TERMS & CONDITIONS
"realar.com" and REALAR® are Trademarks and Copyright © 2018 of StartInno Ventures Pty Ltd. ABN 87 615 400 443 (Site)
End User License Agreement (EULA)
IMPORTANT – READ CAREFULLY: This End User License Agreement (“Agreement”) is a legal agreement between the party who is using or paying for the use of the Software (“Customer”) and Software Licensor (“Realar”).
You must accept all the terms and conditions of this Agreement without modification. If you do not agree to these terms and conditions in their entirety, you are not authorized to use or access the Software.
Realar may wish to update or change the terms, conditions and notices for the Software from time to time to reflect changes in the Software or for other good reasons. You understand that Realar reserves the right to make these changes and that you are responsible for regularly reviewing these terms, conditions and notices. Your continued access to or use of the Software after any such change shall constitute your consent to such change.
Realar, who is the developer of the Software, has the worldwide rights to license the use of this augmented real estate software.
You represent that you intended uses which amongst other things, the supply of relevant Content and use of Data and desire to use the Software in accordance to the terms of this Agreement. Any Content deemed to be inappropriate for use and in no way must offend, mislead or be harmful to minors, race, gender or sexual orientation will be subject to Termination according to Section 7.
Unless explicitly stated in an addendum or separate agreement, Realar agrees to grant the Customer non-exclusive use of the Software and its updates to the Data subject to the terms and conditions set out in this Agreement.
This Agreement shall take effect from the time the Software is first used or accessed by you.
By using or otherwise accessing the Software, you hereby acknowledge and accept the above recitals and the following terms and conditions and as they may be reasonably amended from time to time.
1. DEFINITIONS: All capitalized terms shall have the meaning set forth in this Agreement.
“Account Information” means the unique login details and password code given to you by the Software, which allows you to access the Software online.
“Authorized User” means Realar, your users as nominated by the Customer is an authorized user; this includes users which the Customer deems fit to access your Data and does so under this agreement.
“Authorized Devices” means computer Workstation Equipment and other Supported Devices accessing the Software by an Authorized User.
“Content” means building designs, floor-plans, blueprints either, uploaded by the Customer through the Software; or supplied by you electronically to Realar directly and/or in person. You retain all copyright and ownership rights of the Content supplied. Realar does not warrant Content in accordance to Section 8.2.
“Data” means the information pertaining to building plans, designs and models converted into Realar formats, which is thereafter supplied to the you by Realar in machine readable form by the Software.
“Start Date” means the date stipulated in either a) the Order Form; or b) date purchased online (inclusive of the start of any trial period).
“Price” means all fees and charges payable to the Realar by you for your use of the Software in accordance with Section 6 of this Agreement; online purchases will be billed immediately (or after an initial trial period); otherwise an Invoice will be issued stating payment terms.
“Term” means the duration from the Start Date stipulated in either a) the Order Form and in accordance to Section 2; or b) according to monthly or annual plan purchased online (inclusive of any trial period).
“you” means the Customer, Customer dealer or the Customer franchisee or agent which is party to this Agreement and its employees, agents, representatives and assigns;
“the Software” means the system branded “Realar” developed and proprietary to Realar and consisting of “online” computer software, applications and services provided via computers and devices connected to the Internet. It also includes all Data, updates, images and any and all associated media and printed materials including ‘online’ or electronic documentation.
“Supported Device” means smartphones, electronic tablets and computer equipment consisting of the minimum equipment specifications, operations systems and configuration required to run the Software. Please refer to the Supported Devices page and systems requirements for the Software on http://help.realar.com portal for details.
The initial term of this Agreement will commence on the Start Date and expire on the (the “Term”), unless terminated earlier in accordance with Section 7. If a new Agreement is not made this Agreement will be extended after the initial Term for successive renewal terms of one year each unless either party gives the other party at least sixty (30) days cancellation notice prior to the end of the Term of any renewal term.
3.1 Realar hereby grants to you non-exclusive, non-transferable use of the Software subject to the terms and conditions of this Agreement.
3.2 The Software is intended to be used online in conjunction with a hosting service. You will be provided with a single set of Account Information. You may use your Account Information to access the Software on multiple computers. You may only use the Software in good faith and for proper purpose.
