Last Updated: November 23, 2018
The term “Services” used in these Terms includes but is not limited to the gNext online platform for performing virtual inspections using point clouds computed from images and video provided by the User, and any other related services, including documentation, free downloaded material or other information available through the Sites and/or obtained from gNext.
GRANT OF LICENSE
Subject to the other provisions of the Agreement, gNext grants you, solely during the term of the Agreement, a non-exclusive, non-transferable, non-assignable, and non-sublicensable license to use the Sites and Services solely for your own internal purposes.
Each User of gNext must agree to a usage plan. There are two usage plans: the “Free Plan,” which is free of charge, and the “Paid Plan,” for which the User must pay a fee to gNext.
The Free Plan allows the User to perform only the following functions: to view and interact with any existing projects to which the User has been granted access; to upload data (e.g., images, point clouds); and to request gNext to further process such data and to allow temporary viewing of the results for up to one month, however gNext will have sole discretion whether to approve any such request. For avoidance of doubt, any data uploaded under the Free Plan will be considered User Data (as defined below) regardless of whether any such request is approved.
The Paid Plan is entered into only pursuant to a separate signed agreement between the User and gNext (the “Paid Plan Agreement”) and allows the User to perform the functions specified in that separate agreement in exchange for payment of the fee specified in that separate agreement (the “Fee”). Any Paid Plan Agreement will be an integral part of this Agreement and will be governed by all of these Terms, except that if there is any contradiction between these Terms and the Paid Plan Agreement, then the Paid Plan Agreement will control.
Any User who has not entered into a Paid Plan Agreement with gNext will be deemed to have agreed to the Free Plan. A User may only upgrade from the Free Plan to the Paid Plan by entering into a Paid Plan Agreement with gNext.
A User on the Paid Plan whose Paid Plan Agreement expires will automatically be downgraded to the Free Plan at the time of such expiration.
gNext may unilaterally terminate any Free Plan at any time.
No User will ever be entitled to any refund of any Fee or other amount paid to gNext.
gNext retains all rights in the Service and the Sites and in all computer code, text, logos, images, trademarks, service marks, creative works, and other content used by gNext in connection with the Service and the Sites, except for User Data (as defined below). This Agreement grants no ownership rights to User. No license is granted to User except to use the Service as expressly stated above.
The gNext name and logo, and the product names associated with the Service and Sites are trademarks of gNext, and they may not be used without the prior written consent of gNext.
User agrees not to reverse engineer, disassemble, decompile, or attempt to discover the source code of the Service or Sites or any gNext software or other technology, or attempt to circumvent any limitations on the use of the Service or Sites. User will not use or access the Service or Sites to: (i) build a competitive product or service; (ii) make a product using ideas, features, functions or graphics similar to those of the Service or Sites; (iii) make derivative works based upon the Service or Sites; (iv) copy any features, functions or graphics of the Service or Sites; or (v) lease, sell, distribute or otherwise allow any third party to use the Service or Sites.
In order to use the Service, the User will upload to the Service data such as images, videos, three-dimensional models, parameters, and organizational information (collectively, “User Data”). In addition, any output file generated by the User as a result of using the Service will be User Data.
User retains ownership of all User Data. User hereby grants to gNext a non-exclusive, perpetual, sub-licensable, assignable, worldwide, royalty-free license to use the User Data (a) to improve the performance, quality and functionality of the Solution and/or to develop new services, in order to bring customers greater reliability and success; and (b) to market and/or advertise the Solution. (Provided, however, that User may opt-out of the license described in item (b) of the preceding sentence by sending written notice to gNext at [email@example.com], and provided further thatany such opt-out will apply solely to User Data uploaded after the date of the notice.) User represents and warrants to gNext that User possesses sufficient rights in the User Data to use the User Data pursuant to this Agreement and to grant the above license to gNext.
Actions prohibited on the Sites include:
- 1. any act that would constitute a breach of either the privacy rights or any other legal rights of other individuals;
- 2. using the Sites or Services as a forum to defame gNext or its officers, directors, employees and agents, or otherwise acting in a manner that brings gNext into disrepute;
- 3. uploading files that contain malware or viruses or that may otherwise cause harm, interruption or damage to the property of gNext or the property of other individuals accessing the Sites and/or using the Services;
- 4. posting or providing to or through the Sites any libelous, defamatory, racist, obscene, threatening, treasonous, pornographic, profane or unlawful material; and
- 5. any other actions that gNext may deem inappropriate. User acknowledges and agrees that gNext may examine and analyze User’s use of the Sites and Services in order to ensure that such use is in accordance with this Agreement.
User is responsible for all activities that occur under User’s user accounts. User is responsible for maintaining the security and confidentiality of all User usernames and passwords. User will ensure that no minors use User’s user accounts. The Sites and the Services are not intended for children under thirteen years of age. No one under age thirteen may provide any information to the Sites or Services. gNext does not knowingly collect personal information from children under thirteen. If gNext learns that gNext has collected or received personal information from a child under thirteen, then gNext will delete that information. If you believe we might have any information from or about a child under thirteen, please contact us in the manner stated below. You also agree to notify gNext immediately of any unauthorized use of the Services or any other known or suspected breach of security.
