General Terms of Service
Archilogic Free Plan Terms of Use
Last updated: March 8, 2023
Archilogic AG of Kanzleistrasse 126, 8004 Zurich, Switzerland ("Archilogic, "we", "us" or "our") operate an internet platform for two- and three-dimensional, interactive representations and editing of architecture and design. Our free service subscription plan (also referred to as “Free” plan or subscription) provides users with a free subscription to our service for access to our software applications made available as a service through our website to, among other things, convert 2D floor plans to 2D and 3D interactive models (on a pay as you go basis) along with other related functions and tools as described in the Free plan on our website and in your relevant Order (herein after referred to as the “Service”). Such Free plan includes a license to use our Software SDK and/or APIs in connection with the Service, except where otherwise specified by us in your Order (as such terms are defined further below). The terms and conditions of the Agreement, as defined below, apply to and govern your access to our Service and the Software SDK and APIs (as applicable).
By clicking a box indicating your acceptance of these terms of use, entering into an order with us (whether electronically through our website or otherwise in writing) (“Order”) or by registering for an account with us, you agree to be bound by all of the terms and conditions in these terms of use and the attached appendices (together the “Terms”) and the terms and conditions in the Order, along with all other operating rules and policies (including, without limitation, our Privacy Policy,) referred to in these Terms (collectively referred to as the “Agreement”). The Agreement governs your access to and use of such Service, Software SDK and APIs (as applicable).
If you do not agree to all the terms and conditions of the Agreement, then you may not create an account or use the Service, Software SDK and/or APIs (as applicable). If you have any questions or comments about us or the Service, Software SDK and/or APIs, please contact us at privacy@archilogic.com.
If you are using the Service, Software SDK and/or APIs as an individual you represent that you are at least 18 years of age and can form legally binding contracts and if you are using such Service Software SDK and/or APIs on behalf of an organisation, you are agreeing to the Agreement for that organisation and representing that you have the authority to bind that organisation to the Agreement. In that case, “you” and “your” will refer to that organisation.
If you are using the Service as a consumer, certain consumer laws may automatically apply to you and we do not exclude or limit those rights where we are not legally permitted to do so. Certain exclusions and limits within the Agreement may therefore not apply to you.
If you have any questions regarding these terms or any issues with the Service, please contact us at support@archologic.com.
1. Definitions.
Capitalised terms we use in these Terms and which are not otherwise defined elsewhere in Agreement will have the meanings given to them below:
Active Scene(s): those Scenes which are in use by you through the Service and which have not been set to ‘archived’ by you. Active Scenes also includes any previously Archived Scenes which have been reset to active use by you.
APIs: means the application programming interface provided by Archilogic for you to connect to the Service as further described in the Software Specifications and Order;
Authorised User(s): has the meaning given in section 3.
Archived Scene(s): means those Scenes which are not in use by you and which have been set to ‘archive’ by you.
Business Hours: means 09.00 (CET) to 18:00 (CET) on a Monday to Friday (excluding public holidays in Switzerland.
Content: has the meaning given in section 5.
Fees: has the meaning given in section 8.
License Terms: means the additional Software License Terms attached as Appendix 1 to the Agreement and incorporated herein by reference which apply to your access to and use of the Software SDK and APIs (as applicable).
Order: has the meaning given in the first paragraph above.
Scene(s): the scene structure provided through your use of the Service, for example, in the form of a 3D interactive model or a 2D floor plan, which is generated from the Customer Content through your use of the Service. Scenes are purchased on a pay as you go basis and are subject to a maximum number permitted within the Free plan, with the then current permitted number specified in the Free plan detailed on our website and which Archilogic has the right to change at any time. These Scenes can be set as Archived Scenes by the Customer when not in use;
Scope: the limits within which you can use the Service and/or the Scenes (and limited to the number of Active Scenes included in the Service, the Software SDK and APIs (as applicable) as detailed on our website and your Order.
Software SDK: the software made available by Archilogic in the form of a software development kit (SDK) which allows for the creation of custom interactions and representations by directly accessing the scene structure underlying each Scene, as further described in the Software Specifications which is licensed and used by you in accordance with the License Terms;
Software Specifications: Archilogic’s then current specifications for the Software SDK and/or APIs (as applicable) as provided in the Developer Documentation found on Archilogic’s website or as otherwise notified by Archilogic to Customer in writing from time to time;
Service: has the meaning given in the first paragraph above.
