Any similarity to any other document is purely incidental and this document is based on good industry standard practice and other industry practice documents. IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT AUTHORISED TO USE EYESPY360’S ONLINE SERVICES.
The Online Services are owned and operated by EyeSpy360, Inc. (“EyeSpy360”). EyeSpy360 reserves the right to revise any of these Terms in our sole discretion at any time and without prior notice to you by updating this posting, such changes to be effective prospectively. Thus, you should visit this page periodically for changes. If you disagree with any changes to any of these Terms, your sole remedy is to discontinue your use of the Online Services. Your continued use of the Online Services after a change has been posted constitutes your acceptance of the change thereafter as reflected in the updated Terms and Conditions.
In using the Online Services, you shall not directly, indirectly or procure another to:
• post, send, upload or otherwise transmit to or through the Online Services any imagery, text or other content that is/or may reasonably be regarded as being unlawful, infringing, harmful, harassing, defamatory, threatening, hateful, discriminatory, violent, fraudulent, vulgar, pornographic, or otherwise objectionable in any way absolutely. Eyespy360 reserves the absolute right to take all necessary actions required in respect of these Terms;
• Misrepresent your identity or affiliation(s) and details in any way shape or form;
• Interfere/Obstruct the operation of the Online Services;
• Collect information through the Online Services;
• Advertise or solicit the sale of any product or service or distribute spam or other nefarious IT product; or
• Violate any applicable laws or regulations (civil or criminal) in your jurisdiction.
In addition, you waive any so-called “moral rights” in such material. For any such material that you submit, you represent and warrant that: (a) you have the right to submit the material to EyeSpy360 and grant the licenses set forth above; (b) EyeSpy360 will not need to obtain licenses from any third party or pay royalties to any third party; (c) the material does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (d) the material complies with these Terms and all applicable laws.
OWNERSHIP AND USE OF THE ONLINE SERVICES.
The materials made available on or through the Online Services are protected by copyright and other intellectual property rights, including all images, 3D models, floor plans (pre-recorded tours, virtual tours, embedded live tours, information labels etc) are available for viewing in the EyeSpy360 Viewer. The “EyeSpy360 Viewer” means any functionality or application on the EyeSpy360 website that displays 3D models and related content. Except as set forth below, the use on any website or other environment of any material available on or through the Online Services is strictly prohibited. EyeSpy360 and its licensors own all right, title and interest (including all associated intellectual property rights, in each case whether registered or unregistered, and related goodwill) in and to the Online Services only. You will own all interest in the material/data uploaded by you and shall be 100% responsible for uploading it for use with the Online Services. EyeSpy360 and its licensors reserve all rights in and to the Online Services not expressly granted to you in these Terms.
Notwithstanding the foregoing, subject to these Terms, EyeSpy360 hereby authorize you to do any of the following on a revocable, non-exclusive, non-transferable basis:
• Use the functionality of the EyeSpy360 website and view any content available on the EyeSpy360 website through the functionality included in the website;
• Link to any page of the EyeSpy360 website, including on any of your websites or blogs or through any of your social networking outlets;
• Link to any 3D model available on the EyeSpy360 website;
• Utilize the “screenshot” functionality of the EyeSpy360 Viewer, to the extent it is available, to create copies of the images as they are displayed on the screen, and post or otherwise share those images—making any other modification to the image—via any of your websites or blogs or through any of your social networking outlets; and
• Display any such 3D model on your website by embedding the EyeSpy360 Viewer.
FOR THE AVOIDANCE OF DOUBT, EYESPY360 SUBSCRIPTIONS ARE BASED STRICTLY ON A PER USER BASIS AND CANNOT BE SHARED BETWEEN 2 OR MORE PEOPLE OR OFFICES. FURTHERMORE, EYESPY360 PROHIBITS THE SCRAPING OF ANY MATERIAL/DATA FROM OUR PUBLISHED VIRTUAL TOURS OR 3D MODELS ABSOLUTELY.
