By using quodeit.com, you agree to all of the following terms and conditions therefore you should
read it completely and thoroughly. Your use of this site consents your acknowledgement,
understanding, and agreement to strictly abide by and be legally bound by all of these terms and
conditions of use. If by any means you do not agree with these terms and conditions of use or if you
do not have the authority to enter into this agreement, then you do not have the right to use the
service or the website(s) and you are prohibited from using them.
The following capitalized terms shall have the following meanings whenever used in this Agreement.
"Licensor" or "We" or "QuodeIT" or "Inspice" shall mean Inspice Technologies
Limited having its registered place of business located at P4-404, Uday Hilltop Residency, Near
PCMC tanks, Ravet, Pune-412101 owns the website www.quodeit.com
"Licensee" or "You" or "Recruiter" or “Customer” shall mean you, the individual who
completed this form on behalf of yourself or an organization for which you have the authority to
bind to this Agreement. If you are entering into this Agreement on behalf of a legal entity, it
shall mean all users from that entity as well.
Test Taker or candidate shall mean you, if you are an individual,
employee, or employee using the system solely for the purposes of taking online
test(s)/assessment(s) but not the individual or entity that has licensed the Service for pre-
employment, retention, or similar purposes. A candidate shall abide by all terms and conditions
as those of the Licensee except it is understood that he or she has not purchased (or is not
purchasing) a license to the Service for said purposes.
Agreement shall mean, collectively, these terms and conditions, invoice terms
conditions, hard copy order forms, and online order forms;
Service shall mean our website(s) and the online service, including offline
customer and technical support
Content shall mean the audio and visual information, documents, software, products
services contained or made available to you in the course of using the Service;
Licensee Data shall mean all data, information and material provided or submitted by
the Service in the course of using the Service;
Intellectual Property Rights shall mean all unpatented inventions, patent
patents, design rights, copyrights, trademarks, service marks, trade names, domain name
rights, mask work rights, know-how and other trade secret rights, and all other intellectual
property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the
Initial Term shall mean the initial period during which Licensee is obligated to pay for
Service equal to the billing frequency selected by Licensee during the subscription process
(e.g., if the billing frequency is yearly, the Initial Term is the first year);
Log-In Information shall mean user names and passwords used to access the
Free Trial Subscription shall mean a fee-free, limited-time subscription for
Subject to the terms of this Agreement, QuodeIT grants you the nontransferable and
nonexclusive right and license to remotely access and use the Service solely for running
assessments/Exam/Contest for its prospective and current employees during the term stated in
the account type, as permitted by this Agreement. This license is a worldwide license, with the
exception that you and users cannot access the Services from, or use the Services in, those
countries to which exports are prohibited or restricted under any export control laws or
When using the Service, You will not, and will ensure that its affiliates and users do not: (a)
copy, translate, decompile, reverse-engineer or otherwise modify any parts of the Service (b)
transmit any content, data or information that is unlawful, harmful, threatening, abusive,
harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or right
of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual
property rights of any entity; (d) interfere with or disrupt the QuodeIT software, the QuodeIT’s
system used to host the Service, other equipment or networks connected to the Service, or
disobey any requirements, procedures, policies or regulations of networks connected to the
Service (e) use the Service in the operation of a service bureau or time-sharing service; (f)
circumvent the user authentication or security of the Site or Service or any host, network, or
account related thereto; (g) use any application programming interface to access the Service
other than those made available by QuodeIT; (h) mirror the Service on any server without prior
approval from QuodeIT;; (i) make any use of the Service that violates any applicable local,
state, national, international or foreign law; or (j) fail to use commercially reasonable efforts to
prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other
disclosure of the Service, or (k) except for licenses provided to users as permitted in this
Agreement, allow any third party to use any user identification(s), code(s), password(s),
procedure(s) and user keys issued to, or selected by, Licensee for access to the Service.
The Site may contain links to external web sites and information provided on such external
websites by QuodeIT partners and third-party service providers. QuodeIT shall not be
responsible for the contents of any linked web site, or any changes or updates to such sites.
You further agrees that QuodeIT shall not be directly or indirectly responsible or liable for any
damage or loss caused or alleged to be caused by or in connection with you use of or reliance
on any content, goods or services available on or through any such linked Web site. Any article,
information, data, code, text, software, documentation, graphics, image, marketing material,
video, photograph, message, or posting to any forum, wiki, or social media pages of the Site,
whether publicly posted or privately transmitted, is the sole responsibility of the person or entity
providing the content.
