Giraffe360 Subscription Terms

1. Introduction

1.1 Giraffe360 is a technology company providing solutions for the creation, processing, management and delivery of real estate media and related property data through its proprietary hardware, software and technology platform (the “Giraffe360 Service”), designed for real estate agents, brokers, photographers and other real estate industry professionals (each, a “Client”).

1.2 The Giraffe360 Service is provided:

(a) for Clients in the UK, the European Union and other European countries - by Giraffe360 Limited, a company registered in England, company number 11274984, with its office at 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN; and

(b) for Clients in the USA and Canada - by Giraffe360, Inc., a Delaware Corporation, with its office at 252 NW 29th St, 9th Floor, Miami, FL 33127, (each, as applicable “Giraffe360”).

1.3 The Giraffe360 Service, including its features, functionality and usage limits, is described in the Giraffe360 Product Glossary, which also defines any capitalised terms not defined in these Subscription Terms.

1.4 These Giraffe360 Subscription Terms (the “Subscription Terms”) govern the Client’s subscription to, access to and use of the Giraffe360 Service. They also apply to the Camera Subscription except to the extent the Camera Terms govern the Camera Subscription or the provision, possession, care, use or return of a Camera Unit, in which case the Camera Terms shall prevail.

1.5 These Subscription Terms, the Giraffe360 Product Glossary and, where applicable, the Camera Terms, the Data Processing Agreement (the “DPA”) and any other document setting out terms agreed between Giraffe360 and the Client (together the “Giraffe360 Legal Terms”) shall be read together as the contractual terms governing the relationship between Giraffe360 and the Client.

1.6 By placing an order, the Client accepts and agrees to be bound by the Giraffe360 Legal Terms.

2. Subscription

2.2 The Client’s right to access and use the Giraffe360 Service shall be limited to the scope of the Subscription selected by the Client and any applicable usage limits set out in that respect.

2.3 Except for the rights expressly granted under the Giraffe360 Legal Terms, no right, title or interest in or to the Giraffe360 Service is granted or transferred to the Client.

2.4 The Client may request a Subscription Change Plan, Upgrade or Downgrade as provided for by the Giraffe360 Product Glossary. Any resulting fees shall be determined by Giraffe360 based on the applicable circumstances and communicated to the Client.

3. Client Accounts and Security

3.1 The Client shall ensure that all usernames, passwords and other credentials used to access the Giraffe360 Service are kept confidential and secure, and are not disclosed to any unauthorised person. The Client is responsible for maintaining the confidentiality of its Client Account credentials and for all activities carried out through its Client Account by the Client or its Users.

3.2 The Client shall maintain appropriate safeguards, consistent with good industry practice, to prevent unauthorised access to or use of the Giraffe360 Service.

3.3 The Client shall promptly notify Giraffe360 if it becomes aware of or reasonably suspects any unauthorised access to or use of the Giraffe360 Service or any loss, theft or misuse of its Client Account credentials.

3.4 Giraffe360 may monitor the Client’s use of the Giraffe360 Service to ensure and improve the quality of the Giraffe360 Service and to verify the Client’s compliance with the Giraffe360 Legal Terms.

4. Client Obligations and Acceptable Use

4.1 The Client shall:

(a) comply with all applicable laws, regulations and the Giraffe360 Legal Terms in connection with its access to and use of the Giraffe360 Service;

(b) ensure that the information provided by or on behalf of the Client in connection with the Giraffe360 Service is accurate and kept up to date;

(c) ensure that its networks, systems, internet browsers and operating systems comply with any applicable technical specifications or requirements specified in the Giraffe360 Product Glossary or otherwise communicated by Giraffe360; and

(d) be responsible for procuring and maintaining the network connections, telecommunications links, hardware and other systems required to access and use the Giraffe360 Service.

