we.c.360 AB, corporate no. 556768-9301, and its parent, subsidiaries, and affiliates (collectively, “we.c.360”) provides a platform for real estate visualization using, among other things, 3D and photo technology (the “Platform”). The Platform is provided in the form of a SaaS service (Software as a Service). The Platform is supplied in the form of an iFrame code, web components or a logged-in app or mobile app solution (collectively, the “Services”) and is, during the period of use, located on we.c.360’s server, which minimises the input required on the part of the customers. These general terms and conditions (these “Terms”) shall apply between we.c.360 and our customers with whom we have entered into a Customer Agreement (as defined below) on provision of the Platform (each a “Customer”) or you, as a general user of the Platform and Services (each a “User”) the right to use the Platform on the terms and conditions contained in the Terms. Customers and Users may each be referred to herein as “you” and “your” as the context may require. We.c.360 may change, add, remove, suspend, or discontinue the Services or any portion thereof, temporarily or permanently, without notice or liability to you. As it relates to Customers, these Terms along with all other documents executed by and between Customers and we.c.360, including, without limitation, all order forms and supplemental documentation relating to any additional services to be provided by we.c.260 to Customer shall form the agreement (collectively, the “Customer Agreement”). BY ACCESSING, OR USING THE PLATFORM AND SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS AND AGREE TO BE HELD LIABLE FOR ANY NONCOMPLIANCE HEREWITH. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM OR ANY OF THE SERVICES AVAILABLE THEREON.
As it relates to Customers, we.c.360 shall provide the Platform and any customised content or materials for the Platform in accordance with the Customer Agreement. As it applies to Users, we.c.360 shall provide the Platform and Services to Users in accordance with these Terms. In any event, we.c.360 does not (a) act as a real estate agent for you or any other User; (b) represent you or another User in the purchase, sale or exchange of real property, including any negotiation thereof; or (c) lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property. we.c.360 assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that consumers take based on the Platform or Services or any other information available through or in connection with the Services.
You must be at least 18 years of age to use the Platform or Services. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Platform or Services; and (c) your registration and your use of the Services is in compliance with all applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“Laws”). To access some features of the Services, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as email address or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account(s) with others. Unless you have entered into a Customer Agreement with we.c.360 permitting you to use the Services for transactions on behalf of another person or entity, you may only use the Services for transactions on your own behalf, and not on behalf of any other person.
The Customer shall only use the Platform in accordance with these Terms, the Customer Agreement and with any additional instructions for use issued by we.c.360 at all times. In order to use the Platform, the Customer is solely responsible for meeting the system requirements that apply to such use as may be determined by we.c.360 from time to time. A data traffic limit of 10,000 views per month applies to the Customer. If this limit is exceeded, we.c.360 reserves the right to adjust the ongoing Agreement, or to suspend or restrict the Customer’s access to the Platform. The Customer is solely responsible for ensuring that login details for Customer’s account (each a “Customer Account”) and other similar information is treated as confidential information so that only appropriate authorised personnel have access to the Platform. The Customer is solely responsible for securing all such access to its Customer Account and shall not share its login details with any third party, or allow any third party to access or use the Platform or Services. Customer shall promptly notify we.c.360 in the event of any unauthorized use of or access to the Platform, and provide reasonable assistance to we.c.360 in investigating and preventing the recurrence of such unauthorized use or access. The Customer is responsible for all access and use of the Platform via its Customer Account, including, without limitation, all Customer Content and use of the Platform by the Customer’s employees or other persons given access to the Platform by the Customer. Customer represents and warrant that: (a) Customer has obtained all required authorizations and consents from its client(s) to use the Platform and Services on their behalf; (b) Customer has all rights and licenses necessary in connection with the submission and use of any Customer Content (as defined below); (c) all Customer Content will be accurate, complete, and is not likely to deceive reasonable Users; and (d) Customer will not submit any Customer Content to the Platform and Services that is unlawful, offensive, threatening, libelous, defamatory, obscene, or otherwise violates any third party’s rights or the Terms. “Customer Content” shall mean any materials and information Customer transmits, uploads, provides, submits, or posts to the Platform and Services and any other information provided to we.c.360 in connection therewith, including, without limitation, all photographs, property information, descriptions, biographies, location data, metadata, and other materials submitted by and through the Platform and Services.