Subscription Term: means the term within which you may access and use the Service and Scenes and use the Software SDK and/or API (as applicable) as specified in your Order or if no term is specified, then the term will continue for as long as Archilogic makes the Service, Software SDK and/or APIs available generally, subject to earlier termination by either party in accordance with the Agreement..
Fees: those fees payable by you for the Scenes as further detailed in the relevant ‘Free plan’ Service and/or your Order.
2. Service
Plans: The Service provided and subscribed to by you hereunder is the Free plan subscription. The subscription to the Service for such plan is free of charge to allow you to create up the maximum permitted number of Active Scenes for such Free plan on a pay as you go basis. You will be charged for and pay the relevant Fees for any such Scenes created through your use of the Service. Any Scenes created through this Service will be available to access through such Service for as long as the Service is made available by Us subject to earlier termination by either part in accordance with this Agreement. You may request to upgrade to any of our “paid for” enterprise plans for our services at any time and will be required to execute an Order with Archilogic for the subscription to the relevant paid for enterprise plan and to agree to the enterprise terms and conditions for such paid for plan. Upon such upgrade, the Agreement will be automatically terminated and your access to and use of any existing Scenes created when using the Free plan Service will be governed by such new enterprise terms and conditions and such existing Scenes will be incorporated into the relevant Scenes quote for such subscribed to enterprise plan.
Service: Subject to your compliance with the terms of the Agreement and in consideration of payment of the applicable Fees for the Scenes, we grant you and your Authorised Users a limited, non-exclusive, non-transferable right for the applicable Subscription Term to use the Service and Scenes in accordance with the Scope of use and the terms of the Agreement and solely for your internal business operations, or your personal and domestic purposes if a Consumer user, as applicable.
Software SDK and APIs: For use in conjunction with your Service subscription, you may also use the Software SDK and/or use the APIs offered by Archilogic to access the Service, as indicated in the details of the Free plan (unless otherwise specified in your Order). Your license to use the Software SDK and/or API is granted in accordance with and subject to the additional terms and conditions set out in the License Terms attached hereto. Such License Terms, together with the relevant terms of the Order and these Terms, apply to and govern Customer’s License to and use of such Software SDK and/or APIs. Customer requires a valid subscription to the Service in place to receive a license for and to use the Software SDK and/or APIs.
3. Use Restrictions:
Service: Except as expressly set out in the Agreement or expressly permitted by local law, you agree:
(a) not to make alterations to, or modifications of, the whole or any part of the Service, or permit the Service or any part of it to be combined with, or become incorporated in, any other programs unless expressly agreed by us in writing. For the avoidance of doubt, this does not apply to the embedding of the Scenes into other websites or media or other acts of integration which are a normal feature of the Service;
(b) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service or attempt to do any such thing;
(c) not to provide or otherwise make available the Service, in any form to any person, unless such provision is a normal feature of the Service);
(d) not to use the Service or any Scenes created through the use of the Service for any illegal or unethical purposes or in any manner which may infringe or violate any third parties’ rights;
(e) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Service; and
(f) to adhere to the Scope of use restrictions and conditions applicable to the relevant Plan subscribed to by you. You further acknowledge that the Service Plans enable use of different features and Service and agree to only use those features and Service as permitted by your purchased Plan.
Software SDK and API: The additional use restrictions and obligations set out in the License Terms apply to your access to and use of the Software SDK and/or APIs
Authorised Users: The Service and use of the Software SDK has a maximum number of permitted number of users as specified in the Free plan on our website (“Authorised Users”). You undertake that you will not allow or cause access to or use of the Service and/or Software SDK by a number of persons which exceeds such maximum permitted Authorised Users. You agree that you shall ensure that such Authorised Users use the Service and/or Software SDK in accordance with the terms and conditions of the Agreement and shall be responsible for any such persons’ breach of the Agreement. If we discover that the number of Authorised Users using the Service and/or Software SDK has exceeded the applicable limit, you shall be liable to pay us the fee which would have been charged based on your actual use from the date the applicable limit was exceeded.