Except as authorized by the previous sentence, no portion of the Online Services may be copied, reproduced, republished, modified, used to create derivative works from, decompiled, reverse engineered, disassembled, uploaded, posted, transmitted, exploited, or distributed in any way without the prior written permission of EyeSpy360 (other than as needed for your computer or device to interface with the Online Services). Without limiting the generality of the previous sentence, you agree not to distribute in any medium any part of the Online Services without EyeSpy360’s prior written authorization, unless EyeSpy360 makes available the means for such distribution through functionality offered through normal use by the Online Services (such as the EyeSpy360 Viewer). You also agree not to access the Online Services through any technology or means other than through the pages of the EyeSpy360 website, the EyeSpy360 Viewer, or other explicitly authorized means EyeSpy360 may designate. Unless expressly authorised by EyeSpy360, if you use the Eyespy360 software on/through your website – you may not modify, build upon, hide, or block any portion or functionality of the EyeSpy360 Viewer, including but not limited to links back to the EyeSpy360 website. Any use of the EyeSpy360 Viewer on your website will be subject to these Terms. You agree not to circumvent, disable or otherwise interfere with security-related features of the Online Services or features that prevent or restrict use or copying of any portion of the Online Services or enforce limitations on use of the Online Services or the content therein. Any unauthorized use or modification of any of the materials available on the Online Services is a violation of the copyrights and other proprietary rights of EyeSpy360 and its licensors. Written permission for any such unauthorized use or modification must be obtained from EyeSpy360 in advance; such requests should be submitted via an email to support@EyeSpy360.com. EyeSpy360 reserves the right to discontinue any aspect of the Online Services at any time.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights including but not limited to trademarks, patents, service marks, logos, goodwill, copyright and trade names on the Online Services, whether registered or unregistered, including but not limited to “EYESPY360,” are proprietary to EyeSpy360. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names (other than as needed for your computer or device to interface with the Online Services) without the prior written consent of the EyeSpy360.
EyeSpy360 may terminate your use of the Online Services at any time at its sole discretion. Upon any such termination, you must destroy any material obtained from the Online Services and all copies thereof.
In the event that we are unable to provide the Online Services – we will endeavour to allow you to download your content. However, we recommend you keep copies of all content used with the Online Services because we can not guarantee that you will be able to access the site 24x7x360 forever. In the event of a material change EyeSpy360 shall endeavour to give you sufficient warning to download your content but can not control third-party providers such as hosting partners, infrastructure or other IT suppliers. As far as possible/reasonable this shall also apply to potential insolvency, chapter 11 or other such re-organisation or administration.
THE MATERIALS AND FUNCTIONALITIES AVAILABLE ON THE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO LAW, EYESPY360 DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EYESPY360 DOES NOT WARRANT THAT THE FUNCTIONS ON THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EYESPY360 DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS OR FUNCTIONS ON THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, RESULTS TO BE ACHIEVED, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES..
LIMITATION OF LIABILITY.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW: (A) UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL EYESPY360 OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, EVEN IF EYESPY360 OR A EYESPY360 AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE AGGREGATE LIABILITY OF EYESPY360 AND ITS AFFILIATES OR LICENSORS TO YOU SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO EYESPY360. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
You will indemnify, defend, and hold harmless EyeSpy360, its affiliates, and their respective directors, officers, employees, and agents, from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including attorneys’ fees) arising therefrom, brought by any third party that is based on, or arises out of: (a) your activities on or use of the Online Services; (b) your violation, or apparent violation, of any of these Terms; or (c) any allegation that any material you submitted to EyeSpy360 violates any law or infringes any third party right, including any intellectual property or privacy right. You shall not settle any claim unless EyeSpy360 consents to such settlement in writing.
You are prohibited from violating, or attempting to violate, the security of the Online Services including you comply with all the site security provisions.
INTELLECTUAL PROPERTY RIGHTS GENERALLY.
EyeSpy360 respects the intellectual property of others. We expect you to respect our intellectual property rights fully and comply with these Terms and any other relevant document.
The Online Services are controlled and operated by EyeSpy360 from its offices within the United Kingdom.
EyeSpy360 makes no representation that materials available on the Online Services are appropriate or available for use in other locations. By choosing to access the Online Services from other locations do so on their own initiative and are responsible for compliance with all local laws, if and to the extent such laws are applicable. Access to the Online Services from jurisdictions where the contents of the Online Services are illegal or penalized is prohibited. By using information or software from the Online Services, you represent and warrant that you are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of any country or region or are not on or owned, in whole or part, by any such person or persons.
These Terms and any policies and guidelines incorporated herein by reference constitute the entire agreement between the parties relating to the subject matter herein inn relation to the subject.
You shall not assign these Terms without the prior written consent of EyeSpy360, which consent EyeSpy360 shall not withhold unreasonably. Any attempt by you to assign other than in accordance with this provision shall be null and void. Unless otherwise specified herein, all notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and: (i) if to EyeSpy360, delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to EyeSpy360, Athene House, 86 The Broadway, London, England, NW7 3TD; or (ii) if to you, by email or by posting on the Online Services. No amendment of any provision of these Terms shall be effective unless made in accordance with Section 1 of these Terms or set forth in a writing signed by a representative of EyeSpy360 and you, and then only to the extent specifically set forth therein. No waiver by EyeSpy360 of any condition or the breach of any provision of these Terms in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision.
These Terms shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.