Ariadne Terms of Use

1. Ariadne Services

   1. Ariadne will perform the following services for the Client according to these terms, as well as the terms of the Ariadne Quote, if the latter has been signed by the Client (hereinafter referred to as the "Services"):
   1. a) Shipment of Surveyors and remote assistance for their installation, if the Client has included Surveyors in their subscription plan
   2. b) Analysis and processing of the information obtained from the Surveyors.
   3. c) Visualization of said information on the dashboard, as specified in the Quote.
   2. Ariadne is responsible for analyzing the location for the use of the Surveyors. The purpose of this analysis is to ensure that enough Surveyors are placed in the optimal positions within the location so that, depending on the area and the nature of the location, the best possible positioning and localization accuracy can be achieved under the given circumstances.
   3. Both parties are aware that the positioning and localization accuracy depends on the number of surveyors and that the best possible positioning and localization accuracy can vary depending on the nature of the location in general and can vary from one part to another within the location. Precise positioning and localization are a prerequisite for complete and meaningful fulfillment of the objective. The statistical data evaluation and its visualization by the REST API, on which the movement analysis is based, can be improved by a more precise positioning and localization accuracy. Ariadne is obliged to help to improve the accuracy of data. In this regard, Ariadne undertakes to assess, before the execution of the Services, the Client location and provide the Client with all the necessary guidelines regarding the best possible positioning of the Surveyors and localization accuracy.
   4. In order to be able to carry out this assessment, the Client will pass on all available documents (in particular site plans, detailed plans) and information to Ariadne in advance so that the best possible analysis of the conditions on site can be carried out.
   5. The set of features the Ariadne’s product provides and which will be made accessible to the Client through the visualization dashboard depend on the density, location and type of Surveyors, as well as the Subscription plan. The features will be expressly enumerated on the Ariadne Quote for Clients that purchase through a Quote.
   6. Ariadne is obliged for the duration of the Subscription to keep the hardware (Surveyors) properly operational at its own expense.
   7. Ariadne warrants to the Client that it:
   1. a) has the legal right and authority to enter into these Terms and to perform its obligations under these Terms;
   2. b) will comply with all applicable legal and regulatory requirements in relation to the provision of the Services under these Terms;
   3. c) has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms;
   4. d) any device, application and product provided in the context of the present Terms will be free from viruses, worms, ransomware, spyware, adware and other malicious software programs;
   5. e) any device, application and product when used by the Client in accordance with the present Terms, will not breach any laws, statutes or regulations;
   6. f) any device, application and product when used by the Client in accordance with these Terms will not infringe the intellectual property rights of any person in any jurisdiction and under any applicable law.

2. Entering date and activation

   The Subscription period consists of an optional ("Evaluation-Period") term (if one is explicitly specified in the Quote) followed by an ("Operation-Period") term. The Subscription period begins on the date which the Client obtains access to the dashboard and all surveyors are installed and streaming data or in any case one month after the date that the Ariadne Quote is signed by the Parties ("execution date").

   1. After receiving and installing the surveyors, the Client must provide Ariadne with manually benchmarked data for each Key Performance Indicator (KPI) sought by Ariadne. In the event that the Client declines to fulfill this obligation, Ariadne may engage the services of an external third-party company to carry out the benchmarking process, after obtaining approval from the Client. The associated costs shall be borne by the Client and transferred accordingly.
   2. When the Subscription includes an Evaluation-Period, then the second term ("Operation-Period") is automatically activated the day after the expiration of the Evaluation-Period. If the Client does not wish the Operation-Period to be activated, the Client has to inform Ariadne at any time during the Evaluation-Period, no later than 15 days before the end of the Evaluation-Period

