SERVICE LICENSE AGREEMENT

V2209
This Service License Agreement is entered into between Flügelspiel - Software & Creatives OG, Kroisbachstraße 20, 3340 Waidhofen an der Ybbs, Austria; UID Nr.: ATU76348668, Firmenbuchnummer: FN 547005w (hereinafter referred to as "Licensor") and the  "Customer" stated in an individual quote. The Licensor and the Customer may be referred to individually as "party" and jointly as "parties". The License Agreement shall enter into force upon signature of a related quote. 

 

The parties state that the Licensor is the developer and legal owner of "DoorVision" (hereinafter referred to as the "Digital Product") - a web application that allows users to visualize doors on both desktop and mobile devices (https://demo.door-vision.com); The Customer wants to use the Digital Product as an enhancing feature/function for its channels (website/app/catalog..). The Licensor agrees to provide the services set forth in this Agreement and to grant the Customer the license to use the Digital Product for the purposes and conditions set forth in this Agreement. 

 

The parties agree:

 

  1. Usage
    The Customer requests access and use of the digital product - Door Vision App (https://demo.door-vision.com) - for the purposes stated herein.
     

  2. Term
    The term of this agreement shall commence on the Effective Date of this agreement and shall remain in full force and effect until terminated in writing by either party to the other.
     

  3. Description and Features of the Digital Product
    The features and functionality of the Digital Product shall be as set forth in the Service Description. This is an annex to this agreement and can be found below.
     

  4. License
    The Licensor grants to the Customer a non-exclusive and non-transferable license to use the Digital Product for the purpose of promoting doors (the "Purpose"). The Customer will use the Digital Product as an enhancing feature for its channels (website, app, catalogs..) to allow users to visualize the Customer's doors.
     

  5. Sublicensing
    The Customer is not entitled to sublicense the intellectual property to third parties unless the Licensor gives its written consent.
     

  6. Intellectual Property Rights
    ‘Intellectual Property Rights’ means all copyrights, trademarks, service marks, trade, business and domain names, design rights, database rights, moral rights, confidential information rights (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or not, and including all applications for renewal or extension of such rights and all similar or equivalent rights or forms of protection in any part of the world. The Customer agrees that, subject to the rights and licenses granted herein, the Licensor is and shall remain the sole and exclusive owner of all right, title and interest in and to the DoorVision App and all copies of the DoorVision App throughout the world. The Customer also agrees that any intellectual property in Licensor's enhancements, developments or derivative works belongs to the Licensor. All new and adjacent intellectual property developed by the Licensor after the date of signing this Agreement shall belong to the Licensor. All intellectual property rights therein, including trademarks, trade secrets, design, copyrights and patent rights (collectively, the "Content") belong to the Licensor.
     

  7. Licensor’s Obligations

    1. The Licensor undertakes to take all necessary measures to provide the Customer with an adequate service as agreed by the Parties.

    2. The Licensor undertakes to inform the Customer of any changes and/or requirements to its services.

    3. The Licensor shall provide the Customer with a unique url to the Customer's DoorVision environment, as well as login information to the Admin Interface to allow the Customer to effectively use the Digital Product.

    4. The Licensor agrees to provide the Customer with reasonable technical support regarding the Digital Product as needed. Such support and the appropriate scope thereof shall be at the Licensor's discretion
       

  8. Customer’s Obligations

    1. The Customer undertakes to provide all necessary information required by the Licensor to provide the services specified in this Agreement. The Customer shall ensure that all such information is accurate and complete.  

    2. For the license granted herein and the services provided to the Customer, the Customer agrees to pay all fees without deduction and in a timely manner.

    3. It is the Customer's responsibility to upload its products to the Door Vision Admin Panel and define any key information/attributes it wishes to have for the display of the uploaded products in the DoorVision App.

    4. The Customer is responsible for checking and meeting the legal requirements in the markets in which he brings the digital product to use. Any necessary additions or replacements to the existing DoorVision legal texts are to be provided by the Customer. 

    5. The Customer agrees to be named as a reference customer in the Licensor’s PR and marketing.
       

  9. Payment
    For the license granted the Customer agrees to pay the following fees (the "Payment"):
     

    1. Onboarding Fee: A one-time Onboarding Fee will be charged for the setup of the Basic Package for the Customer's DoorVision App environment. (Price as quoted) The description and features of the Basic Package are set forth in the Service Description, which is an attachment to this Agreement.
       

    2. Hosting, Maintenance & Operations: a monthly fee for hosting, maintenance and operations of the Customer's DoorVision App environment. The fee will be charged quarterly as quoted.
       

