Camera Unit Subscription Terms

Introduction

Where the Client has selected a Camera Unit as part of its Giraffe360 Service, these Camera Unit Subscription Terms (the “Camera Terms”) apply to and govern the supply, access to and use of the Camera Unit under the Client’s Camera Subscription.

Camera Unit 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”).

The Camera Terms form part of the Giraffe360 Legal Terms governing the Client’s use of the Giraffe360 Service and the contractual relationship between the Client and Giraffe360.

Capitalised terms used but not defined in these Camera Terms have the meanings given to them in the Giraffe360 Product Glossary.

These Camera Terms shall take effect when the Client places an order for a Camera Subscription with Giraffe360. By placing such an order, the Client agrees to and accepts these Camera Terms.

1. Supply and Ownership of the Camera Unit

1.1 Subject to payment of the applicable Camera Subscription Fee and, where applicable, Delivery Fee and/or Security Deposit required by Giraffe360 in accordance with these Camera Terms, Giraffe360 shall deliver to the Client to the Delivery Address the number of Camera Units specified in the relevant order.

1.2 Each Camera Unit provided to the Client remains the property of Giraffe360 at all times. The Client obtains only a right of possession and use of the Camera Unit for the Camera Subscription period, subject to these Camera Terms, and has no other right, title or interest in the Camera Unit.

1.3 The Client shall ensure each Camera Unit remains identifiable as Giraffe360's property and, wherever possible, keep any visible marking to that effect attached to the Camera Unit.

2. Additional Camera Units

2.1 The Client may subscribe for one or more additional Camera Units during an existing Camera Subscription Period, subject to Giraffe360’s applicable fees.

2.2 Where the Client subscribes for an additional Camera Unit, the Camera Subscription for that Camera Unit shall commence on its Delivery Date and shall be co-termed with the Client's existing Camera Subscription(s) and Content Studio Subscription. The Subscription Period, the Billing Period and the Overage Charging Period shall not be reset, renewed or extended.

3. Risk, Loss and Damage

3.1 The risk of loss, theft, damage or destruction of the Camera Unit passes to the Client upon delivery of the Camera Unit to the Delivery Address (whether to the Client or to any person accepting delivery on the Client’s behalf) and remains with the Client throughout the Camera Subscription Period until the Camera Unit is returned to Giraffe360.

3.2 The Client must notify Giraffe360 in writing immediately upon becoming aware that a Camera Unit has been lost, stolen, damaged or destroyed while at the Client’s risk.

3.3 If a Camera Unit is lost, stolen, damaged or destroyed while the risk in the Camera Unit remains with the Client, the Client shall pay Giraffe360 the Replacement Value of the affected Camera Unit, as specified in the Giraffe360 Product Glossary.

4. Use and Care of the Camera Unit

4.1 The Client shall, in respect of each Camera Unit:

(a) keep it in as good operating condition as it was on the Delivery Date, fair wear and tear excepted;

(b) take reasonable steps to ensure that the Camera Unit is safe and does not present a risk to health when set up, used, cleaned or maintained;

(c) not repair, modify or alter the Camera Unit, or permit any other person to do so, without Giraffe360’s prior written consent;

(d) keep Giraffe360 informed of all material matters relating to the Camera Unit;

(e) permit Giraffe360 or its authorised representatives to inspect the Camera Unit at reasonable times, including by granting access to any premises where the Camera Unit is located;

(f) not, without Giraffe360’s prior written consent, part with possession or control of the Camera Unit (including for the purposes of repair or maintenance), sell, offer for sale, sub-let or lend the Camera Unit, or create or permit to arise any mortgage, charge, lien or other security interest over the Camera Unit;

(g) not do or permit anything to be done that may jeopardise Giraffe360’s title to, or interest in, the Camera Unit;

(h) not permit the Camera Unit to be confiscated, seized or otherwise taken out of the Client’s possession or control under any legal process and, if any such event occurs, immediately notify Giraffe360, and, at its own expense use its best endeavours to secure the immediate release of the Camera Unit;

(i) not use the Camera Unit for any unlawful purpose or in breach of the Giraffe360 Legal Terms.

5. Security Deposit

5.1 Giraffe360 may at its sole discretion require the Client to pay a Security Deposit in respect of one or more Camera Units. Where a Security Deposit is required, the applicable amount shall be communicated to the Client before the relevant Camera Unit is supplied.

5.2 Giraffe360 may deduct from the Security Deposit any amount payable by the Client for loss of or damage to the Camera Unit, other than the permitted wear and tear. The Client shall pay any shortfall within ten (10) days of demand.

5.3 Subject to return of the Camera Unit and any deductions from the Security Deposit made in accordance with this Section in respect of the particular Camera Unit, Giraffe360 shall refund the Security Deposit (or any remaining balance) to the Client within ten (10) business days of receipt of the Camera Unit by Giraffe360.