3. Installation

   1. Both Parties are aware that the installation of the hardware (surveyors) is necessary for the complete operation of the system. The hardware must be installed with the remote assistance of Ariadne within fifteen (15) days after it has reached the location of the Client indicated above. The installation will be done with the remote assistance of Ariadne / with the assistance of Ariadne's partner / with the assistance of the Client partner following Ariadne's instructions. If the Client requests the assistance of Ariadne's partner, Ariadne will invoice the costs to the Client. In the case an Ariadne’s representative shall be present during the installation, at the Client’s request, then the Client shall cover the working hours and the travel costs. In the case of the assistance of the Client partner following Ariadne's instructions, Ariadne will not be involved in the invoicing process as the Client will be directly invoiced by the partner. Ariadne shall provide shipping confirmation of the surveyors to the Client in writing (via email). The Client must inform Ariadne upon the arrival of the hardware as soon as possible. The Client is also responsible for undertaking benchmarking services as described above (Paragraph 2.1)
   2. Ariadne shall receive a one-off payment (see below, 4.1) prior to the shipment of surveyors.
   3. If the surveyors are not installed by the Client or Client's partner before the Subscription period start date, or are installed insufficiently (not installed based on Ariadne's guidelines and directions which might result in data inconsistencies), the Evaluation-Period start and end date (if applicable) as well as the Operation-Period start and end date shall not be affected. If an Ariadne's representative or partner would have to be present at the location to fix the error caused by the insufficient installation, the Client will bear the cost.

4. Fees

   The Subscription and one-off fees are specified in the Quote or on the website as applicable.

   Ariadne will invoice the Client according to the following schedule:

   1. Ariadne will receive a one-off payment to cover the implementation and shipping costs as specified in the Quote (Setup fees).
   2. Evaluation-Period: the Client shall pay Ariadne for the entire duration of the Evaluation-Period, which will be invoiced in accordance with the invoicing plan specified in the Quote.
   3. Operation-Period: the Client shall pay Ariadne for the entire duration of the Operation-Period, if the Operation-Period is activated according to the terms of Section 2 above, invoiced in accordance with the invoicing plan specified in the Quote.
   4. In case any sales, value added, import or other taxes are due, the Client is responsible for their payment.
   5. Ariadne issues a digital invoice to the Client for every due payment. All invoices will be emailed by Ariadne to the billing email address provided by the Client. If the billing email address changes, the Client must notify Ariadne promptly.
   6. Subscription invoices will be issued in the beginning of their corresponding Subscription periods. Ariadne must receive the due payment in full within thirty (30) days from the invoice issuance date, with the exception of the one-off payment specified in 4.1 that must be paid upon Quote signature, in order to expedite the shipment of Surveyors. No additional costs for money transfer and/or other fees must be covered by Ariadne. Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection.
   7. All fees are non-refundable and non-cancelable for any reason, except as expressly provided otherwise in these Terms.

5. Extension and Termination

   1. Following the completion of the Operation-Period, in accordance with the terms provided in Section 2 above, the Subscription will be automatically extended on an annual basis following the terms of Section 4 above without mutual agreement of both Parties. If the Client does not wish the automatic extension of the Subscription, the Client must provide written notice via email to Ariadne no later than 3 months prior to the expiration of the Operation-Period or its annual extension. Upon termination, the Client will remain liable for invoices already issued according to these terms and the signed Quote.
   2. If the Client wishes to terminate the Subscription early, the Client will remain liable for the agreed upon fees, i.e. the full cost of the Evaluation-Period if terminating during the Evaluation-Period, and the full cost of the Operation-Period if terminating during the Operation-Period.
   3. Any termination of the Subscription will be without prejudice to the rights of one Party against the other in respect of any antecedent claim or breach of any of the provisions of these Terms. Any obligations of the Parties relating to liability, confidentiality and indemnification, as well as any other obligations under these Terms that by their nature are intended to survive, will survive termination of the Subscription.
   4. Upon termination, the Client is obliged to remove the Surveyors and send them back to Ariadne at its own cost within fourteen (14) days after the end of the Subscription. It is agreed that after being received, the surveyors will be subject to control. In the case of any missing surveyors, the Client will be charged the replacement cost of each surveyor.
   5. If another Subscription is concluded that includes further use of the Surveyors, the Surveyors do not have to be returned.
   6. Ariadne warrants the functioning and operation of the installed Surveyors. Ariadne shall maintain or replace any surveyors that fail to function in a normal or satisfactory manner.