By submitting Customer Content to the Platform and Services, Customer hereby grants we.c.360: (i) a royalty-free, transferable, sublicensable, nonexclusive, worldwide right and license to publish, reproduce, modify, create derivative works from, incorporate into other works, distribute, and otherwise exploit any Customer Content in order to provide the Platform and Services. we.c.360 has the right, but no obligation, to prescreen, monitor, edit, or remove any Customer Content submitted through the Platform or Services by any Customer. We.c.360 is under no obligation to edit or control the Customer Content and will not be in any way responsible or liable for any Customer Content. The more detailed terms and conditions relating to the Customer’s use of the Platform, including the agreement Initial Term, content, prices and the like, are set out in the Customer Agreement. When the Initial Term expires (as set forth in the Customer Agreement), the term shall automatically be extended for ninety (90) day periods (each a “Renewal Term”) unless the Customer or we.c.360 terminates the Agreement by written notice to the other party with at least thirty (30) days’ prior written notice prior to the expiration of the then-applicable Initial Term or Renewal Term. The Initial Term and Renewal Term(s) shall collectively be referred to herein as the “Term”.
we.c.360 exclusively owns all right, title, and interest of every kind, including intellectual property rights, to the Platform and Services included in the Platform. No title to or ownership of the Platform or Services, or any proprietary rights therein or related thereto, are transferred under or by virtue of these Terms. We.c.360 reserves all rights in and to the Platform and Services not expressly granted to you under this Agreement. Further, these Terms do not authorize you to use any name, trademark or logo of we.c.360. The Platform and Services are protected by copyright laws and treaties, as well as Laws related to other forms of intellectual property rights. If you provide any suggestions, requests, recommendations, comments or other feedback (“Feedback”) relating to the Platform or Services to we.c.360, you agree that such Feedback is not confidential and will become and remain we.c.360’s property. Such disclosure shall constitute an assignment of all worldwide right, title, and interest of every kind therein to we.c.360, and we.c.360and other authorized entities may freely use the Feedback (for any commercial or non-commercial purpose) without any payment or obligation to you. we.c.360will not be obligated to implement any Feedback or correct any defects, bugs or errors in the Platform or Services identified in the Feedback or otherwise.
Provided you comply with these Terms, we.c.360 grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the Platform and Services for your personal use during the Term. If you are a Customer, you may additionally use the Platform and Services to provide information, to the extent permitted by applicable Law, to your clients and to take actions on behalf of your clients. Except as expressly stated herein, these Terms do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party web sites or otherwise. The Services may include software for use in connection with the Services. The Services may not be used for transactions in commercial real estate, which includes, without limitation, commercially zoned properties and vacation rentals. To use any mobile application feature of the Services (each, an “App”), you must have a compatible mobile device. We.c.360 does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for using an App. You agree that you are solely responsible for any applicable charges. we.c.360 may update any App and may automatically electronically update the version of any App that you have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms will apply to all updated versions of an App. Any third-party open source software included in an App is subject to the applicable open source license and may be available directly from the creator under an open source license. These Terms do not apply to your use of software obtained from a third-party source under an open source license. By using the Platform and Services, you agree not to:
- use the Platform or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights;
- use the Platform or Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses;
- interfere with or disrupt the integrity or performance of the Platform or Services or third-party data contained therein;
- attempt to gain unauthorized access to the Platform or Services or its related systems or networks;
- copy the Platform or Services or any part, feature, function or user interface thereof;
- modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Platform or Services;
- access the Platform or Services in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;
- “harvest” or collect information from the Platform or Services (including information about other Users of the Platform or Services or offerings, products or services available on the Platform or Services) using an automated software tool or manually on a mass basis;
- reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Platform or Services or any component thereof, in whole or in part, except as and only to the extent such restriction is permitted by any applicable Laws;
- integrate or link to any open source software or freeware with the Platform or Services;
- remove any proprietary notices, labels or marks from the Platform or Services;
- copy, display, reproduce, publish, license, post, transmit, modify, or distribute any information, in whole or in part, from any written guides, training materials, or tutorials provided to you in connection with your use of the Platform or Services;
- sell, resell, license, sublicense, distribute, rent, or lease the Platform or Services, include the Platform or Services in a service bureau or outsourcing offering, or otherwise access or use the Platform or Services other than as expressly permitted hereunder; or
CUSTOMER PROJECTS – GENERAL TERMS
General Work process
we.c.360 works according to a clear work process that defines the project frameworks, time aspects, the number of rounds of proofing and the division of responsibilities. It is important that established and agreed frameworks for material submission, feedback, etc. are maintained.