3.3 You acknowledge that all copyright and all other ownership rights and goodwill in any and all parts of the Software and any replacement, update or modification of any part of the Software remain the sole and exclusive property of Realar and/or its rightful licensors. NO PROPRIETARY RIGHTS ARE VESTED IN YOU, THE USER. The Software at all times remains the property of Realar and/or its rightful licensors.
4. USE OF THE SOFTWARE
4.1 You acknowledge that the Software is only intended to be used for converting existing plans or designs into life-size walk-throughs on a Supported Device. You may not make any copies of any part or portion of the Software or copy or load its Data onto any distribution device or platform.
4.2 You agree that you shall not:
(i) make, or permit any other person to make, a copy of the Software, your Account Information or the Data or any part thereof;
(ii) make use of any part of the Software or the Data for or on behalf of any unauthorized person, entity or organization, nor permit any unauthorized person, entity or organization to utilize the Software, your Account Information or the Data;
(iii) make or permit to be made any additions or modifications to the Software and/ or the Data. Any unauthorized modifications to the Software may be considered an infringement of copyright and other intellectual property laws;
(iv) attempt in any manner to reverse engineer, decompile or disassemble the Software;
(v) access the Data by any means other than via the Software.
4.3 The Software is entirely online-based and is resident on servers belonging to either Realar or a Realar service provider and is accessed wholly via your own Authorised Devices over the internet. You acknowledge that you will need Supported Devices running the minimum specifications recommended in order to access the Software, and that you are entirely responsible for obtaining, installing, configuring, updating and maintaining your own Supported Devices.
4.4 On subscribing to the Software, Authorized Users will be provided with Account Information which will allow them to access the Software via their own Authorized device. You acknowledge and accept that you are solely responsible for maintaining the confidentiality of your Account Information and for restricting access to your Account Information. You further acknowledge and accept that you will be deemed responsible for any and all activities that occur in connection with your Account Information.
4.5 If you become aware of any unauthorized use of your Account Information you must notify Realar immediately. Realar may, in its sole discretion, restrict, limit or alter the compromised Account Information so as to completely or partially disable access to the Software via the compromised Account Information. Realar accepts no liability for any loss or damage caused by unauthorized use of any compromised Account Information, or by any inability to access the Software.
5. SOFTWARE, DATA UPDATES AND SUPPORT
5.1 Realar will perform customary Data updates to Software from time to time. Realar shall release such Data updates in accordance with the receipt of the necessary information from you and your Authorized Users to provide relevant changes to Realar. Realar is under no obligation to perform, make or develop any specific enhancements to or customization of the Software, although Realar may offer such enhancements to you during the term of this Agreement.
5.2 Realar will provide access to its “Customer and Help Center” (http://help.realar.com) as well as email support services during normal business hours for all application-related queries. Realar may, at its sole discretion, investigate and, to the extent possible, correct any failure of the Software to meet the functional specifications in the instructions, provided that:
(i) any failure shall be demonstrable;
(ii) notice is given to Realar promptly after any such failure becomes known;
(iii) the operating system of supported devices, Authorized Equipment have been properly installed, operated, configured and maintained; and
(iv) failure is not due to a fault in the Supported Device, Authorized Equipment or the fault of third party software not licensed by Realar.
5.3 Any replacement, update or modification of any part of the Software shall become part of the Software and your rights to use such replacement, update or modification shall be governed by the terms of this Agreement. Any reference to the Software in this Agreement shall include all such replacements, updates and modifications from time to time.
You agree to pay the Price for your use of the Software in accordance with the Authorized Supplier’s terms and conditions knowing that a failure by you to pay the Price as and when due may result access to the Software being restricted or this Agreement being terminated as per Section 7, below.
7.1 You may terminate this Agreement at any time but shall give 30 days’ notice in writing to Realar, however, that (i) you are not in default under the terms of this Agreement, and (ii) that where you are seeking to terminate prior to the initial term’s time commitment end date you pay Realar a termination fee equal to the then current monthly charge multiplied by the number of months remaining on the initial term of this Agreement (see Section 2).
