Realsee Terms of Service

Thank you for your interest in Beike Realsee Technology (HK) Limited, and its affiliated entities (collectively, “Realsee” or “we”). Please read the Terms of Service ("the Terms ") carefully before using Realsee’s website and any of Realsee's products, software, applications and functions (collectively referred to as "Realsee Service"), in particular, the terms of exemption or limitation of Realsee's liability, applicable law, and dispute resolution. Terms of exemption or limitation of liability and other terms involving your vital rights and interests may be highlighted in UPPERCASE or in bold to remind you to pay additional attention.

If you use Realsee Service, you shall be deemed to have accepted the Terms and any policies or guidelines quoted therein. If you do not accept or do not agree to any of the terms, you shall immediately cease to use Realsee service. You are bound by the Terms when you fill in information as prompted on the account registration page and acknowledge your consent to this agreement or actually use Realsee Service in any other manner permitted by Realsee.

IF YOU ARE UNDER EIGHTEEN YEARS OF AGE OR A MINOR UNDER THE APPLICABLE LAWS, PLEASE READ CAREFULLY AND FULLY UNDERSTAND THIS AGREEMENT ACCOMPANIED BY YOUR PARENTS OR OTHER LEGAL GUARDIANS, AND USE REALSEE SERVICES AFTER OBTAINING THE CONSENT OF YOUR PARENTS OR OTHER LEGAL GUARDIAN.

The headings of each term are intended to assist you in understanding the subject matter of the Terms and do not affect or limit the interpretation of the Terms. In order to protect your rights and interests, you are advised to read the specific clauses of each term carefully. If you have any questions about the Terms, feel free to contact Realsee following the details disclosed in Section 14 of the Terms.

 

1.    Universality

This Terms shall be legally binding on both you and Realsee. Realsee Service is owned and operated by Beike Realsee Technology (HK) Limited and its affiliated entities. You acknowledge that you commit to being a natural person or an entity/organization with full capacity for civil conduct when you accept or use Realsee Service. If you fail to have the aforementioned qualifications, you or your legal guardian shall bear all the consequences caused by this under the laws and regulations.

Realsee reserves the right to revise and update any of the Terms at any time in its sole discretion without prior notice to you, and such changes will be effective in the future. However, Realsee will not materially reduce your rights under the terms without your express consent. You acknowledge and agree that by receiving and proceeding to use the updated Realsee services, you accept such changes of your rights and obligations to the Terms (if any). Therefore, you should visit our official websites or product pages periodically to learn about changes. If you do not agree to any change in the terms, you shall immediately cease to use Realsee Service.

 

2.    Prohibited activities

You should not engage in any of the following prohibited activities while using Realsee Service. If you engage in any of the following prohibited activities and cause any third-party damage, you shall be solely liable and fully indemnify Realsee for any losses sustained by Realsee. Moreover, you further agree that Realsee shall have the right, in its sole discretion and without prior notice to you in accordance with its own judgment, the notice of third parties or the need to comply with the laws and regulations, choose, in whole or in part, to: delete information content published by you; suspend or terminate your license to use Realsee Service and the corresponding technical services, including, but not limited to, restrict, freeze or terminate your Realsee account, where you shall bear all consequences of the inability to use Realsee account; and resort to administrative law enforcement agencies or judiciary authorities to investigate corresponding legal responsibilities.

1)     Send, upload, make public or transmit in any other way any unlawful, infringing, harmful, harassing, defamation, threat, hatred, discrimination, violence, fraud, vulgarity, pornography, objectionable images, words, or other illegal content under applicable laws, statutes, regulations, or any other regulatory orders to or through Realsee Service;

2)     Forge identity or association in any way;

3)     Promote or sell any product/service (unless you have a separate agreement with Realsee) or distribute spam marketing information;

4)     Attempt to “hack”, “crack”, reverse engineer or modify the products or the Apps provided by Realsee, or discover, download or publish source code, bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Realsee Service, or interfere with or impair the steady and safe operation of Realsee Service;

5)     Violate any applicable laws and regulations; and

6)     Assist or permit any person to participate in the above activities.

 

3.    Information transmitted by users

You are solely responsible for any information you transmit to or through Realsee Service (or transmit to us by email). You agree and warrant that any information you transmit to or through Realsee Service (or any information you transmit to us by email) is true, accurate, non-misleading, legitimate, and does not infringe any legitimate interest of third parties , provided in good faith and that you have full right or authorization to transmit such information. Realsee has the right to monitor all actions on Realsee Service and content transmitted to Realsee Service in accordance with the provisions of applicable laws (but without any obligation beyond the provisions of the applicable laws).