IMPORTANT: One prerequisite for the listed prices to apply is that all requested documentation is available to we.c.360 at the agreed time. All documentation must be sorted in accordance with the contents of the order. Defined prerequisites and specifications for the documentation required by we.c.360 can be found in a separate document provided before the start of the project in accordance with the Customer Agreement. The project will only be started once all the requested documentation has been received in the correct format. Any changes to documentation that arise after the start of the project may delay the date for possible delivery and also incur costs (see “Changes” below).
IMPORTANT: One prerequisite for listed prices and defined delivery times to apply is that all requested feedback is received from the Customer on the agreed date, in accordance with the specification and schedule. The specification is provided by we.c.360 for each individual round of proofing. It is very important that all feedback from the Customer arrives together at the same time. Any late feedback may delay the date of possible delivery and Customer may also incur additional costs.
For troubleshooting undertaken by we.c.360, the actual hourly rate is charged in cases where it is found that the fault is in systems beyond we.c.360’s control, such as sale or rental systems, website suppliers and other technical solutions not supplied or provided by we.c.360. We.c.360 shall notify Customer of such additional costs prior to performing such services.
Any additional costs will be communicated to the Customer by means of a quote for approval. Late changes such as new/modified material during an ongoing project, which means that we.c.360 must backtrack in the work process to earlier steps and start again, will be charged at the actual hourly rate. Please note that this type of changes may also delay the date of possible delivery.
In the absence of requested information in the documentation provided, the Customer will be informed accordingly, after which the Customer must make one of two choices: (1) allow we.c.360 to await the missing information (production will not be started); or (2) give we.c.360 responsibility to make its own assessments and choices to replace the missing information.
Within the agreed timeframe, 10.00 CET is the applicable time for each specified day. In order for the day to be counted as a full day in the schedule, material, feedback, order, delivery, etc. must be received from the Customer before 10.00.
Delivery times shall be specified between the parties in the Agreement; provided, however, that four (4) weeks will be added for projects produced during July.
If the Customer pauses or cancels an ordered visualization project, we.c.360 reserves the right to charge for completed work and allocated resources for the relevant project. In the case of a paused project, we.c.360 cannot guarantee that the communicated delivery times can be applied to the relevant project, and the parties shall negotiate in good faith revised delivery times subject to we.c.360’s availability. If the project is paused for more than twelve (12) months, we.c.360 reserves the right to adjust the package contents and price at the time of resumption of the project according to the product’s current packaging if it has been updated since the order was placed.
Post-order programming, image manipulation, etc. will be charged at the actual cost in accordance with the price list.
Fees for the Platform are based on pricing information available at www.wec360.com. we.c.360 reserves the right to change the price at any time for any reason solely for all licence-based products. Price changes must be communicated to the Customer no later than one (1) month before the change takes effect. The Customer has the right to terminate the Agreement at any time with thirty (30) days’ prior written notice prior to such changes taking effect or any time thereafter. In the event the price is increased and the Agreement is terminated by the Customer as a result, the Customer is entitled to pay only the previously applicable price during the notice period.
Customer shall, at all times, maintain with financially sound and reputable insurers insurance against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by companies of established reputation engaged in the same or similar businesses and similarly situated. Said policies of insurance shall be satisfactory to we.c.360 as to form, amount and insurer. Customer shall furnish certificates, policies or endorsements to we.c.360 as we.c.360 shall require as proof of such insurance. All policies shall provide for at least thirty (30) days prior written notice to we.c.360 of any cancellation or reduction of coverage. Customer shall cause we.c.360 to be named as an additional insured (but without any liability for any premiums) under such insurance policies.