If Licensee is granted a license under this Agreement to a free trial version of the Service, to
the extent permitted by applicable law, You agrees that QuodeIT may cease providing the
Service at any time without notice. This Article 1.4 supersedes any conflicting term of this
QuodeIT will provide support for the Service as may be described in the Insertion Order, in
particular, enabling the cloud based Services platform to enable you to create and start
delivering assessments in reasonable time, creating recruiter’s account on QuodeIT Site and
using reasonable commercial efforts to ensure that all the Licensee permitted users are able to
take up the assessments without unreasonable errors. For more errors please refer to service
level agreement which is given at last of this page.
QuodeIT will use commercially reasonable security technologies (such as encryption, password
protection and firewall protection) in providing the Service, and you shall comply with the
applicable QuodeIT security guidelines and procedures made known to you through the
Service or otherwise. However, QuodeIT does not control the transfer of data, including but not
limited to Licensee Data, over telecommunications facilities, including the Internet, and
QuodeIT does not warrant secure operation of the Service or that such security technologies
will be able to prevent third party disruptions of the Service.
Each Insertion Order shall define: (i) the Services to be provided to you by QuodeIT and
QuodeIT’s obligations; (ii) the Content, that may be provided to you in furtherance of the
Services; (iii) the QuodeIT Materials associated with the Services, (iv) any Licensee obligations;
(v) the term of the Insertion Order; (vi) fees for the Services and (vii) certain other appropriate
terms and conditions related to the Services. QuodeIT will not begin any Services unless an
Insertion Order governing such Services has been duly executed by both parties. QuodeIT may
immediately cease performing Services, without liability and without prejudice to its payments, if
an Insertion Order expires and is not extended or replaced with a valid Insertion Order.
QuodeIT shall have the right to use third parties (the "Subcontractors") in performance of its
obligations and Services here under. Should QuodeIT use any Subcontractors in performance
of its obligations and Services, QuodeIT shall be fully responsible to you for the acts and
omissions of its Subcontractors as it is for QuodeIT's own acts and omissions. Nothing
contained in this Agreement shall create any contractual relationship between any
Subcontractor and you.
Use of the Service for purposes of monitoring its availability, performance or functionality, or for
any other benchmarking or competitive purposes is prohibited.
- You responsible for all its activity occurring under this License.
- You shall not use the Service for employees or candidates for any third-party organizations without our express written consent and permission.
- You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service.
- You indemnify us against your misuse or abuse of the Service.
- You shall notify us immediately of any unauthorized use or any known or suspected breach of security, notify us immediately, and use all reasonable efforts to stop any known or suspected copying or distribution of Content.
- You shall not allow an unauthorized third party to gain access to the Service.
- You shall keep all Log-In Information confidential, and it may only be used by you.
You Shall Not:
- License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or the Content available to any third party in any way;
- Modify or make derivative works based upon the Service or the Content;
- Create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
Reverse engineer or access the Service in order to
- Build a competitive product or service,
- Build a product using similar ideas, features, functions or graphics of the Service, or
- Copy any ideas, features, functions or graphics of the Service.
- Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or contradictory of third party privacy rights;
- Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- Interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
- Attempt to gain unauthorized access to the Service or its related systems or networks.
- Use the Service for pre-employment purposes or new employee or applicant screening
during the Free Trial period or at any time prior to a purchase of the Service, unless it shall
have the express written consent and permission of Licensor.
Payment of Fees
14-days free trial - The trial period begins immediately upon account activation. Upon
activation, you will be notified by e-mail of the date of their trial's expiration. The free trial period
only applies to new customers and does not apply to existing customers that have a
subscription plan. We will also not honor a free trial period for customers who were once paying
subscribers, cancelled, and then decided to re-instate their subscription to us. At any time
during the 14-day free trial period, you can cancel your account and will not be billed. QuodeIT
does not ask for any payment information to sign up for the 14-day free trial period. If you forget
to cancel within the 14-day free trial period, you will not be billed unless you decide to upgrade
to a paid account. You can cancel your account at any time by contacting our support team
at support[at]quodeit[dot]com. In order to continue using QuodeIT after the 14-day free trial period,
you will be asked to select one of our subscription plans.