4.2 The Client shall not, and shall not permit any other person to:

(a) introduce, access, store, distribute or transmit any Virus or other malicious code through the Giraffe360 Service;

(b) use the Giraffe360 Service to access, store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive or otherwise unlawful;

(c) use the Giraffe360 Service in any manner that is unlawful or causes damage or injury to any person or property;

(d) use any automated system, including bots, spiders, scrapers or similar technologies, to access the Giraffe360 Service in a manner that places an unreasonable or disproportionately large load on the Giraffe360 Service;

(e) interfere with, disrupt or compromise the integrity, operation, performance or security of the Giraffe360 Service;

(f) attempt to gain unauthorised access to the Giraffe360 Service or any related systems or networks;

(g) copy, modify, duplicate, create derivative works from, download, frame, mirror, republish, display, transmit or distribute by any means all or any part of the Giraffe360 Service, except for using Giraffe360 Service as expressly permitted under the Giraffe360 Legal Terms;

(h) reverse compile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying structure of any part of the Giraffe360 Service, except to the extent that such restriction is prohibited by applicable law;

(i) access or use the Giraffe360 Service for the purpose of developing or providing a product or service that competes with the Giraffe360 Service; or

(j) remove, obscure or alter any Giraffe360 proprietary or intellectual property notice, watermark or other attribution included in Giraffe360 Content, except where such removal, obscuring or alteration is permitted under the applicable Subscription, the Giraffe360 Product Glossary or required according to instructions provided by Giraffe360.

4.3 Giraffe360 may suspend or restrict the Client’s access to all or any part of the Giraffe360 Service where Giraffe360 reasonably determines that the Client has breached Clause 4.2, without prejudice to Giraffe360’s other rights or remedies.

4.4 The Client must review all Giraffe360 Content before use or publication and remains responsible for the accuracy and legal compliance of its property listing or marketing, including any required disclosure of digitally altered images. Measurement accuracy figures are set out in the Giraffe360 Product Glossary.

5. Intellectual Property Rights

5.1 All Intellectual Property Rights in the Giraffe360 Service, including the Content Studio and the software embedded in the Camera Unit, shall remain vested in Giraffe360 and/or its licensors. Subject to the Client’s compliance with the Giraffe360 Legal Terms, Giraffe360 grants the Client a non-exclusive, non-transferable licence to access and use the Giraffe360 Service, including the Content Studio, for the Client’s business purposes during the applicable Subscription and within the scope of the features and usage limits included in that Subscription. The licence to use the software embedded in the Camera Unit is limited to use with that Camera Unit during the applicable Camera Subscription. Giraffe360 may install updates to that software automatically, and the Client must not prevent or reverse them.

5.2 All Intellectual Property Rights in Giraffe360 Content added to or created by the Client in the Content Studio shall vest in the Client. To the extent any such rights vest in Giraffe360 by operation of law, Giraffe360 hereby assigns them to the Client. The Client shall ensure that it has all rights, licences, permissions and consents necessary to provide any Uploads, Capture Assets, Client Data or other materials to Giraffe360, to use such materials, and to grant the rights contemplated by the Giraffe360 Legal Terms, without infringing any third-party rights or requiring Giraffe360 to obtain additional licences or pay royalties.

5.3 The Client grants Giraffe360 a worldwide, royalty-free, perpetual, non-exclusive, transferable and sublicensable license to use, copy, reproduce, adapt, modify, display, create derivative works from and distribute the Client’s Giraffe360 Content for the purposes of providing, operating and improving the Giraffe360 Service, developing Giraffe360’s products and services (including training machine-learning and artificial-intelligence models), and for Giraffe360’s marketing purposes.

5.4 By accepting the Giraffe360 Legal Terms, the Client grants Giraffe360 the right to use the Client's name, logo and related trademarks in its publicity and marketing materials, whether in printed or electronic form, for the purpose of identifying the Client as a user of the Giraffe360 Service and in connection with any testimonials provided or approved by the Client, and to use, and permit others to use any feedback provided by the Client concerning the Giraffe360 Service, without restriction and without payment or other obligation to the Client.

