These Terms and Conditions (“Agreement”) govern the use of the Sense of XR services (“Services”) as provided by Sense of Space Oy to the customer organization or company hereby taking the Services to use (“Customer”), unless not explicitly otherwise agreed by the Parties.
“Agreement” means this Sense of Space conversion and streaming Service Agreement, including its appendices.
“Content” means the files uploaded to, processed within, and published through the Service by the Customer.
“Personal Data” means any information relating to an identified or identifiable natural person, as regulated under the European General Data Protection Regulation ((EU)2016/679).
“Service” means the Sense of Space conversion and streamingg platform, API, plugins and Apps made availabel to the customer via the Sense of Space website.
2 PROVISION OF THE SERVICE
2.1 Grant of rights
2.1.1 Subject to payment of the prices set out in Section 3, and compliance with the terms agreed herein, Sense of Space grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right during the term of this Agreement to access and use the Service in accordance with this Agreement.
2.2.1 Sense of Space shall provide the Service with due professional skill and care in accordance with Sense of Space’s own methods and procedures.
2.2.2 In the event of an emergency, failure, suspected failure, or a security breach, without limiting any other rights of Sense of Space hereunder, the Service may be temporarily interrupted or suspended, or permanently discontinued.
2.2.3 In all other cases not covered by Section 2.2.2 above, should Sense of Space elect to modify or suspend the Service due to a planned change, it will use commercially reasonable efforts to give Customer no less than five (5) business days’ written notice of any such modification or suspension.
2.2.4 Customer shall use the Service in compliance with this Agreement. Misuse of the Service by Customer may lead to suspension or denial of access to the Service.
2.2.5 Customer acknowledges and agrees that Sense of Space has the rights under this Agreement to collect, store and use Content for the purposes outlined in this Agreement.
2.2.6 Unless separately agreed between the Parties, Customer is not entitled to receive, inter alia, customer support services, consultation services, integration or implementation services, or software updates or upgrades. In case such services are included in Sense of Space’s service offering, the Sense of Space shall have the right to charge the applicable fees and charges relating to these services.
3 PRICES AND PAYMENT
3.1 Customer shall pay to Sense of Space the fees agreed in the Pricing secion of Sense of Space’s website and the user’s Admin Panel.
3.2 The applicable fees are charged by Sense of Space monthly in arrears.
Sense of Space is entitled to adjust its fees by providing Customer with prior notice of at least 60 days before the effective date of the change. If the Customer does not accept the change in fees, the
3.3 Customer shall be entitled to terminate this Agreement on the effective date of the price change by notifying the supplier thereof in writing at least 30 days before the effective date of the change. The change shall not affect the charges for invoicing periods that have commenced before the effective date of the change.
3.4 All fees under this Agreement shall include all public charges determined by the authorities and effective on the date of entry into force of this Agreement of signature, except for value-added tax, which shall be added to the prices in accordance with the then-current regulations. If the public charges determined by the authorities or their collection basis change due to changes in the regulations or taxation practice, the prices shall be revised correspondingly.
3.5 All fees and payments made to Sense of Space under this Agreement are non-refundable. For clarity, in the event of termination of the agreement based on this Agreement, the Customer shall not be entitled to a refund of any fees.
4 CUSTOMER’s OBLIGATIONS
4.1 Customer shall be responsible for all of its activities concerning the Service, including the acquisition and functionality of any Customer Applications and other equipment, systems, software, and connections that it may use to integrate the Service to its systems or uses to access and use the Service.
4.2 Customer shall not, under any circumstances: (i) sublicense, lease, or redistribute access to the Service to a third party;
(i) circumvent or reverse engineer any features, functionalities, logic, source code, or usage restrictions and limits of the Service;
(ii) probe, scan, or test the vulnerability of the Service;
(iii) use the Service in a manner that accesses or uses any information beyond what Sense of Space allows under this Agreement or that breaks, or circumvents any of Sense of Space’s technical, administrative, process, or security measures;
(iv) use the Service to create a service substantially similar to the Service;
(v)perform any actions that could damage, disable, disrupt, overburden or impair the Service or its underlying services or systems;
(vi)attempt to change, distort or modify the Service or its underlying services or systems;
(vii)transmit any viruses or malware or other computer programming that may damage or detrimentally (viii)interfere with the Service or its underlying services or systems;
remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or
(ix) use the Service in violation of applicable law.
