IMPORTANT: BY CLICKING YOUR ACCEPTANCE TO THESE TERMS AND/OR ACCESSING OR USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT USE THE SERVICES.
1. Acceptance of Terms
We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on the Services. You should check our Services periodically and review changes to the Terms at the following URL: https://www.verto.ai/terms. By continuing to use the Services following such modifications, you agree to be bound by such modifications.
Subject to the terms and conditions set forth herein and payment of all applicable fees, Company hereby grants to you, and you accept, a personal, nonexclusive, non-transferable, non-sublicensable, revocable, limited license, during the term of these Terms, to: (i) use the Services' UI dashboard in order to upload Your Content and to generate and download Deliverables (defined by you); (ii) use the Services to create interactive spin models ("Models"); and (iii) implement Company's API on user's websites that were approved by Company ("User's Websites") in order to display Models on User's Websites. If your subscription includes a perpetual license to the Models or if you otherwise requested to obtain, and Company approved your request in writing, your license to use the Models shall be perpetual.
3. Limitations on Use
Except as explicitly permitted herein, you agree not to (i) post the Models on any website except for User's Websites; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account, the Models and/or any of your rights under these Terms with/to any third party; (iii) transfer, distribute, scrap or copy all or any part of the Services, the Models and/or the Company IPR (as defined below) and/or use the Services as a service bureau; (iv) syndicate any part of the Services or refer to the Services by use of framing; (v) make use of the Services in any jurisdiction where same are illegal or which would subject Company or its affiliates to any registration requirement within such jurisdiction or country; (vi) use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use; (vii) transmit or upload any viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content or files; (viii) use the Services in a manner that is reasonably likely to bring any person or property into disrepute, including any use in advertising or promoting illegal behavior, hostility or discrimination based on race, religion, ethnic background, sex, age, disability or sexual preference or any other subject matter that would be reasonably likely to be offensive or unflattering to any such person or proper, (ix) access the Services through or use with the Services any automated or unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools, including without limitation "deep-linking", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process in order to , access, acquire, copy, extract for re-utilization of, or monitor any parts of this Services; (x) perform any act that destabilizes, interrupts or encumbers the Services or their servers or use “load testers”, that enable sending more request messages to the servers of the Services, in a given period of time, than a human can reasonably send in that time period by using the Services; (xi) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Services and/or any other software available on the Services or create derivative works thereof; (xii) attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; (xiii) download or otherwise export or re-export the Services or Models or underlying information or technology (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Lebanon, Iran, Syria or any other country to which the U.S. and/or Israel has embargoed goods and services; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.
You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for getting access to and using the Services.
4. Ownership of Proprietary Rights
Subject to payment of all applicable fees, you shall own all Intellectual Property Rights in the videos, photos and 3D files that were prepared for you by Company pursuant to your order, as defined in the orders portal ("Deliverables").
The Services, API and Models, including without limitation any underlying data, software, platforms, algorithms, technology, application design and look and feel, any information, services, texts, files, images, videos, organization, structure, specifications, Feedback (defined below), features and Company's logos, trade-names and brands, and any enhancements, improvements and derivatives thereof and all Intellectual Property Rights related thereto ("Company IPR") are the property of Company and/or its licensors who retain all right, title and interest in connection therewith.
No transfer or grant of any rights by Company is made or is to be implied by any provision of these Terms or by any other provision contained in the Services with respect to the Company IPR or otherwise, except for the limited license set forth in Section 2 above.
"Intellectual Property Rights" means worldwide, whether registered or not (a) rights associated with works of authorship, designs, mask works and photography including copyrights; (b) trademarks, service marks, domain names, logos, trade names, trade dress, the right to publicity and goodwill rights; (c) patents, patent applications and industrial designs; (d) trade secrets; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
5. Your Content
5.1 Your Content. You shall have sole responsibility and liability for Your Content (defined in Section 5.3 below) and for your use of the Services. Company shall not be liable or responsible for Your Content or any parts thereof. If Company has a reason to suspect that any of Your Content is illegal, infringing or violates the rights of any third party, Company may, under its sole discretion, remove Your Content. Company shall not have any liability for such removal even if the suspicion is later found to be meritless. Company does not screen Your Content. Company does not provide back-up or archive services, you are solely responsible for maintaining adequate backups of Your Content. You hereby grant Company a worldwide, perpetual, royalty-free license to use Your Content for the provision of the Services and for Company's improvement of the Services and machine learning.
5.2 Representations and Warranties. You represent and warrant to Company that Your Content and User's Websites: (i) comply with and will comply with all applicable laws, rules and regulations, the Terms and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, confidentiality and the right to privacy, (ii) do not contain any threatening, offensive, racist, hateful, threatening, violent, sexually explicit, obscene, libelous, defamatory or otherwise inappropriate content, (iii) are free from any restrictions, third party rights, payment obligations and/or royalties (including without limitation to any collecting societies).
5.3 "Your Content" shall mean any and all content that you provide, upload, send or refer to through the Services, including without limitation any text, font, images, videos, data or any other content or information or combination thereof.
6. Your Account
You are solely responsible for any actions performed in the Services under your credentials. Keeping your credentials safe is your sole responsibility. If you have any reasons to suspect that your credentials were discovered by any third party or that there was an unauthorized access to your account you will immediately notify Company and modify your login information. The Services are intended for use by users at least eighteen (18) years old, you hereby declare that you are eighteen (18) years old or older and undertake to monitor your account to ensure that no minor under that age has access to the Services.
We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services ("Feedback"), we shall: (i) own all right, title and interest in and to the Feedback without any restriction; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person.