6. Data Protection

   1. Ariadne undertakes to comply with all applicable data protection laws and regulations, including the EU General Data Protection Regulation 2016/679 ("GDPR"), the UK General Data Protection Regulation ("UK GDPR") and the UK Data Protection Act 2018, the California Consumer Privacy Act ("CCPA") and the California Privacy Rights Act ("CPRA"), the revised Swiss Federal Act on Data Protection ("FDAP"). Moreover, it is explicitly agreed between the Parties that Ariadne shall not process in any way personal data of the Client’s customers for the provision of the Services, unless the Client chooses to use software modules that obtain the end customer’s opt in for processing their data (e.g. for marketing or navigation purposes). It is explicitly agreed that any anonymized content displayed by, stored on or accessed through Ariadne’s Surveyors, as well as all results obtained from Ariadne’s surveyors during the Subscription period will be maintained in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure. The Client may make a backup copy of the data provided to it, which must bear the copyright notice of the original data carrier.

7. Ownership of Hardware and Software

   1. Ariadne retains ownership of the hardware (with reference to the devices) and software (with reference to the dashboard) used to provide the Services for the duration of the Subscription.
   2. The Client is entitled to make use of the hardware (the devices) and software (the dashboard) in accordance with the purpose of these Terms for the duration of the Subscription.
   3. It is explicitly agreed that any anonymized content displayed by, stored on or accessed through Ariadne’s devices, as well as all results obtained from Ariadne’s devices during the term of the Subscription are the Intellectual Property (IP) of Ariadne, they belong to / will belong to Ariadne during and after the completion of the Subscription and are protected by Intellectual Property laws.
   4. It is expressly agreed that any data Ariadne receives from the Client will only be used for the sake of reporting and analyses by Ariadne and the ownership of any such data will belong to the Client.
   5. The Client is not entitled to grant sub-licenses and to sell or lease the devices to third parties. The Client is not entitled to provide to third parties access to the dashboard, except if such an access is required for the use of the Devices and the evaluation of the applicability of Ariadne’s products and services by the Client in the context of these Terms.

8. Confidentiality

   1. It is explicitly agreed that any kind of information relating to one of the Parties disclosed to the other Party or its directors, officers, employees, affiliates, independent contractors and representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively “The Party’s Representatives”) under the present Terms (whether before, on or after the execution date hereof) by the Disclosing Party or Disclosing Party’s directors, officers, employees, affiliates, independent contractors and representatives (including, without limitation, financial advisors, attorneys and accountants) or agents (collectively, “The Party’s Representatives”), either directly or indirectly, in writing, orally, electronically or in any other form of media, such as business plans, designs, documents, financial data, market information, marketing plans, research, software, source code, trade secrets, information about an individual’s computer or mobile device or technology usage, including (for example) IP address, MAC address, unique device identifiers or any information passively captured about a person’s online or in store activities, browsing, application or hotspot usage or device location, including all the “visualized information” displayed on the Dashboard (e.g. footfall, dwell time, heat map etc.) and all written analyses, compilations, forecasts, studies or other documents prepared by the Party or by The Party’s Representatives in connection with the present Terms and the Services provided herein, which contain or reflect any such information, is hereinafter referred to as the “Confidential Information”.
   2. The following information shall be exempted from the previous confidentiality obligations:
   1. a) Information, which was in the public domain at the time of disclosure.
   2. b) Information which was in possession of The one Party to be disclosed by The other Party as proven to written records until such time.
   3. c) Information, which was disclosed to one of the Parties by a third party who did not obtain such information, directly or indirectly, from the other party.
   4. d) Information that its disclosure is required for the execution of a court judgment or enforcement of a legal act.
   3. The terms of the present article will continue applying without restriction also after the end of the Subscription in any way.