    3. License Fee: A fee per visualization session on the Customer's DoorVision App environment as quoted. The current status of visualization sessions is brought to the Customer's attention in the DoorVision Admin Panel. The definition of visualization sessions can be found in the appendix "Service Description". If defined by the quote this can also be a lump-sum fee independent of the Customer’s usage. The license fee is charged quarterly.
       

    4. Invoices from the Licensor to the Customer are due within two weeks after receipt. All prices exclude VAT and will be invoiced in euros (€). Conversion rates to be taken from the official European Central Bank Website by the Licensor on the day the invoice is being issued to the Customer. Costs for international transfer fees will be covered by the Customer.
       

    5. All payments are to be made in Euro (€), without deductions and to the following account:
      Account holder: Flügelspiel-Software & Creatives OG
      IBAN: AT14 2025 6000 0061 0675
      BIC: SPSPAT21XXX
      Name of the bank: Sparkasse Niederösterreich Mitte West AG
       

    6. If the Customer is in default of payment, 2% fixed interest will be charged on the outstanding amount (default interest).
       

    7. The invoicing of the fees starts as soon as login data have been provided to the customer.
       

    8. Additional Fees
      If the Customer requires a specific need outside the scope of the Basic Package, (eg. API development, filters development, custom styling...) it may request a quote for this from the Licensor. What constitutes a specific need is at the  Licensor's discretion.
       

    9. New features and releases developed by the Licensor that become available from time to time as enhancements to the Digital Product may require an additional fee for their use or access. 

    10. Price Adjustements
      The Licensor may adjust prices quarterly with prior written notice to the Customer of 30 days. If the Customer disaggrees with the intended price adjustments it may terminate this contract within the given 30 days period before the price adjustments come into effect. 
       

  10. Branding
    The DoorVision Basic Package (as described in the Service Description) will include discreet DoorVision branding. (as displayed at https://demo.door-vision.com) Should the Customer want to permanently remove the DoorVision mention / Logo from the Digital Product, the Customer may purchase this ‘white-labeling’ for a one-time fee of €4.000,-. If defined by the quote this can also be a monthly fee at an amount specified in the quote. Fees are charged quarterly.
     

  11. Confidentiality (Privacy Policy)
    During the term of this Agreement, the Licensor may receive, have access to and create documents, records, and information of a confidential and proprietary nature to the Customer or its users. The company acknowledges and agrees that such information is confidential and must be kept strictly confidential. The company agrees that it will not divulge, disclose, communicate, copy, or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of the Customer or as otherwise directed by the Customer in the course of the Licensor’s performance under this Agreement or as may be required by law. The Licensor agrees to act as the data controller for the data received about the Customer and its business (“Data Controller” for the sake of this agreement and the GDPR shall mean a legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data”). The Licensor shall also act as a data processor for data about the Customer’s users made available to the Licensor - mostly images uploaded by users for door visualization (“Data Processor” for the sake of this agreement and the GDPR shall mean a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Data controller”) and ensure the data 
     

  12. Modification of Agreement
    Any amendment or modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
     

  13. Limitation of Liability

    1. The Licensor shall not be liable for any damages incurred by the Customer or its users due to the Customer's negligence or omission or failure to comply with the guidelines/solutions provided by the Licensor. The Customer is solely responsible for such damages.
       

    2. The Licensor assumes no responsibility and shall not be liable for any delays in the provision of the Services specified in this Agreement caused by a Customer's incomplete or incorrect information.
       

    3. While the Licensor will exercise all reasonable care and skill in providing the Services to the Customer, the Licensor does not warrant that the Digital Product and Services are fit for any particular purpose or are of any particular quality or that the Services will be provided with complete certainty. Accordingly, the Customer orders the Licensor’s Digital Product and Services at its own risk, and the Licensor shall be liable only for reasonable and foreseeable loss or damage caused by the Licensor's gross negligence. 
       

    4. The Licensor shall not be liable for any loss or damage, including lost profits, resulting from the interruption or unavailability of the Digital Product due to external causes, including, but not limited to, failure of Internet equipment, hosting equipment, communications networks, power outages, acts of nature, acts of war, or legal restrictions and censorship.
       

    5. The Customer may not use the Digital Product to sell doors in e-commerce directly to users in Germany and in the UK. (This would interfere with existing exclusivity agreements by the Licensor.
       

    6. The Licensor shall not be liable for any damages incurred by the Customer or its users due to the negligence or omission of any third party, such as contractors performing services on behalf of the Licensor. The responsibility for such damages lies solely with such third parties.
       

  14. Termination

    1. Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 10 days of such breach.
       

    2. Either party may terminate this Agreement at the end of any quarter following the signing of this Agreement upon 30 days written notice. The Customer agrees that payments made prior to Customer's termination of this Agreement will not be refunded.
       