Scenes: You acknowledge and agree that the Scenes represent abstract models of the provided Content and are not to be treated as exactly-to-scale for further processing, in particular, without limitation, the Scenes must not be used for building constructions, building refurbishing, exact measurements, or any other use which requires exact measurements.
No Reselling: You are expressly prohibited from reselling any of the Service and/or any other of Archilogic’s services or products without Archilogic’s express written consent.
4. Service Availability and Support
Availability: Archilogic will use its commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for maintenance Service which may be carried out at any time, with or without notice. Access to the Service is provided on an “as is” and “as available” basis which means that we do not warrant the Service will be available, uninterrupted or error-free at all times, and we shall not be liable to you for failure of the same (subject to your statutory rights if a consumer user). In particular, you acknowledge and agree that Service may be subject to limitations, delays and other problems inherent in the use of communication networks and facilities and we have no liability for any delay or failure to access the Service as a result of such problems.
Support: We offer certain support with your use of the Service during Business Hours only and you may access our help center (https://help.archilogic.com/knowledge) or contact us through the email icon in your dashboard. Support for the Software SDK and/or APIs is covered in the License Term.
5. Your Responsibilities
Account: You are responsible for maintaining the security of your Archilogic account. You and your Authorised Users must treat your and their chosen password as confidential and not disclose it to any third party. You are fully responsible for all activities that occur under your account and any other actions taken in connection with your account. You must immediately notify Archilogic of any unauthorized use of your account or any other breaches of security. We have the right to disable your account and terminate the Agreement at any time if in our reasonable opinion you have failed to materially comply with any of Your responsibilities under section 3 and this section 5 of the Agreement and/or in the License Terms.
Applicable laws: You will comply with all applicable laws and regulations in respect of your and, where applicable, your Authorised Users use of the Service, Software and/or APIs.
Content: For any materials, data or information which you or your Authorised Users (as applicable) upload, input or require us to input on your behalf in your use of the Service, Software SDK and/or APIs (“Content”), including any 2D floor plans you upload or where you make use of a feature of the Service that allows you or your Authorised Users to import, upload, link to, present, share, embed or otherwise make material available to third parties through your use of our Service and the Scenes (“share”), you and your Authorised Users must comply with and ensure compliance with the below Content standards. You are responsible for the Content (including its legality, reliability, integrity, accuracy and quality) and agree to indemnify us for any loss or damage we suffer as a result of your and/or your Authorised Users’ breach of the below content standards.
You represent and warrant that any Content:
- (a) will not infringe the proprietary rights, including but not limited to the intellectual property rights, of any third party;
- (b) is accurate (where it states fact) and is genuinely held (where it states opinions);
- (c) complies with applicable laws and regulations in any country from which the Content is posted;
- (d) will not contain any material which is defamatory, obscene, offensive, hateful, inflammatory or illegal;
- (e) will not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- (f) will not promote sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- (g) is not made or operated in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
- (h) will not violate the privacy or publicity rights of any third party; and
- (i) is not likely to mislead any person, including into thinking that you are another person or company or as to the source of the Content (such as spoofing).
Archilogic has the right (though not the obligation) to, in Archilogic's sole discretion, refuse or remove any Content that, in Archilogic's reasonable opinion, violates any terms of the Agreement or is in any way harmful or objectionable or infringes or violates any third party’s rights. You acknowledge that we also have the right to disclose your identity to any third party who is claiming that any Content shared by you constitutes a violation of their intellectual property rights, or of their right to privacy.
6. Our Rights to the Content
Archilogic acknowledges that, as between you and Archilogic, you are the owner of the Content you share on or through the Service, Software SDK and/or APIs, (except for any Content or part thereof which is generally available publicly or through other sources separate to the Agreement).
In order to use the Service, Software SDK and/or APIs we require you to, and you hereby agree to, grant us and our third party service providers the non-exclusive, royalty-free, worldwide, perpetual, transferable right to use, reproduce, distribute, prepare derivative works of, display and perform the Content for and in connection with: (i) the operation and provision of the Service, Software SDK and/or APIs; and (ii) generating and featuring the Scenes on our Service; provided that such use after the expiration or termination of the Subscription Term does not include any of your personal data without your express written permission. You acknowledge and agree that we may use anonymised Content at any time for the purposes of providing, updating, improving and developing our services. You warrant to us that you have all necessary rights and licenses to and applicable consents for the Content for the lawful transfer to and use by us of such Content in accordance with the Agreement.