5.5 The Client may use the Giraffe360 name, logo and related trademarks solely to describe or promote its use of and experience with the Giraffe360 Service, including through testimonials. Without Giraffe360’s prior written consent, the Client shall not use the Giraffe360 name, logo, trademarks or any other intellectual property of Giraffe360 for any other purpose, including registering domain names, creating materials, or engaging in any activities that impersonate Giraffe360 or are reasonably likely to create a false or misleading impression that the Client is affiliated with, endorsed by, sponsored by, or otherwise officially associated with Giraffe360.

6. Third Party Services and Integrations

6.1 The Giraffe360 Service may interoperate with, link to or enable access to Third Party Services for the Client’s convenience.

6.2 Unless expressly stated otherwise by Giraffe360, Third Party Services are not under Giraffe360’s control and Giraffe360 makes no representation or warranty and assumes no responsibility for their availability, functionality, security, content, products, services or policies.

6.3 The Client’s access to and use of Third Party Services may be subject to the applicable third party’s terms and conditions and thus shall be at the Client’s own risk.

6.4 Where the Client elects to activate any Third Party Service or integration made available through or in connection with the Giraffe360 Service, Giraffe360 shall be entitled to rely on such activation as the Client’s authorisation to access, use, transmit, disclose and otherwise make available to the applicable third-party provider any Giraffe360 Content, Client Data and other information reasonably necessary to enable and operate that Third Party Service or integration, including for its inclusion, use or display within the applicable third-party platform, product or service. The Client shall obtain all consents and authorisations necessary to ensure that such access, use, transmission, disclosure and other provision by Giraffe360, and the subsequent receipt, use, display and processing by the applicable third party provider, are lawful and do not infringe any third-party rights.

7. Data Processing and Protection

7.1 The Client shall ensure that it has all rights, permissions, lawful bases and consents required by applicable law to provide Client Data, Uploads and Capture Assets to Giraffe360 and permit their processing in accordance with the Giraffe360 Legal Terms.

7.2 The Client must ensure that Uploads and Capture Assets do not contain any Prohibited Personal Information. If any Giraffe360 Content contains Prohibited Personal Information that has not been blurred, obfuscated or otherwise rendered illegible, the Client shall:

(a) promptly notify Giraffe360 about it; and

(b) not distribute or otherwise make such Giraffe360 Content publicly visible or available.

7.3 Where applicable, Giraffe360’s processing of personal data on behalf of the Client shall be subject to the DPA, which is incorporated into and forms part of Giraffe360 Legal Terms by reference.

7.4 Giraffe360 may use and retain anonymised or aggregated data derived from Giraffe360 Content, Client Data, Uploads or Capture Assets for the purposes of operating, analysing, developing and improving the Giraffe360 Service, including the development and training of machine-learning and artificial-intelligence models. Such data may be retained and used during and after the applicable Subscription in accordance with the Giraffe360 Legal Terms and the Giraffe360 Privacy Policy.

7.5 Following expiry or termination of the applicable Subscription, Giraffe360 may delete or anonymise Client Data or retain it for as long as reasonably necessary to comply with applicable law, establish, exercise or defend legal claims, maintain appropriate business records, or for any other purpose permitted under the Giraffe360 Legal Terms or the Giraffe360 Privacy Policy.

8. Subscription Period and Renewal

8.1 The Content Studio Subscription shall commence on the date the Client places the relevant order with Giraffe360 or, where ordered together with a Camera Subscription, on the Delivery Date, and shall continue for the applicable Subscription Period.

8.2 Each Subscription shall automatically renew at the end of the then current Subscription Period, unless either party gives written notice of non-renewal. Such notice may be given at any time before or on the last day of the Initial Subscription Period or the then-current Extended Subscription Period (as applicable).

8.3 Except where expressly permitted under the Giraffe360 Legal Terms or required by applicable law, the Client may not cancel a Subscription during its Subscription Period. All fees for that Subscription Period remain payable, and any fees paid are non-refundable.