CUSTOMERS AND USERS – ADDITIONAL TERMS
You agree to indemnify, defend, and hold harmless we.c.360, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Platform and Services; (b) your breach of these Terms; (c) your violation of any Law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any User Materials you upload to, or otherwise make available through, the Platform or Services; (f) your willful misconduct; and (g) any other party’s access to and/or use of the Platform or Services using your account and password. We.c.360 reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to corporate with We.c.360’s defense of that claim.
You understand that when using the Services, you may be exposed to User Materials of other users and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you may have against we.c.360 with respect to User Materials. We.c.360 expressly disclaims any and all liability in connection with User Materials. If notified by a user or content owner that User Materials allegedly do not conform with these Terms, we.c.360 may investigate the allegation and determine in its sole discretion whether to remove the User Materials, which we.c.360 reserves the right to do at any time and without notice. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE.C.360 MAKES NO REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND WHATSOEVER. USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. WE.C.360 EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE.C.360 DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL PERFORM ERROR-FREE OR WITHOUT INTERRUPTION; MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; BE FREE FROM BUGS, VIRUSES, HARMFUL CODE, ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS (OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED); MEET YOUR REQUIREMENTS; ACHIEVE ANY INTENDED RESULTS; OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES. WE.C.360 SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU FOR DOWNTIME OF THE SERVICE, ANY BREACH OF DATA SECURITY, OR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM USE OF THE PLATFORM OR SERVICES, FAILURE OF THE PLATFORM OR SERVICES, OR OTHERWISE RELATING TO THE PLATFORM OR SERVICES.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE.C.360 WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES HOWEVER CAUSED, INCLUDING DAMAGES FOR COMPUTER MALFUNCTION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, AND/OR THE COST TO OBTAIN SUBSTITUTE SOFTWARE OR SERVICES ARISING IN ANY WAY OUT OF THESE TERMS OR THE USE OF (OR INABILITY TO USE) THE PLATFORM OR SERVICES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE.C.360 WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE.C.360’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES, ANY TRANSACTIONS OCCURRING THEREON, THESE TERMS, OR ANY ORDER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THE ABOVE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
we.c.360 respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, provide we.c.360’s Copyright Agent a report in writing to the below address and/or email address with the following information: i.An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; ii.A description of the copyrighted work that you claim has been infringed upon; iii.A description of where the material you claim is infringing is located on the Platform or Services; iv.Your address, telephone number, and e-mail address; v.A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; vi.A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. We.c.360’s Copyright Agent: firstname.lastname@example.org; or 900 3rd Avenue, 29th Floor, New York, NY, 10022.
Children Under 13
Notice to Apple Users
If you are using our mobile applications on an iOS device, the terms of this section apply. You acknowledge that these Terms are between you and we.c.360 only, not with Apple, and Apple is not responsible for the Services or Platform. Apple has no obligation to furnish any maintenance or support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claim by you or any third party relating to the Services or your possession or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement or discharge of any third-party claim that the Services or your possession and use of the mobile application infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third party beneficiaries of Section 23 of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 23 of these Terms against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
These Terms shall be governed by and construed in accordance with the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000. Where the amount in dispute exceeds EUR 100,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds EUR 100,000 but not EUR 1,000,000. Where the amount in dispute exceeds EUR 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators. The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration. The seat of arbitration shall be in Stockholm, Sweden. The language used in such arbitral proceedings shall be Swedish. The arbitration and all proceedings thereof shall be governed by the laws of Sweden.
we.c.360 reserves the right to carry out analytical and development work using the system’s current data in order to develop existing and new products. we.c.360 reserves the right to perform system updates without prior notice in order to improve the Platform. We.c.360 reserves the right, in its sole discretion, to modify these Terms at any time with or without notice to you, provided that notice may include posting a revised version of these Terms on the Platform or Services. Any such modified Terms will be effective immediately upon being made available to you, and your continued use of the Platform or Services thereafter constitutes your affirmative acceptance of such modified Terms. Otherwise, the Terms may not be modified, in whole or in part, except by written agreement executed by an authorized signatory of we.c.360. You understand that if you do not agree to any modifications, your sole and exclusive remedy is to discontinue any use of the Platform or Services.