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vSpatial Terms of Service

Updated: 2019.04.29

You agree to be bound by these “Terms of Service” (these “Terms”) of vSpatial, Inc., a Delaware corporation (“vSpatial,” “we,” “us”), any time you access our website, our software (“Software”), and any of our other products or services located on our website or through the Software (together the website, Software, and services that support either is referred to as the “Services”). Your use of the Services is subject to acceptance of and compliance with these Terms. “Use” or “using” means to access, install, download, copy, or otherwise benefit from using the functionality of the Services. If you do not agree to these Terms, do not use the Services. Each time you use the Services, the current version of these Terms will apply. The current version of these Terms will always be available on the website.

Your use of the Services is also subject to our Privacy Policy, available on our website and incorporated into these Terms by reference. In addition, you agree to abide by our rules, policies, and procedures which we may publish in conjunction with the Services from time to time. We reserve the right and without notice to change these Terms. If you have questions regarding these Terms, please contact us at contact@vspatial.com.

THIS IS A LEGALLY BINDING AGREEMENT. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT AND THE PRIVACY POLICY REFERENCED HEREIN, YOU MUST IMMEDIATELY LEAVE OUR WEBSITE AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU ARE AT LEAST 18 YEARS OLD (OR IF YOU ARE BETWEEN 13 AND 17 YEARS OLD, INCLUSIVE, THAT YOU ARE USING THE SERVICES ONLY WITH THE APPROVAL OF YOUR PARENT OR GUARDIAN), THAT YOU ARE LEGALLY ABLE TO ENTER THIS AGREEMENT, AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.

Software and Licenses

When used in this Terms, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined.

Software

“Software” means all of the contents of the downloads, files, disk(s), CD-ROM(s) or other media containing vSpatial software with which this Terms is applicable, including but not limited to (A) registration information, i.e. license key which is unique for Your registration name; (B) related explanatory written materials or files (“Documentation”); and (C) Software setup files including the vSpatial desktop and mobile applications and code samples (if any); and (D) any upgrades, modified versions, updates, additions, and copies of the Software, if any, provided to You by Us now or in the future (collectively, “Updates”).

License

vSpatial, as the licensor, grants You, as the licensee, a non-exclusive right to use the Software under these Terms. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. vSpatial reserves all rights not expressly granted to You. vSpatial retains the ownership and copyright in and to the Software.

As part of this license, You agree that the Software may download and install Updates, and additional features from Us in order to improve, enhance, and further develop the Software.

Permitted Uses and Restrictions

Subject to Your compliance with this Terms, vSpatial grants You a non-exclusive, limited, revocable, non-transferable license to use the Software solely as follows:

  • One Single Use License allows You to activate and use a copy of the Software on multiple qualified platforms including Steam VR, Oculus VR, and Microsoft MR for which it is designated.
  • The Single Use License does not allow You to use the Software on multiple platforms at the same time.
  • Unauthorized copying of the Software is expressly forbidden.
  • You may not rent, lease, lend, or sell the Software to anyone.
  • You may not transfer Your rights under this Terms, unless We are notified of and consent to the assignment and the assignee agrees to the terms of this Terms.
  • You may not use the Software for any unlawful purpose and shall not misuse the Services in any manner, which vSpatial shall determine in its sole discretion.
  • You must comply with all codes of conduct, policies, storage limitations, or other notices that vSpatial provides to you or are published in connection with the Services from time to time.
  • Use of the Services require that you sign up for an account. You agree to keep your username and password confidential and to not allow others to use your user account. You also agree not to use another’s user account.
  • You are solely responsible for all activity that occurs under your account. You agree to notify vSpatial of any unauthorized use of your account.
  • Except as and only to the extent permitted in this Terms and by applicable law, You may not copy, adapt, translate, decompile, reverse engineer, disassemble, modify, or create derivative works of the Services or advertise the Services in any form.
  • Without prejudice to any other rights, We may terminate this Terms if You fail to comply with the terms and conditions of this Terms or other documents, referred to herein. In such event, You must destroy all copies of the Software.

Content and License Grant to vSpatial

The Services allow creation, transmission, and storage of content generated by You and the following terms apply.

“Content” means all visual, written, or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged, or transmitted on or through Your use of the Services.  You retain ownership of any intellectual property rights that you hold in the Content and grant Us the license specified herein.  We will not monitor Content, except: (i) as needed to provide, support, or improve the Services; (ii) investigate potential or suspected fraud, abuse, misuse, or unlawful activities; (iii) where instructed or permitted by you; (iv) as otherwise required by law or to exercise or protect Our legal rights; or (v) for our legitimate business interests.

When you upload, submit, store, send, or receive Content to or through the Services, you give vSpatial (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations, or other changes we make so that your Content works better with our Services), communicate, publish, publicly perform, publicly display, and distribute such Content.  The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and for developing new ones.  This license continues even if you stop using our Services.  By using the Services you represent that you have the authority to grant Us this license for any Content you submit to our Services. We may transfer, copy, backup, and store your Content in the United States or other countries or jurisdictions outside your country as a part of the Services.

You are solely responsible for your Content and your use of the Services.  We are not liable to you for any loss or damages arising from any Content.  We do not endorse and have no control over the Content used in connection with the Services.  We cannot guarantee the accuracy of any Content provided by you or by other users.

General Terms

Termination

This Terms is effective until terminated. Your rights under this License will terminate by Us automatically without notice if You fail to comply with any provisions of this Terms and or otherwise fail to pay the fees and charges, if any, payable to Us and associated with Your use of the Services. Upon the termination of these Terms, You shall cease all use and destroy, remove or delete all copies, full or partial, of the Software on Your computer or device and otherwise in Your possession or control. Any term or condition of this Terms which by its plain meaning shall be and must be performed after termination, shall survive termination.

Indemnification

You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, and third party service providers (collectively, the “Indemnitees”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Services, or your breach of this Terms. You agree to be solely responsible for defending any Claim against or suffered by any Indemnitee, subject to the relevant Indemnitee’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against any Indemnitee provided that you will not agree to any settlement that imposes any obligation or liability on any Indemnitee without our prior express written consent.

Warranty Disclaimer

YOU EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICES, OR ANY PART THEREOF, (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICES, (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY US. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT OUR WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF OUR CONTROL. THE SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL VSPATIAL BE LIABLE TO YOU OR A THIRD PARTY FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER. THIS INCLUDES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SOFTWARE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF VSPATIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. REGARDLESS, IN NO EVENT SHALL VSPATIAL TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Intellectual Property

The Services are protected by copyrights, trademarks, patents, trade secrets, and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the same violates these Terms and may violate applicable law. Except as expressly provided herein, we do not grant you any express or implied right to use the Services. In addition, you agree not to take any action that may infringe on our Intellectual Property Rights.

Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of law principles. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. The federal or state courts located in Collin County, Texas, USA shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Terms. To the maximum extent permitted by law, You hereby consent to the jurisdiction and venue of such courts and waive any objections to such jurisdiction and venue.

Arbitration

Except for actions to protect copyrights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to these Terms or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in the location in Utah, USA or such other location in the USA determined by vSpatial in its sole discretion. The arbitrator shall apply the laws of the State of Utah, to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Notwithstanding the law of Utah, legal fees shall be awarded to the prevailing party in the arbitration.

Complete Agreement and Severability

This Terms constitutes the entire agreement between You and vSpatial relating to the use of the Services and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Terms will be binding unless in writing and signed by vSpatial, provided vSpatial reserves the right to make changes as specified herein. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in Your jurisdiction. If any term or provision of this Terms is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Terms.