Published on: 14 Nov 2023

Licence Agreement – CitNOW Imaging

CitNOW Imaging (October 2023 Edition)

CitNOW Imaging is a software based product made available by Zype TV Limited (t/a CitNOW Imaging) (“CitNOW Imaging”).

The below sets out the License Agreement applicable to the CitNOW Imaging Products and Service(s) as described within the Order Form.

This Licensing Agreement is supplemental to the CitNOW Group Terms and Conditions (“Terms and Conditions”) and applies specifically to CitNOW Imaging. If there is any conflict between the Order Form, these Terms and Conditions and the Licensing Agreement(s), the following order of priority shall apply: (1) the Order Form; (2) the Terms and Conditions; and (3) the Licensing Agreement(s). Defined terms contained in this Licensing Agreement shall have the meaning given to them in the Terms and Conditions.

The following additional definitions apply in this Licensing Agreement.

Definitions

  • CitNOW Imaging Product Commencement Date; the date as defined in the Order Form. Commencement Date shall come into effect on the date the Order Form is signed by Customer.
  • Content; includes, but not limited to, images, videos, audio, and graphics of which is captured and uploaded by Customer through the CitNOW Imaging Product;
  • CitNOW Imaging Product Initial Term; the initial period of this Licensing Agreement, as detailed in the Order Form and calculated from the CitNOW Imaging Product Commencement Date unless such initial period is extended to align with other Product subscriptions pursuant to clause 5.1 of the Terms and Conditions.
  • Managed Devices; the iPhones and mobile data as available from CitNOW Imaging to provide to the Customer on a subscription basis, pursuant to adherence to the Terms and Conditions and this Licensing Agreement;
  • Quality Assurance (“QA”); Quality Assurance
  • CitNOW Imaging Product; the software based product for stock imagery capture.
  1. Term and Termination
    1. Break Clause. For the purpose of CitNOW Imaging Product, Customer is granted a break option to terminate this Licensing Agreement which replaces clause 5.3 (Termination for Convenience) in the Terms and Conditions. If the Customer is unsatisfied with the CitNOW Imaging Product, the Customer is advised to contact customer@citnowgroup.com to ensure it is using the CitNOW Imaging Product to its full potential. If the Customer remains unsatisfied, the Customer may cancel its subscription for the CitNOW Imaging Product within the first ninety (90) days of the CitNOW Imaging Product Initial Term or any Renewal Term. If the Customer exercises its right to cancel under this clause, it shall only be required to pay the Fees incurred up to the end of the cancellation period for the CitNOW Imaging Product. No further Fees for the CitNOW Imaging Product shall be payable. If the Customer does not exercise its right to cancel under this clause, then after the ninety (90) day period has expired, the Agreement shall continue for the Initial Minimum Term. To avoid doubt, this break clause shall not apply to any other Product(s) Customer has subscribed to under the Agreement. CitNOW Imaging shall also have the right to cancel the supply of the CitNOW Imaging Product by giving the Customer 90 days’ notice in writing at the start of any Renewal Term for such Product. If CitNOW Imaging gives notice in respect of CitNOW Product, this Licensing Agreement shall terminate on expiry of the ninety (90) day notice period.
    2. Continuance of the Terms and Conditions and other Licensing Agreements. To avoid doubt, unless the Agreement is terminated in whole pursuant to clause 5 of the Terms and Conditions, if the Customer has purchased other Products/Services which are the subject of a separate Licensing Agreement, the Licensing Agreement and Terms and Conditions in respect of such other Products/Services shall remain in full force and effect, notwithstanding termination of this Licensing Agreement.
    3. Access Rights to Content upon Termination. On termination the Customer will no longer be able to access the CitNOW Imaging Product. Further, if the Customer is a Dealer Group or an OEM, the Retailers in the Customer’s group will no longer be able to access the CitNOW Imaging Product. Personal data may be retrieved as outlined in the CitNOW Privacy Notice: Data Protection Policy - CitNOW
  2. CitNOW Imaging Platform
    1. QA Process. QA process is live and real time feedback on rejections is provided by CitNOW Imaging in the CitNOW Imaging app during the capture process – Live Quality control and ‘In App Feedback’ is provided in no less than 30 seconds. QA process is performed by employees of CitNOW Imaging, subcontractors of CitNOW Imaging and/or AI technology.
    2. Image Uploading. Image uploading as part of the CitNOW Imaging Product is carried out by a combination of data feeds and APIs. CitNOW Imaging uses these also to know whether images have successfully been uploaded. It can therefore store images for up to 6 months and subsequently automatically send images as and when vehicles appear on the Customer’s Dealer Management System - should vehicles not be live at the time of capture.
    3. Ownership of Content. Customer is responsible for the Content created and distributed through the CitNOW Imaging Product, and for seeking consent (or other lawful basis) from any individuals who may appear or whose property may appear within that Content. Customer agrees to defend and hold Supplier harmless against any claim by any third party alleging that Content uploaded by Customer breaks regulations or is illegal, defamatory or infringes any third party’s rights.
    4. Recipients. In accordance with clause 2.3 (Ownership of Content), Customer agrees that Supplier has no liability to the recipients to which Customer sends any Content to and has no liability in respect of possible further distribution by the recipient of any Content. Customer agrees to indemnify Supplier for any losses incurred pursuant to any claims made by any recipients to whom Customer sends Content, or for any claims against Supplier from third parties to whom Content is further distributed to.