5 CUSTOMER DATA
5.1 In connection with the use of the Service, the Customer will submit to Sense of Space Content and other data through the Service (together hereinafter “Customer Data”).
5.2 Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data. In case a file is deleted from the system, Customer has 15 days of possibility to recover the file, after which it will be moved to a storage server and completely deleted after 180 days.
5.3 Sense of Space shall have the right to access and view the files that the user has uploaded to the platform with the goal of improving the service and fixing possible issues, as well as mention the user and user’s company for internal communication purposes.
5.4 Sense of Space shall have the right to generate anonymous usage, statistic, and other data from Customer Data and by analyzing the Customer’s use of the Service (“Aggregate Data”) for updates and development of the Service and other services of Sense of Space. The intellectual property rights and title to Aggregate Data shall belong to Sense of Space.
5.5 Customer shall ensure that Customer Data does not infringe any third-party intellectual property rights or violate any applicable laws or legislation (including privacy laws). In case Sense of Space believes, in its reasonable opinion, that any Customer Data violates this Agreement, intellectual property rights, or any applicable law, Sense of Space shall have the right to delete such Customer Data.
6 PERSONAL DATA
6.1 Where Sense of Space processes personal data of the on behalf of Customer (“Controller”) as a data processor (“Processor”), the Parties agree that:
(i) the Controller acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to provide the Services and perform the Parties obligations under this Agreement unless otherwise instructed by Controller. All international transfers of personal data shall comply with requirements set out in applicable laws;
(ii) unless otherwise agreed, the Controller authorizes Processor to use subprocessors for the processing of the personal data for the provision and use of the Services agreed upon:
(iii) Processor shall ensure that the Processor employees or other persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(iv) Processor assists the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Controller’s obligation to respond to requests for exercising the data subject’s rights under applicable law;
(v) Processor reasonably assists the Controller in ensuring compliance with data security obligations set out in applicable laws taking into account the nature of processing and the information available to Processor;
(vi) Processor makes available to Controller information necessary to demonstrate compliance with applicable data protection laws; g. Processor shall process the personal data only in accordance with the terms of this Agreement and any lawful and documented instructions reasonably given by the Controller from time to time; h. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage (“Breach”) to ensure the level of security required under applicable laws and the rights of the data subjects. Sense of Space shall notify Customer of any discovered Breaches without undue delay; and i. all personal data processed by Processor shall be anonymized or deleted upon the expiry or termination of this Agreement, unless otherwise required by applicable law or unless otherwise agreed.
7.1 A Neither Party shall disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential and shall not use such material or information for any other purposes than those stated in this Agreement.
7.2 The confidentiality obligation shall, however, not be applied to material and information which is generally available or otherwise public, or which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations, or court orders.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 All right, title and any intellectual property rights to and relating to the Service, as well as any related documentation and any copies, modifications, translations, amendments, and derivatives thereof (”Sense of Space IPR”) belong to Sense of Space or its licensors.
8.2 Intellectual property rights shall be understood in the broadest sense, including but not limited to any copyright, patent, trademark, design right, database protection right, and any other form of statutory protection of any kind (whether registered or unregistered) and applications for any of the foregoing respectively as well as any know-how, inventions, and trade secrets in or related to Sense of Space IPR.
8.3 Except as expressly stated herein, this Agreement does not grant the Customer any intellectual property rights in Sense of Space IPR, and all rights not expressly granted hereunder are reserved by Sense of Space.
9 TERM AND TERMINATION
9.1 This Agreement shall enter into force upon signing by both Parties and will remain in force for consecutive periods of twelve (12) months (“Term”) and shall automatically renew unless terminated by either Party, at latest, two (2) months before the end of the current Term.