7. Intellectual Property
We are the owner or licensee of all intellectual property rights in (i) our Service and all underlying software and all related documentation and materials accessed through the Service, and the material published on it, (ii) the Scenes (subject to section 6 above), (iii) the Software SDK and APIs and related documentation, and (iv) any updates, developments and/or improvements made to the Service, Scenes, Software SDK, APIs and our products and services. These works are protected by copyright laws and treaties around the world. All such rights are reserved. Except as expressly stated herein or enabled by the proper operation of the Service, the Agreement does not grant you any rights to or in intellectual property rights or licences in respect of the Service.
Archilogic reserves the right to display attribution on the Service, Scenes and Software SDK, such as ‘Powered by Archilogic'. Any such attributions or other footer credits or attributes may not be altered or removed.
8. Subscriptions and payment
Fees: Unless otherwise agreed in the applicable Order, the Service subscription for the Free Plan is free of charge except for payment of the relevant Fees for each Scene purchased by you. The Fees payable for each additional Scene created through the Service (up to the maximum permitted for the Service), are indicated in the applicable Order and the Free Plan. Except as otherwise specified in your Order, you will be charged at the time of each request for Scenes. The available payment methods will be indicated in the applicable Order and all such payments and charges shall be made in accordance with the payment section below. The Fees are exclusive of any applicable sales or value added tax.
Payment: You hereby authorize us to collect from your payment card, details of which you provide to us on the date you first purchase a Scene (or alternative payment card details provided for further Scene purchases). Fees payable for purchases of additional Scenes will be charged at the time you purchase such Scene and using the same payment card originally used for the first purchase (unless you elect to use an alternative payment card at the time of purchase). The Fees are, non-refundable (except in the case of your statutory rights where you are a non-business user or where we state otherwise in this Agreement or in the Order process).
Delay or Failure to pay: If we are unable to collect from your payment card the relevant amounts due within 10 days of the relevant due date, and without prejudice to any of our other rights and remedies:
- (a) we may, without liability to you, disable your account and access to all or part of the Service and Scenes and we shall be under no obligation to re-enable the same until such fees have been paid (including any interest where applicable); and
- (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current US Federal Funds Rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.
Fee changes: We reserve the right to change the fees for the Scenes and the most current price will be displayed at the time you order such Scenes. Where we are required to provide you with prior notice of such fee changes by applicable mandatory law, we will provide you with such required notice and the fee change will take effect on the date of notified to you. Scenes already ordered will not be affected by the fee change.
9. Subscription Term
Subscription Term: Your right to access and use the Service and use the Software SKD and/or APIs (as applicable shall continue for the Subscription Term, unless terminated earlier in accordance with section 10.
By creating a Service account you are requesting immediate performance of the Agreement.
10. Suspension and Termination Rights and Refunds
Our rights to suspend the Service and/or Your access to the Service, Software SDK and/or APIs:
We may, on notice to you, suspend your access to and/or use of the Service, Software SDK and/or APIs (i) if you infringe our Intellectual Property Rights, (ii) if you are in material breach of this Agreement, and/or (ii) for your delay or failure to pay pursuant to clause 5 (Your obligations) and 8 (Subscriptions and payment).
Your Termination of the Agreement: You can upgrade to an enterprise plan or terminate the Agreement and your access to Service, Software SDK and/or APIs at any time following the instructions on our website or otherwise notifying us by email. Unless you are entitled to a refund under the Agreement or as required by applicable mandatory law (which cannot be excluded by us), Fees paid for Scenes will not be refunded.
Non-Business Use: If you are using the Service as a consumer / non-business user, your statutory rights are not affected and you may have additional legal rights to cancel an order for Scenes than are set out in these Terms. If applicable consumer laws allow you to cancel and receive a refund, such as in the event the Scenes do not meet the required standards of applicable consumer laws, we will reimburse you in accordance with the requirements of such applicable local law and using the same means of payment as you used for the initial transaction, unless agreed otherwise. We reserve the right to deduct an amount which is in proportion to those services that have been performed up until the point you communicate cancellation to us. In any event, you will not incur any fees as a result of the reimbursement.
