saVRee Terms and Conditions
Effective as of 19th February 2024
saVRee's Terms of Service Agreement explains the terms and conditions under which you can use the saVRee Platform and other services provided by saVRee ltd. Please read this Terms of Services document carefully and keep a copy of it for your reference.
BY USING THE SAVREE PLATFORM, YOU EXPRESS YOUR AGREEMENT TO BE LEGALLY BOUND BY OUR TERMS AND CONDITIONS STATED IN THIS DOCUMENT, SO PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR PLATFORM AS YOU ARE ENTERING INTO A BINDING CONTRACT WITH saVRee ltd, WITH A BUSINESS ADDRESS AT 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT USE OR ACCESS OUR SERVICES.
These Terms do not interfere with any obligation or authorization provided in any other agreement concluded between you and saVRee ltd. Provisions of any individual Agreement between you and saVRee ltd supersede provisions from these Terms.
1. Definitions
1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms of Service:
'Terms/Agreement' refers to the latest version of this Terms of Service document.
'Site' refers to the saVRee ltd website available at https://savree.com/en/, https://courses.savree.com/, or any other URL which may host saVRee websites or Services.
'Platform' refers to the software made available by saVRee, Site, and Services collectively.
'User/You' refers to any person or legal entity registering for or using our Services.
'We/Us/saVRee' refers to saVRee ltd, the Platform, and their developers and affiliates.
'Party/Parties' refers to either User or saVRee when used in a singular form and to both User and saVRee when used in plural form.
'Third-Party' refers to any application, website, natural or legal entity other than saVRee, the Platform, or their affiliates.
'Content' refers to all images, text, audio, and video data or any other information located on the Platform or obtained through the Platform.
'Courses' refers to videos or text-based courses offered from the Platform or obtained through the Platform. Courses may be delivered in formats that include SCORM, TINCAN, Links and Source Files.
'Services' refers to the web-based 3D interactive software, 3d model library, courses, and other services provided by saVRee.
'Subscription Period' refers to the time period during which your subscription with us is active.
'Subscription Fee' refers to the cost of the Subscription for the selected Subscription Period.
'Effective Date' refers to the date on which the User clicks the confirmation link for registering an account located in the e-mail sent by saVRee.
'Confidential Information' refers to any and all information disclosed between the Parties in relation to the Services. Confidential Information does not cover information known by either Party prior to disclosure or information made available to the public.
2. General Provisions
(A) Eligibility
2.1 By using our Services, you confirm that you (i) have the full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, and information which is otherwise compatible with these Terms, (iii) that you will not use Services contrary to these Terms or applicable laws. If you are accessing our Services on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this agreement and to perform obligations as defined herein.
2.2 We may not control who uses the Platform, so it is upon you to assess whether using the Platform is in compliance with any local laws and regulations. Whenever you are using our Platform, you will need to comply with the terms of this Agreement and any applicable laws, regulations, and policies. If any part of the Platform is not in compliance with your local laws, you may not use the Site and the Services. Any such Service will be considered as 'not available in your region'.
(B) Scope of the Services
2.3 SaVRee operates a Platform on which registered Users are provided with digital 3D models for the duration of the Subscription Period. Furthermore, Users can order individual 3D models and purchase them permanently. The individually owed Services result from the respectively booked package or individual agreement. We may impose restrictions on the number of 3D models you can access and download with your chosen subscription package.
2.4 The Services are provided in a specific format, which will be announced on the Site. Users must ensure that they can use the format with the technical means at their disposal. Different formats are not provided unless specified. The provision of physical goods (such as printouts) is also not provided.
2.5 saVRee cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
(C) Registration
2.6 When registering on our Platform or otherwise submitting an offer or request for Services, Users are required to provide true, accurate, current, and complete information about themselves as prompted by registration forms provided. You agree to update your information should there be any changes in order to keep registered information true, accurate, current, and complete. If you provide information contrary to the aforementioned conditions, we may deny you or terminate your access to the Site, parts of it, or our Services. We are not responsible for any failure in providing the Services, which results from information that is not true, accurate, current, and complete.
2.7 When submitting registration or the order via the online order form of saVRee, the contract text will be stored by saVRee and sent in writing (e.g., e-mail, fax, or letter) to the User after submitting their order in addition to the present terms of service. In addition, the text of the Agreement is archived on the Site and can be called up by the User via their password-protected customer account, stating the corresponding login data, free of charge.
