Qustodio Services in accordance with these Terms and applicable laws, in particular those relating to privacy, image rights, honour and reputation, telecommunications secrecy, protection of personal data, labour relations, non-discrimination and disclosure of secrets. You will not use Qustodio Services in any way that may deteriorate Qustodio Services, or to provide services to third parties.
Restrictions on Use. The Entrepreneur will refrain from using Qustodio Services when it cannot guarantee compliance with any of the following stipulations:
- Qustodio Services must be used exclusively in work environments and/or professionals under the exclusive responsibility of the Entrepreneur.
- Qustodio Services can only be used for the purpose of monitoring the Monitored Devices owned by the Entrepreneur (or authorized by its owner) and when the applicable legal provisions allow them to perform such monitoring without infringing the rights of the Users or other binding rules.
- Qustodio Services should only be used once the Users' consent of the Monitored Devices has been obtained in accordance with the applicable regulations.
In any case, it will be the sole responsibility of the Entrepreneur to ensure the legitimate use of Qustodio Services.
Registration. To use Qustodio Services, besides complying with the previous paragraph, you must create a Qustodio Account online at www.qustodio.com either for free ("Free Qustodio Account") or for payment ("Premium Qustodio Account") and fill out the corresponding form with your complete and updated information, and agree to these Terms. Passwords are confidential and, therefore, You must ensure their correct use. You also agree to immediately notify us of any unauthorized use of your Qustodio Account or any other breach of security of which you become aware. Upon receipt of confirmation of your Qustodio Account, you will be granted a limited, revocable, non-exclusive, and non-transferable license to use Qustodio Services in accordance with these Terms.
Duration. Qustodio Account will be activated and will remain in effect unless cancelled by You or Us and unless terminated as provided below:
- Free Qustodio Account. Use of Qustodio Services will be limited to a period of 30 days from the day you first register your Qustodio Account.
- Premium Qustodio Account. The use of Qustodio Services will be subject to the payment of fees for the contracted period, according to the plan You have selected. The renewal of the subscription will be automatic and for the same term previously selected by You, unless You communicate otherwise in writing at least 30 days before the renewal date.
Control Panel. The Entrepreneur by accessing its Qustodio Account can use and configure Qustodio Services through a control panel which allows the Entrepreneur to set the level and degree of filtering and monitoring of Qustodio Account's Monitored Devices. In addition, through the Control Panel, the Entrepreneur may add or remove Monitored Devices, as appropriate.
Cancellation. You may cancel your Qustodio Account at any time. All cancellation requests should be sent to: email@example.com. We may cancel your subscription immediately in the event that you breach these Terms of Service by sending you written notice to your email address. We reserve the right to terminate our relationship with you, in the event that your Qustodio Account is inactive for more than 1 month, by sending you a 15-day written notice to your email address. We also reserve the right to terminate your Qustodio Account for any other circumstances we deem appropriate by giving you 30 days written notice to your email address.
Security. You agree that Qustodio Services may be used to transmit the content of the Monitored Devices as well as the communications content (including first and last names, emails, messaging or social networking communications, etc.) will be transmitted in an encrypted manner over the Internet.
Qustodio Software. Qustodio grants you a revocable, non-transferable license to install and use one copy of Qustodio Software on the number of Monitored Devices for which a license has been purchased. Qustodio Software includes the QT programs dynamically linked to Qustodio, which are distributed under the LGPL v2.1 license, online at http://www.gnu.org/licenses/old-licenses/lgpl-2.1.html. A copy of this license is available at the web address (URL) indicated. You may not (a) reproduce (other than a backup copy), modify, distribute or communicate to others Qustodio Software outside of the Entrepreneur's computer systems; (b) use Qustodio for the provision of remote services to others; (c) reverse engineer and decompile any part of Qustodio Software. The following conditions will also apply depending on whether the subscription is contracted:
- Free Qustodio Account. You may use Qustodio Software for Monitored Devices with certain limited functions under the above license free of charge for internal use only under the minimum warranty criteria known as "as-is" software. This license only includes authorization to download, install, and use Qustodio Software on Monitored Devices that are under your control and, at the same time, within your organization.