Mutual Termination Rights: Either party may terminate the Agreement in the event the other party:
- (a) is in material breach of the Agreement and where such breach is capable of being remedied, fails to remedy the breach within 30 days’ notice of such breach; or
- (b) voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
Archilogic Termination Rights:
We may terminate the Agreement without cause in respect of your access to and use of the Service, Software SDK and/or APIs at any time upon notice to you (subject to the right to continue using relevant Scenes according to the “Termination Obligations” section below).
We may further terminate the Agreement and remove your account information and data (including Content) from the Service in any of the following events: (i) the Service, Software SDK and/or APIs are discontinued; (ii) we lose the right to provide you with the Service, Software SDK and/or APIs; or (iii) where the provision of the Service, Software SDK and/or APIs or part of the Service, Software SDK and/or APIs becomes unlawful.
Termination Rights and Obligations: Upon termination or expiration of the Agreement for any reasons, you must immediately cease use of and access to the Service, Software SDK and/or APIs and pay all fees due to Archilogic up to and including the date of termination or expiration. Scenes will continue to be available for use after termination of the Service where you have moved to a paid for service and such Scenes will be included in your Scene quota for such paid for Service. You may request to download your Scenes prior to termination or expiration, however the features and functionalities of the Scenes made available by use through the Service will no longer be available once downloaded the Agreement.
Surviving provisions: All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
11. Privacy and Content Security
Data Privacy. In this clause 11 “Personal Data” means data about an individual who can be identified either from that data or by combining the data with other information which we have access to.
Both of us must comply with all laws relating to the protection of Personal Data which apply to our respective businesses. If you are a consumer, our Privacy Policy found here will apply to the processing of your Personal Data.
If you are a business, the following terms and conditions apply to the processing of your Personal Data:
You warrant that you have the right to transfer your Personal Data to us so that we may lawfully use, process and transfer it in accordance with the Agreement on your behalf.
To the extent you upload any Content through your use of the Service, Software SDK and/or APIs containing Personal Data and we are deemed to be a processor of such Personal Data, we will:
- (a) process such Personal Data in accordance with your instructions and only as necessary for the provision of the Service to you;
- (b) take reasonable appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage as is appropriate to the harm that might result;
- (c) ensure that anyone who has access to and/or processes Personal Data is obliged to keep it confidential;
- (d) not transfer the Personal Data outside of the European Economic Area, the UK or Switzerland without ensuring adequate measures are in place to protect the Personal Data as required by applicable data protection laws;
- (e) notify you promptly and without undue delay if we become aware of a breach of security which has resulted in the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Data;
- (f) if you ask us to and in any event on termination of the Agreement, delete or return to you all copies of the Personal Data;
- (g) provide you with reasonable assistance and information to allow you to comply with your obligations under applicable data protection laws;
- (h) maintain complete and accurate records and information to show we have complied with this clause 11; and
- (i) permit you (or your third party auditor) to audit our compliance with these terms on giving reasonable notice to us, provided that any third party auditor mandated by you to conduct such audit has entered into confidentiality undertakings which are satisfactory to us and you use reasonable endeavours to ensure that any such audit is designed to minimise disruption to our business.
Where we are acting as a processor of your Personal Data, you consent to us using subprocessors to process your Personal Data as long as:
- (a) we let you know if we are going to change one of them at least ten (10) days before we do so (and if no reasonable objection is received by you before the expiry of such 10 day notice period, you will be deemed to have agreed to such subprocessors);
- (b) we ensure that they are subject to terms which comply with applicable law regarding the protection of Personal Data; and
- (c) we remain liable for any breach of this clause 11 by them.
Back Up. You acknowledge and agree that we are not responsible for backing up the Content and for this reason, we ask that you keep your own copy of all such Content at all times.
12. Disclaimer of Warranties.
Where you are using the Service Software SDK and/or APIs as a consumer, the below disclaimer does not affect any statutory rights you may have under applicable local law. If you have any issues or concerns regarding the Service Software SDK and/or APIs, please contact us at support@archilogic.com.
In addition to the disclaimer of warranties set out in section 4 we make no warranties that defects in the Service, Software SDK and/or APIs will be corrected or that the Service, Software SDK and/or APIs or the server that makes the Service available is free of viruses or anything else which may be harmful or destructive.