2.8 You understand that it is your responsibility to keep your log in information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone accessed your account without authorization, you are advised to inform us immediately.
(C) Subscription Period
2.9 Users are able to choose the duration of their Subscription Period. Subscription Period starts on the Effective Date and ends on the same day in the month in which the selected duration of Subscription Period expires. In case the month in which the Subscription Period expires does not have the date which matches the Effective Date, the Subscription Period will end on the last day in that month.
2.10 Subscription Period will automatically renew at the end of the current Subscription Period. Renewed Subscription Period will be by default for the same duration as the current Subscription Period. Subscription Fee for the Renewed Subscription Period will be calculated in accordance with the prices that were in effect thirty (30) days prior to the expiry of the current Subscription Period. If you wish to stop using our Services, you may discontinue the automatic renewal option in your User account at least 30 days before the expiry of the current Subscription Period. You may not cancel the Subscription Period you already paid. We do not offer any refund in case you want to cancel your use of the Services. If you want to discontinue using our Services, you may do so only by turning off auto-renewal, in which case you will be able to use the Services until the end of the current Subscription Period.
(D) Acceptable Use
2.11 You agree that you will not misuse our Services. A misuse constitutes any use, access, or interference with the Site or Service contrary to this Agreement, our privacy policy, and applicable laws and regulations. We can, in our sole discretion, suspend or terminate access to all or parts of the Site and Services to any User, without prior notice or need to deliberate on reasons for such measure. We reserve the right to deny Services to anyone at any time. During your use of our Services, you will not behave contrary to the Terms, Policies, applicable laws and regulations, and you will especially not, without limitation, do any of the following:
(i) send or otherwise post unauthorized commercial communications (such as spam) through the Site;
(ii) collect Site users' content or information, or otherwise access the Site, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
(iii) upload viruses or other malicious code;
(iv) post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;
(v) take any action creating a disproportionately large usage load on our Site unless expressly permitted by us;
(vi) create more than one account or share your account with anyone;
(vii) communicate any information or content that you do not have a right to make available under any law or contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;
(viii) encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited e-mailing through the website.
User also agrees not to use or permit use of the Platform to display, store, process or transmit any content, that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) violate privacy rights or promote bigotry, racism, hatred or harm, (iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights, or (vi) otherwise violate applicable laws, ordinances or regulations. If saVRee receives information that user is in violation of any of the foregoing restrictions, saVRee will notify User, and User will promptly take appropriate action to resolve such violation. If User does not take required action in accordance with the above, saVRee reserves the right, but has no obligation, to take remedial action if any material violates the foregoing restrictions, including the removal or disablement of access to such material. saVRee shall have no liability to User in the event that saVRee takes such action.
(E) Contact
2.12 If you provide us with your e-mail address, we may contact you using such contact information for any matters relating to the Services (Service e-mails). These e-mails do not constitute "unsolicited commercial e-mail advertisements," and you are not able to opt-out of receiving them. You may opt-in to receive e-mails about news, promotions, special offers, and other topics of interest related to the saVRee and our affiliates (Promotional e-mails). You may choose to stop receiving these promotional e-mails at any time by following the instructions contained in Promotional e-mails.
2.13 If you have any questions or suggestions, you can contact us at contact%@%saVRee [dot] com.
3. Intellectual Property
(A) Proprietary Rights
3.1 User acknowledges and agrees that all Intellectual Property Rights in and to the Platform, Site, Services, Content, software, or technology used with the Services are the sole property of saVRee or are used under appropriate licenses or permissions and shall, notwithstanding the terms of this Agreement, remain vested in saVRee. Unless otherwise expressly provided in this Agreement, User shall not acquire any proprietary right, title or interest in or to any Intellectual Property Rights in the Site, Services, Content, software, or technology used with the Services. All rights not expressly granted by saVRee herein are reserved.