  15. Conciliation and Arbitration
    If any dispute relating to this Agreement between the Licensor and the Customer cannot be resolved through informal discussions within 30 days after the dispute arises, the parties agree to submit the matter first to a non-binding mediator and, if mediation fails, to a qualified arbitrator. The decision of the conciliator is binding on the parties. Any mediator or arbitrator must be a neutral party acceptable to both parties. The costs of mediation or arbitration shall be paid by the party filing a claim.
     

  16. Severability
    If any provision of this Agreement is invalid or unenforceable in whole or in part, all other provisions shall nevertheless remain valid and enforceable, and the invalid or unenforceable portions shall be severed from the remaining provisions of this Agreement.
     

  17. Waiver
    The waiver by either party of any breach, default, delay or omission of any provision of this Agreement by the other parties shall not be construed as a waiver of any subsequent breach of the same or any other provision.
     

  18. Jurisdiction
    This Agreement shall be construed and enforced in accordance with the laws and decisions of the courts in Austria. It is agreed that the place of jurisdiction shall be the Court of Vienna.

SERVICE DESCRIPTION

  1. Product specifications
    The basic package of the digital product includes the following functions/specifications and elements:
     

    1. Onboarding / design adaptation
      The licensor adapts the DoorVision design to the corporate identity of the Customer. A basic customization includes the adaptation of the logo, colors, sample images provided by the Customer, fonts and texts.
       

    2. Door Visualizations
      The application provides Static AR visualizations in the following user flow:
       

      1. Hello Screen
        explains the purpose of the solution and provides a URL-customized QR code to help users reach it on mobile devices.
         

      2. Upload Image
        The user can either upload/take a personal photo or select from a list of provided images.
         

      3. Refine Edges
        The solution independently tries to detect doors or wall openings. Users are asked to refine the edges to get a perfect visualization.
         

      4. Visualization
        Visualization results (Static AR) and a product overview are displayed here. Users can select which door they want to see next. The user can flip the visualized door, share the visualization link, download the image or jump off to the store page of the door shown.
         

    3. Admin panel
      Here’s where the Customer can manage his doors and shadow profiles. Door names and store links are also uploaded by the Customer in the Admin Panel. (Alternatively provided via API or Spreadsheet Import). In the Admin Panel, the Customer can view the current status of visualization sessions. 
       

    4. Included numbers & services in the basic package

      1. 1x Door Vision environment.
        Each Door Vision customer gets its own environment and Door Vision URL. (e.g. name.doorvision.com).
         

      2. 1x Language
        The digital product is delivered in one language by default. Additional languages can be offered at an additional cost. 
         

      3. Doors Capacity
        In the basic package up to 1.000 doors can be uploaded. 
         

      4. Pricing details
        The Pricing is based on the service license agreement. The information below provides an overview of the pricing and requirements of each fee:
         

        1. Onboarding Fee:
          Set-up of the described DoorVision environment.
           

        2. Hosting, Maintenance and Operation: 
          This fee covers hosting of Customer's Door Vision environment, maintenance and operation of all functionality.
           

        3. License Fee:
          The license fee is charged per visualization session, which are tracked by the licensor's analytics. A "Visualization Session" is defined as follows: Each time a user uploads his own photo or selects one of the available images to visualize different doors in it, a visualization session is counted. The number of visualized doors, shared links or use of other functionalities is irrelevant. Only when the user uploads or selects a new source image is a new visualization session evaluated. The number of users is irrelevant - a user can trigger multiple visualization sessions if he uploads or selects multiple images. If stated in the quotation, this license fee can also be paid as a lump-sum monthly fee. 
           

    5. Content
       

      1. The Doors:
        All doors must be provided by the Customer in png format. All doors are uploaded by the Customer in his administration area. (Alternatively API or batch upload possible against individual effort).
         

      2. Shadow profiles (optional): Shadow profiles add realism to the visualizations. However, they are not mandatory. If the Customer decides to add shadow profiles (5x shadow PNGs per profile), the Customer can upload them in his admin panel. Sample files can be provided upon request.
         

      3. Information / Attributes:
        In the Basic Package, the fields 'Name, ID, Shoplink and Price' can be edited by the Customer for the doors. Further fields and attributes are possible upon an individual offer.

    6. Tracking
      The website and the application of the Customer are tracked with Google Analytics. Data such as sessions, clicks, visitor demographics, etc. are examined. Part of Door Vision's technical functionality is the recognition of a door in a photo. To improve door recognition, the company will track the position of the door estimated by the software and the final position after refinements by the user. The data, i.e., the door coordinates and the image of the user itself, will be processed in a machine learning model to improve door recognition. The license fee is charged based on usage. To implement this pricing model, the licensor tracks the number of "visualization sessions".