If such information transmitted by users includes personal information, then it will be subject to Realsee's Privacy Policy or a separate agreement between you and Realsee.

You fully understand that, unless otherwise specified in Realsee's Privacy Policy or in the separate agreement between you and Realsee, you grant Realsee an irrevocable, permanent, worldwide royalty-free license transferable/sublicensed to Realsee associated entities, to use, copy, transfer and distribute spatial images and data that you transmit to or through Realsee Service for machine learning without payment to you or others.

 

4.    Realsee account safety

After you acknowledge your consent to the Terms and complete the account registration process, Realsee will provide you with a uniquely numbered Realsee account. Realsee reserves the right to refuse to provide the account, close the account and terminate the service in its sole discretion under the Terms, unless otherwise specified in the separate agreement between you and Realsee.

When accepting Realsee services through your account, you confirm that the information you provide in registration is true, accurate, complete, legal, and valid and that any changes to your account information should be updated promptly. You shall promise that your user name, avatar and personal introduction, and other relevant account information shall not contain illegal and undesirable information and comply with applicable laws and regulations. 

You are responsible for the confidentiality and security of your Realsee account, login password, payment password (if any), verification code, and for the actions conducted and content transmitted through your Realsee account. Unless otherwise specified in the applicable laws or in the separate agreement that you enter into with Realsee, your Realsee account shall not be transferred, lent, shared, gifted or inherited in any way (other than property interests related to the account), and your login password, payment password (if any), and verification code shall not be provided or disclosed to any third party. Otherwise, you shall be solely liable and fully indemnify Realsee or any third party for any losses sustained by Realsee or any third party. If you discover that any person is using your Realsee account improperly or in any other circumstances that may endanger the security of your Realsee account, you shall immediately notify Realsee to suspend or freeze the relevant service. You should understand that Realsee takes reasonable time to take action in response to your foregoing request, and that Realsee shall not be liable for any consequences (including, but not limited to, any loss to you) that may have occurred prior to taking such action.

If you have a valid authorization from your agency, you can apply to Realsee to create an agency account on behalf of the agency. You may need to provide your agency name, country/region, agency size, agency email, position, or other information required by and laws and regulations or a separate agreement between Realsee and the agency, so that we can review your application, and create an agency account and its administrator permissions for you, allowing you to manage the agency account through the administrator permissions, including creating use rules of your agency and adding/reducing agency employees. If you use Realsee's agency service as an administrator or employee of your agency, in addition to complying with the Terms and the separate agreement between Realsee and the agency, you shall ensure that Realsee's agency service is used only for the work designated by your agency.

 

5.    No warranties and limitation of liability

1)      Due to the foresight of the technology, the height of the shooting equipment, and the inevitable artificial errors, housing images, house structures, inner sizes and actually measured areas collected and generated by Realsee through the 3D reconstruction technology, as well as colors, textures, and sizes of 3D models of various spatial objects, may have a small deviation, or may not be fully consistent with your visual experience in person. Realsee does not encourage or allow anyone to use it as a basis for making decisions on transactions or non-commercial objectives. Please refer to the property ownership certificate or professional surveying and mapping results. We will also make efforts to eliminate such errors or inconsistencies through technological progress.

2)      We particularly remind you that, although Realsee has examined basic qualifications and past business conditions of our partners or customers to the best of our ability, since we are not a professional institution in the relevant fields, Realsee cannot make any commitment or guarantee for the words, behaviors, products and services of our partners or customers. Quotations, offers, commitments and conditions provided for you by the partners or the customers shall be examined and considered by you, and professional opinions shall be sought when necessary. Realsee has not provided any opinions or suggestions on the handling of these quotations, offers, commitments and conditions. Meanwhile, Realsee does not guarantee the accuracy and integrity of the external contents or services from partners to provide a convenience for you. You fully understand that the contents or damages of any third parties’ services lead to, which we shall not be liable for, are actually not under the control of Realsee.

3)      Unless otherwise specified in the separate agreement between you and Realsee, Realsee Service is provided "as is" without any form of warranty. To the extent permitted by the applicable laws, Realsee does not provide any warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that functions on Realsee Service will be free of interference or error-free, that defects will be corrected, or that Realsee Service will be free of viruses or harmful ingredients. We make no statements or warranties as to the correctness, accuracy, reliability, attainable results or other use or results of Realsee Service. If the applicable laws do not permit the exclusion of implied warranties, this section may not apply to you.

