Last Updated: 22, July 2023.
Please read these Software as a Service Subscription Agreement and Terms of Use carefully. These Terms of Use create an agreement (the “Agreement” between you (as “Customer”) and the Urban PERIsCOPE consortium, (”Provider”) regarding your access to and use of the Urban PERIsCOPE web-based collaborative platform and associated software that you are registering to use via the Internet. All users must agree to this Agreement before using the Services (as defined below), unless you have a separate written agreement in place expressly covering the Services. If you do not agree to this Agreement, please click “Cancel” or “Back” and do not use the Services.
”Access Credentials” means any user name, identification number, password, license or security key, security token, personal identification number (PIN) or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Hosted Services.
”Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at Law, in equity or otherwise.
”Affiliate” of a Person means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person.
”Authorized User” means each of the individuals authorized to use the Hosted Services under Section 2.1 and the other terms and conditions of this Agreement.
”Available” means the Hosted Services are available for access and use by Customer over the internet.
“Beta Service” means services or functionality which is designated as beta, preview, evaluation, or similar description.
Urban PERIsCOPE is a web-based collaborative platform that empowers teams with better coordination workflows. Urban PERIsCOPE provides a central hub for all coordination information from documentation to conservation state analysis. With information at your fingertips, you can access your data anytime, anywhere, either from a mobile device or desktop. Plots and real time 3D visualisations help understand data and your management performance through precise metrics.
”Control” (and the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
”Customer” has the meaning set forth in the preamble.
”Customer Data” means, information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer by or through the Hosted Services.
”Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), networks, and internet connectivity, whether operated directly by Customer or through the use of third-party services.
”Disclosing Party” means a party that discloses Confidential Information under this Agreement.
”Documentation” means any manuals (Playbook), instructions or other documents or materials that Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
”Governmental Authority” means any national, provincial, territorial, municipal authority or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
”Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.
”Harmful Code” means any software, hardware or other technology, device or means, including any virus, trojan horse, worm, backdoor, malware or other malicious computer code, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby; or (b) prevent Customer from accessing or using the Hosted Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.
”IP Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.
”Law” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority.
”Losses” mean all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including legal fees, disbursements and charges, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
”Party” (and the term “Parties”) shall refer to either Customer or Provider, or both.
”Permitted Use” means any use of the Services by Customer for the benefit of Customer solely in or for Customer’s internal business operations or for any and all lawful purposes.
”Person” means an individual, corporation, partnership, unlimited liability company, Governmental Authority, unincorporated organization, trust, association or any other entity.
”Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located.
”Process” means to take any action or perform any operation or set of operations that the Hosted Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy, and “Processing” and “Processed” have correlative meanings.
”Provider” has the meaning set forth in the preamble.
”Provider Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Provider or its designee to disable Customer’s access to or use of the Hosted Services automatically with the passage of time or under the positive control of Provider or its designee.
”Provider Materials” means the Service Software, Documentation and Provider Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems.
”Provider Personnel” means all individuals involved in the performance of Services as employees, agents or independent contractors of Provider or any Subcontractor.
”Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Hosted Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Provider or through the use of third-party services.
”Receiving Party” means a Party that receives or acquires Confidential Information directly or indirectly under this Agreement.
”Representatives” means, with respect to a party, that party, its Affiliates, and their respective employees, officers, directors, consultants, agents, independent contractors, subcontractors and legal advisors.
”Service Software” means the Provider software application or applications and any third-party or other software that Provider provides remote access to, and use of, as part of the Hosted Services, and all new versions, updates, revisions, improvements and modifications of the foregoing.
”Territory” means the World.
”Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Provider.
Provider offers different subscription levels to the Platform and its Services depending on the number of Authorized Users who will be given access to the Urban PERIsCOPE web-based collaborative platform (the “Platform” or “Urban PERIsCOPE”). Only the Urban PERIsCOPE Administrator (either of which shall be a “Domain Manager”) can invite Authorized Users to work in collaboration with him or her on one or several projects. The Domain Managers can administer the account of every Authorized User and the Hub (“Domain”). The maximum number of Authorized Users is set by a Domain Manager’s subscription level. There are four (4) categories of Authorized Users: Authorities, Professionals (incl. property owner), Educational (Researcher) and Public. The Administrator can make changes to projects and assign Authorized Users to projects. The Professionals and Educational users can make any change to a specific building project while the Public is only permitted to view open datasets (public buildings integrated in the Platform for demonstration purposes).
