These terms constitute an end user license agreement between the client and end user (“Client”) 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 (“Software”) marketed with the brand name “GISGRO” and fully developed by VRT.
The Software may be used in connection with and for the storage and evaluation of any data or for the purposes of viewing and analysing data provided by third parties (“Service”). The registration for the use of Software indicates Clients acceptance of this agreement (“Agreement”).
2. GRANT OF LICENSE
The Software is not sold but licensed. Subject to the full payment of applicable fees of VRT and Clients registration to the Service, VRT grants Client a non-exclusive, royalty-bearing, non-transferable and non-sublicensable right to use the Software and any additional components available for the Software from time to time for the purposes of viewing and analysing 3D data and other related data (“Purpose”). VRT may, upon its sole discretion, issue updates of the Software, which will be made available to 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 Client installs additional components for the use of Software, such components shall be treated like any other copyrighted material. Client 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 Client. The license may be provided by any other party providing Services to Clients by using the Software subject to separate license granted by VRT.
The license to the Software is granted by establishing a limited amount of user accounts for the use of named Client personnel. The Client 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 Client shall be fully liable for all user accounts granted to the Client and email addresses linked to Clients’ accounts. Any requests to VRT by the Client shall be completed via email addresses linked to user accounts verified by the Client to VRT. For the purposes of maintaining any Data of the Client 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 Clients’ account or email related to it.
In the event the Client 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 Client or a third party (“Service Provider”) that uses the Service subject to separate agreement with VRT. The Client 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 Clients an access to Data as the Service Provided and the Client may separately agree. By using the Service and accessing Data therein the Client approves the Data.
VRT does not claim ownership to any part of Data and any Data shall remain the property of the Service Provider or the Client. 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 Client shall not continue the use of Service, user account of the Client is inactive, or the Client shall not 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 Client shall be liable for maintaining suitable backup copies.
In the event of any misuse of this Agreement, VRT may remove any Data from the Software in VRT’s sole discretion.
The Client 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. REPORTS AND MATERIAL RELEASE
The Service Provider using the Software or Service is able to release material created based on the Data by the Service Provider to any Client or any third party invited to use the Service by the Client. The material may be released to Clients or third parties invited to use the Service by the Client and subject to applicable license for the Service.
The Client acknowledges that all Data and reports thereof shall be visible to the Service Provider as well as all parties invited to use the Software by the Client. Furthermore, any invited parties also require a license to the Service. Once the material is released by the Service Provider, the Client is not able to make any changes to the material.
The Client shall be fully liable for any invitations to in relation to access to the released material of the Client. related to the Service. VRT shall have no liability over invitations completed by the Client and the resulting publicity of Data or material connected to the Client.
7. WARRANTIES OF THE CLIENT
VRT shall have no liability over the Data. By posting, uploading, inputting, providing or submitting Data to the Service Provider or allowing the Service Provider to use Data for the Service, the Client warrants and represents that Client owns or otherwise controls all of the rights to Data including, without limitation, all the rights necessary for Client to provide, post, upload, input or submit Data as well as use the Data to which all right originate to the Service Provider. Furthermore, the Client warrants that it has all necessary permits for the Data submitted to the Service Provider especially including or deemed as personal data (location information based on mobile devices etc.)
As a condition of Client’s use of Software, Client warrants to VRT that Client will not use Software for any purpose that is unlawful or prohibited by these terms, conditions, and notices. Client 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. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through Software.
8. INTELLECTUAL PROPERTY RIGHTS
Based on this Agreement or any other agreement the 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 Client shall remain the sole property of 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 Client on as is -basis and VRT shall not warrant the merchantability of the Software for the Clients business. VRT holds the sole right to alter, modify and availability of the Software.
VRT shall grant no warranties in relation to the following and requires that
- Client meets the Software and hardware requirements as set out in technical requirements;
- The Data is installed or uploaded correctly and Client has not changed any critical settings required by Software;
- Software is used according to the instructions and pre-conditions of use delivered to Client;
- VRT has permanent access to Data; or
- Client stores a backup copy of any relevant Data uploaded to Software;
This Agreement may be terminated by Client upon seizing the use of Software and by VRT with a written notice of 30 days on any grounds. In the event the 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 CLIENT 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.