Watch Me Grow Integration Terms

Watch Me Grow Integration Terms

Dieses Dokument ist ausschließlich für Famly Kunden in Deutschland, Österreich und der Schweiz verfügbar.
This document applies to customers in the United States.

Effective from

Effective from

Effective from

Datum der Inkraftsetzung:

Effective from

2/1/23

1/2/2023

THESE WATCH ME GROW INTEGRATION TERMS (THESE “WMG TERMS”) DESCRIBE THE SPECIFIC TERMS THAT APPLY TO USAGE OF AND ACCESS TO THE WATCH ME GROW INTEGRATION FEATURE (HEREINAFTER “WMG IN FAMLY”). BY USING OR ENABLING ACCESS TO WMG IN FAMLY, YOU AGREE THAT THE WMG TERMS GOVERN YOUR USE OF AND ACCESS TO WMG IN FAMLY. THESE WMG TERMS ARE INCORPORATED INTO, AND FORM A PART OF, THE FAMLY TERMS AND CONDITIONS OR THE MASTER SOFTWARE AS A SERVICE AGREEMENT, AS APPLICABLE, (THE “AGREEMENT”) BETWEEN FAMLY AND THE ENTITY THAT ENTERED INTO THE AGREEMENT (“CUSTOMER” OR “YOU(/R)”) WITH FAMLY.

In the event of a conflict with the Agreement and the WMG Terms, the WMG Terms will control to the extent of the conflict. A violation of these WMG Terms is a violation of the Agreement. Capitalized terms not defined herein have the meaning given to them in the Agreement. These WMG Terms may further amend other agreements as between you and Famly, as expressly stated herein.

1. Data Protection. When using WMG in Famly, Watch Me Grow acts as a sub-processor to Famly.

a. By using WMG in Famly, you approve the appointment of Watch Me Grow as a sub-processor, as outlined in Section 6 of the Famly Data Processing Agreement.

b. Famly will share only the pseudonymized UIDs of the room, child and user to be processed.

c. Personal data processed as a part of WMG in Famly will be processed by Watch Me Grow in the United States.

d. Further information on processing and retention can be found in the Famly Data Processing Agreement.

2. License Grant. Famly grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use WMG in Famly during the Subscription Term of the Agreement.Famly grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use WMG in Famly during the Subscription Term of the Agreement.

3. Usage Terms. The Customer acknowledges and agrees that:

a. WMG in Famly is designed to integrate services provided by Watch Me Grow and the Customer may be subject to additional terms and conditions imposed by Watch Me Grow.

b. Famly is not responsible for any aspect of the services provided by Watch Me Grow, including but not limited to the availability, accuracy, or security of such services. 

c. You may be required to obtain the consent of parents for the filming of their children, and the sharing of such film with other parents. Famly shall rely on the full force of your indemnification under Section 6, for any failure on your part to adequately comply with any legal requirements in this regard.

d. Famly disclaims entirely any responsibility or warranty of quality, correctness, or legality for the content of any video displayed in WMG in Famly, and you hereby expressly waive, worldwide, any rights to seek damages against Famly for such content.

4. Fees and Payment Terms. WMG in Famly is offered as a free feature whilst it is in the testing and Beta stage. As such, no extra fees are payable on its usage at present.

5. Famly’s Liability.

a. Famly shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with the Customer’s use of WMG in Famly, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, to the fullest extent permissible by law.

b. Famly makes no warranties of any kind, whether expressed or implied, for WMG in Famly. Famly disclaims any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by the Customer, including loss of data resulting from delays, non-deliveries, or service interruptions.

6. Indemnification.

a. General Indemnity. The Customer ("Indemnifying Party") shall indemnify, defend, and hold harmless Famly ApS ("Indemnified Party") and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by the Indemnified Party or awarded against the Indemnified Party, relating to, arising out of, or resulting from any claim of a third party or regulatory authority alleging:

    i.
Breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by the Indemnifying Party. 

   ii. Any negligent or more culpable act or omission of the Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

    iii.
Any bodily injury, death of any person, or damage to real or tangible personal property caused by the acts or omissions of the Indemnifying Party.

    iv. Any failure by the Indemnifying Party to comply with any applicable laws.

b. Procedure for Indemnification Claims.
    i.
The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim which the Indemnified Party believes falls within the scope of this indemnification, providing a detailed description of the claim    and the basis for indemnification. The Indemnifying Party will not be liable for any litigation costs incurred or settlement made without its prior written consent. However, failure to provide timely notification shall not relieve    the Indemnifying Party of its obligations under this section except to the extent that the Indemnifying Party is materially prejudiced by such failure.

    ii.
Upon receipt of such notification, the Indemnifying Party shall have the right to participate in, solely at its own expense, and assume the defense of any such claim with counsel of its own choosing that is reasonably    acceptable to the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials, and    information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party

    iii. Notwithstanding the foregoing, the Indemnified Party shall have the right to retain its own counsel, at the expense of the Indemnifying Party, if representation of the claim by the counsel retained by the Indemnifying    Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedings.

    iv.
The indemnification rights in this Agreement are in addition to any other rights that the Indemnified Party may have at law or in equity or otherwise.

c. Survival. This indemnification will survive the termination or expiration of this Agreement and will continue to be effective regardless of any investigation, inquiry, or review made by or on behalf of the Indemnified Party and regardless of the knowledge of the Indemnified Party of the performance or nonperformance of the Indemnifying Party.

7. Term and Termination. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party in accordance with the terms of this Agreement or the main agreement between Famly and the Customer.

8. Miscellaneous.

a. Amendments. This Agreement may be amended by Famly, at any time, with 14 days notice.

b. Dispute Resolution. Any disputes arising under or in connection with this Agreement shall be resolved as set forth in the main agreement between Famly and the Customer.