3.2 Subject to your compliance with these Terms, and the payment of the fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform provided by saVRee, within the scope of your subscription package, exclusively for (i) internal business purposes and (ii) external business purposes. Except as expressly permitted in these Terms, you may not: copy, modify or create derivative works based on the Services; distribute, transfer, sublicense, lease, lend or rent the Services to any third party; reverse engineer, decompile or disassemble the Services; or make the functionality of the Services available to multiple users through any means. saVRee further grants User the right to make copies of the documentation solely for User’s internal business purposes. saVRee retains all rights not expressly granted to User in this Agreement. If you desire to use the Content in a manner not expressly authorized in this Agreement, you must submit a request to saVRee at contact%@%saVRee [dot] com, and receive saVRee’s prior written consent before doing so.
3.3 Restrictions of Use. Unless otherwise authorized under this Agreement, User may not (and will not allow any third party to): (i) sell, rent, lease, license, sublicense, distribute, pledge, assign or otherwise transfer in whole or in part the Platform or any interest in them to another party; (ii) provide, disclose, divulge or make available to, or permit use of the Subscription in whole or in part by any third party without saVRee’s prior written consent; (iii) install or use the Platform in a manner that circumvents or interferes with the operation of the technological measure that controls the access to the Platform (iv) modify, translate, adapt or create derivative works based on the Platform; (v) export or re-export the Platform or any derivative work thereof; (vi) remove or modify any software markings or any notice of saVRee’s proprietary rights; (vii) use the Platform to develop, test, host, or run and operate applications on behalf of third-parties to this Agreement, without saVRee’s prior written consent; (viii) use the Platform to provide third party training; (ix) disclose results of any Subscription benchmark tests to any third party without saVRee’s prior written consent; (x) use the Platform in any way that is contrary to the terms and conditions of this Agreement; or (xi) use the Platform for any unlawful purposes. Except to the extent expressly permitted by this Agreement or applicable law, and to the extent that saVRee is not permitted by that applicable law to exclude or limit the following rights, User may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Platform, in whole or in part.
You agree to prevent any unauthorized copying of the Platform. You agree to adhere to any posted instructions, directions or limitations on usage and reproduction of the Platform. You will be responsible for any costs incurred by saVRee or any other party (including attorneys’ fees) as a result of your misuse of the Platform.
(B) Basic Subscription Plan License
3.4 During your subscription to the Basic Subscription Plan, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use our 3D models exclusively through the Platform or via your own website so long as access is behind a paywall or similar. You may not download, copy, or create derivative works (snippets, screen recordings, or similar) from our 3D models. Under the Basic plan license, you may use our 3D models in live, real-time presentations as long as displaying our 3D models is not recorded or otherwise made permanent. You may not charge to access the 3D models or use the models for commercial purposes. The Basic plan license is valid only during your active Subscription Period. This license does not include access to the 3D model source files. Creating digital permanent assets such as snippets, screen recordings, video tutorials, etc., is strictly prohibited.
(C) Basic + White-Labelling Subscription Plan License
3.5 During your subscription to the Basic + White-labelling Subscription Plan, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use our 3D models exclusively through the Platform or via your own website so long as access is behind a paywall or similar. You may not download, copy, or create derivative works (snippets, screen recordings, or similar) from our 3D models. Under the Basic + White-labelling plan license, you may use our 3D models in live, real-time presentations as long as displaying our 3D models is not recorded or otherwise made permanent. You may not charge to access the 3D models or use the models for commercial purposes. The Basic + White-labelling plan license is valid only during your active Subscription Period. This license does not include access to the 3D model source files. Creating digital permanent assets such as snippets, screen recordings, video tutorials, etc., is strictly prohibited.
(D) Interface Builder Subscription Plan License
3.6 During your subscription to the Interface Builder Subscription Plan License, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use our 3D models exclusively through the Platform or via your own website so long as access is behind a paywall or similar. You may not charge to access the 3D models or use the models for commercial purposes. This license does not include access to the 3D model source files. You may not sell, create databases from, or otherwise distribute Licensed Content as is, with superficial changes, or bundled together with other content. You may not sell, create databases, and otherwise distribute other content that contains Licensed Content as their core component. Creating digital permanent assets such as snippets, screen recordings, video tutorials, etc., is strictly prohibited. In any instance of making the Licensed Content available to others, you must give proper accreditation to saVRee as the Licensed Content's owner by including a prominent and easily accessible attribution notice in your works such as by including the saVRee logo in such works, providing a notice which states "Images courtesy of saVRee," or by other suitable means. Insofar where you distribute works that include Licensed Content, you are sublicensing the right to access and use Licensed Content to the end-users to the extent that such access and use is required for the full enjoyment of your works.
