These terms constitute the license agreement between the party providing reports to end users by using the software (“Licensee”) and VRT FINLAND OY (“VRT”), a Finnish company headquartered at Ruokkeentie 17, FIN-40660 Jyväskylä, Finland.
This Agreement shall govern the use of software for viewing and analysing 3D data and other related data] marketed with the brand name “GISGRO” and fully developed by VRT (“Software”). The Software shall be used by Licensee for the purposes of
- providing any end users (“Client”) with reports created by the Licensee based on data collected from the Client;
- inviting Clients to use the data;
- storing unpublished data and reports; and
- viewing and analysing 3D data and other related data.
The Licensee provides Clients with services listed above by using the Software (“Services”). The registration for the use of Software indicates Licensees acceptance of these license terms (“Agreement”).
2. GRANT OF LICENSE
The Software is not sold but licensed. Subject to the full payment of applicable fees of VRT and Licensees registration to the Service, VRT grants Licensee a non-exclusive, royalty-bearing and non-transferable right to use the Software and any additional components available for the Software from time to time for the purposes set out above in Section 1 (“Purpose”). The right is sub-licensable by the Licensee to Clients in the event a Client completes registration to the Service and accepts separate end user license agreement terms.
VRT may, upon its sole discretion, issue updates of the Software, which will be made available to Licensee or Client as determined by VRT from time to time.
VRT reserves the right to change the terms, conditions, and notices under which Software is offered, including but not limited to the charges associated with the use of Software.
The Software is owned by VRT and it is protected by copyright laws, international treaty provisions and all applicable national laws. In the event Licensee installs additional components for the use of Software, such components shall be treated like any other copyrighted material. Licensee may not reverse engineer, decompile or disassemble the Software.
4. REGISTRATION TO THE SERVICE
The use of the Service requires registration. Furthermore, any use of Software or storage of Data requires an active user registration by the Licensee and/or by the Client. In addition to registration, any Client using the Service or accessing the Data needs an active license to the Service.
The license to the Software is granted by establishing a limited amount of user accounts for the use of named Licensee personnel. The Licensee shall ensure the personnel holding user accounts shall administer the user account information (username and password) with due care and shall not inform or release the account information to any third parties without a written permission of VRT in advance.
The Licensee shall be fully liable for all user accounts granted to the Licensee and email addresses linked to Licensee’s accounts. Any requests to VRT by the Licensee shall be completed via email addresses linked to user accounts verified by the Licensee to VRT. For the purposes of maintaining any Data of the Licensee confidential, VRT shall have no responsibility to grant user accounts based on requests from any other contact information than those verified by VRT. VRT shall have a right to request additional information in order to verify the Licensee’s account or email related to it.
In the event the Licensee uses a limited and free-of-charge license period for testing purposes and does not purchase a license during such period, VRT shall have no obligation to store such user account information or Data uploaded to such account or return previous accounts.
VRT shall use the personal data connected to the registration for the purposes of Software use and development, user account maintenance and for commercial or technical announcement purposes. VRT uses personal data (including credit card information) also for the purposes of online transaction payment management as set out in applicable terms of third party online service provider. VRT may also use personal data for the purposes of optimizing digital customer marketing and surveys with the help of third party service providers such as Drip (Avenue 81, Inc).
5. DATA COLLECTION, STORAGE AND VRT’S RIGHT TO USE DATA
The use of Service requires transfer of 3D point cloud data or other information (“Data”) to the Software. The Data shall be collected by the Licensee, Client or a third party (“Service Provider”) that uses the Service subject to separate agreement with VRT. The Licensee acknowledges that all Data uploaded to the Service is collected and uploaded by Service Provider and such Service Provider shall be fully liable for any requirements or specifications in the Data and grant the Licensee an access to Data as the Service Provided and the Licensee may separately agree. By using the Service and accessing Data therein the Licensee approves the Data.
VRT does not claim ownership to any part of Data and any Data shall remain the property of Client or Licensee. However, upon the upload of Data to Software and for the purposes of providing the Service, VRT shall be granted an irrevocable and royalty-free right to
- receive, store, process and analyze Data (for VRT’s internal purposes only);
- provide and present reports based on the Data (for VRT’s internal purposes only);
- use Data for Software development purposes (by VRT and/or its software development partners only); and
- use the Data in anonymous form for developing modifications, alterations and/or derivatives in relation to the Software or any other rights possessed by VRT.
In no event shall VRT release or transfer Client-specific Data to third parties for any other purposes than above.
In the event the Licensee or Client shall not continue the use of Service or pay the applicable fees, VRT shall have a right to delete all Data from the Service and has no liability over the Data after a notice period of one month. The Licensee and/or Client shall be liable for maintaining suitable backup copies.
The Licensee shall be fully liable for all its access invitations granted to the Clients. Furthermore, the Licensee acknowledges and approves that any Data uploaded to the Service to which Client is granted an access based on invitation by the Licensee, may be permanently accessed, used and utilized by the Client regardless of the termination of Licensee’s right to Service. VRT is not liable for Clients right to use the Data in such events.
