1. Definitions. For the purpose of this Contract, the following definitions shall apply
1.1 "BReal" means BReal Estate S.P.A.
1.2 "Client" means the natural or legal person who signs the property management contract with BReal and who is listed as such in the contract.
1.3. "Administrator User" corresponds to the user defined by the Client [G1] who will have main access to the Service. It may administer and assign to other users who have been contracted and provide access data (username and password), as well as modify their own.
1.4 "Client Data" means all electronic information that the Client provides or registers on the Service.
1.5 "Access Data" corresponds to the user name and password necessary to access the Service via web. They may be modified by the users themselves, especially by the Administrator User.
1.6 "Contract" Is the bilateral legal act signed by the Client and BReal in which the particular conditions of the service are agreed, which will be contained in the document of terms and conditions and annexes signed by the Client and BReal.
1.7 "Order" corresponds to each one of the documents in which the particular conditions of the service requested by the Client are registered, which constitute the initial contracting of the same, as well as any other subsequent one agreed in writing between the parties, which will be subscribed in accordance with the Contract and its annexes at any time, the contents of these will specify, among other matters, the number of subscriptions or Users, the subscription term and the applicable tariffs.
1.8 "Service" corresponds to the property management system or application delivered by BReal that is provided online, through a website, as well as the offline components associated with it.
1.9 "User Guide" is the current version of documents, videos and presentations provided by BReal, which may be updated periodically.
1.10 "Users" means the Client's employees, consultants, contractors or agents who are authorized to use the Service and have been provided by the Client through the Administrator User (or by BReal, at the Client's request) with the corresponding Access Data (username and password).
2.1 Provision of Service. The provision of the real estate management Service executed by BReal shall be carried out in accordance with the terms and conditions of the Contract and of any Order Form signed by the parties at any time. During the term of the Contract. (i) the Service will be provided materially in accordance with the User Guide, and (ii) the functionality of the Service will not be materially diminished from that which will be available on the Effective Date of the Service. (G2 /Commercial) Client acknowledges that the purchase of subscriptions, on its part, is not conditioned upon the delivery of any future features or functionality included in future versions of the application, nor will it be dependent upon any public communication that BReal issues verbally or in writing with respect to future features or functionalities. The Client will have Access Data (username and password) that will be given to the Client's Administrator User. The password will be defined by the Administrator and may be modified at any time.
2.2 Additional Users. User subscriptions are individual for designated Users and may not be shared or used by more than one (1) User. Notwithstanding the foregoing, these subscriptions may be reassigned by the Administrator User periodically to new Users who replace former Users who have terminated their employment or other relationship with the Client, have changed their position or functions within the company or who otherwise no longer need to use the Service. Unless otherwise specified in the relevant Order: (i) additional User subscriptions shall be made for a minimum number of 1 unit; (ii) the term of additional User subscriptions shall be the same as for existing Subscriptions, all expiring on the same date in accordance with the subscription term then in effect; and (iii) the price for additional User subscriptions shall be the same applied to pre-existing Subscriptions, duly prorated taking into account the term remaining for the expiration of the subscription term then in force.
3. Use of Service.
3.1 Obligations of BReal. BReal shall: (i) Notwithstanding the provisions of Clause 6, Breal may not use, edit, disclose or communicate Customer Data to any third party other than the Client; (ii) must maintain the security and integrity of the Services and Client Data; (iv) provide standard support to Client Users, at no additional cost, which will consist of resolving queries that the Client requires on days and hours to be agreed upon Monday through Friday between 9:00 hours and 18:00 hours on working days; and (v) make commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned suspension times (which will be notified by BReal 8 hours in advance through the Service and which BReal will schedule, to the extent reasonably possible, on weekends starting at 6:00 p.m. Pacific Time Friday through 3:00 a.m. Pacific Time on Monday); (b) any unavailability due to circumstances beyond BReal's reasonable control, including, without limitation, acts of God or force majeure, government decisions, floods, fires, earthquakes, acts of civil disobedience, terrorist acts, strikes or other labour disputes (other than those involving BReal employees), failures or delays of computer equipment, telecommunications, Internet service provider or hosting facilities, relating to hardware, software or electrical systems not in the possession or under the reasonable control of BReal, and denial of service attacks.
3.2 Clients Responsibilities. The Client is responsible for all activities conducted from the accounts of the Client Users. The Client: (i) have sole responsibility for the accuracy, quality, completeness, legality, timeliness and adequacy of all Customer Data and ensure that all instructions you provide to BReal in relation to Customer Data will comply with applicable Data protection regulations; (ii) make commercially reasonable efforts to prevent unauthorized access to or use of the Service, and promptly notify BReal of any unauthorized use; (iii) comply with all applicable regulations applicable to the use of the Service, including without limitation data protection regulations; (iv) the Client is responsible for all acts or omissions of him or his Users; (v) the Client, through the Administrator User, is responsible for maintaining access to his or her e-mail account registered in the system, which will be the only means to recover his or her Access Data (username and password) in case of forgetting or losing them; and (vi) the Client is responsible for making periodic copies of the data he or she maintains in the application. To do this, the application allows you to configure the backup of data as often as the Client deems necessary. This will allow the Client to always have all the information registered in the system, eliminating the risks and business problems that the Client may have in the event that he loses access to the system or the information is lost for reasons of force majeure.