One of the roles above shall be assigned to Customer by Provider. All Customers shall be bound at least by the rules herein applicable to Authorized Users and Customers generally, with limited more specific rights and obligations only applicable to Domain Managers, as specified in this Agreement.
Each Authorized User shall have its own account for accessing the Platform and use of the Hosted Services.
Subject to and conditional on compliance with the terms and conditions of this Agreement by Customer, during the Term, Provider shall use commercially reasonable efforts to provide to Customer the services offered on the Platform (collectively, the “Services”), including to host, manage, operate and maintain the Service Software for remote electronic access and use by Customer (collectively, the “Hosted Services”) 24 hours per day, seven days per week, every day of the year, except for:
From time to time, Provider may make available to the Customer, at no additional cost, Beta Services. If the Customer chooses to use Beta Services (at its sole discretion), it acknowledges and agrees that those Beta Services are intended and made available for evaluation purposes only, are not for production use, are not supported, are provided on an “as is” basis excluding any express or implied representations or warranties or any kind, and such Beta Services may be subject to additional terms. The Customer acknowledges and agrees that: (a) Beta Services are not considered “Hosted Services” under this Agreement; and (b) all restrictions, Provider’s reservation of rights, and the Customer’s obligations concerning the Hosted Services, shall apply to the Customer’s use of Beta Services. The Customer’s right to use Beta Services will expire on the date that a version of the Beta Services becomes generally available to customers, provided that in the event that the Beta Services are rolled out and become available as a Hosted Service under this Agreement, additional terms, conditions, and fees shall apply all as provided for in a statement of work. Provider may discontinue Beta Services (at its sole discretion) and may never make them generally available. Unless otherwise provided in this Agreement, which, for the avoidance of doubt, includes the indemnities set out in this Agreement, Provider disclaims any liability for any harm or damage arising out of or in connection with a Beta Service. Provider shall not implement or provide any Beta Services to Customer without prior written approval of the Customer.
Except as otherwise expressly provided in this Agreement, as between the parties:
As further detailed in the Data Management Plan, all data are stored at the CyI HPCF, Cyprus.
Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate or otherwise deny access to, or use of, all or any part of the Services or Provider Materials by Customer or any other Person, without incurring any resulting obligation or liability, if: (a) Provider receives a Governmental Order that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its discretion, that: (i) Customer has failed to comply with, any term of this Agreement, accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any instruction or requirement for the use of the Services; (ii) Customer is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated.
If Customer has entered into an Application Developer and API Terms of Use (the “API Agreement”) with Provider governing Customer’s rights (as “Developer” as defined in the API Agreement) to use and access the application programming interface and any accompanying or related documentation, source code, executable applications and other materials made available by Provider, including, without limitation, through its website (“API”) for the purpose of developing, and implementing web or other software services or applications, Customer’s access to and use of the API for internal use is governed by this Agreement (and the General API Policies) as indicated in Section 2.1 of the API Agreement.
The Provider hereby authorizes all Authorized Users to access and use, in the Territory and during the Term, the Hosted Services and Provider Materials.
The Authorized Usershall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, User shall not, except as this Agreement expressly permits:
Provider shall use best reasonable efforts to comply with usual industry standards with regard to data backup practices. IN ANY EVENT, PROVIDER HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA.
Provider will employ security measures in accordance with Provider’s data privacy policy as amended from time to time, a current copy of which is available at Data Management Plan, (the “Privacy Policy”).
Provider maintains a data breach plan in accordance with all Laws and the criteria set forth in Provider’s Privacy Policy and shall implement the procedures required under such data breach plan on the occurrence of a “Data Breach” (as defined in such plan).
Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data: (a) to Provider, its Subcontractors and the Provider Personnel as are necessary or useful to perform the Services; and (b) to Provider as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.
In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including, information consisting of, or relating to, the building plans, ownership and information regarding interior spaces, possessions and anything that should be protected by GDPR policy. Without limiting the foregoing: all Provider Materials are the Confidential Information of Provider.
As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including:
(each of the foregoing, a “Force Majeure Event”).
A party whose performance is affected by a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
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