Fees. The Services are subject to payment of fees according to Company’s then current price list and subscription terms ("Fees"). Company may, at its discretion, at any time, change the Fees and/or payment method. You will be charged the Fees that arise from such changes only after the change is displayed on the Services. By continuing to use the Services following such notice, you agree to be bound by such modifications.
Taxes. The Fees are exclusive of taxes, if any, which taxes will be borne by you. You are responsible for reporting and paying taxes in connection with the Services, along with any related penalties or interest, as applicable to your purchase or country of purchase. In the event that you are required by law to deduct and/or withhold any amount from any payments made hereunder the Fees shall be deemed as grossed-up and increased such that the actual net amount to be paid to Company shall be equal to the Fees that would have been due to Company without such deduction or withholding.
8. User Warranties and Representations
You represent and warrant to Company that: (a) you have, and will have at all times, all rights, licenses and consents required for your use of the Services, including without limitation in respect of the provision of and license to Your Content provided to Company herein; (b) you and your products and User's Websites and your use of the Services will comply with all applicable laws, regulations, rules and standards; (c) you are not located in or a national or resident of any of the countries or entities referred to in Section 3(xiii) above and/or any country or entity that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and are not listed on any U.S. Government list of prohibited or restricted parties.
YOU AGREE THAT YOUR USE OF THE SERVICES AND/OR THE COMPANY IPR SHALL BE AT YOUR OWN RISK. THE SERVICES, INCLUDING WITHOUT LIMITATION THE MODELS, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT WARRANT THAT THE CMODELS AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THESE SERVICES OR THE SERVER(S) THAT MAKES THESE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE QUALITY OF THE 3D RENDERING OR THE DISPLAY OF THE MODELS. WE DO NOT WARRANT THE RESPONSE TIME OF THE MODELS AND THE TIME IT TAKES MODELS TO BE DISPLAYED.
The company will allocate limited resources for the syndication of the Models (e.g. by number of concurrent users), as set forth in your subscription plan and/or our policies on the Services. If you exceed the allocated resources performance may be affected significantly. It is your sole responsibility to manage these resources properly.
THE TIMETABLES FOR THE CREATION OF THE MODELS, AS PRESENTED ON THE SERVICES, ARE ONLY ESTIMATES. TIMETABLES MAY VARY, DEPENDING ON VARIOUS FACTORS, SUCH AS THE COMPLEXITY OF MODELING THE PRODUCT OR COMPANY'S WORKLOAD. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL CONFORM WITH THE TIMETABLES SET FORTH IN THE SERVICES.
COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE COMPANY IPR, THE MODELS OR SERVICES INCLUDING WITHOUT LIMITATION THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, AVAILABILITY, TIMELINESS OR OTHERWISE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF OR RELIANCE UPON THE SERVICES AND/OR ANY OF THE COMPANY IPR.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability
TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL COMPANY AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SERVICES, MODELS AND/OR COMPANY IPR, OR RELIANCE ON ANY OF THE FOREGOING OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY COMPANY. WITHOUT DEROGATING FROM THE FOREGOING, IF DESPITE THE FOREGOING COMPANY WILL BE FOUND LIABLE OR RESPONSIBLE BY A COMPETENT AUTHORITY, UNDER ANY LEGAL THEORY, COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO COMPANY BY YOU IN THE PRECEDING SIX (6) MONTHS PERIOD.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS ARE MATERIAL BARGAINED FOR BASIS OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
You agree to defend, indemnify and hold Company and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors and suppliers harmless against any losses, expenses, costs, claims, damages (including attorneys' fees, expert fees' and other costs of litigation) arising from, incurred as a result of, or in any manner related to: (i) Your Content, User's Websites or products; and/or (ii) any breach of these Terms.
13. Third Party Content
14. Notice And Takedown
In the event that you believe that any content included in the Services violates your Intellectual Property Rights, right to privacy or is defamatory or otherwise illegal, inappropriate or offensive, please file a detailed notice of complaint to Company in the following link mailto:firstname.lastname@example.org, identifying such content and detailing the facts basis of your complaint and we will make reasonable efforts to remove the content. We will not be able to remove any content that was published outside the Services. You shall remove any of Your Content you shared, posted and/or reposted outside the Services upon Company's first demand.
You may terminate these Terms at any time by electing to end your subscription in your account on the Services, effective at the end of the then current month. Fees are non-refundable. We may terminate these Terms and/or suspend your right to access or use any portion or all of the Services and/or Company IPR immediately (including without limitations the license set forth in Section 2 above), at our sole discretion without notice. Upon termination you shall: (i) immediately cease using the Services; (ii) pay all outstanding Fees; and (iii) the following Sections shall survive: 1,3, 4, 5.2, 7-16.
(i) These Terms shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel-Aviv. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded; (ii) if any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of these Terms and shall not cause the invalidity or unenforceability of the remainder of these Terms; (iii) You acknowledge and agree that Company has the right, at any time and for any reason, to redesign or modify the Company IPR and other elements of the Services or any part thereof; (iv) these Terms are the entire agreement between you and Company regarding the subject matter herein and these Terms shall not be modified except by a written instrument executed by both parties; (v) Company may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Company. Any unauthorized assignment will be void and of no force or effect; (vi) no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you and Company any rights, remedies or other benefits under or by reason of these Terms; (vii) Company's failure to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches; (viii) all waivers must be in writing. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion; (ix) ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN ESPECT THEREOF.
If you have any further questions or require further clarification, please contact us by sending an e-mail to: email@example.com
Last updated November 05, 2019