4) You are aware that the Internet is safe and stable not at all times. As to losses due to the telecommunications system or the Internet failures, computer malfunctions, damages or loss of information arising from problems in the devices or computer system, viruses, or any force majeure, Realsee shall not assume any responsibility when you use software applications or other online services provided by Realsee. Still, we will try to reduce the impact on you brought about by such losses.

5) You fully understand that you may be exposed to a wide range of sources of the information and content while accepting online Realsee Service, but Realsee shall not be liable for the accuracy, authenticity, availability, safety, integrity and legitimacy of such information and content. Realsee will remove the illegal or inaccurate content once users’ notices inform us on the basis of applicable laws and regulations, but you should bear any responsibility for the losses or damage arising from relying on or trusting on such content and information.

6)      To the extent permitted by the applicable laws, in no event, including, but not limited to, negligence, shall Realsee be liable for any consequential, exceptional, punitive, special, incidental or other consequential damages, even if Realsee has been informed of the possibility of such damages. Realsee's full liability to you shall not exceed the lesser of the total amount paid to Realsee during the six (6) months prior to the claim and $300. If the applicable laws do not permit limitation or exclusion of liability, this section may not apply to you.

 

6.    Indemnity

Users themselves are responsible for their use of the Realsee Service. Unless otherwise specified in the separate agreement between you and Realsee, you will indemnify, defend and hold harmless Realsee, its officers , directors, senior executives, employees and agents to protect them from any claim, demand, action, investigation or other proceedings (including, but not limited to, all damages, losses, liabilities, judgments, rulings, costs and expenses (including reasonable attorney fees) brought by any third party for the following reasons:

1)     you use Realsee Service;

2)     you are in breach of any portion of the Terms, any representation, warranty, or contractual obligation set forth in the Terms; or

3)     any information or material you submit to Realsee violates any applicable laws, contracts with third parties or infringes the rights of any third parties, including but not limited to any intellectual property right or publicity, confidentiality, other property, or privacy protection right .

Without Realsee's prior consent, your settlement of any claim shall not cause Realsee to be liable or to suffer losses. Furthermore, Realsee reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

 

7.    Security

You shall not infringe or attempt to infringe the security of Realsee Service, including, but not limited to, using unauthorized data or accessing unauthorized servers/accounts; accessing public computer networks or others' computer systems without permission and deleting, modifying or adding stored information; attempting to probe, scan, and test, without permission, vulnerabilities of Realsee Service system or network or other activities to undermine network security; attempting to interfere with or destroy the normal operation of Realsee Service system or website, intentionally spreading malicious programs or viruses and other behaviors of damaging or interfering with normal network information services; forging TCP/IP packet name or partial name; interfering with or attempting to interfere with, by using any device, software or routine, the normal operation of Realsee Service or any activity carried out through Realsee Service; and taking any action that will result in an unreasonably large data load on network equipment of Realsee Service.

Any such violation may result in criminal and/or civil penalties for you. Realsee will investigate any suspected or suspicious illegal acts. If criminal violations are suspected, we will cooperate with the investigation of administrative law enforcement agencies or judiciary authorities.

 

8.    Minors

Realsee serves the general public and we will not voluntarily collect any information of minors under the applicable laws. If you are a minor under any applicable law or under the age of 18, you may use Realsee Service only with the written authorization of your parent or guardian. If you violate this section, Realsee reserves the right to refuse to provide the account, close the account, terminate the service and delete the content in its sole discretion.

 

9.    Privacy

Realsee attaches great importance to your personal information and privacy protection. We will only handle your personal information when needed and follow the principles of lawfulness, legitimacy, necessity, and good faith. We commit to obtaining your prior and explicit consent or getting approval on the basis of the applicable laws and regulations before collecting your personal information. Unless otherwise stated or informed in the separate agreements entered by you and Realsee, we will only use your personal information to realize Realsee Service for you and retain your personal information to the minimum necessary and reasonable period permitted by applicable laws and regulations. We will delete or anonymize your personal information in time once you cancel your Realsee account or cease to accept Realsee Service.

For more details regarding your rights to manage your personal information and protect privacy, please refer to the Realsee's Privacy Policy.

 

10.  Intellectual property rights

All trademarks, trade names, logos or service marks contained in Realsee Service, whether registered or not, including, but not limited to, "Realsee", are the exclusive rights of Realsee or its partners and customers. You may not copy, download or otherwise use any of such trademarks, trade names, logos or service marks without the prior written consent of the owner concerned.