In the event of any misuse of this Agreement, VRT may remove any Data from the Software in VRT’s sole discretion.
The Licensee shall grant VRT a right to collect and transfer to online payment service provider all necessary information in order to complete regular online payments for the use of Service.
6. SUBLICENSING AND RELEASE OF REPORTS
Licensee shall have a right to sublicense the Software by providing Clients with invitations to register and use the Software.
Subject to the principles set out in Section 5 above, the Licensee is able to release material created based on the Data to any Client or any third party invited to use the Service by the Client. The material reports may be released to Clients or third parties on the sole discretion of the Licensee. Any third party invited to access the released material requires applicable license for the Service.
The Licensee shall control the release and publicity of all Data or material reports to the Clients or third parties invited by the Clients. The Licensee shall ensure and be fully liable that any Data or such material shall not be disclosed to any other parties than
- the Client owning rights to the Data;
- parties invited to use the Service by the Client; or
- the authorized personnel of Licensee.
The Licensee shall be fully liable that all invitations granting access to Data or released material are subject to approval of the Client and delivered to third party personnel authorized by the Client.
7. WARRANTIES OF THE LICENSEE
VRT shall have no liability over the Data. By posting, uploading, inputting, providing or submitting Data to the Software or allowing Client to use Data for the Service, the Licensee warrants and represents that either the Licensee or Client owns or otherwise controls all of the rights to Data including, without limitation, all the rights necessary for Licensee or Client to provide, post, upload, input or submit Data as well as the Clients permanent right to use the Data. Furthermore, the Licensee warrants that it has all necessary permits for the Data submitted to the Software especially including personal data (location information based on mobile devices etc.)
As a condition of Licensee’s use of Software, Licensee warrants to VRT that Licensee will not use Software for any purpose that is unlawful or prohibited by these terms, conditions, and notices. Licensee may not use Software in any manner which could damage, disable, overburden, or impair Software or interfere with any other party’s use and enjoyment of Software. Licensee may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Software.
Furthermore, the Licensee warrants that the Licensee shall not commit or cause the Client to commit the following:
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless Client owns or controls the rights thereto or has received all necessary consents;
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;
- Advertise or offer to sell or buy any goods or services for any business purpose, unless Software specifically allows such messages;
- Conduct or forward surveys, contests, pyramid schemes or chain letters;
- Download any file posted by another user of Software that Licensee or Client knows, or reasonably should know, cannot be legally distributed in such manner;
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of Software or other material contained in a file that is uploaded;
- Restrict or inhibit any other user from using Software;
- Violate any code of conduct or other guidelines which may be applicable for the Software;
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent; or
- Violate any applicable laws or regulations.
8. INTELLECTUAL PROPERTY RIGHTS
Based on this Agreement or any other agreement the Licensee or Client shall acquire only the license right set forth in this Agreement. The Software, any intellectual property rights (regardless of legal protection) possessed by VRT or any enhancements or proprietary material thereto shall remain the sole property of VRT. VRT shall have an unlimited right without any compensation to use any Data for its own development and file patent applications, develop products and/or applications based on Data or seek any other commercial purposes based on the use of Data, provided that the Data is used anonymously or in a format not directly connectable to Client or third party.
Any intellectual property rights possessed by Licensee or Client shall remain the sole property of Licensee or Client with the exceptions set forth in section 5.
Any use of Software along with third party applications (such as browsers, adobe acrobat reader etc) shall be subject to license terms of respective third party licenses.
9. LIMITED WARRANTY
The Software is provided to Licensee or Client on as is -basis and VRT shall not warrant the merchantability of the Software for the Licensees’ business. VRT holds the sole right to alter, modify and availability of the Software.
VRT is not liable for availability of any third party services which may be essential for the use of the Software.
VRT shall grant no warranties in relation to the following and requires that
- Licensee meets the Software and hardware requirements as set out in technical requirements;
- The Data is installed or uploaded correctly, and Licensee has not changed any critical settings required by Software;
- Software is used according to the instructions and pre-conditions of use delivered to Licensee;
- VRT has permanent access to Data; or
- Licensee or Client stores a backup copy of any relevant Data uploaded to Software.
10. TERMINATION AND TRANSFER
This Agreement may be terminated by Licensee upon seizing the use of Software and by VRT with a written notice of 30 days on any grounds. In the event the Licensee or Client breaches any of the terms and conditions of this Agreement, VRT shall have a right to terminate the Agreement with immediate effect. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and VRT’s proprietary rights shall survive any such termination.
The Licensee shall not have a right to transfer or assign this Agreement. VRT shall have a right to assign this Agreement to any affiliate of VRT or in connection of any business transaction.
11. GENERAL LIMITATION OF LIABILITY
IN NO EVENT SHALL VRT OR ITS SUPPLIERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS OF DATA, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE INTERFACE UNIT, EVEN IF VRT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE. IN ANY CASE VRT’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE.
12. GOVERNING LAW
This Agreement is governed by the laws of Finland. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of Finland and further agrees to commence any litigation that may arise hereunder in the courts located in Finland.