If you are a new user you shall pay all fees at end of your free trial or if you are existing
customer you have to pay all fees at start of billing cycle(currently billing cycle is of 30 days) in
accordance with your payment terms listed on its invoices. All payment obligations are non-
cancelable and all amounts paid are nonrefundable. QuodeIT reserves the right to modify its
fees and to introduce new charges at any time, upon at least 30 days prior notice to Licensee,
which notice may be provided by e-mail. Licensor charges and collects in advance for use of
the Service. Licensor's fees are inclusive of all taxes, levies, or duties imposed by taxing
authorities, and Licensee shall not be responsible for payment of all such taxes, levies, or
duties. This provision does apply to QuodeIT's income taxes, or any taxes for which Licensee is
exempt, provided Licensee has furnished QuodeIT with a valid tax exemption certificate. All
pricing terms are confidential, and shall not be disclosed to any third parties, unless available
on the website for public consumption.
You reserve the right to suspend or terminate this Agreement and your access to the Service in
the event that the account becomes delinquent (falls into arrears). You can cancel your account
at any time by contacting our support team at support[at]quodeit[dot]com.
You agree to provide us with complete and accurate billing and contact information. This
information shall include your legal entity name, street address, e-mail address, and name and
telephone number of an authorized billing contact. You agree to update this information within
thirty days of any changes.
In case of end of the billing cycle you will be provided with the option of upgrading and
downgrading your account. Upgrading and downgrading can be done only when the billing
The Master Licensee warrants and represents that he or she has both the right and authority to
enter into this Agreement. In the event that the Master Licensee does not have the right or
authority to enter its organization into this Agreement, then Master Licensee hereby personally
accepts full financial liability and legal responsibility of payment for this Agreement.
Intellectual Property Ownership
Reservation of Rights. By signing this Agreement, you irrevocably acknowledge that you have
no ownership interest in the QuodeIT Materials. QuodeIT shall own all right, title, and interest in
such QuodeIT Materials, subject to any limitations associated with intellectual property rights of
third parties. All the Content may only be used solely as a part and for the duration of the
Service, in accordance with the terms of this Agreement. QuodeIT or its licensors owns all right,
title and interest in any and all patent rights, copyrights, trademark rights and other rights in the
Site and Service (including, but not limited to the Content, reports, data generated by the
Site/Services), as well as any improvements, design contributions or derivative works
conceived or created by either party in or to the Service, including the know-how, techniques,
or procedures acquired or used by QuodeIT in the performance of Services hereunder.
QuodeIT reserves all rights not specifically granted herein. This provision does not grant
QuodeIT with ownership of Licensee IP as defined above. You shall not remove notices and
notations on the Site or in the Service that refer to copyrights, trademark rights, patent rights
and other intellectual property rights.
To the extent that Services to be provided herein involve QuodeIT's use of your trademarks,
service marks, trade names, or other intellectual property and content (the "Licensee IP"), your
hereby permits QuodeIT to use Licensee IP solely in connection with such listing and list
Licensee in its general list of customers. QuodeIT shall comply with Licensee's guidelines
regarding use of Licensee IP.
As used herein, the party disclosing Confidential Information is the "Disclosing Party" and the
party receiving the Confidential Information is the "Recipient".
Confidential Information shall mean information, which has been labeled in writing as
confidential when disclosed or, if the disclosure is made orally or in a presentation, the
information will be identified as confidential at the time of disclosure and the Disclosing Party
will promptly provide the Recipient a written summary of the confidential information within thirty
(30) days. For purposes of this Agreement, "Confidential Information" shall also include the
following information belonging to each party: any information, technical data or know-how
including, but not limited to, that which comprises or relates to the other party's confidential and
proprietary trade secrets, hardware, software (source code and object code), screens,
firmware, specifications, designs, plans, drawings, data, prototypes, discoveries, research,
developments, processes, procedures, intellectual property, market research, marketing
techniques and plans, business plans and strategies, proprietary or third party content,
customer names and other information related to customers, price lists, pricing policies and
financial information or other business and/or technical information and materials, in oral,
demonstrative, written, electronic, graphic or machine-readable form and any analyses,
compilations, studies or documents. In all events, QuodeIT Materials shall be deemed to be the
Confidential Information of QuodeIT or its third party licensors, to the extent the same is not in
the public domain.
During the term of this Agreement, and for a period of one (1) years from the date of
termination hereof and the return of Confidential Information to the Disclosing Party, the
Recipient agrees to use the same care and discretion to avoid disclosure, publication, or
dissemination of the Disclosing Party's Confidential Information as it would be its own
confidential information of like kind, but in any case using reasonable care.