The content (including but not limited to text, images, video, audio and other forms of content information) you upload when using the Realsee Service is original or legally licensed by you (including sublicensing). Unless otherwise agreed or stated in the separate agreement between you and Realsee, you acknowledge and agree to grant Realsee worldwide, free of charge, exclusive rights (including and not limited to the reproduction, distribution, rental, exhibition, performance, screening, broadcasting, communication through information network, filming, adaptation, translation, compilation, and other property rights and interests) in the content generated by your use of the Realsee Service. You acknowledge and agree that Realsee has the right to use and otherwise develop the content in any publicity, promotion, advertising, marketing and/or research related to the aforementioned content, the Realsee Services, and the Realsee Brand, at its sole discretion or with the permission of third parties.

Materials and information published on Realsee Service (including, but not limited to, codes, texts, charts, logos, button icons, images, videos, sound file fragments, digital downloads, data editing and software) shall be the property of Realsee or its content providers under the protection of applicable laws. Compiling of all contents contained in Realsee Service is the exclusive property of Realsee under the protection of applicable laws, and all software (including but not limited to any images, photos, animations, videos, music, text and additional programs) are the exclusive property of Realsee or its software providers under the protection of laws. Unless otherwise specified in a separate agreement between you and Realsee, any browsing, copying, printing, dissemination and other acts through Realsee Service shall not be for commercial purposes, and any reprinting, dissemination or reproduction of materials and information and other content published on Realsee Service shall include a statement of rights and liabilities designated by Realsee.

Unless otherwise mandatory by applicable laws, no person may in any way, in whole or in part, illegally copy, disseminate, display, mirror, upload, download, reprint, quote, link, grab or otherwise use the information or content of Realsee Service without further written permission of Realsee.

 

11.  Protection of rights

Realsee always attaches great importance to the protection of rights and complies with applicable laws. Therefore, if the right holder finds that any user infringes his/her legitimate rights and interests by using Realsee Service, the right holder has the right to submit a notice of right to Realsee by written communication in advance. If the statement of the notice of right is not true, the right holder shall bear all the legal liabilities caused thereby (including, but not limited to, compensation for various expenses and corresponding attorney fees incurred). Where Realsee removes the content in accordance with the aforesaid notice of right, the content provider of the removed content may, by means of written communication, send a counternotice to Realsee that the removed content does not infringe the legitimate rights and interests. After a counternotice is given, Realsee may restore the removed content unless the removed content clearly violates the applicable laws, and shall not be liable for such restoration. If the statement of the counternotice is inaccurate, the counternotice submitter shall be liable for all legal liabilities arising therefrom (including, but not limited to, compensation for various expenses and attorney fees).

The aforesaid notice of right and counternotice shall be sent in writing to the following email address: hello@realsee.ai, and Realsee may further request written materials and information from you or the content provider of the removed content to prove its claim.

 

12.  Termination

Given the specifics of VR technology services, you fully understand that Realsee reserves the right to refuse to provide the account, close the account, and suspend or terminate the service in its sole discretion, unless otherwise specified in a separate agreement between you and Realsee. If required by any applicable law, Realsee will retain records of information transfer and other login use operations during your use of Realsee Service. Where you violate the law or the Terms during your use of Realsee Service, Realsee will retain records of such actions until you are actually held responsible.

 

13.  Govern laws and dispute resolution

Limited to the objective technology circumstances, we do not declare and warrant that Realsee Service is suitable or available anywhere else. Unless you enter into a separate agreement with Realsee, your choice to use Realsee Service from anywhere else is voluntary and you should ensure that your use of Realsee Service or use of Realsee Service to handle any business does not violate local laws.

Any content or information contained in Realsee Service may in no way be re-exported or re-provided to a resident of a country or region under embargo by the United States Government or controlled by its Government, or an entity in a country or region controlled by its Government, and any resident or entity on a list of nationals and blocked persons specially designated by the Treasury Department or any other lists of persons whose transactions are prohibited or restricted by the United States Government. If you uses Realsee Service, you declare and warrant that you are not located in the foresaid country or region, do not reside in the foresaid country or region, are not controlled by the government of the foresaid country or region, are not an entity of the foresaid country or region, and are not owned in whole or in part by a resident or entity on any such list.

THE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF CHINA, WITH THE EXCEPTION OF ANY CONFLICT OF LAWS. ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE TERMS SHALL BE SETTLED BY ARBITRATION IN HONG KONG BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE IN ACCORDANCE WITH THE HONG KONG INTERNATIONAL ARBITRATION CENTRE ADMINISTERED ARBITRATION RULES IN FORCE WHEN THE ARBITRATION NOTICE IS SUBMITTED IN ACCORDANCE WITH THE SAID RULES.

