1. GENERAL
The following Terms of Service governs the use of the software “M/s 2dview,” and services provided by M/s 2dview., and its affiliated entities. These terms apply to the Services generally and the additional terms of service applicable to each Service offering are set forth below. These general Terms and Conditions are applicable to all the services provided by M/s 2dview and its affiliated entities (hereinafter “Entity”, “Software”, “2dview”, “us”, “Our”, “We”) By “Customer”, “you” or “your” we mean the individual / legal entity that is ordering Services under these Terms, any of your affiliates together with you and your affiliates’ employees and representatives. When we refer to the “parties” we mean you and us together. You are advised to read and understand these Terms carefully as moving past the home page, or using any of the services shall be taken to mean that You have read and agreed to all of the policies, which constitute a legally binding agreement between you and 2dview. These terms are to be read along with the Privacy Policy and any other policies of the Companies. In terms of Information Technology statutes, this document is an electronic record. The headings of each section in this Agreement are only for the purpose of organising the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value. By using the Software, You accept and agree to be bound by this Agreement, the Privacy Policy, as well as rules, guidelines, policies, terms, and conditions applicable to any service that is provided by this Software, that shall be deemed to be incorporated into this Terms of Use and shall be considered as part and parcel of this Terms of Use. Your use of Our Software is evidence that You have read and agreed to be contractually bound by these Terms of Service and our Privacy Policy. Please read both carefully. The use of this Software by You is governed by this policy and any policy so mentioned by terms of reference. If You do not agree with any of these terms, please discontinue using the Software. By proceeding with the use of the software, you confirm that you have done your due diligence with regard to the ownership of 2dview and that you have proceeded to use the software with complete knowledge and without any reservations regarding the ownership of 2dview. We hold the sole right to modify the Terms of Service without prior permission from You or providing notice to You. The relationship creates on You a duty to periodically check the Terms of Service and stay updated on its requirements. If You continue to use the Software or avail any of its services without registration following such change, this is deemed as consent by You to the so amended policies. Your continued use of the Software is conditioned upon Your compliance with the Terms of Service, including but not limited to compliance with the Terms of Service even after alterations, if any.
2. DEFINITIONS:
For the purpose of these Terms of Use, along with any amendments to the same, and wherever the context so requires i)"Account" means the account that you register and create on the Site and/or in the software ii)“Agreement” shall mean and refer to this Terms of Service, including any amendments that may be incorporated into it. iii)The term “Authorized User” shall mean an individual subscriber / legal entity including its the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users. iv)The term “Content” shall mean any information on the Software/Software or any information posted by you in connection with the Service. v)End-User Software License Agreement (“EULA”), the term “Software” means M/S “2dview” SOFTWARE PRODUCT in object code form, or any part thereof, and any and all printed, online and/or electronic documentation related thereto (hereinafter “Documentation), as well as any maintenance releases as may be supplied to You by 2dview SOFTWARE PRODUCT from time to time pursuant to this EULA. vi)“License Parameters” for each applicable License Type shall be as set forth below. For the purposes of the License Parameters: a. “Subscription Period” means the term of validity of Your license subscription, as specified in 2dview SOFTWARE PRODUCT’S confirmation of Your order for the Software. b.“Territory” means the country of Your residence or establishment, as informed to 2dview on the date of creation of account and c. “Affliate” means another entity controlled by or under common control with You, with "control" existing through a right to nominate or dismiss 50 % or more of the members of the board of directors of an entity, or persons performing equivalent functions, whether through ownership of shares entitling to 50 % or more of the number of votes represented at a general meeting of such entity, or otherwise, for so long as such control subsists and whether directly or indirectly. vii)“License Type” for Your License to the Software and the Subscription Period are specified in 2dview SOFTWARE PRODUCT confirmation of Your order for the Software. viii)The terms ‘Party’ & ‘Parties’ shall respectively be used to refer to the subscription holder, authorized user and the Company individually and collectively, ix)Subscription Period of a subscription-based License is either a fixed term, or “recurring”, as specified in 2dview Software Product ’s confirmation of Your order for the Software. A fixed Subscription Period shall expire on the specified date. A recurring Subscription Period shall renew automatically (upon giving prior notification of the expiration of subscription and renewal of the subscription) for subsequent Subscription Periods equally long to the initial Subscription Period, until terminated either (i) by You or (ii) 2dview Software Product subject to a notice in writing issued no later than three (3) months prior to the end of the then current Subscription Period as the context so requires x)“Privacy Policy” means our Privacy Policy which describes how we process your personal data which describes how we process your personal data xi)The term “Services” shall mean and refer to the services and software provided by Us. xii)The term “Subscriber” shall refer to the purchaser of the Services provided by Us and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf. xiii)The terms ‘We’, ‘Us’, ‘’Our’, ‘Company’ shall mean M/s 2dview, as the context so requires. xiv)The term ‘You’ &‘User’ shall mean any legal person or entity accessing or using the services and the software provided on this Software/Application, who is competent to enter into binding contracts, as per the provisions of law.