You acknowledge that the Service, Software SDK and/or APIs has not been developed to meet your individual requirements, and that it is your responsibility to ensure that the facilities and functions of the Service, Software SDK and/or APIs meet your requirements. You assume full responsibility for results obtained from the use of the Service, Software SDK and/or APIs and from conclusions drawn from such use, including damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with your use of the Service or any actions taken by us at your direction.
Except as expressly provided for in these Terms, we and our associated companies and suppliers, to the extent permitted by law, disclaim all other warranties, representations, terms and conditions, whether express or implied by statute, common law or otherwise, including without limit warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use and satisfactory quality, and non-infringement, are hereby excluded.
13. Limitation of Liability.
Where you are using the Service as a consumer, we do not limit or exclude our liability where we are not legally permitted to do so under applicable mandatory local law and in such case, some of the below limits and exclusions may not apply to you.
To the fullest extent permitted by law, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for (i) any special, indirect or consequential loss or damages, (ii) the cost of procurement for substitute products or Service; (iii) interruption of use or loss or corruption of data; or (iv) loss of profits, loss of business or depletion of goodwill, arising out of or in connection with the Agreement.
To the fullest extent permitted by law, in addition to the other exclusions set out in this section 13, We shall have no liability:
- (a) for any other third party products or Service accessed and/or used by you through the Service;
- (b) where any failure to provide the Service is caused by a network, hardware or software fault in equipment which is not under our control;
- (c) for your acts or omissions;
- (d) for your use of the Service, Scenes, Software SDK and/or APIs in breach of the Agreement;
- (e) for your use of the Scenes when not hosted via our Service; or
- (f) for any unauthorised access to the Service including a malicious security breach.
To the fullest extent permitted by law, our total aggregate liability to you arising out of or in connection with the performance or contemplated performance of the Agreement shall be the higher of: (a) the total fees paid by you to us under the Agreement during the twelve (12) month period prior to the date the cause of action arose; or (b) $100.
Nothing in the Agreement excludes or limits our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded by applicable law.
You assume sole responsibility for results obtained from your use of the Service, Scenes, Software SDK and/or APIs, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or materials provided to us by you in connection with the Service or any actions taken by us at your direction.
The Service may contain links to other websites. These third party websites are provided either to allow you to use certain features of the Service or for your information only. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or any performance of any contract entered into by you with such third party. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third party website. We do not endorse or approve any third-party website nor the content or Service of any third-party website made available via the Service.
14. Indemnification.
You agree to defend, indemnify and hold harmless Archilogic from and against any and all claims, losses, damages, expenses and costs, including without limitation reasonable court costs and legal fees, arising out of or in connection with your use of the Service, Software SDK and/or APIs in violation of the Agreement.
15. Changes to the Agreement
The Agreement may be changed by us from time to time. Changes will be effective immediately upon posting of the updated Agreement on this web page. Where appropriate (such as a variation to fees) and/or as required by applicable law, we will also provide advance notification to you by e-mail. You are responsible for ensuring you are familiar with the latest version of the Agreement. Continuing to use the Service, Software SDK and/or APIs after the change takes effect represents your agreement to be bound by the Agreement as amended.
Archilogic may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Unless we notify you otherwise, such new features and/or Service will be subject to new terms and conditions of the Agreement.
16. Other Important Terms
Transfer: We may transfer our rights and obligations under the Agreement to another organisation, but this will not affect your rights or our obligations under the Agreement. You may only transfer your rights or obligations under the Agreement to another person if we agree in writing.
Entire Agreement: The Agreement sets out the entire agreement and understanding between us and supersedes any previous agreement between us relating to its subject matter. The Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by you in connection with the Agreement shall not be binding on Archilogic. In entering into the Agreement each party acknowledges and agrees that it has not relied on any representations made by the other except as set forth in the Agreement and any such representations are excluded, except where you are using the Service as a consumer where you may have rights under applicable law to rely on certain representations made by us. Waiver: If we fail to insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Severability: Each of the terms and conditions of the Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
Governing law and Jurisdiction: Please note that the Agreement, its subject matter and its formation, are governed by substantive Swiss law excluding conflict of law rules. You and we both agree that the courts of Zurich, Switzerland shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Agreement.
