Terms of Service - Beta Tester Agreement
28 · 11 · 2018
Last Updated: November 28, 2018
Welcome, and thank you for your interest in Volum3 Ltd. (“Volum3,” “we,” or “us”) and our online interface that brings together different users: architects, manufactures, suppliers, contractors and investors. The collaboration platform is available through our web site https://beta.volum3.com as well as other services provided by us and on which a link to these Beta Tester Agreement is displayed (collectively the “Service”).
These Terms of Service are a legally binding contract between you and Volum3 regarding your use of the Service. However, and notwithstanding anything to the contrary in these Terms of Service, if you and Volum3 have entered into a separate agreement that purports to govern all use of the Service by you, then that separate agreement shall be the governing contract between you and Volum3 regarding your use of the Service and these Terms of Service shall not apply. PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THE VOLUM3 SOFTWARE PROGRAM AGREEMENT ("AGREEMENT") CAREFULLY. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE “ACCEPT” BUTTON. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "DECLINE" BUTTON AND YOU WILL BE INELIGIBLE TO PARTICIPATE IN THE VOLUM3 BETA SOFTWARE PROGRAM
VOLUM3 BETA SOFTWARE PROGRAM AGREEMENT VOLUM3 Ltd.
1. Participation in the Volum3 Beta Software Program. The purpose of the Volum3 Beta Software Program (“Beta Program”) is to make pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to Beta Program participants from time to time for the purpose of providing Volum3 with feedback on the quality and usability of the Pre-Release Software. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Volum3. You understand that your participation in the Beta Program does not obligate Volum3 to provide you with any Pre-Release Software. Volum3 reserves the right to modify the terms, conditions, and policies of this Beta Program from time to time, and to revoke your participation in this Beta Program at any time. If Volum3 makes changes to the terms and conditions of this Agreement, then Volum3 will present such revised terms and conditions to you on the Beta Program web portal.
2. Eligibility. By participating in the Beta Program, you certify that:
- - you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the Beta Program. This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions;
- - unless otherwise agreed or permitted by Volum3 in writing, you cannot share or transfer any software or other materials you receive from Volum3 in connection with being a Beta Program participant;
- - the Volum3 password you use to login as a Beta Program participant cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your password and for any activity in connection with your account;
- - if you are using the Service on behalf of an entity, organisation, or company, you represent and warrant that you have the authority to bind such organisation to these Terms and you agree to be bound by these Terms on behalf of such organisation.
3. Use of the Service. You understand that Volum3 may make Pre-Release Software available to Beta Program participants for downloading online through the Beta Program web portal, and/or as otherwise provided through the Beta Program (e.g., by manual download of a digital image, by providing software configuration profiles, etc.). From time to time, Volum3, at its option, may also provide you with software or services as part of the Beta Program, including but not limited to scripts, code snippets, utilities, configuration profiles, sample code, troubleshooting applications and bug submission tools as part of your participation in the Beta Program. All use of such Pre-Release Software shall be pursuant to the terms and conditions of this Agreement and/or another license agreement accompanying such Pre-Release Software. Your right to use the Service is subject to and contingent upon your compliance with all limitations (such as limitations on the number of users, projects or sheets, and any other technical restrictions) that are associated with or determined by the subscription plan you have purchased on Volum3’s website or via a mutually executed purchase order or other ordering document, as such subscription plans may be more particularly described on Volum3’s website or otherwise agreed between You and Volum3 in writing from time to time.
Your use of the Service is also subject to your agreement and compliance with the end-user license agreements provided or made available, as well as any acceptable use policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to on the Service. All such end-user license terms, policies, rules and guidelines are hereby incorporated by reference into, and made a part of, these Terms.
4. License Grant and Restrictions. Subject to your compliance with this Agreement, Volum3 hereby grants you a personal, limited license to use the Volum3 Software solely for testing and evaluation purposes and only in connection with this Beta Program. To access some features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your e-mail address or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected]. Your account is for your use only, and no other persons may access the Service using your account. You may not transfer or share your account with anyone, and we reserve the right to immediately terminate your account if you do transfer or share your account. You may have the option to purchase subscriptions for other user accounts (“Additional Accounts”) that are associated with your organisation or the “Projects” you manage through the Service. If you purchase subscriptions for Additional Accounts, then you shall ensure that each such Additional Account is accessed only by the person that you have identified to Volum3 as the user of that account, and by no other person.
5. Feedback. Contact from Volum3. As part of the Beta Program, Volum3 will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to Volum3. Volum3 may request this information from you through by email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, you agree that Volum3 may contact you from time to time about the Beta Program, and you hereby consent to receive such communications. Except as otherwise set forth in Section 8, you agree that in the absence of a separate written agreement to the contrary, Volum3 will be free to use any Feedback you provide for any purpose.
Beta Test version of Volum3 Software is available to test users free of charge.
7. Definition of Confidential Information. You agree that the Pre-Release Software and any information concerning the Pre-Release Software (including its nature and existence, features, functionality, and screen shots) and any other information disclosed by Volum3 to you in connection with the Beta Program will be considered and referred to in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Volum3 (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Volum3 and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of Volum3 and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.
8. User Content
8.1 User Content Generally. Certain features of the Service may permit users to submit and publish on or through the Service a variety of content, including floor plans, blueprints, maps, messages, photos, images, video, data, text, documents, correspondence, and other types of works (collectively, “User Content”). As between you and Volum3, you retain ownership of all copyright and any other proprietary rights in the User Content that you post to the Service, and you do not transfer ownership of any intellectual property rights in your User Content to Volum3.