8.4 Termination of a Camera Subscription shall not, by itself, terminate the Client’s Content Studio Subscription, which shall continue in accordance with the Giraffe360 Subscription Terms and the applicable Subscription Tier.

9. Changes to the Giraffe360 Service

9.1 The Client acknowledges that the Giraffe360 Service is continuously developed and may change from time to time. Giraffe360 may modify, update, replace, enhance or discontinue features or functionality of the Giraffe360 Service.

9.2 Giraffe360 does not warrant or represent that any particular feature or functionality of the Giraffe360 Service will remain available throughout the Subscription Period.

9.3 Any changes to the description, scope, features, functionality, usage limits, technical or operational requirements or other product-specific characteristics of the Giraffe360 Service may be reflected in the Giraffe360 Product Glossary from time to time.

10. Fees and Payment

10.1 The Client shall pay the applicable Subscription Fees and for any additional services, features or usage in accordance with Giraffe360’s applicable price list.

10.2 Giraffe360 shall invoice the Client in accordance with the applicable Billing Period.

10.3 The Client shall pay each invoice in full within the payment period stated in the invoice, without any set-off, counterclaim, deduction or withholding, except as required by applicable law. If and to the extent any deduction or withholding is required by applicable law, the Client shall make it and increase the payment as necessary so that Giraffe360 receives the amount it would have received had no deduction or withholding been required.

10.4 If Giraffe360 has not received payment in full by the applicable due date, then, without prejudice to any other rights or remedies available:

(a) Giraffe360 may, without liability to the Client, suspend or temporarily disable all or part of the Client’s access to or use of the Giraffe360 Service while the relevant amount remains unpaid;

(b) for avoidance of doubt, the Client shall remain liable for applicable Subscription Fees during any period of suspension or disabled access;

(c) interest shall accrue on any overdue amount at a rate of eight per cent (8%) per annum, or the maximum rate permitted by applicable law if lower, from the due date until payment in full, whether before or after judgment; and

(d) the Client shall reimburse Giraffe360 for all reasonable costs incurred in recovering any overdue amount, including applicable invoicing and debt collection processing fees, fees charged by Atradius or any other debt collection service provider, and legal fees.

10.5 All fees are exclusive of VAT, sales tax, use tax and any other applicable taxes, duties or governmental charges, which shall be payable by the Client in addition to the applicable fees.

11. Suspension and Termination

11.1 Without prejudice to any other rights or remedies available to Giraffe360 and without liability for Giraffe360 to the Client, Giraffe360 may suspend or restrict the Client’s access to all or any part of the Giraffe360 Service if:

(a) the Client fails to pay any amount when due and such sum remains outstanding for the next thirty (30) days following Giraffe360 notice;

(b) the Client materially or persistently breaches the Giraffe360 Legal Terms;

(c) Giraffe360 reasonably suspects that the Client’s use of the Giraffe360 Service is unlawful, fraudulent or abusive, or poses a security risk to Giraffe360, the Giraffe360 Service or any third party; or

(d) suspension is reasonably necessary to comply with applicable law or any requirement of a governmental or regulatory authority.

11.2 Where the circumstances giving rise to a suspension have been resolved and the applicable Content Studio Subscription has not been terminated or become subject to termination as a result of such circumstances, Giraffe360 shall restore the Client’s access to the Giraffe360 Service as soon as reasonably practicable and, in any event, within three (3) business days after such circumstances have been resolved.

11.3 Either party may terminate the applicable Content Studio Subscription with immediate effect by written notice if the other party:

(a) commits a material or persistent breach of the Giraffe360 Legal Terms which is incapable of remedy; or

(b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors in any applicable jurisdiction.

11.4 Giraffe360 may terminate the applicable Subscription with immediate effect by written notice if the Client:

(a) infringes Giraffe360’s Intellectual Property Rights;

(b) materially breaches the acceptable-use restrictions under Clause 4.2; or

(c) uses the Giraffe360 Service in breach of applicable law.