3. SERVICES:
i.We offer the following Services through our proprietary software “2dview” as a service platform that we host for Our Subscribers a new generation project management software namely “2dview” for Visual Effects Companies. he said project management software contains revolutionary features which makes project management easier and is suitable for visual effects, animation, design and other creative related works. For more information regarding 2dview, you may refer to our website at 2dview.com. For more information regarding the subscription models, you may refer to our website at 2dview.com/features/. ii.To subscribe for a Service, You must create an account by completing the sign-up procedure for that Service. You must acquire one (1) license per each User that concurrently uses the Software to connect to 2dview Software product server. You are only entitled to use the Services for which You have subscribed and paid for. You are not allowed to transfer the Account to others, and you may only sign up one (1) Account. Once an Account has been successfully created, and payment has been made where prepayment is required, the Services will be available and ready to use or order, as instructed on the software. iii. Upon creation of an account, , the subscriber / Authorized User will be entitled to use the features of the software, to the extent you have opted and paid for and for the limited period you have subscribed for. iv.Your right of use of the service free of cost and the features made available therein, shall be at the sole discretion of 2dview and 2dview reserves its right to restrict the features made available to you during that period. In addition to the other terms and conditions of these Terms, 2dview reserves the right to impose upper limits on various aspects of your use of the Services that goes beyond of fair use v.The Services shall be ordered in accordance with the instructions on the Software. Depending on how you order the Services we will confirm your order as presented below. a.If you have registered an Account, our confirmation of your order will take place when we email you and/or send you a confirmation in the Software, at which point a contract will come into existence between you and us. b.If you order by way of any of our Authorised Dealers, we will send you an order confirmation to the contact information provided to the dealers, which will include these Terms. When you have accepted our confirmation (i.e. including the Terms), a contract will come into existence between you and us vi.During the order process we will let you know, the method and procedure of installation of the software. vii.We store all Content on redundant storage servers. viii.Subscriber is only permitted to access and use the Service if he/she/ it has subscribed to. ix.Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by 2dview. x.Each Subscriber will be provided with a unique Username to access and use the Service. xi.The Username shall only be used by the Subscriber to whom it is assigned, and shall not be shared with, or used by any other person, including other Subscribers. xii.Any Authorized User shall be deemed to have the authority to manage the subscription. xiii.Subscribers are solely responsible for the proper use of the Service by authorized Users on the list of active authorized Users associated with their subscription to the Service. xiv.The Subscriber shall be the originating administrator with authority to administer the subscription. xv.The Subscriber will deactivate an active Username if he wishes to terminate access to the Service for any Authorized User. xvi.Subscribers are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service. xvii.Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service. xviii.Any Content uploaded or posted to the Service remains the property of the Subscriber. xix.We are only responsible for providing a secure method of authentication, storage and access to Our Service. We will provide mechanisms that: (a) allow for User password management (b) transmit passwords in a secure format (c) protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices. xx.We may have to suspend the supply of any of the Functions to: a.Deal with technical problems or make minor technical changes; or b.Update changes to the Functions to reflect changes in applicable laws regulatory requirement. We will contact you in advance in the event we need to suspend the supply of any Service. This does not apply if the problem is urgent or an emergency.