8.2 Limited License Grant to Volum3. By submitting User Content, you grant Volum3 a worldwide, non-exclusive, royalty-free, transferable right and license (with the right to sublicense) to host, store, transfer, display and modify your User Content, in whole or in part, in any manner reasonably necessary to provide the Service. Volum3 may also provide certain features in the Service that may allow you to configure certain controls or limitations with respect to if and how other users may access particular User Content. You acknowledge and agree that Volum3 may also aggregate your User Content with data provided by other third parties and use and disclose such aggregated data for any business purposes, provided that such aggregated data does not identify you or contain any personally identifiable information of any individuals associated with you.
8.3 Limited License Grant to Other Users. By publishing or sharing User Content with other users through the Service, you hereby grant the recipient of such User Content a non-exclusive license to access and use such User Content as contemplated by these Terms and the functionality of the Service (including functionality that allows further sharing of such User Content).
8.4 User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By submitting, posting, publishing, or sharing User Content, you affirm, represent, warrant, and covenant that:
• you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to submit, post, publish, and share such User Content with Volum3 and others, and to authorize Volum3 and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you and in the manner contemplated by these Terms; and
• your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe, violate, or misappropriate any third party’s rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third party.
You are solely responsible for maintaining backups of your User Content outside the Service, and Volum3 will have no liability whatsoever to you arising out of or in connection with any loss, compromise, or corruption of any data you may submit, receive, transmit, or store through the Service. Once you terminate your account, you will no longer have access to retrieve or obtain any of your User Content.
8.6 Customer Reference.
You agree that Volum3 may reference you as a customer of Volum3, subject to your trademark and logo usage guidelines as provided in writing by Customer to Volum3.
9. Restrictions on Use.
You shall not, and shall not permit or encourage any third party to: (a) alter, modify, adapt, translate, reverse engineer, disassemble, decompile, or attempt to derive the source code of the Service or any part thereof, except to the extent that such activities are permitted under applicable law; (b) sell, lease, rent, sublicense, redistribute or otherwise transfer or convey the Service or any part thereof to any third party; (c) use the Service for any time-sharing, outsourcing, service bureau, hosting, application service provider or like purposes; (d) use the Service for the purpose of developing a product or service that directly or indirectly competes with the Service, or to perform any competitive analysis; (e) remove, alter, or obscure in any way the proprietary rights notices (including copyright, patent, and trademark notices and symbols) of Volum3 or its suppliers contained within the Service or any part thereof; (f) use the Service other than as described in the user manuals or documentation provided or made available to you by Volum3, or with any unsupported software or hardware (as described in user manuals or documentation); (g) disclose the results of any benchmark tests on the Service without Volum3’s prior written consent; or (h) use the Service for any unlawful purpose. Any violation of any of the foregoing restrictions shall be a material breach of this Agreement.
10. Third-Party Services and Linked Websites.
Volum3 may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your Volum3 account with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share”). We may additionally allow you to link your account with other third party services, such storage services provided by Dropbox or Box.net. By using these tools, you agree that we may transfer such information to the applicable third-party service. Such third party services are not under our control, and we are not responsible for their use of your exported information. The Service may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content.
Termination. These Terms and your subscription for the Service will continue until the end of the test period, unless terminated earlier in accordance with these Terms. If you violate any provision of these Terms, we may immediately terminate these Terms or suspend your account. You may terminate your account at any time by contacting customer service at [email protected]. For clarity, access to Projects may be suspended or discontinued if the account responsible for administering those Projects is suspended or terminated.
12. Changes to the Terms. We reserve the right, at our discretion, to change these Terms on a going forward basis at any time. Please check these Terms periodically for changes. In the event that a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Service, by sending an email to any address you may have used to register for an account, or through other mechanisms. Generally, modifications to the Terms are effective upon publication, provided that if the changed Terms materially modify your rights or obligations, the changes are effective upon the earlier of (a) your using the Service with actual knowledge of the change, or (b) thirty days following publication of the modified Terms, and further provided that disputes arising under these Terms will be resolved in accordance with the Terms in effect that the time the dispute arose. If you do not accept the changed Terms, you may not continue to access and use the Service.
13. Ownership. Proprietary Rights. The Service is owned and operated by Volum3 d.o.o.. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) provided by Volum3 are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service, and all intellectual property rights therein and thereto, are the property of Volum3 or our third-party licensors. Except as expressly authorized by Volum3, you may not make use of the Materials. Volum3 reserves all rights to the Materials not granted expressly in these Terms.
14. Indemnity. You agree that you will be responsible for your use of the Service, and you agree to defend, indemnify, and hold harmless Volum3 and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Volum3 Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use or misuse of the Service; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property Last Updated: November 28, 2018 right, publicity, confidentiality, property or privacy right; (iv) your User Content, or (v) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
15. Disclaimers. No Warranties THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE VOLUM3 ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE VOLUM3 ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE WILL BE ACCURATE, UP TO DATE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE VOLUM3 ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALINGS WITH OTHER SERVICE USERS OR OTHER THIRD PARTIES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
16. Limitation of Liability. IN NO EVENT WILL VOLUM3 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE VOLUM3 ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT THE AGGREGATE TOTAL OF ALL LIABILITY OF THE VOLUM3 ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
17. Governing Law. THESE TERMS SHALL BE GOVERNED BY THE LAWS OF THE REPUBLIC OF CROATIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Volum3 d.o.o. agree to submit to the personal and exclusive jurisdiction of the Commercial Court in Zagreb, Croatia for the purpose of litigating all disputes arising out of or related to this Agreement.
Contact Information. The services hereunder are offered by Volum3 d.o.o., located at Božidarevićeva 13/4th floor, 10000 Zagreb, Croatia. You may contact us by sending correspondence to the foregoing address or by emailing us at [email protected].