3.3 Rules of Use. The Client shall use the Service only for its internal business purposes in the manner provided for in the Agreement and shall not [G3/Commercial] : (i) license or sublicense, sell, resell, rent, lease, assign, transmit, distribute, share or otherwise commercially exploit the Service or make it available to any third party, except as provided in the Contract; (ii) send unsolicited or otherwise duplicated commercial communications, or any other unsolicited messages that violate the regulations applicable to such communications; (iii) send or store materials that are obscene, threatening, injurious, or otherwise illegal or offensive, including materials that are offensive to children or that violate the privacy rights of others; (iv) send or store materials that contain software viruses, worms, Trojan horses or other malicious computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or operation of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or the systems or networks linked to it.
3.4 Third Party Suppliers. Certain third parties, some of which may be listed on the pages of the BReal website, offer products and services related to the Service, such as implementation services, customization and other consulting services related to the use of the Service and applications by clients (whether offline or online), and who work in conjunction with the Service, either by exchanging data with the Service or by offering additional functionalities in the user interface of the Service through the use of the application programming interface of the Service. It is essential to point out that BReal does not grant any guarantee for the products or services of such third party suppliers, without prejudice to BReal having designated such products or services as "certified", "validated" or with any other designation. Any exchange of information or interaction between the Client and a third party supplier, as well as any purchase of products or services offered by such third party suppliers by the Customer, shall be deemed to be made solely between the Client and such third party supplier. In addition, BReal may from time to time provide Client with certain additional features (not defined as part of the Service) for an additional fee, to third parties or to the original equipment manufacturer, subject to conditions specified by the licensor and accepted by Client pursuant to another purchase by the licensor of such additional features. Client's use of such additional features shall be governed by the above conditions, which shall prevail in the event of conflict with the terms of the Contract.
4. Invoicing of the Service and Contact Information.
4.1 The Client shall at all times update the information necessary for the invoicing of the Service, as well as contact details.
5. Property Rights.
5.1 Reservation of Rights.
The Client acknowledges that, in providing the Service, BReal uses (i) the name BReal Estate SpA or BReal, the logo BReal Real Estate SpA or BReal, the domain BReal Estate SpA or BReal, the names of products and services associated with the Service, as well as other brands of products and services; (ii) certain information, documents, software and other author works, whether in sound or visual format; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other materials and tangible or intangible technical information (hereinafter jointly referred to as the "BReal Technology"), and that such BReal Technology is protected by intellectual and industrial property rights owned by or licensed to BReal (hereinafter referred to as the "BReal Intellectual and Industrial Property Rights"). Except as expressly provided in the Contract, no other rights in BReal Technology or BReal's Intellectual and Industrial Property Rights are granted to Customer, and BReal expressly reserves all such rights and licenses.
Salesforce.com, Sales Cloud, Service Cloud, Force.com, Chatter and others are registered trademarks of Salescforce.com Inc. and are used with permission.
5.2 Access and Use. BReal grants Client and its Users a non-exclusive, non-transferable right to access and use the Service in accordance with the terms of the Contract.
5.3 Restrictions. Except as expressly provided by applicable law notwithstanding this limitation, Client may not (i) modify, copy or create derivative works from the Service or BReal Technology; (ii) create Internet links to or from the Service, or frame or mirror any content forming part of the Service, except on Client intranets or otherwise for Client's exclusive internal use; or (iii) disassemble, reverse engineer or decompile the Service or BReal Technology or access the Service or BReal Technology to (A) generate a competitive product or service, (B) create a product or service using ideas, features, functions or graphics similar to those of the Service, or (C) copy any ideas, features, functions or graphics of the Service.
5.4 Client Data. Between BReal and the Client, all Customer Data shall be deemed to belong exclusively to the Client. Client Data shall be treated as Confidential Information subject to the terms of the Agreement. BReal may access Client Users' accounts, including Client Data, only to resolve any technical or service issues, or at the request of the Client. This access will be authorized by the Client by means of the delivery of access credentials and additionally, by delivering a security access code that the Administrator User will receive by email or text message from the system at the moment that BReal personnel attempt to access the Client's account or session. The Client will be able to change their Access Data (username and password) at any time.
5.5 Suggestions. The Client may generate any suggestion, idea, requests for improvement, comments, recommendations or other information provided by the Client or its Users in relation to the operation of the Service, which will be received and analyzed by BReal without being obliged to carry them out, being able to its criterion, to include it in future versions or improvements of the Service.