11.5 Giraffe360 may terminate the applicable Subscription by written notice if any amount due from the Client remains unpaid for thirty (30) days after Giraffe360 has notified the Client that the amount is overdue.

11.6 Upon expiry or termination of the applicable Subscription:

(a) the Client’s right to access and use the Giraffe360 Service shall cease;

(b) all amounts accrued and payable by the Client shall become immediately due and payable;

(c) except where the Client terminates the Subscription due to Giraffe360’s material or persistent breach, the Client shall remain liable for all fees payable for the remainder of the applicable Subscription Period;

(d) the Client may access or download Giraffe360 Content for the period of three (3) days after termination of all Subscriptions; and

(e) each party shall, upon request, return or destroy the other party’s Confidential Information, except to the extent its retention is required by applicable law or a governmental or regulatory authority.

11.7 Expiry or termination shall not affect any rights, remedies, obligations or liabilities accrued before the effective date of expiry or termination. Sections 5 (Intellectual Property Rights) and 12 (Confidentiality) of these Subscription Terms, and any other provision of the Giraffe360 Legal Terms which expressly or by its nature is intended to survive expiry or termination, shall continue in full force and effect.

12. Confidentiality

12.1 Each party shall keep confidential all Confidential Information received from the other party and shall use it only as necessary to exercise its rights and perform its obligations under the Giraffe360 Legal Terms.

12.2 A party may disclose the other party’s Confidential Information only:

(a) to its employees, representatives, agents and contractors who need to know it for performance under the Giraffe360 Legal Terms and who are bound by confidentiality obligations no less protective than those in this Section; or

(b) to the extent required by applicable law or by a court, governmental or regulatory authority of competent jurisdiction, provided that, where legally permitted, the disclosing party gives the other party prompt notice of the requirement.

12.3 Each party remains responsible for maintaining its own copies and backups of its Confidential Information.

13. Limited Warranties and Disclaimers

13.1 Giraffe360 shall make the Giraffe360 Service available in accordance with the Giraffe360 Legal Terms, provided that the Client complies with all applicable directions, manuals and technical documentation provided by Giraffe360.

13.2 Except as expressly provided in the Giraffe360 Legal Terms, the Giraffe360 Service is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by applicable law, Giraffe360 excludes all representations, warranties, conditions and other terms, whether express, implied, statutory or otherwise, including any implied warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose and non-infringement.

13.3 Giraffe360 does not warrant that the Giraffe360 Service will be uninterrupted, error-free or free from defects, or that it will meet the Client’s particular requirements.

13.4 Giraffe360 shall not be responsible for any interruption, delay, failure or unavailability of the Giraffe360 Service caused by:

(a) Third-Party Services or third-party software, hardware, systems or infrastructure;

(b) errors of bugs of third party software or hardware, internet, telecommunications or network failures;

(c) the Client’s systems, equipment, acts or omissions;

(d) any modification or configuration of the Giraffe360 Service made by or on behalf of the Client without Giraffe360’s authorisation; or

(e) any other circumstances outside Giraffe360’s reasonable control.

14. Giraffe360 Liability

14.1 To the fullest extent permitted by applicable law, Giraffe360 shall not be liable to the Client, whether in contract, tort (including negligence), restitution, breach of statutory duty, misrepresentation or otherwise, for:

(a) loss of profit, revenue, turnover, business, business opportunity, goodwill or reputation;

(b) anticipated saving or wasted expenditure;

(c) loss of or damage to data; or

(d) any indirect, special or consequential loss, damage, cost or expense,

arising out of or in connection with the applicable Subscription, the Giraffe360 Service or the Giraffe360 Legal Terms.

14.2 Nothing in the Giraffe360 Legal Terms excludes or limits Giraffe360’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

14.3 To the fullest extent permitted by applicable law, Giraffe360’s total aggregate liability arising out of or in connection with the Giraffe360 Legal Terms shall not exceed the total Subscription Fees paid by the Client to Giraffe360 during the twelve (12) months preceding the event giving rise to the claim.