- Premium Qustodio Account. You may install Qustodio Software for Monitored Devices under a Qustodio Premium Account on additional Monitored Devices with additional functionality as indicated in the applicable Plan.
c. Fees and other charges
Fees. The fees ("Fees") for any plan are set forth at www.qustodio.com and on your Qustodio Premium Account registration form. For fee-based plans, You agree to pay the Fees set forth in the plan You have selected. The payment is made through the online payment system provided by Us or as agreed upon by Us. On periodic renewal, You will be charged at the then-current price, unless otherwise agreed in writing with Us. Payments are non-cancellable and non-refundable. If any Users or Monitored Devices are added during the subscription period in addition to the maximum contracted, they will result in an increase in the price of the Fees in accordance with the price levels of the subscriptions purchased at the beginning of that subscription period.
Price updates. The prices of Qustodio Services may change at any time during the subscription period by giving you thirty (30) or more calendar days' prior written notice. Unless You reject such a price change in writing by requesting termination of Qustodio Services, You will be deemed to have accepted the new prices. The prices applicable to the next renewal or subscription period may be communicated to You prior to the renewal of the subscription. In the event of any continued use of Qustodio Services after the renewal date You will be deemed to have accepted the new prices.
Billing. The invoice will be issued after the online acceptance of the Service and 15 days before the renewal of the subscription period. You will be billed - at start-up and for additional users - for a full period, regardless of the start date. Renewals are invoiced as regularly as shown on the order form. Unless otherwise stated in the order, invoices will be issued in euros or dollars (as indicated). You agree to provide us or our distributor with complete and accurate billing and contact information.
Payment. Unless otherwise stated on the order form, all invoiced amounts are due and payable in advance when Qustodio Services are contracted and 7 days before renewal. Qustodio reserves the right to suspend or terminate this agreement and access to Qustodio Services if You do not pay on time. In the event of payment by credit card, You will provide us with valid and current credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If You provide credit card information, You authorize us to charge all services listed on the order form to the credit card for the initial subscription period and thereafter any renewal subscription period(s).
Delays in payments. Late payments will bear interest at the rate of 1.5% per month or the maximum rate permitted by law (whichever is less). Interest will be generated from the date of such late payment until the date of payment. In the event of late payment, We may condition future renewals of subscriptions and order forms on payment terms shorter than those generally specified, or we may suspend or terminate this agreement and access to Qustodio Services.
Taxes. Unless otherwise stated, prices do not include applicable taxes, including, without limitation, VAT or equivalent sales tax applicable to you. The calculation and payment of such taxes is your responsibility. If we are legally obliged to pay or collect taxes for which you are responsible under this paragraph, the relevant amount will be invoiced and paid by you, unless you provide us with a valid tax exemption certificate authorised by the relevant tax authority.
d. Applicable provisions
Ownership. Qustodio is the owner or licensee of all intellectual and industrial property rights related to Qustodio Services. The use of Qustodio Services does not imply any assignment of all or part of such rights to you or your Users.
Registered trademarks. You will not use our trademarks, commercial names, logos, domain names, other distinctive features of the marks, or any material subject to copyright or associated with Qustodio Services without our consent. You will not remove any information or notices of authorship, ownership of rights or trademarks of Qustodio.
User Contents. In order to provide Qustodio Services, the Platform monitors and stores information transmitted from the Monitored Devices where Qustodio Software is installed, about local and online activities (use of applications, search, social networks, browsing, etc.) and communications (certain forms of social networks, instant messaging, etc.). This information is collected, stored and analysed on your behalf and under the system configuration you perform, and you and the User involved are the sole owners of the content and are solely responsible for all information transmitted to us. You grant us a worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license to store and process such content on our servers for the provision of Qustodio Services.
