LookAround Subscription Agreement
LookAround – HaveALook UG
[Customer], hereafter the “Customer”
This Subscription Agreement (“Agreement”), governs the use by Customer of the services provided by Service Provider.
- Service Provider agrees to provide the Customer a Service to upload, host and share virtual tours for real estate properties, accessible through a public server endpoint (the “SAAS Services”. The following section contains a detailed description. The Customer further agrees to pay for the Services and comply with the terms and conditions set forth in this Subscription Agreement.
- The Term of Service for the SAAS Services is indicated in the Check Out process for the SAAS Services. The SAAS Services may be accessed and used only by the number of Devices specified in the Check Out process, for the Fees corresponding to that number and type of Devices. Customer will be provided with an account (username, password), which enables the number of Devices to access the SAAS System and use the SAAS Services. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of one (1) month or one (1) year if billed annually each unless and until either party gives the other party notice of non-renewal at least 30 days prior to the next scheduled renewal date. Customer may elect Early Termination of the Services solely as permitted in the Terms of Service and Use for the Services.
- Customer agrees to provide the necessary mobile devices, data communication line (cellular plan), camera and equipment for use and access to the SAAS Services. Customer agrees to provide, install and maintain, at Customer’s expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Service Provider from time to time. Customer shall be responsible for ongoing charges for Customer’s own use of such data communication lines.
- In addition to the initial Order Form, the parties may enter into one or more additional Order Forms, each of which provides a general description of the Products and SAAS Services to be provided to Customer. For any Order Form to be effective, it must be in text form and signed or otherwise authenticated by Customer. All terms and conditions set forth in this SAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Order Form.
- If there is any conflict between the terms of an Order Form and the terms of this SAAS Subscription Agreement or the Terms of Purchase and Use, then the terms of the Order Form shall control. Each Order Form, as supplemented by the terms of this SAAS Subscription Agreement and the Terms of Purchase and Use, constitutes an entire and separate agreement between the parties regarding the Products and SAAS Services covered by that Order Form, and supersedes any other prior oral or written understandings and agreements of the parties regarding the Products and SAAS Services covered by that Order Form. Any provisions contained in Customer’s own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, including the applicable Order Form.
Description of Service
(1) BASIC MONITORING. The SAAS Services include access by Customer through the SAAS Customer iOS application to the following features: Capturing of 360/VR tours for real estate properties using a 360° camera. After capturing and transferring the images from the camera, they can be linked together to entire virtual tours using so-called “hotspots” (links within the images). After the capturing and linking of a virtual tour the data is being transferred to the hosting system of Service Provider. Customer is able to retrieve a unique link in order to share virtual tours with 3rd party users. 3rd party users can view every virtual tour using the unique web URL on mobile and desktop devices through the browser and the web viewer. Customer is further able to edit and delete virtual tours using the iOS application.
(2) HOSTING AND MANAGEMENT SERVICES. The SAAS Services include the following managed services:
- Network administration
- Software administration
- Data administration
- Periodic application and web viewer upgrades
(3) AUTHORIZED USER LICENSE (iOS application). The Authorized User License for the number of Authorized Devices set forth in the Quantity column above includes on-going hosting enabling access to the web viewer.
(4) SUPPORT SERVICES. Support Services include unlimited 24/7 remote service and support. Customer will designate one individual who will be the authorized point of contact for all technical support communications between Service Provider and Customer at all times. Service Provider will use commercially reasonable efforts to keep the SAAS System available on a 24 hour a day, 7 day a week basis, via web site access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Saturdays and communicated in advance) for maintenance purposes, unforeseen maintenance and systems outages, or routine testing of the Services. As used herein, “Minimum Configuration” means the minimum configuration of client hardware and software required to access the Services, which, shall be that users have an Internet connection and iOS 9 or higher.
SAAS Services; Grant of Rights
If SAAS Services are obtained pursuant to an Order Form, Service Provider grants you and your staff (collectively, the “Users”), for the Term of Service indicated in the Order Form, a limited, non-exclusive, terminable, non-transferable and sub-licensable but worldwide license to access and use the services, tools and applications provided through the SAAS Service subject to these Terms of Purchase and Use. All SAAS Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Use. All rights not expressly granted to you and your Users pursuant to the SAAS Subscription Agreement are reserved to Service Provider, and all uses of the SAAS Service not expressly permitted hereunder are prohibited.
Permitted and Prohibited Use
Limited Use. You and your Users may access the SAAS System and use the SAAS Services solely to support and operate in your internal business (i) the Products purchased by you from Service Provider; and (ii) Service Provider’s web-based monitor and control management portal (“the “Portal”). Service Provider reserves the right, in its sole discretion, to limit your and/or your Users’ use of the SAAS Services in the event that Service Provider determines that your and/or your Users’ use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Purchase and Use.
Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the SAAS Services, not to use the SAAS Services for any purpose that is
- unlawful or prohibited by these terms, conditions, and notices.
- You and your Users may not use the SAAS Service in any manner that could damage, disable, overburden, or impair any Service Provider or subscriber server, or the network(s) connected to any Service Provider or subscriber server, or interfere with any other party’s use and enjoyment of any of the SAAS Services.
- You and your Users may not attempt to gain unauthorized access to any part of the SAAS Services, other accounts, computer systems or networks connected to any Service Provider or subscriber server or to any part of the SAAS Services, through hacking, password mining or any other means.