14.4 Nothing in the Giraffe360 Legal Terms limits the Client’s obligation to pay any fees or other amounts due to Giraffe360.

15. Client Indemnity

15.1 The Client shall indemnify and defend Giraffe360, its employees, agents and contractors against losses, damages, liabilities, claims, costs and reasonable expenses (including reasonable legal fees) arising out of or in connection with:

(a) any third-party claim arising from the Client’s unlawful or unauthorised use of the Giraffe360 Service;

(b) any third-party claim alleging that Client Data, Uploads, Capture Assets or other materials provided by or on behalf of the Client within Giraffe360 Service infringe or violate any third-party intellectual property, privacy or other rights;

(c) the Client’s material breach of its obligations relating to Client Data, Intellectual Property Rights, Prohibited Personal Information or acceptable use under the Giraffe360 Legal Terms,

(d) the Client’s failure to comply with its obligations relating to Third Party Services, including a third-party provider’s use of Giraffe360 Content, Client Data or related information that the Client authorised Giraffe360 to share,

except, in each case, to the extent that the relevant loss, damage, liability or claim is caused by Giraffe360’s negligence.

16. Miscellaneous

16.1 Communication between Giraffe360 and the Client may be made electronically. Giraffe360 may provide contractual notices to the Client by email to the address provided by the Client, through the Content Studio or by any other method permitted under the Giraffe360 Legal Terms. The Client shall send contractual notices to Giraffe360 using this email address customersuccess@giraffe360.com.

16.2 The Client may not assign or transfer any of its rights or obligations under the Giraffe360 Legal Terms without Giraffe360’s prior written consent. Giraffe360 may assign or transfer any of its rights or obligations under the Giraffe360 Legal Terms without the Client’s consent.

16.3 Neither party shall be liable for any delay or failure to perform its obligations under the Giraffe360 Legal Terms resulting from circumstances beyond its reasonable control, including telecommunications or internet failures, acts of government, war, fire, flood, explosion or civil disturbance. Nothing in this Section shall excuse the Client from any payment obligation under the Giraffe360 Legal Terms.

16.4 Unless expressly stated otherwise in the Giraffe360 Legal Terms, a person who is not a party to the Giraffe360 Legal Terms shall have no right to enforce any of the terms set out therein.

16.5 No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

16.6 Except as expressly provided otherwise, the rights and remedies under the Giraffe360 Legal Terms are cumulative and are in addition to any rights and remedies provided by law.

16.7 The Giraffe360 Legal Terms constitute the entire agreement between the parties in relation to their subject matter and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to that subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty, whether made innocently or negligently, that is not set out in the Giraffe360 Legal Terms.

16.8 Nothing in the Giraffe360 Legal Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other or authorise either party to make or enter into any commitment on behalf of the other.

16.9 The person placing an order for a Subscription on behalf of the Client represents and warrants that they are duly authorised to do so and to bind the Client to the Giraffe360 Legal Terms.

16.10 If any provision of the Giraffe360 Legal Terms is held to be illegal, invalid or unenforceable, that shall not affect the legality, validity or enforceability of the remaining provisions.

16.11 If the Giraffe360 Legal Terms are translated into a language other than English, the translation is for convenience only and the English language version shall prevail to the extent permitted by applicable law.

16.12 Giraffe360 may amend the Giraffe360 Legal Terms from time to time at its discretion. Giraffe360 will notify the Client of any material changes in accordance with the applicable notice provisions.

16.13 The Giraffe360 Legal Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the following laws:

(a) For Clients in the UK, EU and other European countries - laws of England. Each party submitting hereby to the exclusive jurisdiction of the courts of England and Wales.

(b) For Clients in the USA and Canada - laws of the State of New York without giving effect to principles of conflict of laws. Both parties agree to submit to exclusive jurisdiction and convenient forum in the County of New York, State of New York and further agree that any cause of action arising under or in connection with the Giraffe360 Legal Terms may be brought in a court in New York.