If any provision of the Terms is held to be illegal, invalid or unenforceable, that provision shall be deemed to be separate from the Terms and shall not affect the validity or enforceability of any other provisions. Any policy or guidance quoted in the terms is a part of the Terms and constitutes an entire agreement with the Terms.

 

14.  Contact details

The Realsee Service is offered by Beike Realsee Technology (HK) Limited located at Room 2609, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong with its affiliates. You may contact us via mailing a letter to the aforementioned address or by emailing us at hello@realsee.ai.

Thank you for your interest in Realsee, this Realsee Products Terms and Conditions of On-line Sale (“Terms and Conditions”) constitute one part of the entire agreement between Beike Realsee Technology (HK) Limited, Realsee Technology (USA) Limited or other affiliated entities as appropriate (collectively “Realsee”) and you or the entity that you represent (“You”) regarding Your purchase of Realsee Products. Please read these Terms and Conditions, Realsee Terms of Service and Realsee's Privacy Policy (https://home.realsee.ai/legal). If you do not accept or do not agree to any of the terms, you shall immediately cease to place any Order for You purchase of Realsee Products. 

Realsee reserves the right to revise these Terms and Conditions in its sole discretion at any time and without prior notice to You by updating these Terms and Conditions provided that such changes shall be effective from the moment a revised posting is made only with respect to Products purchased after the revision date. Thus, You should view these Terms and Conditions periodically to review changes. If You disagree with any changes to these Terms and Conditions, Your sole remedy is to discontinue future purchases. If You place an Order after a change has been posted, then such Order constitutes your acceptance of the updated Terms and Conditions which shall apply to that Order. These Terms and Conditions and the Order constitute the entire agreement between Realsee and You regarding Your purchase of Products, and supersede all prior communications and agreements, written or verbal, relating thereto. 

The headings of each term are intended to assist You in understanding the subject matter of these Terms and Conditions and do not affect or limit the interpretation of these Terms and Conditions.

1 DEFINITIONS

“Active Link” means a Display Link that remains published by You.

 “Cloud Service” means third-party cloud services engaged by Realsee, to help provide Service hereof; with the support of Cloud Service, End-users can access Deliverables, floor plans, editing functionality, etc. provided by the App from the internet rather than download or store locally on hard devices or local servers. Nowadays, Amazon is the Cloud Service Provider and its cloud servers are in Japan. Any Use of Cloud Service will adhere to AWS Service Terms: https://aws.amazon.com/cn/service-terms/. Except to the extent caused by Realsee’s willful misconduct, Realsee shall not be liable for the security and utility of the Cloud Service and any direct, indirect, special, incidental and consequential damages related to the Cloud Service.

“Deliverables” means all content displayed at the Display Link, including indoor 3D space models, floor plans, and VR roaming of indoor space.

“Display Link” means each specific URL link to the HTML5 page where the relevant Deliverables will be displayed.

“Force Majeure Event” means all events beyond the reasonable control of Realsee which render Realsee unable to perform some or all of its obligations under these Terms. Such events include earthquakes, typhoons, epidemics, pandemics, quarantines, floods, fires, storms, natural disaster, acts of God, wars, strikes, riots, governmental acts or decisions, material changes of the laws or its application, or any other event that cannot be foreseen, avoided or controlled.

“Hardware” means respectively any products and/or components described in an Order.

“Price” means the price for Products as set out in the Order.

“Products” means Hardware and Software.

“Personal Information” means all kinds of information related to identified or identifiable natural persons that are electronically or otherwise recorded, excluding information that has been anonymized. Personal information processing includes, but is not limited to, the collection, storage, use, processing, transmission, provision, disclosure, and deletion of Personal Information.

“Personal Information Handler” means an organization or individual that independently decides on the purposes and methods of processing during Personal Information processing activities.

“Online Display Period” means the time period where the Deliverables will be displayed online via the Active Link.

“Order” means an order placed by You online for the delivery of Products and/or the provision of Services.

 “Realsee VR Solution(s)” means one or more solutions from a full suite of VR series provided by Realsee, as identified in the Order.

 “Software” means the mobile application developed and operated by Realsee and/or its affiliates known as “Realsee VR” that is used to capture original camera image to digitize indoor 3D space maps, as well as a bundle of customized VR services.

 “VR” means virtual reality.