9. Severability clause

   1. Should individually provisions of these Terms be ineffective or unenforceable or become ineffective or unenforceable after the conclusion of the Subscription, the remaining validity of the Terms remains unaffected. The ineffective or unenforceable provision shall be replaced by the effective and feasible regulation, the effects of which come closest to the economic objective that the Parties have pursued with the ineffective or unenforceable provision. The above provisions apply accordingly if the Terms prove to be incomplete.

10. Jurisdiction agreement/Applicable law

    1. These Terms shall be governed by and construed in accordance with the laws of Germany
    2. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, if not amicably resolved, shall be finally settled by the competent Courts of Bavaria.

11. Force Majeure

    1. Each party shall be relieved from liability for a failure to perform any of its obligations under the Terms, during such period and to the extent that the due performance is prevented by reason of any circumstance beyond the control of such party, including but not limited to war, civil war, government restrictions, fire, embargoes, shortage, delay or interruption of communication or external networks or other circumstances of similar importance ("Force Majeure Event").
    2. A party wishing to invoke a Force Majeure Event shall give immediate notice to the other party of the commencement and the cessation of a Force Majeure Event. Both parties shall use reasonable endeavors to prevent and reduce the effect of any non-performance of the Terms caused by a Force Majeure Event. A Force Majeure Event affecting a subcontractor shall be considered as a Force Majeure Event affecting supplier, provided that the circumstances as such constitute a Force Majeure Event according to this section. However, supplier shall in such case use commercially reasonable efforts to perform such obligations itself or contract another subcontractor as soon as possible for the performance hereunder, failure to which supplier will lose its right to invoke the Force Majeure Event for relief.
    3. If a party is prevented from performing its obligations under the Terms due to a Force Majeure Event for more than one (1) month, the other party shall be entitled to terminate the Subscription with immediate effect. Neither party shall have any liability to the other in respect of the termination of the Subscription as a result of a Force Majeure Event. This section shall, however, not release supplier from its duty to implement any disaster recovery plan or business continuity plan as specified in these Terms or as otherwise agreed between the parties.

12. Final Provisions

    1. Liability. Ariadne agrees to protect, indemnify, hold harmless and defend the Client and the Client’s officers, employees, representatives, agents, successors and assigns from any and all damages, claims, suits, actions, judgments, losses, costs and expenses of any nature whatsoever, including attorneys’ fees resulting from, any act or omission related to the Services provided herein, and for any actions or inactions of Ariadne, its representatives, agents, successors and assigns related to these Terms. The total aggregate liability of Ariadne for any and all claims, losses, costs, or damages arising out of, related to, or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall in no event exceed the total fees paid by the Client to Ariadne up to the event giving rise to liability.
    2. Sub-processors. The Client hereby gives Ariadne a general written authorization to engage sub-processors and its Affiliates to process their data. Ariadne shall make details of its sub-processors available to the Client upon request.
    3. No employment. The Parties acknowledge and explicitly agree that Ariadne is not an employee of the Client but will perform its Services under these Terms as an independent service provider to the Client. The present Terms do not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between the Parties, and nothing contained in the present Terms shall be construed to make either party an agent, partner, representative or principal of the other for any purpose.
    4. Referenceability. The Client agrees that Ariadne may identify the Client as a customer and use the Client's trademark or logo in sales presentations, promotional materials, communications and press releases, and in order to develop a brief customer profile for use by Ariadne on Ariadne's website for promotional purposes.
    5. No person who is not a party to these Terms shall have any rights under the Terms. This does not affect any rights of a third party against Ariadne for any consequences of its acts or omissions related to the performance hereof, as well as for any acts or omissions of persons used by it in providing the Services or entrusted by it to perform such Services, which right exists or is available apart from these Terms.
    6. Notifications. Unless otherwise provided in these Terms, all notifications and correspondence related to these Terms must be provided in writing, in person, via courier or registered mail with confirmation of receipt to the following address.