Warranties. Qustodio Services will be provided in a professional and diligent manner, in accordance with applicable regulations. Any service errors should be notified to the support service firstname.lastname@example.org. Except for this express warranty, to the maximum extent permitted by applicable law, Qustodio makes no other warranty, express or implied, regarding Qustodio Services, and the Entrepreneur disclaims any warranty of fitness or satisfactory quality of Qustodio Services.
Indemnification. You agree to indemnify and hold us harmless in connection with any matter related to your misuse or improper use of Qustodio Services to the fullest extent permitted by law.
Provision of service and support. We try to offer Qustodio Services 24 hours a day, 7 days a week. However, due to maintenance, security or capacity issues, as well as some events beyond our control (force majeure), Qustodio Services may be temporarily suspended or affected. Any service errors should be reported to the support service email@example.com.
iOs Users. Upon installation of Qustodio Software for Monitored Devices with iOS operating system, due to the technical configuration of the system, all data transmitted to and from the Device is channeled through our servers, in such a way we are visible to a third party such as your Internet access provider and the owner of the IP address from which communications originate. Although we are NOT an Internet access provider, due to this configuration we may receive notifications ("Notification") from third parties regarding the User's online behaviour, including but not limited to downloading and/or viewing online content, posting online content, opening online accounts, and/or using third party applications and programs. If we receive such a Notice stating your User engages in any activity that is or may be illegal or violate the rights of third parties, or if we believe (in our reasonable judgment) that any activity by your Users is or may be detrimental to the provision of the Services, we will notify you. We reserve the right to (and will, if we are obliged to by court or applicable law or to protect our interests and business, and in particular, but without limitation, if we receive a Notice from a third party or if user activity on a device is or may, in our opinion, be detrimental to the provision of the Services): (a) suspend or block access to your Device(s) to the Internet or to certain websites/internet services; and (b) provide any party providing the Notification to us or a Court or public authority with your name and contact details and/or (c) terminate your Account. YOU CONSENT TO THE DISCLOSURE OF YOUR CONTACT DATA FOR THIS PURPOSE AND SUSPECTED PURPOSE. We will not suspend your access or provide such data to any third party without first notifying you.
Confidentiality. You agree to maintain confidentiality and use your best efforts to prevent and protect Qustodio Services and its technical documentation from unauthorized disclosure and/or use of the Services.
Integrity. These Terms of Service set forth the entire agreement between the parties with respect to the subject matter hereof. Any representations, promises or conditions not expressly set forth in the aforementioned texts are not binding on the parties. If any provision of this Agreement is held to be unenforceable, such provision shall be enforced in a modified form to the extent necessary to make it enforceable.
Notifications. You agree to receive our emails regarding the Terms of Service. We will not provide your email address to any third party. We may contact you to provide you with information and send you service notifications regarding your Qustodio Account, or when required by law. You hereby recognize and consent that such notifications will be effective at the time we post them on our sites or send them to you by e-mail. If you do not provide us with accurate information, we cannot assume any liability in the event that we are unable to notify you.
Links. Our Platform contains links to third-party websites. We do not make any representations of any kind, nor do we assume any responsibility for or have any control over such sites. Any third-party content or a link to a third party website is for information purposes only and is not part of the Service.
Jurisdiction and applicable law. These Terms of Service shall be governed by Spanish law. All disputes, discrepancies, controversies, questions or claims resulting from the interpretation, execution, breach, resolution or invalidity of this contract or related to it, directly or indirectly, shall be submitted, with express waiver of the jurisdiction that may correspond to them, to the Court of Barcelona, Spain (and if, depending on the subject matter or other reasons, there are no such courts in Barcelona, they shall be submitted to those competent Courts closest to Barcelona and which include the city in their jurisdiction). Notwithstanding the above, both parties will do everything reasonably necessary to try to resolve conflicts in an amicable manner.