2 ACCEPTANCE OF ORDER; PRICING AND PAYMENT

2.1 All orders for Products submitted by You must be initiated by CLICKING “I AGREE” IN CONNECTION WITH THESE TERMS AND CONDITIONS BY ELECTRONICALLY. The Orders will at a minimum include billing and shipping addresses, models and quantities for each Product, delivery requirements, payment information, any export/import information, as well as such other information as Realsee may reasonably request to enable Realsee to fulfill the applicable Order. 

2.2 Unless specified to the contrary in writing by Realsee, once an Order is accepted by Realsee, You may NOT cancel or reschedule such Order for Products, and You will be responsible for payment of the full Order price. In addition, Realsee may cancel an accepted Order, without liability or penalty, and without constituting a waiver of any of Realsee’s rights or remedies under these Terms and Conditions, by providing notice to You prior to the commencement of delivery and Realsee shall be under no further obligation to deliver Products under such order. If the Products become unavailable following Your purchase but prior to delivery, Your sole and exclusive remedy is a full refund of the purchase price.

2.3 Your order requests submitted to Realsee with respect to any Products and Realsee’s acceptances thereof will be governed by these Terms and Conditions, and nothing contained in any such Order request or acceptance will in any way modify these Terms and Conditions or add any additional terms. 

2.4 The price of Products purchased hereunder is as designated in Your online shopping Order. Once an order for the Products is received, before the Order is accepted by Realsee, Realsee shall have the right to revise the pricing for the Products.

2.5 Prices do not include any taxes, now or hereinafter enacted, applicable to the Products sold hereunder. You agree to pay or reimburse any such taxes which Realsee is required to pay or collect as appropriate. Your total invoiced amount will include the price of the Products plus any applicable sales, value added, goods and/or use tax ("Sales Tax"). Such Sales Tax is based on the ship-to address and Sales Tax rate in effect at the time You purchase the Products. Realsee will charge Sales Tax only in countries, territories or where local regulations and laws require it, to the best of Realsee’s knowledge.

2.6 The payment option(s) available to You are as specified by Realsee upon purchase. You shall pay all amounts due without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Realsee may at any time, without limiting any other rights or remedies it may have, set off any amount You owe to it against any amount payable by Realsee to You.

2.7 After the expiration of the Online Display Period, the Deliverables will be taken offline, unless renewal of the payment. You can continue to view offline content; however, Realsee reserves the right to delete all Deliverables without notifying You

2.8 Unless expressly stated otherwise by Realsee, all prices listed in the Order are exclusive of installation, commissioning, and training costs (if any). 

3 DELIVERY 

3.1 Unless otherwise stated in an Order or approved by Realsee in writing, You shall be liable for all costs associated with shipping the Hardware to You. Realsee may make partial shipments of Your Order unless You specifically object in writing at the time You submit the Order. 

3.2 Any delivery date specified by Realsee is approximate only. Realsee shall not be liable for any loss or expense, howsoever arising, incurred by You if the delivery does not meet any specified approximate delivery date.

3.3 All packages will be packaged in accordance with Realsee’s commercial packaging standard. Any non-standard or special packaging request from You is subject to Realsee’s written acceptance and will be at Your sole expense. 

3.4 Unless specified to the contrary in writing by Realsee, risk of loss or damage of the Hardware shall pass to You when it has already been delivered. Realsee will retain title to the Hardware until the later of (a) payment for the Hardware is received in full by Realsee; or (b) the customer takes control of the Hardware.

4 ACCEPTANCE 

4.1 All Products will be deemed irrevocably accepted upon receipt by You. Notwithstanding the foregoing, You may submit a warranty claim for any Hardware that does not conform to the limited warranty granted to You in accordance with Section 5, provided that (i) You promptly notifies Realsee in writing that such Hardware failed to conform and furnishes a detailed explanation of any alleged nonconformity and requests a return material authorization number (“RMA Number”), (ii) if requested by Realsee, such Hardware is returned to Realsee by You to the location designated by Realsee, and (iii) Realsee has verified that such non-conformities exist and were not caused by accident, misuse, neglect, alteration, unusual physical or electrical stress, improper installation, repair or improper testing. For the avoidance of doubt, software services and products, including virtual products, will be deemed irrevocably accepted upon provided by Realsee.  

5 AFTER SALE SUPPORT 

5.1 After sale policy are subject to Realsee Hardware After Sale Service Policy and Realsee Terms of Service at https://home.realsee.ai/legal. During the Warranty Period, Realsee may provide technical assistance to help You with the installation and use of the Products, which may be subject to additional fees. You can contact Realsee for technical support at hello@realsee.ai.