(E) Courses
3.7 During your subscription to our Courses, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access our Courses. You are expressly prohibited from:
(F)
a) Limited Usage Media Database Content license
3.8 Upon purchasing the Licensed Content through our Media Database, we grant you a limited, non-exclusive, non-transferable, sublicensable license to access, use, copy, and create derivative works based on such Licensed Content only for the purpose/declaration registered during the purchase. A purpose referred to herein shall mean any such individual product regardless of the number of copies of such product nor the number of people accessing it. For the avoidance of doubt, when you purchase a license for the Media Database's content, the license is granted for one specific purpose registered during the purchase. You may not sell, create databases from or otherwise distribute Licensed Content as is, with superficial changes, or bundled together with other content. You may not sell, create databases, and otherwise distribute other content that contains Licensed Content as their core component. You may not publish the Licensed Content online in the form which allows unrestricted access to the source file of such Licensed Content, or allows for easy recreation or capture of the licensed content. Insofar where you distribute works that include Licensed Content, you are sublicensing the right to access and use Licensed Content to the end-users to the extent that such access and use is required for the full enjoyment of your works.
b) WORRY FREE MEDIA DATABASE CONTENT LICENSE
3.9 Upon purchasing the Licensed Content through our Media Database, we grant you a limited exclusive license to access, use, copy, and create derivative works based on such Licensed Content. This license is granted exclusive to You and no third parties to this Agreement shall have access to the Licensed Content. You may not a) resell the Licensed Content under any circumstances; b) publish the Licensed Content online in a form which allows unrestricted access to the source file of such Licensed Content, or allows for easy recreation or capture of the licensed content; c) resell, distribute, lend, rent, or incorporate the Licensed Content together or as part of other products or assets that will be distributed to third parties to this Agreement; d) transfer the Licensed Content to other persons person or legal entity other than the one that is registering for using the Licensed Content. You shall be responsible for any breach of the terms and conditions by any third party to this Agreement.
Purchases made through the media database are non-refundable due to the nature of digital products.
(G) General license provisions
3.10 All subscription-based licenses are valid only during your active subscription. When your subscription with saVRee expires or terminates for any other reason, you may not publish any work which includes Licensed Content. Still, any work published during your active subscription can remain public. If your subscription is terminated because we cease to do business or discontinue the Platform for other reasons, any active license shall remain in effect until the date on which your Subscription Period would naturally expire.
3.11 If the User requests a customized 3D model or other customized work not included in the saVRee library or if the User requires additional rights to the models already published, such order will be governed by an individual agreement between you and saVRee. Such an agreement will, amongst other things, include the description of deliverables, transfer and assignment of copyright, and the costs for services.
(H) Confidential Information
3.12 During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to saVRee, and saVRee may disclose certain Confidential Information to the users. Regarding such information, both parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidentiality of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any third party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon the termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.
(I) Notification of Infringement
3.13 If you believe that your work has been copied in a way that constitutes copyright infringement or your intellectual property rights have been otherwise violated, please provide us with the following information:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. A description of the copyrighted work or other intellectual property that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Site;
4. Your name, address, telephone number, and e-mail address;
5. A signed 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; and
6. A statement by you, made under penalty of perjury, that the information provided in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
3.14 You can send the notification of infringement to contact%@%saVRee [dot] com.
4. Payment and Pricing
4.1 All prices for listed Services are available on the Site and are calculated when you choose to subscribe to the Site. All prices are shown exclusive of VAT and other applicable taxes. You understand and agree that it is your responsibility to pay applicable taxes for your use of the Services.
4.2 When subscribing on the Site, you can choose the method of payment. If you are paying by credit card, you must provide valid and current information necessary to process the payment. You agree and authorize us to charge your credit card for all fees payable during your Subscription Term. If you are paying against the invoice, you understand and agree that the amounts in the invoices are due 30 days from the invoice date, unless otherwise specified in the invoice.
4.3 The Subscription Fee is calculated the moment a registration form is submitted to the Site. Subscription Fee for the current Subscription Period will not be affected by the Service price changes as described in article 4.5 of this Agreement. The Subscription Fee is due immediately but may be paid in monthly, quarterly, or annual installments if specified.