7.2 Realar shall be entitled to terminate this Agreement at any time following breach of any term of this Agreement by you which continues for at least 30 days after notice of such breach has been given to you. In the event that such breach relates to a failure by you to pay any portion of the Price in accordance with this Agreement or the unauthorized copying or distribution of the Software, may terminate this Agreement immediately.
7.3 In the event that you become bankrupt, are wound up or a receiver appointed to any of your assets or you lose authorization to receive the Data, this Agreement shall be immediately terminated.
7.4 If, for any reason, this Agreement is terminated, access to your Account Information, Data and Authorised Users will be disabled without any liability to Realar and you must immediately stop using the Software.
8.1 LIMITED WARRANTY – Realar warrants that the Software will perform substantially in accordance with its product information. Any implied warranties in respect of the Software are limited to the current Price period or the shortest period permitted by applicable laws, whichever is greater.
8.2 Realar does not warrant the Content nor that the Software or the Data is error free. Realar does not validate the accuracy or completeness of the Content, data and information supplied to it by the Customer.
8.3 You acknowledge that you have relied on your own commercial analysis and judgment in selecting the Software and have not relied on any promise, representation, warranty or undertaking made or given by the Authorized Supplier in relation to any results, consequences or benefits to be obtained from the use of the Software.
8.4 CUSTOMER REMEDIES – Realar’s entire liability and your exclusive remedy shall be, at Realar’s options, either (a) return of the Price (pro-rata of the Term) or, (b) repair or replacement of the Software that does not meet Realar’s Limited Warranty and which you promptly notify to Realar. This Limited Warranty is void if failure of Software has resulted from accident, abuse or misapplication or any unauthorized access.
8.5 NO OTHER WARRANTIES – TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REALAR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, THE PRODUCT INFORMATION AND AUTHORIZED WRITTEN MATERIALS. THE LIMITED WARRANTY CONTAINED HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS.
8.6 NO LIABILITY FOR CONSEQUENTIAL DAMAGES – TO THE MAXIMUM EXTEND PERMITTED BY APPLICABLE LAW, REALAR AND THE AUTHORIZED SUPPLER SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DAMAGES TO DEVICES OR EQUIPMENT, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ANY REPRESENTATIVE OR AGENT OF REALAR OR OTHER PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, REALAR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE PRICE PAID BY YOU FOR THE USE OF THE SOFTWARE.
8.7 UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO REALAR’S NEGLIGENCE, WILL REALAR OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, OFFICERS AND/OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO (A) THE USE OF (INCLUDING, WITHOUT LIMITATION, PHYSICAL DAMAGE OR HUMAN INJURY), (B) THE INABILITY TO USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THIS SERVICE, EVEN IF REALAR OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME TERRITORIES/STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TOTAL LIABILITY OF REALAR AND ITS AFFILIATES AND THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES, INFORMATION PROVIDERS, LICENSORS, LICENSEES, OFFICERS AND/OR AFFILIATES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) EXCEED USD$100.00.
8.8 Subject to this section, all conditions and warranties which would or might otherwise be implied in this Agreement are hereby excluded to the extent permitted by law.
9. FORCE MAJEURE
9.1 Neither Realar nor you the Customer shall be liable for any failure to perform any obligations required to be completed by Realar or you herein, where such failure is due to any cause beyond the reasonable control of Realar or you, except for the making of payments as and when they fall due and any obligations pertaining to confidentiality.
10.1 Any duties, goods and services tax, value added tax, sales tax or any other governmental charge levied in respect of the Software, its delivery or any other goods or services supplied pursuant to this Agreement shall be payable in addition to the Price payable by You unless your agreement with the Authorized Supplier states otherwise.
10.3 Realar may, at any time, assign or sub-contract all or part of its rights and obligations under this Agreement. This Agreement may not be assigned or sub-contracted by you without the prior written authorization of Realar.
10.4 This Agreement is governed by the laws of New South Wales (Australia) and the parties submit to the jurisdiction of the Courts of New South Wales for determining any dispute concerning this Agreement.
10.5 This document constitutes the entire agreement and understanding between the parties in relation to the use and supply of the Software.
For any questions or notices, please contact us at:
REALAR at StartInno Ventures Pty Ltd ABN 87 615 400 443 Email: hello[at]realar.com