    5. Fair Usage. The Monthly Fee as detailed within the Order Form is subject to this Fair Usage Clause. The Monthly Fee as detailed within the Order Form is for the usage of the CitNOW Imaging Product for up to, and including, 100 vehicles per calendar month. In the event that Customer goes over this figure, in line with this Fair Usage Clause, Supplier reserves the right to charge customer for any usage above 100 vehicles within the next Monthly Invoice. Should Customer consistently, for 3 executive calendar months within the Term, go over this figure, Supplier reserves the right to increase the Monthly Fee in line with the Customers usage. For the avoidance of doubt, this Clause is in addition to 1.4 Adjustment of Fees.
    6. Bandwidth Pricing. If the Customer is subscribed to a bandwidth subscription to CitNOW Imaging which dictates tiered pricing based on number of vehicles captured within a calendar month ("Bandwidth") this clause 2.6 shall replace clause 2.5 "Fair Usage" above. The Monthly Fee as detailed in the Order Form is for the usage of CitNOW Imaging up to, and including, the total vehicles per calendar month within the Bandwidth. In the event that Customer goes over this figure, in line with this Bandwidth Pricing Clause, Supplier reserves the right to charge customer for any usage above the maximum number of vehicles within the next Monthly Invoice, subject to a 10% leeway per calendar month. Should Customer consistently, for 6 consecutive calendar months within the Term, go over this figure, Supplier reserves the right to move Customer to the next Bandwidth Pricing tier in line with the Customers usage. For the avoidance of doubt, this Clause is in addition to 1.4 Adjustment of Fees.
    7. Licence to use Limited Content. Notwithstanding the foregoing, the Customer grants to CitNOW a non-exclusive, royalty free, perpetual licence to use vehicle images which are supplied as part of the Content for the purpose of creating a vehicle image database provided always that such images of vehicles shall be adapted within the database so all identifying features of a vehicle are removed (such as registration number, mileage/odometer, backdrop and surroundings inside and outside of the vehicle and through any windows), meaning it is not possible to identify a vehicle belonging to any specific individual. To avoid doubt, the licence granted in this clause does not extend to the use of any personal data or any other part of the Content. To avoid doubt, this clause shall take priority over any conflicting provision in the Terms and Conditions.
  3. Support
    1. Support is provided via Email and Phone Monday to Friday, within Business Hours (as defined Mon-Fri 9am - 5pm UK Time, excluding bank holidays of England & Wales). Contact methods are available via the CitNOW Get in touch page.
    2. Support is limited to Managed Devices and software provided under the Agreement. Managed Devices are clearly marked with support IDs and controlled by CitNOW Imaging through the use of apple business profiling and Mirador MDM (mobile device management). Mobile Broadband Data SIM is provided with the hardware allowing full software and hardware troubleshooting.
  4. Managed Device Terms
    1. If contracted to, as set out in the Order Form, CitNOW Imaging can make available suitable iPhones and mobile data contracts for services to be carried out. Fees shall be paid in accordance with Section 4 of the Order Form, and clause 4 of the Terms and Conditions.
    2. Customer acknowledges and accepts that:
      • the phone will be changed at CitNOW Imaging’s discretion as it deems necessary over the duration of the relevant Managed Device contract;
      • the phone will remain the property of CitNOW Imaging together with the SIM card required to provide the Service(s);
      • All iPhones have the CitNOW Imaging profile on them meaning they cannot have other Apple IDs entered and 3rd party apps installed without the prior approval of CitNOW Imaging. The Parties may agree to a mutually allowable App list.
      • attempts to modify the CitNOW Imaging Profile or jailbreak the iPhone shall constitute a breach of Clause 9 and clause 10.3 of the Terms and Conditions
    3. Any phone which is supplied as a Managed Device may not be brand new, however CitNOW Imaging shall procure that it shall be in good condition and fit for purpose. In all cases, Managed Devices not fit for purpose shall be replaced in line with clause 4.5.
    4. Should any provided CitNOW Imaging iPhone hardware be lost or damaged by the Customer or Users, Customer shall be charged a replacement cost at the cost price of the specific model. If devices are upgraded/obsolete in the future the replacement cost could differ.
    5. Any faulty iPhone will be replaced by CitNOW Imaging, without undue delay. If a phone is broken, CitNOW Imaging shall endeavour to have a replacement sent out the day of notification by next day delivery with tracking. Failure to fulfil a replacement due to a delay caused by the phone provider shall not constitute a breach of the Agreement. Customer shall ensure that all faulty or broken phones shall be returned to CitNOW Imaging Headquarters without undue delay and, in any event, within 14 day(s) after receiving replacement. Failure to do so shall constitute a breach of the Agreement.
    6. Cancellation of a Managed Device shall be in line with clause 5.3 of the Terms and Conditions, and shall not have the benefit of clause 1.1 (Break Clause) within this Licensing Agreement.

Annex A - Data Processing Annex

  • Scope and duration of processing: To provide the product and Services to the customer. Dealership staff data shall be held for as long as an active Agreement is in place. Consumer data shall be held in line with retention principles, but no longer than 2 years.
  • Categories of personal data: Dealership Staff names, email addresses and phone numbers. Consumer names, email addresses, phone numbers, and vehicle data.
  • Purpose of processing: to provide the Product and Services.
  • Subprocessors: Auto Imaging

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