6 INTELLECTUAL PROPERTY

6.1 All intellectual property rights in the Products are developed, acquired, licensed, or owned by Realsee and will remain the property of Realsee. Realsee and its third-party licensors reserve all rights not expressly granted to You hereunder, including any rights in or to any copyrights, patents, trade secrets, trademarks or any other intellectual property rights. 

6.2 With respect to any Software subscribed by You, Realsee hereby grants to You a non-exclusive, non-transferable, and fee-bearing license to (a) use such Software as embedded in the Hardware, or (b) download, install, and run such Software on Your own device if no Hardware is purchased from Realsee. In addition, use of the Software is also subject to Realsee Terms of Service and Privacy Policy, available at: https://home.realsee.ai/legal. No other rights are granted with respect to the Software under these Terms.

6.3 In each case in connection with the publication of the Deliverables at the Active Link(s) and Display Link(s), You hereby grants to Realsee a limited, non-exclusive, non-transferable, royalty-free and fully paid-up, and worldwide license to the Deliverables at the Display Link(s) and Active Link(s) during the Online Display Period. At the end of the Online Display Period, Realsee reserves the right to delete all Deliverables without notifying You, unless You notify Realsee of its intention to extend the Online Display Period by writing at least five (5) business days and pay the corresponding fees before the end of the Online Display Period. 

6.4 If Realsee manufactures Products to specific instructions of You, Realsee expressly retains all rights, title and interest in and to any and all intellectual property rights related to such Products (including rights to software, inventions, drawings, designs, other copyrightable materials, feasibility studies, improvements, developments and discoveries etc.) made, conceived, reduced to practice, or originated as a result of You ordering any Products from Realsee. 

6.5 If any materials that are protected by one or more intellectual property rights owned by You are provided by You to Realsee, Realsee is licensed to use these intellectual property rights for the execution of the concerned Order.

7 REPRESENTATION AND WARRANTIES 

7.1 Subject to Realsee Hardware After Sale Service Policy at https://home.realsee.ai/legal, Realsee warrants that each Hardware sold by it is free from material defects, when properly maintained under normal use, for a period of twelve (12) months from the date of delivery (“Warranty Period”). This warranty does not apply to any Hardware that, upon examination by Realsee or its authorized examination service provider, is found to have been (i) mishandled, misused, abused, or damaged by You or a third party; (ii) altered from their original state; (iii) repaired by a party other than Realsee without Realsee’s prior written approval; (iv) exposed to extremes in temperature, humidity, physical or electrical power or transportation; or (v) improperly stored, installed, operated, or maintained in a manner inconsistent with Realsee’s instructions (including product instruction); (vi) defective due to normal wear and tear or Your failure to comply with Realsee’s safety warnings. 

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, REALSEE MAKES NO OTHER WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS. 

7.3 You represent and warrant that You and the customers (if any) will not: (a) reverse engineer, decompile, translate, adapt, or dissemble or in any way attempt to reconstruct or discover any of the Products of Realsee. You further represent and warrant that any content and information displayed by or contained in the Deliverables that is not provided by Realsee is in compliance with applicable laws.

8 REMEDIES

8.1 During the Warranty Period, if one or more Hardware(s) do not conform with the warranties under these Terms and Conditions, Realsee may, in its sole and absolute discretion, provide one of the following remedies for the non-conforming Hardware(s) as the sole remedy of You:

8.1.1 repair or replace the non-conforming Hardware(s); 

8.1.2 return non-conforming Hardware(s) to the nearest authorized Realsee location, and upon Realsee’s written acknowledgement, Realsee will credit or refund the actual price paid for such non-conforming Hardware(s); and

8.1.3 upon Realsee’s written approval, have a third party repair or replace the non-conforming Hardware(s), and Realsee will reimburse You for actual and reasonable expenses.

The avoidance of doubt, software services and products, including virtual products, cannot be returned or exchanged.

 

9 COMPLIANCE

9.1 Sanctions and Export Controls. The Parties agree to comply with all applicable economic sanctions and export laws and regulations imposed by the People's Republic of China, the United States and other countries and areas (collectively referred to as “Trade Control Laws and Regulations”) with respect to the Products and this Agreement and warrants that:

9.1.1 The Parties shall adopt the necessary compliance procedures to comply with applicable Trade Control Laws and Regulations.

9.1.2 Either Party warrants to the other party that neither such party nor any affiliate or subsidiary of such party is any individual, entity or organization that is prohibited or restricted by the Trade Control Laws and Regulations and will not use, export, re-export or transfer Products thereof for purposes prohibited by applicable Trade Control Laws and Regulations.