APPENDIX 1– Software License Terms and Conditions
These additional Software license terms and conditions (“License Terms”) apply to and govern (together with the relevant terms and conditions of the Terms and the Order) your license to and use of the Software SDK and/or APIs, as applicable, and related Support where you has purchased a license to use the Software SDK and/or APis and such Support, as indicated in the Order. These License Terms shall prevail in the event of any conflict between the License Terms and the rest of the Terms.
1. Definitions.
The capitalised terms used in these License Terms and not otherwise defined in the Terms shall have the meaning set out below:
Delivery: has the meaning given in section 2.1;
License Term: the term of your license to use the Software SDK granted hereunder which shall run concurrently with the Subscription Term (as defined in the Terms);
Maintenance Releases: has the meaning given in section 4.2 of these License Terms; and
Warranty Period: means 3 months from the date of Delivery.
2. Software SDK Delivery and Integration
2.1 Subject to payment of the relevant Fees, we will (i) make the Software SDK and/or APIs, as applicable, and the related Software Specifications available to you on or after the relevant Order Date, and (ii) provide you with the relevant license key to activate the Software SDK and/or the relevant access credentials to access the API. Delivery and acceptance of the Software SDK and/or APIs, as applicable, shall occur on the date such license key and/or access credentials are made available to you (“Delivery”). you is solely responsible and liable for integration of the Software SDK.
3. Software SDK License
3.1 Subject to you paying the relevant Fees and having a valid subscription in place for the Service, Archilogic hereby grants to you a non-exclusive, non-transferable, non-sublicensable License for the License Term to (as applicable) (i) integrate and use the Software SDK, and/or (ii) access and use the API in accordance with this Section 3, the Order and the Terms solely for your internal business operations.
3.2 You may:
3.2.1 integrate the Software SDK for your business operations only and in accordance with the Software Specifications and the Scope and limitations of the Software SDK license set forth in these License Terms and the Order;
3.2.2 access and use the APIs only in accordance with the applicable Software Specifications, these License Terms and the relevant Scope;
3.2.3 make copies of the Software SDK solely for back-up purposes and only to replace the Software SDK copy if such copy is lost, destroyed or becomes unusable. This back-up copy cannot be used for other purposes and must be destroyed when you lose the right to use the Software SDK or when the License Term expires or is terminated for any other reason; and
3.2.4 observe, investigate or test the functioning of the Software SDK in order to determine the ideas and principles that underlie any element of the Software SDK provided that this is done only while performing any of the permitted acts of integrating and using the Software SDK and any results of such testing are deemed the Confidential Information of Archilogic.
3.3 You shall not:
3.3.1 take any action which would jeopardise our rights and title to the Software SDK, APIS and Software Specifications;
3.3.2 remove or change the labels, instructions or trademark signs contained in the Software SDK, APIs or the Software Specifications;
3.3.3 except as expressly permitted by applicable law, disassemble, reverse engineer or decompile the Software SDK, APIs or any part thereof, or otherwise derive or attempt to derive its source code;
3.3.4 use developer, test or integration versions of the Software SDK for purposes other than for development work or tests and, in particular, you will not install the developer, test or integration versions of the Software SDK in live or back-up systems;
3.3.5 make the Software SDK, APIs, APIs access credentials, Software Specifications or any license keys provided to you accessible to third parties or to employees other than those who have been appointed by you to work in connection with the Software SDK and/or APIs and provided that you shall remain liable for any breach of the Agreement by such employees and third parties;
3.3.6 make changes or modifications to the core functionality or source code of the Software SDK and/or the APIs or otherwise create any derivative work of any part of the Software SDK and/or APIs;
3.3.7 allow the Software SDK and/or APIs to become the subject of any charge, lien or encumbrance;
3.3.8 access or use the Software SDK and/or APIs in any manner or perform any action with the intent of introducing any Viruses;
3.3.9 use the Software SDK and/or APIs to provide any service related to the Software SDK and/or APIs, to or for the benefit of any third party, or use the Software SDK and/or APIs, develop software products which are competitive with any of the Software SDK and/or APIs; and/or
3.3.10 sell, license, sublicense, distribute, assign or otherwise transfer to a third party the Software SDK and/or APIs or any copy thereof, in whole or in part, without the express prior written consent of Archilogic.
3.4 Except as otherwise set out in these License Terms, Archilogic expressly reserves all rights to the Software SDK and the APIs including without limitation, to publish, duplicate, process, use or exploit the Software SDK and APIs.
