These additional 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 and related support, as applicable, in connection with your use of the Service.  These License Terms shall prevail in the event of any conflict between the License Terms and the rest of the Agreement.

1. Definitions. 

The capitalised terms used in these License Terms and not otherwise defined in the Agreement shall have the meaning set out below: 

Delivery: has the meaning given in section 2.1 of these License Terms;

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); and

Maintenance Releases: has the meaning given in section 4.4 of these License Terms.

2. Software SDK and API 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”). 

2.2 You acknowledge and agree that you are solely responsible and liable for the integration of the Software SDK and Archilogic shall have no responsibility or liability for any consequence, loss or damage resulting from or in connection with such integration. 

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 and solely in connection with your use of the Service and for your internal business operations. 

3.2 You may: 

3.2.1 integrate and use the Software SDK only in connection with your use of the Service and 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 connection with your use of the Service and 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. Support

4.1 The Software SDK and APIs are provided on an “as is” and “as available” basis which means that we do not warrant the Software SDK or APIs will be available, uninterrupted or error-free at all times, and we shall not be liable to you for failure of the same. In particular, you acknowledge and agree that Software SDK and APIs 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 as a result of such problems. 

4.2 We offer certain support with your use of the Software SDK and/or APIs 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. 

4.3 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.  

4.4 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. Disclaimer

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 Access to and use of the Software SDK and APIs during the License Term is free of charge unless otherwise specified in your Order and subject to payment of the Fees for each Scene purchased by you. 

7.2 Archilogic shall be entitled to change the Fees in accordance with clause 8 of the Terms.

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 clause11 (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 or expiration 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 Archilogic may suspend your access to and/or use of the Software SDK and/or APIs in accordance with the suspension rights in clause 5 and/or 10.

10.4 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 3, 5, 6, 12, 14 and 15 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.