4.4 If any invoiced amount is not paid by the due date, we reserve the right to charge interest on the unpaid amount at the rate of 1.0% per month or the maximum allowed interest rate under the law, whichever is less.
4.5 We reserve the right to change prices at any time and without notification. Such changes will not affect the User's current Subscription Period. Prices that were effective thirty (30) days prior to the Subscription renewal will be applied for the payment of the renewed Subscription Period.
5. Third-Party Services
5.1 Services may be made available or accessed in connection with Third-Party services and content (including advertising) that saVRee does not control. You acknowledge that different Terms of Service and privacy policies may apply to your use of such third-party services and content. saVRee does not endorse such third-party services and content, and in no event shall saVRee be responsible or liable for any products or services of such third-party providers.
6. Termination
6.1 Either party may terminate this Agreement for cause. In the event that Party wants to terminate this Agreement, such Party shall provide a written termination notice to the other Party with the notice period of two weeks starting from the receipt of the termination notice.
6.2 saVRee may terminate this agreement without notice, with immediate effect if User:
(i) breaches this Agreement;
(ii) fails to make due payments;
(iii) misuses the Services or uses Services contrary to Acceptable Use policy;
(iv) engage in fraudulent or illegal activities.
6.3 The User will not be able to use the Services upon the termination of this Agreement. If the agreement has been terminated, the User shall be liable to pay to saVRee any outstanding fees due for payment immediately. saVRee shall not be responsible for any damage caused by the termination of this Agreement. No refund will be provided for the unused portion of the Subscription Period.
7. Indemnity
7.1 You will indemnify and hold harmless saVRee, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Site and our Services, content which you provide, or your violation of these Terms.
8. Limitation of liability
8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SAVREE SERVICE IS TO STOP USING SAVREE SERVICES.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SAVREE, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE SAVREE SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, EVEN IF SAVREE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SAVREE'S AGGREGATED LIABILITY EXCEED THE AMOUNT YOU PAID SAVREE, IF ANY, THE PAST ONE MONTH FOR THE SERVICES GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
8.3 saVRee, its employees, agents, and directors do not accept any liability. You hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Services or any errors, in or omissions from such information. SaVRee is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Services, nor caused by the delay, malfunction of the operation, or the availability of the Services. Although we strive for accuracy in the Content we provide through the Platform, including 3D models in the library, we do not guarantee or represent the exactness and accuracy of such Content.
9. Changes
9.1 SAVREE MAY MAKE CHANGES OR REPLACE OUR TERMS OF SERVICE AGREEMENT AT ANY TIME. WE WILL POST SUCH CHANGES, REPLACEMENTS, AND UPDATES ON THE SITE AND INFORM YOU VIA E-MAIL WHERE POSSIBLE, AND SUCH CHANGE, REPLACEMENT, AND UPDATE TO OUR TERMS OF SERVICE AGREEMENT WILL TAKE EFFECT IMMEDIATELY UPON POSTING. CHANGES TO THE TERMS OF SERVICE WILL NOT AFFECT ALREADY PAID SUBSCRIPTION PERIODS. YOU ARE CONSENTING TO KEEP YOURSELF UP TO DATE WITH THE LATEST POSTED TERMS OF SERVICE AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY SUCH CHANGE, REPLACEMENT, AND UPDATE IF YOU ACCESS OR USE OUR SERVICE AFTER WE HAVE POSTED IT IN OUR SITE. THE TERMS OF SERVICE AGREEMENT APPLIES REGARDLESS FROM WHICH DEVICE OR OPERATING SYSTEM YOU ACCESS OUR SERVICES.
10. Governing Laws and Choice of Forum
10.1 This Agreement shall be governed by and construed under the laws of United Kingdom, without regard to its conflict of law provisions, and excluding the UN Convention on Contracts for the International Sale of Goods. You agree that if you have any dispute with saVRee, you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations, you agree and hereby submit to the exclusive jurisdiction of the courts in the city of London, United Kingdom.
11. SUGGESTIONS, IDEAS AND FEEDBACK. Subject to its obligations under Section 3 (H) of this Agreement (“Confidentiality”), saVRee will be free to use, irrevocably, in perpetuity and for any purpose, all suggestions, ideas and/or feedback provided by User or its affiliates and their respective employees, contractors or other agents, with respect to the Platform, Site, Services, Content, software, or technology used with the Services. The foregoing grant of rights is made without any duty to account to any of the foregoing persons or entities for the use of such Feedback.