6. Confidential Information
6.1 Definition of Confidential Information. The Parties agree that all legal, commercial, financial, tax and technical information that is directly related to the Contract signed between Breal and the Client, regardless of the way in which it is transmitted or communicated between the Parties, either directly or indirectly, through any of their employees, or representatives, will have the character of Confidential Information, in accordance with the terms of Chilean legislation in force.
For these purposes it is understood that confidential information is, among other matters, the terms and conditions of the Contract (including prices and other terms reflected in all Orders), Client Data, the Service, BReal Technology, business and commercial plans, technological and technical information, product designs, and business processes. By virtue of the confidential character that it has for the Parties the information that is exchanged and to which they have access by reason of the present Contract it is bound to maintain strict reserve and confidentiality with respect to the same one, committing specifically to:
(i) Not to disclose it, disclose it or distribute it in any way, either directly or indirectly.
(ii) Not to use it for purposes or purposes other than the Contract.
(iii) Not to duplicate it or make copies or reproductions of any kind and by any means.
It shall be understood that it does not have the nature of confidential information: (i) that which is or becomes public domain without breach of the duty of confidentiality of the respective contracting party; (ii) was known by the respective contracting party before its disclosure by the owner of the information; (iii) was developed independently without breach of the duty of confidentiality by the respective contracting party; or (iv) was received from a third party without breach of the duty of confidentiality of the respective contracting party.
The disclosure of Confidential Information shall not be considered as the granting, either directly or through an intermediary, of rights or interests in trademarks, trade names, trade secrets, patents, copyrights, industrial property rights or Clients, among others, but shall only authorize the disclosure and its use for the purposes and purposes described in the Contract.
6.2 Duty of Reservation, Confidentiality and Due Use of Information. The contracting parties agree that the use of the information provided when signing the contract, contained in order documents, annexes or others, may only be used in whole or in part for the exclusive purposes established in the Contract, unless so authorized prior to use and in writing by the owner of the information.
6.3 Protection. Each of the contracting parties agrees to protect the confidentiality of the Confidential Information of the other contracting party in the same way as it protects the confidentiality of its own Confidential Information of a similar nature, and both parties must in any case protect said Confidential Information with due diligence.
6.4 Mandatory Disclosure. If, by virtue of a court order, the contracting party receiving the information is required to disclose Confidential Information of the contracting party holding the information, it must give prior notice to the contracting party (to the extent permitted by law) and provide reasonable assistance if the contracting party wishes to oppose such disclosure.
6.5 Liability and Actions. The contracting parties agree that any breach of the obligations of confidentiality that they assume, including, for these purposes, the acts or facts of their personnel, workers, advisors and executives in general, as well as related entities, will give rise to the rights granted by Chilean law in the event of breach of Contract. If the respective contracting party discloses or uses (or attempts to disclose or use) any Confidential Information of the owner of the information in breach of the provisions of this clause 6, the affected contracting party shall, regardless of any other rights and actions it may have under the law, have the right to request precautionary or preventive measures to avoid or mitigate the effects of such disclosure, both parties acknowledging that any other action may not be appropriate.
7. Duration and Termination of Contract.
7.1 Duration of Contract. The Agreement shall be effective as of the Date defined in the Order Form and shall continue in effect until all User subscriptions granted under this Contract expire or are terminated.
7.2 Term of User Subscriptions. User subscriptions shall be effective from the commencement date indicated in the relevant Order and shall be valid for the term also indicated in the Order. User subscriptions shall be automatically renewed for additional periods of one (1) year at the list price in effect on the renewal date, unless the Client notifies BReal at least sixty (60) calendar days prior to the termination date of the Contract of its desire not to renew such User subscriptions.
7.3 Return of Customer Data. At the Customer's request within 30 days after the effective date of termination, BReal will make available to the Customer for download a file of Client Data in the format "comma separated value" (.csv). After such 30 day period, BReal shall have no obligation to retain or deliver Client Data and shall proceed, unless legally prohibited, to the destruction of all Client Data on its systems or otherwise in its possession or control. The Client's Administer User may, at any time during the term of the Service, generate a backup file of all information recorded on the system in .csv format. Additionally, you may back up the information by means of reports that you can then download to Excel files. Given the foregoing, BReal may not be responsible at any time for the Client's information, given that it is providing all the facilities and functionalities so that the Client can permanently back up its data.
7.4 Anticipated Term of the Contract. The Client may terminate the Service at any time and up to 60 days prior to the renewal date. The Client shall inform BReal in writing by registered letter or via e-mail with the respective acknowledgement of receipt by BReal. Upon Client's request for early termination of the Contract, BReal will maintain the amounts that the Client has paid for the Service, understanding that these have been paid in advance and for minimum periods of one year (1 year). In the event that the anticipated term of the contract occurs due to a breach by BReal consisting of repeated failures of the Service that prevent the Client from a normal operation, BReal will proceed to reimburse the amount equivalent to the months remaining until the renewal date according to the price paid by the Client for the contracted period. The anticipated term of the Contract will not give rise to any type of fine for either of the parties.