4. RIGHTS AND OBLIGATIONS
a.The Software is licensed, not sold by 2dview. Subject to the applicable License Parameters and Your compliance with the terms of this EULA, and upon timely payment of all applicable fees, 2dview Software Product hereby grants you a non-exclusive, non-assignable, non-transferable (except to the extent as may be permitted by the License Parameters) and non-sublicensable license ("License"), limited right and license to use (and permit your authorized users to use) the Services to which you have subscribed solely for your internal business purposes to download, install and use, display and run the Software. You agree to be responsible for all activities that occur under your Account. b.This Agreement supersedes all prior license agreements between the Parties pertaining to current or prior versions of the Software and any terms or conditions in any such prior agreement, currently in force, which are inconsistent with the terms or conditions of this Agreement are hereby specially agreed to be modified and conformed to this Agreement c.You agree and warrant that you have taken all precautions and done a due diligence on the methods and processes employed by 2dview to secure the content uploaded by the Authorized User / Subscriber. d.The Software contains valuable trade secrets and confidential information of 2dview and/or its licensors. Your shall ensure that You, the Authorized User and any person to whom You have granted access to the Software does not: i.disclose any part of the Software to any third party, or ii.allow any third party to use the Software, or iii.allow any copies of the Software to leave Your or Your Authorized user's possession or control, except if otherwise expressly permitted by the Documentation. e.Authorized Users: You (i) are responsible for Your authorized user's compliance with the Agreement, and (ii) shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify us immediately of any such unauthorized access or use. It is your responsibility to remove access to the Services if authorized status of a user or designated employee changes. Credentials for your Account must be kept secure at all times and you are forbidden to share data relating to your Account with any third parties. Should you suspect that your Account or your credentials have been or are being used by a third party you must contact us immediately by using any of our Contact Information. f.Your responsibilities and restrictions: You are responsible for all activities that occur under Your User accounts or by Your Authorized Users. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that You submit to the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us promptly of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; (iv) obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges incurred by you in connection with your use of the Services. g.Obligations: You are a restricted User of this Software. i.You may not, and You shall ensure Your Authorized Users do not cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate post, publish or create derivative works from, transfer, or sell any information or software obtained from the Software. With our prior permission limited use may be allowed. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information on the content of the Software is not permitted. ii.You shall ensure that You and Your Authorized User’s do not copy the whole or any part of the Software, modify, enhance or merge the whole or any part of the Software with any other software or documentation; assign, transfer (subject to License Parameters), distribute, sell, lease, rent, sub-license, charge or otherwise deal in or encumber the Software, nor make available the same to any third party, nor use the Software to provide service bureau or similar services to any third party; adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Software, or to access the source code of the Software; enable use of the Software by duplication through virtualization or comparable technology in a manner that would exceed the number of licenses purchased by You; use the Software to develop other software, except programmed components or executables for Your own use which interact with the Software’s Open API (“Applications”). iii.You agree not to access (or attempt to access) the Software or Services by any means other than through the interface that is provided by the Software. The use of process, to access, acquire, copy or monitor any portion of the Software or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Software, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Software. You shall not access the software by means other than through interfaces provided by us and as otherwise expressly authorised under these Terms. You may not use the Functions in a manner contrary to our, or any third party’s, rights and interests. You agree to comply with all instructions and recommendations provided by us from time to time. You acknowledge and agree that by accessing or using the Software or Services, You may be exposed to content from other Users that You may consider offensive, indecent or otherwise objectionable. We disclaim all liabilities arising in relation to such offensive content on the Software. Further, You may report such offensive content. When you use the Functions, you must always comply with all applicable laws, regulations and public orders. h.In places where this Software allows you to post or upload data/information, you undertake to ensure that such material is not offensive and in accordance with applicable laws. Further, you undertake not to: i.Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of any third party or us; ii.Engage in any activity that interferes with or disrupts access to the Software or the Services (or the servers and networks which are connected to the Software); iii.Impersonate any person or third party entity, or falsely state or otherwise misrepresent your affiliation with a person or third party entity; iv.Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" under the relevant laws v.Publish, post, in any other way express any material or information that is unlawful vi.Post any file that infringes the copyright, patent or trademark of other legal third party entities; vii.Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software or another's computer; viii.Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner; ix.Monitor the softwares availability, performance or functionality for any competitive purpose, meaning, for example that you agree not to access the Services for the purpose of developing or operating a competitive product or service or copying the Services' features or user interface; or Resell or in any way redistribute results generated in the Site and/or the App or use the Services in order to create a competing service or product x.Probe, scan or test the vulnerability of the Software or any network connected to the Software, nor breach the security or authentication measures on the Software or any network connected to the Software. You may not reverse look-up, trace or seek to trace any information on any other User, of or visitor to, the Software, or any other customer of the Software, including any Software Account not owned by You, to its source, or exploit the Software or Service or information made available or offered by or through the Software, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Software; xi.Disrupt or interfere with the security of, or otherwise cause harm to, the Software, system resources, accounts, passwords, servers or networks connected to or accessible through the Software or any affiliated or linked sites; xii.Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service; xiii.Violate any applicable laws or regulations for the time being in force; xiv.Create liability for us or cause us to lose (in whole or in part) the services of our internet service provider ("ISPs") or other suppliers. i.We have no obligation to monitor the materials posted on the Software. We shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Service. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE SOFTWARE. In no event shall we assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from the use of Content and/or appearance of Content on the Software. You hereby represent and warrant that you have all necessary rights in and to all content which You provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortuous, or otherwise unlawful information. j.We are entitled to decline or adjust an order from you and close down your Account in the event that you provide us with untrue, inaccurate, not current, or incomplete information when creating your Account. This shall also apply if you fail to comply with these Terms (for example if you have not paid for the Services in time) or other provisions of this agreement and requirements under law. Upon occurrence of any of these events, we will contact you and request that you remedy your breach of these Terms. k.The software include(s) functions for uploading and storing of files and other information provided by you (“Content”). You are responsible for all distribution and other actions by you and in your Account. By adding Content to the Site and/or the App, you warrant that you are a) the owner of the uploaded Content or b) entitled to manage the Content in such way and that the Content or your use of the Content in no way violates any applicable legislation. We will not supervise whether any Content is lawfully uploaded or distributed through the software. We preserve the data in the software with utmost care with an uptime of 99%, we also urge you to also create backup of your data. We do not take any responsibility with regards to the validity of Content provided by you. l.Risk in the Software media and License key(s) (if any) shall pass to You on delivery. In the event that the Software media, or any equipment upon which the Software is installed, is lost or stolen, You shall notify 2dview thereof without undue delay, and Your License to use the Software, whether by way of back-up copies or otherwise, shall be suspended until delivery of a replacement License Key (if any) in respect thereof. m.When disposing of equipment in any manner whatsoever, You shall uninstall and remove and ensure that any Authorized User uninstalls and removes the Software from such equipment prior to disposal, and take all other steps necessary to prevent the Software or any part thereof from coming into the possession of any third parties. A failure to do so shall be deemed to constitute breach of this EULA. n.You shall promptly notify 2dview if You become aware of (i) any breach of confidentiality obligations regarding the Software, or (ii) any infringement (whether actual or alleged) of 2dview Software Product's intellectual property rights in the Software, or (iii) any unauthorised use of the Software by any person, and provide reasonable assistance to 2dview in connection with any suit or proceeding relating to such events.