12. ASSIGNMENT. This Agreement is not assignable or transferable by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Any attempt by either Party to assign or transfer this Agreement without such consent shall be void. Notwithstanding, saVRee may freely assign or transfer this Agreement to any company that is a part of its group of companies or as a result of a merger or a sale of all or a substantial part of its share capital. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions, as well as the existing Subscriptions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assignees of the Parties hereto.
13. NO SOLICITATION. During the term of this Agreement and for a period of 6 (six) months thereafter, neither Party shall, either directly or indirectly, solicit the employment of or hire any of the employees of the other Party, excluding the hiring of personnel in response to a general solicitation of employment directed to the public. This promise shall be construed as an agreement independent, yet ancillary, of any other provision of this Agreement.
14. SEVERABILITY. If for any reason a court of competent jurisdiction finds any provision of this Agreement (including all Subscriptions), or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement or of the provision will continue in full force and effect, except to the extent such invalid provision or part of provision relates to essential aspects of the Agreement. The parties agree that such provision or portion thereof shall be substituted by a provision with an equivalent legal and economic effect.
15. FORCE MAJEURE. No Party shall be liable for, or considered to be in breach of this Agreement on account of, any failure or delay in performance of any of its obligations hereunder (except for the payment of money) if such failure or delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection, intervention of any government or authority or any other reason where the failure to perform is beyond the reasonable control of and not caused by the negligence or intentional acts or omissions of the non-performing Party.
16. AUDIT. User shall allow saVRee to perform audits in relation to the use of the license under this Agreement. saVRee shall give User a reasonable prior written notice of any audit to be conducted under this Section, which shall not be less than 30 (thirty) days. saVRee sshall notify User of the audit findings by issuing an audit report. Should an audit reveal any unauthorized or unlicensed use, User agrees to pay, within 30 (thirty) days of saVRees’ notice of the audit results, the difference between the price paid for the subscription(s) and the list price for the full subscription(s) of the Platforme, counting from the date of the first unauthorized or unlicensed use up to the end of the then current subscription term.
17. ATTRIBUTION. User agrees that saVRee may use User’s name and logo and indicate that User is a client of saVRee on its website, in any public filings and through its marketing materials, including but not limited to press releases, case studies, white papers and webinars. Any such attribution will be consistent with User’s style guidelines or requirements as communicated to saVRee from time to time.
18. DISCLAIMER OF WARRANTIES. SaVRee does not warrant that the Platform, Site, Services, Content, software, or technology used with the Services will be uninterrupted, error-free, or completely secure. User acknowledges that there are risks inherent in internet connectivity that could result in the loss of user’s privacy, confidential information and/or content. To the maximum extent permitted by applicable law, saVRee provides the Platform, Site, Services, Content, software, and technology used with the Services “as is”, without warranty of any kind, including but not limited to, express or implied or statutory or other warranties or conditions, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, and those arising out of course of dealing, usage, or trade. customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all customer content and applications.
19. COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement, notwithstanding the fact that all parties are not signatories to the original or the same counterpart. The Parties hereby agree that this Agreement may be delivered by electronic signature (e.g. DocuSign, in portable data format – PDF - or in any other digital mean of identifying that party’s identity and approval of the counterpart) by any or both Parties in which case all Parties agree to rely on the receipt of such document so executed and delivered by electronic means as if the original had been received. The Parties hereby warrant and represent that such electronic signature is valid and legally binding in jurisdictions they may respectively be subject to, and they waive any potential right or claim against the validity of this Agreement on the basis of its electronic signature.
20. Final Provisions
20.1 If any part of these Terms is found to be invalid, illegal, or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.
20.2 The section titles in the Terms are for convenience only and have no legal or contractual effect.
20.3 Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.
21. Legally mandatory information on online dispute resolution for consumers
21.1 As part of our legal duty to inform, we point out that the European Commission provides a platform for online dispute resolution on the Internet at the following link: https://ec.europa.eu/consumers/odr
21.2 This Platform serves as a point of contact for the out-of-court resolution of disputes arising from online purchase or service contracts involving a consumer.
21.3 Our e-mail address is contact%@%saVRee [dot] com.