WARRANTIES AND DISCLAIMERS
Use of the Sites and Services is at your own and exclusive risk. gNext assumes no responsibility for the information made available to you through the Sites and Services and disclaims all representations and warranties that any information provided via the Sites or Services is accurate, complete, or not misleading.
THE SITES AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASISAND, CONSEQUENTLY, GNEXT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE) INCLUDING THAT ACCESS TO THE SITES OR THE SERVICES WILL BE UN-INTERRUPTED, THAT THE SERVICES OR THE RESULTS THEREOF WILL BE ACCURATE OR ERROR-FREE, THAT THE SERVICES OR SITES WILL BE FREE FROM VIRUSES OR MALWARE, THAT THE SERVICES OR THE SITES WILL BE SECURE OR RELIABLE, OR THAT ANY OF YOUR PERSONAL INFORMATION WILL NOT BE DISCLOSED ACCIDENTALLY OR THROUGH THE ILLEGAL ACTS OF THIRD PARTIES, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE ACCORDINGLY EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE THAT GNEXT WILL NOT BACK UP ANY CLIENT DATA OR ANY OF THE RESULTS OF YOUR USE OF THE SERVICES, AND AGREE TO MAINTAIN YOUR OWN BACKUPS OF THE CLIENT DATA AND OF SUCH RESULTS, AND FURTHER AGREE THAT GNEXT IS NOT RESPONSIBLE IF ANY OF SUCH CLIENT DATA OR RESULTS SHOULD BE LOST OR BECOME CORRUPTED OR OTHERWISE UNUSABLE.
gNext reserves the right to terminate or interrupt your access to and use of the Sites and Services at any time for any reason, with or without notice.
LIMITATION OF LIABILITY
You agree that neither gNext nor any other parties involved in creating or providing the Sites or the Services on behalf of gNext shall have any liability or responsibility whatsoever for any direct, incidental, consequential, indirect, special or punitive damages, costs, losses or liabilities related to or arising out of your access to, your use of, your intermittent or permanent inability to access or use, the content of, or any change in content of, the Sites or Services (even if gNext has been advised of the possibility of such damages). gNext disclaims, to the extent permitted by applicable law, all liability for any actions it takes or fails to take in response to any communications you may send to gNext.
To the maximum extent permitted by applicable law, you expressly waive all claims against gNext, its officers, directors, employees and agents that may arise from or be in any way related to your use of or access to the Sites or the Services.
GNEXT DISCLAIMS ANY LIABILITY FOR YOUR USE OF THE SERVICES AND/OR THE SITES. THOSE WHO USE THE SERVICES AND/OR THE SITES DO SO AT THEIR OWN RISK AND COST, ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAW, AND SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGES SUFFERED BY OR CAUSED TO THIRD PARTIES, INCLUDING THOSE ARISING FROM LOSS OF DATA, OR FROM THE USE OF OR ACCESS TO THE SERVICES AND/OR SITES. UNDER NO CIRCUMSTANCES WHATSOEVER WILL GNEXT BE LIABLE FOR ANY DAMAGE, COSTS, OR OTHER HARM THAT USER MAY INCUR AS A RESULT OF USER’S USE OF THE SERVICES OR THE SITES.
If you are dissatisfied with the Services or the Sites or these Terms, your sole and exclusive remedy is to discontinue using the Services and/or the Sites.
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
Each User agrees to fully indemnify and hold harmless gNext from and against any costs, fees, damages, settlement payments, or other amounts or harm that gNext may incur (including but not related to attorneys’ fees) that arise from or relate to (i) any breach by such User of any provision of these Terms; (ii) any breach of any representation or warranty made by such User in these Terms; or (iii) any claim brought by any other person as a result of or arising from any action that the User has undertaken through use of the Services or Sites.
JURISDICTION AND GOVERNING LAW; LANGUAGE; COSTS
These Terms shall be construed in accordance with, and governed in all respects by, the laws of the Commonwealth of Virginia, without respect to its choice of law provisions. Any dispute between the parties concerning this Agreement shall be subject to exclusive jurisdiction and venue before the state and federal courts in or for Montgomery County, Virginia. If these Terms are provided to the User in any language other than English, then the version in such other language will be a translation only and the English version of these Terms will control. In any dispute arising from or related to these Terms, the prevailing party will be entitled to an award of its costs and fees incurred in connection with the dispute, including but not limited to its attorneys’ fees.
CHANGES TO THESE TERMS
gNext reserves the right to change or modify these Terms at any time without notice to you. Any such change will be effective immediately upon publication of any newly revised Terms at [www.gnextlabs.com]. You are reminded that it is your responsibility to review these Termsprior to any use of the Sites and Services.
Any questions regarding the above Terms may be directed to firstname.lastname@example.org.