6. Limited Hardware Warranty

6.1 Giraffe360 warrants that the Camera Unit is free from defects in workmanship and materials, and will, at its option, repair or replace any Camera Unit found to be defective as a result of faulty materials or workmanship during the applicable Camera Subscription Period, provided that:

(a) the Client promptly notifies Giraffe360 of the defect after discovering (or when it ought to have discovered) it;

(b) after receiving the notice, Giraffe360 is given a reasonable opportunity to examine the Camera Unit, and the Client provides such reasonable assistance as Giraffe360 may request to determine the cause of any fault or defect, including returning the Camera Unit to Giraffe360 if requested; and

(c) the defect does not result from the Client’s failure to follow Giraffe360’s instructions regarding the storage, use or maintenance of the Camera Unit, any failure to follow good trade practice, improper use or use outside the Camera Unit’s normal application, or any alteration or repair by the Client or a third party without Giraffe360’s written consent.

6.2 Repair or replacement under this Section is the Client’s sole remedy for defects in a Camera Unit. Giraffe360 pays the shipping costs of valid warranty claims, and a replacement Camera Unit continues under the same Camera Subscription.

7. Return of the Camera Unit

7.1 The Client shall return the Camera Unit, including any hardware and accessories received from Giraffe360, to the address specified by Giraffe360 within seven (7) business days after the Camera Subscription ends. Where necessary, Giraffe360 or its authorised representatives may, on reasonable prior notice, access the premises where the Camera Unit is located to collect it, and the Client shall provide or procure such access.

7.2 The Client shall return each Camera Unit in its original packaging. If the original packaging is lost, damaged or otherwise unavailable, the Client shall securely pack the Camera Unit using suitable protective packaging sufficient to protect it against loss or damage during transit. The Client shall be responsible for any loss of or damage to the Camera Unit resulting from inadequate or improper packaging and shall indemnify Giraffe360 against any resulting losses, damages and reasonable repair or replacement costs.

7.3 If the Client fails to return the Camera Unit within the period indicated herein, the Client shall continue to pay the standard monthly Camera Subscription Fee (based on the price list last applicable) until the Camera Unit is returned.

8. Camera Unit Specific Indemnity

8.1 The Client shall indemnify, defend and hold harmless Giraffe360 and its 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 loss of or damage to a Camera Unit while at the Client’s risk, to the extent not already compensated by payment of the Replacement Value;

(b) any third-party claim arising from the Client’s possession, control, operation or use of a Camera Unit, including any personal injury or damage to property caused by the Client’s negligent or improper use of the Camera Unit; or

(c) the Client’s material failure to comply with its obligations relating to the possession, care, control, use or return of a Camera Unit under these Camera Terms,

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

9. Fees Relating to the Camera Unit

9.1 The Camera Subscription will be subject to the fees set out in Giraffe360’s price list. Giraffe360 shall invoice the Client in accordance with the applicable Billing Period, and payment of all amounts due in connection with the Camera Subscription shall be subject to the applicable payment provisions of the Giraffe360 Subscription Terms.

9.2 The Client shall be responsible for any applicable taxes, charges, levies, customs duties, import duties or similar governmental charges arising in connection with the supply, delivery, importation or return of a Camera Unit.

10. Application of the Giraffe360 Legal Terms

10.1 The Camera Unit is provided to the Client as part of the Camera Subscription and is designated to operate in conjunction with the Giraffe360 Service. A Camera Unit may only be used with an active Content Studio Subscription.

10.2 The Camera Subscription and the Content Studio Subscription are separate but interrelated subscriptions. The Camera Subscription is governed by these Camera Terms and the applicable Giraffe360 Subscription Terms. These Camera Terms, the Giraffe360 Product Glossary, the Giraffe360 Subscription Terms and, where applicable, the Data Processing Agreement (the “DPA”) together constitute the Giraffe360 Legal Terms governing the relationship between Giraffe360 and the Client.

10.3 In the event of any conflict or inconsistency between these Camera Terms and any other applicable Giraffe360 Legal Terms in relation to the Camera Subscription or the provision, possession, care, use or return of a Camera Unit, these Camera Terms shall prevail to the extent of such conflict or inconsistency.

10.4 The provisions of the other applicable Giraffe360 Legal Terms relating to general contractual matters, including payment, notices, assignment, force majeure, waiver, entire agreement, severability, language, governing law and jurisdiction, shall apply to these Camera Terms unless expressly stated otherwise herein.

10.5 The contractual relationship between the Client and Giraffe360 ends only when all of the Client’s Subscriptions have ended, however arising, all outstanding amounts have been paid and, where applicable, all Camera Units have been returned in accordance with these Camera Terms.

11. Miscellaneous

11.1 Sections 3 (Risk, Loss and Damage), 7 (Return of the Camera Unit) and 8 (Camera Unit Specific Indemnity) shall survive termination or expiry of the Camera Subscription and the Giraffe360 Legal Terms.

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