- The Customer hereby agrees to engage Glimpse Group LLC to provide the Customer with services (the “Services”) consisting of:
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- Glimpse Group LLC will provide customer with statistical audits through company owned or pre-existing video cameras, as agreed in the supplementary documents issued to Customer
- Auditing will be over intervals agreed in the supplementary documents and will cover a statistically significant amount of transactions that will be listed in reports.
- Online reports will indicate the %age of audited sales transactions that have not been rung up and list those that have been rung up within venue specific ring up standard of a transaction and list those that have been rung up on the POS within ring up standard of a transaction.
- Reports will be updated not less than weekly, or as agreed in supplementary documents issued to Customer
- If for any reason the video, computer, network systems or POS are down Glimpse Group LLC will not charge for the down time and will audit when the networks are active again.
- Glimpse Group LLC is not responsible for errors or omissions more than to credit it without charge.
- Glimpse Group LLC is available for weekly consultations with designated Customer management members, to review reports over phone or shared screen conferences, or as agreed in supplementary documents issued to Customer.
- All hardware and software delivered by Glimpse Group LLC is the property of Glimpse Group LLC unless otherwise agreed upon in supplementary documents issued to Customer.
- All software delivered by Glimpse Group LLC is the property of Glimpse Group LLC and may not be copied or used for other purposes than in this agreement.
- Glimpse Group LLC may remove all its software and hardware upon a substantial breach of the terms set herein.
- Customer understands that the installation will necessitate drilling into various parts of the premises. Glimpse Group LLC intends generally to conceal wiring in the finished areas of the premises, however, there may be areas in which due to construction, decoration or furnishing of the premises, Glimpse Group LLC determines, in its sole discretion that it would be impractical to conceal the wiring and in such cases, wire will be exposed.
- Customer understands that installation requires drilling holes in interior walls. Company limits its liability to the patching of said holes and Glimpse Group LLC cannot be responsible for providing paint or wall coverings to match those colours or coverings existing within customer’s premises
2. The Services will also include any other tasks, which the Parties may agree on. Glimpse Group LLC hereby agrees to provide such Services to the customer.
3. The term of this Agreement (the “Term”) will begin on the date agreed in the supplementary documents and will remain in full force and effect indefinitely until terminated in compliance with supplementary documents issued to Customer.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to comply with the termination terms agreed in the supplementary documents issued.
5. The Agreement may be terminated at any time by mutual agreement of the Parties.
6. Except as otherwise provided in the Agreement, the obligations of Glimpse Group LLC will end upon the termination of the Agreement.
7. The Parties agree to do everything necessary to ensure that the terms of the Agreement take effect.
8. Except as otherwise provided in the Agreement, all monetary amounts referred to in the Agreement are in US Dollars.
9. For the services rendered by Glimpse Group LLC as required by the Agreement, the customer will provide compensation (the “Compensation”) to Glimpse Group LLC as per subscription term agreed in supplementary documents, eg plan and pricing schedule.
10. The Compensation will be payable on a monthly basis, while the Agreement is in force.
11. The Compensation as stated in the Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the customer in addition to the Compensation.
12. The Customer agrees to provide, for the use of Glimpse Group LLC in providing the Services, the following resources:
- Customer is responsible for power and network integrity and the POS.
- Customer is responsible to assure camera positions do not change and that the lenses are clean.
13. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the customer which would reasonably be considered to be proprietary to the customer including, but not limited to, accounting records, business processes, and Customer records and that is not generally known in the industry of the Customer and where the release of that Confidential Information could reasonably be expected to cause harm to the customer.
14. Glimpse Group LLC agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Glimpse Group LLC has obtained, except as authorized by the customer. This obligation will survive the expiration or termination of the Agreement and will continue indefinitely.
15. All written and oral information and materials disclosed or provided by the customer to Glimpse Group LLC under the Agreement is Confidential Information regardless of whether it was provided before or after the date of the Agreement or how it was provided to Glimpse Group LLC.
16. Upon the expiry or termination of the Agreement, Glimpse Group LLC will return to the customer any property, documentation, records, or Confidential Information which is the property of the customer.
17. In providing the Services under these Terms it is expressly agreed that Glimpse Group LLC is acting as an independent contractor and not as an employee. Glimpse Group LLC and the Customer acknowledge that these Terms do not create a partnership or joint venture between them, and is exclusively a contract for service.
18. All notices, requests, demands or other communications required or permitted by these Terms will be given in writing and delivered as follows:
Glimpse Group LLC
6815 Biscayne Blvd, Suite 103-221 Miami, FL 33138, USA
19. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with the Agreement. This indemnification will survive the termination of the Agreement.
20. Any amendment or modification of the Terms or additional obligation assumed by either Party in connection with the Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
21. Glimpse Group LLC will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under the Agreement without the prior written consent of the Customer.
22. It is agreed that there is no representation, warranty, collateral agreement or condition affecting the Agreement except as expressly provided in the Agreement.
23. It is the intention of the Parties to the Agreement that the Agreement and the performance under the Agreement, and all suits and special proceedings under the Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Florida, without regard to the jurisdiction in which any action or special proceeding may be instituted.
24. In the event that any of the provisions of the Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.