9.2 Privacy and Personal Information. The Parties shall adopt the necessary compliance procedures within the scope of this Agreement to comply with applicable data privacy laws, including but limited to, the Act on the Protection of Personal Information, and other relevant laws and regulations, norms, guidelines. Please see the Privacy Policy at: https://home.realsee.ai/legal. 

10 LIMITATIONS OF LIABILITY

10.1 IN NO EVENT WILL REALSEE BE LIABLE FOR ANTICIPATED OR LOST PROFITS OR FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THESE TERMS AND CONDITIONS OR AN ORDER. 

10.2 REALSEE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF ALL CLAIMS OF ANY KIND FOR ANY LOSS OR DAMAGE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THESE TERMS AND CONDITIONS OR AN ORDER, OR FROM THE PERFORMANCE OR BREACH THEREOF, WILL NOT EXCEED THAT PORTION OF THE TOTAL ORDER PRICE ALLOCABLE TO THE PRODUCTS, THE SERVICES, OR THE UNIT(S) THEREOF WHICH GAVE RISE TO THE CLAIM. 

11 INDEMNITIES

11.1 You will indemnify, defend or settle and hold Realsee and its affiliates harmless from and against any claims, suits, losses, damages, liabilities, costs and expenses (which costs and expenses, including reasonable attorney’s fees) brought by third parties, resulting from or relating to: (i) any breach by You of its representations, warranties, or covenants under these Terms and Conditions (Your failure to perform any of Your obligations hereunder including, without limitation, the payment in full of the purchase price for the Products, shall constitute a default under these Terms and Conditions); (ii) any gross negligence or willful misconduct; or (iii) any use of the Products in a violation of applicable laws.  

12 GOVERN LAWS AND DISPUTE RESOLUTION

12.1 THE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF CHINA, WITH THE EXCEPTION OF ANY CONFLICT OF LAWS. ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE TERMS SHALL BE SETTLED BY ARBITRATION IN HONG KONG BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE IN ACCORDANCE WITH THE HONG KONG INTERNATIONAL ARBITRATION CENTRE ADMINISTERED ARBITRATION RULES IN FORCE WHEN THE ARBITRATION NOTICE IS SUBMITTED IN ACCORDANCE WITH THE SAID RULES. 

12.2 If any provision of the Terms is held to be illegal, invalid or unenforceable, that provision shall be deemed to be separate from the Terms and shall not affect the validity or enforceability of any other provisions. Any policy or guidance quoted in the terms is a part of the Terms and constitutes an entire agreement with the Terms.

13 GENERAL

13.1 In the event that Realsee’s performance of these Terms and Conditions or any Oder becomes affected by a Force Majeure Event, Realsee will notify You in writing and, within fifteen (15) days. Any duties, obligations and liabilities of Realsee will be suspended during the course of the Force Majeure Event, and the relevant period of performance will be extended by a period of time reasonably necessary to overcome the effect of such delay, and Realsee is not deemed to have breached these Terms and Conditions. Realsee reserves the right to cancel the affected Order if the Force Majeure Event extends for more than thirty (30) days.

13.2 You may not assign or transfer any of its rights or obligations under these Terms and Conditions or any of the Order without the prior written consent of Realsee. Such consent will not release You from Your payment obligations under these Terms and Conditions. A failure or delay of either party to exercise any right or remedy provided by these Terms and Conditions or by law will not constitute a waiver of that right or remedy, or a waiver of any other rights or remedies. Realsee and You are independent contractors; neither is an agent or employee of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. Any provision of these Terms and Conditions that is invalid or unenforceable under applicable laws with respect to a particular party or circumstance will be severed from these Terms and Conditions with respect to such party or circumstances, without invalidating the remainder of these Terms and Conditions or the application of such provision to other persons or circumstances.

13.3 Except as provided herein, any changes in these Terms and Conditions are not valid unless in a writing signed by an officer of Realsee. Preprinted terms on or attached to any order You issue hereunder and all other separate terms and/or documents introduced after the acceptance of these Terms and Conditions or the performance of Services or delivery of the Hardware, shall be null and void and of no effect without a mutually signed amendment hereto expressly citing these Terms and Conditions.

13.4 You acknowledge that You have read these Terms and Conditions, understand them, and agree to all terms and conditions in these Terms and Conditions.

13.5 A person who is not a party to these Terms and Conditions shall not have any rights to enforce its terms. 

 

Data Protection and Processing Agreement