Each party agrees, at all times, to use all reasonable efforts, but in any case no less than the
efforts that each party uses in the protection of its own Confidential Information of like value to
protect Confidential Information belonging to the other party. Each party agrees to restrict
access to the other party's Confidential Information only to those employees or consultants,
who (i) require access in the course of their assigned duties and responsibilities, and (ii) are
bound by obligations of nondisclosure no less restrictive than those set forth in this Section 4.
Nothing in this Agreement shall be construed to convey any title or ownership rights to the
Confidential Information of the Disclosing Party or to any patent, copyright, trademark, or trade
secret embodied therein, or to grant any other right, title, or ownership interest in the
Confidential Information to the Recipient.
The Recipient shall not be liable for disclosure of Confidential Information if made in response
to a valid order of a court or authorized agency of government provided that notice is promptly
given to the Disclosing Party so that a protective order may be sought and other efforts
employed to minimize the required disclosure. The Recipient shall cooperate with the
Disclosing Party in seeking the protective order and engaging in such other efforts.
Each party acknowledges that any unauthorized disclosure or use of the Confidential
Information would cause the Disclosing Party imminent irreparable injury and that the
Disclosing Party shall be entitled to seek, in addition to any other remedies available at law or
in equity, temporary, preliminary, and permanent injunctive relief in the event the other party
does not fulfill its obligations under this Section.
Termination upon expiration
This Agreement commences upon the first use of the Service by you. Upon the expiration of the
Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration
to the Initial Term at our current fees. Either party may terminate this Agreement by notifying the
other party in writing at least five (5) business days prior to the date of the invoice for the following
term. You agree and acknowledge that Licensor has no obligation to retain the Customer Data, and
may delete such Customer Data, more than 30 days after termination.
Termination for cause
Unauthorized use of Service shall be deemed a material breach of this Agreement. The
unauthorized use of any Log-In Information, either with or without your knowledge shall be deemed a
breach of this Agreement, and may constitute a violation of your copyrights. You are responsible for
maintaining the security and confidentiality of all Log-In Information, and for preventing access to the
Product and/or the Content by unauthorized persons. Unauthorized access to or use of the Product
and/or the Content by someone using User's Log-In information may be attributed to User. Licensor,
in its sole discretion, may terminate your password, account or use of the Service if you breach or
otherwise fails to comply with this Agreement. In addition, we may terminate a free account at any
time in its sole discretion. You agree and acknowledge that we have no obligation to retain the
Licensee Data, and may delete such Licensee Data.
reserves the right to modify its policies in its reasonable discretion from time to time. Licensees may
opt out of receiving marketing communications by changing their preference in their Personal Setup
or by sending an "unsubscribe" request email to support[at]quodeit[dot]com. Due to the nature of online
subscription services, Licensor occasionally may need to notify all users of the Service (whether or
not they have opted out) of important announcements regarding the Service.
Licensee and QuodeIT warrant that each has the right to enter into this Agreement and that the
Agreement and all Insertion Orders executed hereunder shall be executed by an authorized
representative of each party.
Disclamiers of waranties
The Service, including Content, is provided "as is", and QuodeIT makes no warranty as to the
accuracy or completeness of such Content. Except as otherwise stated in the this agreement,
QuodeIT makes no other warranties, express or implied, including express or implied
warranties of merchantability, fitness for a particular purpose and non-infringement.
QuodeIT will defend, indemnify and hold harmless Licensee, its parents, subsidiaries,
distributors, dealers, affiliates, successors or assigns, and their directors, officers, employees
and representatives ("Licensee Parties"), from and against any and all actions, suits,
proceedings, claims, demands, losses, costs, damages, and expenses, including but not limited
to, interest, penalties, court costs, and attorneys' fees collectively "Claims"), resulting or arising
out of any gross negligent act or omission, willful misconduct of QuodeIT, its officers, directors,
subsidiaries, subcontractors, contractors, agents, or employees ("QuodeIT Parties") arising out
of or related to QuodeIT's Services.
QuodeIT shall have no liability under this Section unless: (i) Licensee timely notifies QuodeIT in
writing after Licensee becomes aware of a claim; and (ii) QuodeIT has sole control of the
settlement, compromise, negotiation, and defense of any such action; and (iii) Licensee
cooperates, in good faith, in the defense of any such legal action.