- You and your Users may not use the SAAS Service to publish harassing, discriminating, explicitly violent or defaming content.
- You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the SAAS Services. Except as expressly set forth herein, you and your Users may not
- (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the SAAS Services, or any associated applications, tools or data thereof;
- (ii) disassemble, decompile, or reverse engineer the software used to provide the SAAS Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the SAAS Services; or
- (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the SAAS Services’ control or security systems, or allow or assist a third party to do so.
Suspension of Service. Service Provider may at any time suspend (or require that you suspend) the access of Users to the SAAS Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Service Provider or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Service Provider, your organization, your and our respective network or facilities, or other Users. Service Provider shall not be liable to any User for suspension of SAAS Service, regardless of the grounds.
Ownership; Subscriber and User Submissions
As between you and your Users and Service Provider, the SAAS Services, any material or information provided pursuant to the SAAS Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Service Provider, its agents or contractors, are the property of Service Provider, and are protected by German and international copyright, trademark, competitionand patent laws, as applicable. By using the SAAS Services, neither you nor your Users gain any ownership interest in such items.
Service Provider does not claim ownership of the usage information you or your Users provide for the use and operation of the SAAS Services. Service Provider and its vendors and contractors may use such information to operate and administer the SAAS Services. In addition, Service Provider may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.
Service Provider reserves the right to upgrade, modify, replace or reconfigure the SAAS Services at any time, provided that you will be provided at least thirty (30) days’ advance notice for changes that materially and adversely affect any use of the SAAS Services. Service Provider may also change the fee schedule, support terms, and service level agreements for the SAAS Services subject to at least thirty (30) days’ advance notice, except that the change will not apply for the remainder of the Term of Service to the amount and type of SAAS Services you have contracted for under existing Order Forms. Any such notice may be given and shall be effective if posted by Service, provided in an email sent to your account representative, or if included in any amendment, extension or new version of this Agreement or any Order Form.
Links to Third Party Sites
The SAAS Service may provide links that allow you or your Users to leave Service Provider’s site and/or access third party websites. The linked sites in many cases are not under the control of Service Provider and Service Provider is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Service Provider is not responsible for webcasting or any other form of transmission received from any linked site. Service Provider provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Service Provider of the site.
Use of Passwords; Internet
You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the SAAS Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.
You and your Users are responsible for maintaining the confidentiality of that User’s username and password. You and your Users are responsible for any and all activities that occur under all your Users’ accounts. You agree to notify Service Provider immediately of any unauthorized use of your Users’ accounts or any other breach of security. Service Provider will not be liable for any loss that you or a User may incur as a result of someone else using your Users’ passwords or accounts, either with or without the applicable Users’ knowledge.
Service Provider does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User’s sole responsibility and the responsibility of Internet provider(s) you select. Service Provider does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
Communications from Service Provider
Service Provider may periodically contact you or Users for customer service purposes. By accessing the SAAS Services, you and each Use consent to receive such communications. You agree that Service Provider may reference its business relationship with you in its marketing or sales materials.
You agree to pay at the time indicated in each Order Form all payments due from you thereunder. If not otherwise indicated in the Order Form, all payments are due thirty (30) days from invoice.
You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Products or SAAS Services or on account of your acquisition or ownership or use of the Products (exclusive only of taxes based on net income derived by Service Provider), and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the SAAS Services, or your acquisition or ownership or use of the Products. You agree to hold Service Provider harmless from all claims and liability arising in connection with Purchaser’s failure to report or pay such taxes.
Notice Specific to Software Available with the SAAS Services
Any software that is made available to download from the SAAS Services (“Software”) is the copyrighted work of Service Provider and/or its suppliers.
The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
Termination of the SAAS Subscription Agreement; Effect of Termination or Expiration
In the event that you breach any term of the SAAS Subscription Agreement, or you or your Users breach these Terms of Purchase and Use, and such breach is not cured within 10 days after receipt of notice thereof from Service Provider, Service Provider may terminate the SAAS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.
Upon expiration or prior termination of the SAAS Subscription Agreement, all rights granted herein shall revert to Service Provider. All access to and use of the SAAS Services by Users must then cease, and all materials, applications and tools downloaded from the SAAS Service must be erased, deleted, or destroyed.
You represent and warrant that (i) you have full power and authority to enter into the SAAS Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Purchase and Use; (ii) only you and your Users shall per permitted to access the SAAS Services and any related tools, applications, information and materials provided in connection with the SAAS Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Products and the SAAS Services.
By accessing and/or using the SAAS Services, Users agree to report to Service Provider all claims or suspected claims of copyright or other infringement of Service Provider’s intellectual property or other proprietary rights. Claims of infringement should be directed to Legal Department, Service Provider, [contact information for legal department of service provider].
If you believe that any information on the SAAS Site infringes on your copyright, you should notify Service Provider of your claim in accordance with the following procedures. Service Provider will process notices of alleged infringement. Any notification of claimed infringement shall be in writing and be provided to Service Provider’s designated agent of service:
Tel.: +49 711 50876944
To be effective, the notice of infringement must contain the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party’s reasonable control (“Force Majeure”) shall not be a breach hereof.
Service Provider shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.
You acknowledge and agree that the SAAS Services and the tools, applications, information and materials provided in connection with the SAAS Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Service Provider or other Subscribers for which Service Provider or such other Subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Service Provider, Service Provider shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under the laws of Germany without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in Germany. The place of venue vis-à-vis commercial Users shall be Berlin, Germany. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.