9.2 Furthermore, either Party may terminate this Agreement with immediate effect in whole or in part upon written notice to the other Party in the event of any of the following:
(i) insolvency event of the other Party, which, for the purposes of this Agreement, means any corporate action, legal proceedings or other procedure or step taken by any person in relation to the suspension of payments, a moratorium of any indebtedness, insolvency, bankruptcy, liquidation, winding-up or dissolution (whether voluntary or involuntary), administration, business restructuring (by way of voluntary arrangement, scheme of arrangement or otherwise), the appointment of a liquidator, receiver, administrator or another similar officer, or any analogous procedure or step; or
(ii) material breach by a Party of its obligations which, the breaching Party fails to remedy within thirty (30) calendar days following the terminating Party’s written notice thereof.
9.3 Upon termination of this Agreement, Customer will promptly cease using the Service. The termination of this Agreement does not entitle Customer to any compensation or refunds of any fees or payments made to Sense of Space or due hereunder.
9.4 The validity of the obligations outlined in Section 8 (Confidentiality), 9 (Intellectual Property Rights), Section 11 (Warranties, Limitation of Liability, and Indemnification) and Section 14 (Applicable Law and Dispute Resolution) and other clauses that by their nature are intended to survive the termination or expiry of this Agreement shall not be affected by the expiry or termination of this Agreement.
10 WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNIFICATION
10.1 Sense of Space provides the Service on a strict ‘as is’ basis, i.e. with the functionalities available at each time without any warranty of any kind, either expressed or implied, including but not limited to the warranties of availability, non-infringement, or fitness for a particular purpose. Sense of Space shall not be responsible for any errors, interruptions, or disturbances in any of its foregoing services or products.
10.2 Sense of Space warrants that it is entitled to enter into this Agreement and grant the rights granted to Customer hereunder.
10.3 Neither Party shall be liable for any indirect or consequential damages, including but not limited to loss of data, loss of business, or loss of goodwill.
10.4 Sense of Space’s total aggregate liability under or in connection with this Agreement or the use of the Service as well as any other of its services provided hereunder shall be limited to the payments made by Customer to Sense of Space hereunder during a period of three (3) months immediately before the claim for damages.
10.5 The Sense of Space shall at its own expense indemnify the customer against claims presented against the Customer that the Service infringes third party intellectual property rights provided that the Customer promptly notifies the Sense of Space in writing of such presented claims and permits the Sense of Space to defend or settle the claims on behalf to the Customer and gives to the Sense of Space, at the request of the Sense of Space and the Sense of Space’s expense, all necessary information and assistance available and the necessary authorizations. The Sense of Space shall pay all damages awarded in a court trial or agreed to be paid to a third party if the Customer has acted in accordance with the foregoing.
10.6 If in the reasonable opinion of the Sense of Space the Service infringes third party intellectual property rights or if such infringement has been confirmed by a court, the Sense of Space may at its own expense and discretion either (a) obtain the right to continue the use of the Service for the Customer; (b) replace the Service with an essentially corresponding service; or (c) modify the Service to eliminate the infringement. If none of the above-mentioned alternatives are reasonably available to the Sense of Space, the Customer shall, at the request of the Sense of Space, stop using the Service. In the latter case (c) the Sense of Space shall refund the fees paid by the Customer less the proportion of the fees corresponding to the actual time of use of the Service.
11.1 If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal, or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
12.1 Sense of Space shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or a purchaser or acquirer of its business assets without Customer’s prior consent.
12.2 Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without Sense of Space’s prior written consent.
13 APPLICABLE LAW AND DISPUTE RESOLUTION
13.1 This Agreement shall in all respects be governed by and interpreted in accordance with the substantive laws of Finland, excluding any provisions on choice of law.
13.2 Sense of Space and Customer seek to resolve any possible disputes in amicable negotiations. If the negotiations do not lead to settlement within one (1) month of the date the dispute first arose, any dispute, controversy, or claim arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The language of the arbitration shall be English. However, evidence may also be submitted in Finnish. The seat of the arbitration shall be Helsinki, Finland. The number of arbitrators shall be one (1).