Disclamier of warranties
Licensor and its licensors make no representation, warranty, or guaranty as to the reliability,
timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any
content. licensor and its licensors do not represent or warrant that:
The use of the service will be secure, timely, uninterrupted or error-free or operate in
combination with any other hardware, software, system or data,
The service will meet licensee requirements or expectations,
Any stored data will be accurate or reliable,
The quality of any products, services, information, or other material purchased or obtained by
licensee through the service will meet licensee's requirements or expectations,
Errors or defects will be corrected, or
The service or the server(s) that make the service available are free of viruses or other harmful
components. the service and all content is provided to licensee strictly on an "as is" basis. all
conditions, representations and warranties, whether express, implied, statutory or otherwise,
including, without limitation, any implied warranty of merchantability, fitness for a particular
purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent
permitted by applicable law by licensor and its licensors.
In no event shall licensor, its affiliates or content providers be liable for any direct, indirect,
special, incidental, punitive or consequential damages arising out of or related to the use,
inability to use, authorized use, performance or nonperformance of this site, even if licensor
was previously advised of the possibility of such damages and regardless of whether such
damages arise in contract, tort, under statute, in equity, at law or otherwise.
Licensor shall not be liable for any delay occasioned by an act of god or the public enemy, or;
by riot, insurrection, strikes, labor disputes, or any failure or delay by any internet service
provider, internet content delivery service or agency for any act, delay, or omission due to their
Licensor's services may be subject to limitations, delays, and other problems inherent in the
use of the internet and electronic communications. licensor shall not be responsible for any
delays, delivery failures, loss of data, or other damage resulting from such problems.
Liscense of liability
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due
from licensee in the six (6) month period immediately preceding the event giving rise to such claim.
in no event shall either party and/or its licensors be liable to anyone for any indirect, punitive,
special, exemplary, incidental, consequential or other damages of any type or kind (including loss of
data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with
this service, including but not limited to the use or inability to use the service, or for any content
obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of
cause in the content, even if the party from which damages are being sought or such party's
licensors have been previously advised of the possibility of such damages.
Compliance with Laws.
Both parties agree to comply with all applicable laws, regulations, and ordinances relating to its
performance under this Agreement.
Neither party may assign its rights or delegate its duties under this Agreement whether by
operation of law, change of control, or in any other manner, without the prior written consent of
the other party. Such consent shall not be unreasonably withheld. Any assignment or transfer in
violation of this Section 9.2 shall be null and void.
The provisions set forth in Sections 4, 5, 6,7, 8, 12, 13, and 14 of this Agreement shall survive
termination or expiration of this Agreement.
Any notice required under this Agreement shall be given in writing and shall be deemed
effective upon delivery to the party to whom addressed. All notices shall be sent to the
applicable address specified on the face page hereof or to such other address as the parties
may designate in writing. Unless otherwise specified, all notices to QuodeIT shall be sent to the
attention of the "Manager-Finance". Any notice of material breach pursuant to Section 8 shall
clearly define the breach including the specific contractual obligation that has been breached.
QuodeIT shall not be liable to Licensee for any delay or failure of QuodeIT to perform its
obligations hereunder, if such delay or failure arises from any cause or causes beyond the
reasonable control of QuodeIT. Such causes shall include, but are not limited to, acts of God,
floods, fires, loss of electricity or other utilities, or delays by Licensee in providing required
resources or support or performing any other requirements hereunder.
In the event of a conflict between the terms and conditions of this Agreement, an Insertion
Order, or an exhibit the terms and conditions of the Insertion Order or exhibit shall prevail, in
This Agreement, including any separately executed Insertion Orders shall constitute the entire
agreement between the parties regarding the subject matter hereof and supersede all
proposals and prior discussions and writings between the parties with respect thereto.
The parties agree that this Agreement cannot be altered, amended or modified, except by a
written document, signed by an authorized representative of each party.
Headings are for reference purposes only, have no substantive effect, and shall not enter into
the interpretation hereof.
No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of
any right or remedy.
Severability and Reformation
Each provision of this Agreement is a separately enforceable provision. If any provision of this
Agreement is determined to be or becomes unenforceable or illegal, such provision shall be
reformed to the minimum extent necessary in order for this Agreement to remain in effect, in
accordance with its terms as modified by such reformation.
Choice of law
This agreement shall be governed and interpreted by the laws of the India. All disputes,
differences or claims with respect to any matter arising out of or relating to the Agreement shall
be finally settled through the provisions of The Arbitration and Conciliation Act 1996, as
amended from time to time having seat of arbitration at Pune and the language of such
arbitration being English. Subject to above the courts at Pune, India, shall have exclusive