4. Software SDK Support
4.1 Archilogic will provide the relevant Support for the Software SDK during the License Term.
4.2 Support for the Software SDK does not include support for any hardware or associated equipment on which the Software SDK is installed or integrated or any related software or applications or other third party software.
4.3 As part of the Support for the Software SDK, Archilogic may also issue updates for the Software SDK or maintenance releases by way of a local fix or patch or a temporary by-pass solution to fix bugs or resolve issues reported by customers through the Support (“Maintenance Releases”). You will install such Maintenance Releases promptly and acknowledges that the Support for previous version of the Software SDK shall only continue for the period from the date the new Maintenance Release- is released.
5. Warranty
5.1 The Terms and conditions of Clause 12 of the Terms apply to these License Terms.
6. Your Obligations
6.1 In addition to complying with its obligations set out in clause 3 and 5 of the Terms, you shall:
6.1.1 keep all copies of the Software SDK and access credentials for the APIs secure and comply with the obligations and License restrictions set forth in section 3 of these License Terms and the applicable Order;
6.1.2 be responsible and liable for anyone to whom it gives access to use the Software SDK and/or APIs and any breach of the Agreement by such users; and
6.1.3 be responsible for backing-up its data to ensure recovery of its data.
6.2 You shall keep complete and accurate records (including without limitation complete copy of the log files for the Software SDK, where applicable) to permit accurate assessment of your compliance with its permitted Scope of use as set out in these License Terms and the applicable Order. Archilogic may include in its Software SDK functionality which periodically monitors and reports to Archilogic the Scope and use of the Software SDK. To the extent such functionality is not available, you shall permit Archilogic to perform an audit of your use of the Software SDK and Software Specifications. Archilogic will endeavour to comply with the reasonable security requirements of you during such audit and upon written request may provide you with a copy of its audit report.
7. License and Support Fee.
7.1 Unless otherwise agreed in the relevant Order, the fees payable by you for the Software SDK licenses and rights to use the API and related Support hereunder are included in the Subscription Fee and/or Supplemental Fees, as applicable, payable by you.
7.2 In addition to the rights of Archilogic set forth in clause 5 of the Terms if Archilogic has not received payment of the relevant Subscription Fee and/or Supplement Fees within 30 days after the due date(s) set out in the Order, and without prejudice to any other rights and remedies, Archilogic may, after 10 days written notice to you, terminate or suspend your License to use the Software SDK and/or APIs and/or suspend the provision of the Support for the Software SDK and/or APIs.
7.3 Archilogic shall be entitled to change the Fees in accordance with clause 5 of the Terms.
7.4 In the event you exceed or request to exceed the Scope of use of the Software SDK and/or APIs as set out in the applicable Order, it shall pay the relevant Monthly Usage Fees for such additional usage in accordance with clause 5 of the Terms. Where required by Archilogic for such excess usage, you shall promptly execute a new Order with Archilogic and pay the applicable additional fees payable for such excess/additional usage in accordance with such Order.
8. Intellectual Property. The terms and conditions and intellectual property ownership rights set forth in clause 7 (Intellectual Property) of the Terms shall apply to these License Terms. Any breach of such clause 7 shall constitute a breach of these License Terms.
9. Privacy and Content Security. The terms and conditions set forth in clause 11 (Privacy and Content Security) of the Terms shall apply to these License Terms.
10. Term and Termination
10.1 These License Terms shall commence on the Effective Date and run for the duration of the License Term unless the Agreement or these License Terms are terminated earlier in accordance with the Agreement. Termination of the subscription to the Service shall automatically terminate your License to the Software SDK and/or APIs and these License Terms.
10.2 Without affecting any other right or remedy available to it, either party may terminate these License Terms in accordance with clause 10 of the Terms.
10.3 On termination of these License Terms for any reason each party will comply with its respective obligations under clause 10 of the Terms.
11. Limitation of Liability. The limitations and exclusions of liability set out in clause 13 of the Terms shall apply to these License Terms.
12. General. All of the terms and conditions set forth in clauses 6, 14, 15 and 16 of the Terms shall apply to these License Terms, including without limitation that these License Terms are governed by the substantive laws of Switzerland and the parties submit to the exclusive jurisdiction of the courts of Zurich, Switzerland.