5. PRICES AND PAYMENTS
i.Price information: Payment for use of the Services are made periodically (based on the applicable Subscription Period) in advance. Each payment will cover a Subscription Period during which you will have access to the Services. You must pay all applicable fees as set out and described on the Software/ Website for the Services that you have selected. The prices for the Services are set out on the WebSite and/or in the Software. The prices are stated exclusive of any applicable taxes unless otherwise explicitly stated on the WebSite and/or in the Software. The price of the Services provided to you will be the price indicated on the order pages when you placed your order. ii.You agree to pay, and indemnify 2dview from claims for, any local, state or national tax (exclusive of taxes based on net income), duty, tariff or other impost related to or arising from the transaction contemplated by these Terms. iii.We have the right to change the prices for the Services. If we change the prices, we will notify you in advance. Price changes will take effect at the start of the Subscription Period following the date the prices were changed. By continuing to use or access the Services after the price changes come into effect, you agree to be bound by the new charges. You are entitled to cancel your subscription at any time, and you will continue to have access to the Services throughout your current paid Subscription Period. If you have been offered Services for a specific term and price, that price will remain in force for that agreed time. iv.In case of non-payment we reserve the right to suspend, terminate and cancel our performance and the Subscription Period. We are entitled to charge penalty and interest, in the event of late payments. Where you have signed up to use the Services during a trial period, you will have access to some of the Services (as further described on the Site and in the App) free of charge during such trial period. v.Payment for the Services can be made in accordance with what is set out below. We offer payments by way of: A.Through the Software by either Debit/ Credit Card B.Through the Software by Netbanking C.Through 2dview's Authorized Dealers vi.We invoice you for the Services in advance, with the frequency agreed for the period contracted. You agree that we may issue electronic invoices, which will be sent to the email address you have provided in your Account or upon ordering of the Services. You must keep the payment information provided to us accurate and up-to-date. You agree to pay within the set time for the payment method you choose. We have the right to close down your Account until you have paid for all the charges incurred by you. Payment after the due date can entail late payment fees and interest. Further, in the eventuality of the account data being lost in the software due to late payment, the same cannot be recovered after 45 days from the date of suspension / termination of the account. vii.We neither provide refunds nor the right to return for a purchased subscription nor credits for any partially used subscription nor credits for any unused Account nor credits by reason of your dissatisfaction with the Software and/or its Functions. You agree that you make payments to 2dview only after being thoroughly satisfies with the product. viii.You are required to pay the non-refundable fees for the Subscription you wish to subscribe for ("Subscription Fees"). Subscription Fees are non-refundable even if you terminate your subscription early. You may incur other non-refundable fees or charges for your use of the Services in addition to those fees mentioned on the Software. Subscribers with monthly/annual paying subscriptions will be charged upon the expiration of the period they have paid for. Subscriptions cancelled prior to the expiration of the paid term, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are final and non-refundable, including payments made by Annual Subscribers. ix.2D View will start notifying your regarding the expiration of your subscription 1 week prior to the date of expiration. If you have opted for automatic renewal, 2D View will notify you prior to debiting the account. In the event of a successful payment, 2D View will notify regarding the successful payment received. In the event of a failed payment, 2D View will notify you again and retry for debiting the payment from your account for automatic renewal. In the event, you are not inclined for 2D View to automatically debit the renewal amount, you are duty bound to inform 2D View at least 30 days in advance before the expiration of the subscription. x.You acknowledge that your failure to pay any fees or charges when due may result in suspension or termination of Your use of Our Services. If You fail to pay any of the fees or charges due hereunder, We have the right to engage a collections agency to collect the fees and charges and you shall pay all costs incurred by Us in connection with the collection of such past due amounts, including, without limitation, reasonable attorneys' and collections agencies' fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by applicable law. The Subscription charges are subject to change upon notice. Such notice may be provided by an e-mail message to Subscriber, or in the form of an announcement on the Service.
6. AUDIT TERMS:
i.2dview may at any time conduct, or appoint an external auditor to audit Your compliance with the terms of this EULA ("Audit"). ii.2dview shall provide no less than five (5) days' advance notice of such Audit, except where the Audit is conducted electronically. In connection with the Audit, You shall grant reasonable assistance and cooperation and such access to premises, systems and materials as necessary to determine Your and the Authorised User compliance with this EULA. iii.Without prejudice to the foregoing, the Audit may also be conducted electronically utilizing the audit functionality of the Software, designed to enable 2dview to automatically monitor that the use of the Software complies with the terms of the License, and to detect and notify 2dview of installations and use of unlicensed or otherwise infringing copies of the Software. You expressly agree and consent to such monitoring and reporting to 2dview. iv.If the Audit results determine that You or an Authorized User, as applicable, are not in compliance with the terms of the License, You shall immediately remedy such non-compliance, whether through purchase and payment for additional Licenses, or otherwise, and, without prejudice to any rights or remedies that may be available to the 2dview, compensate 2dview for reasonable costs of the Audit v.You shall keep, and require that any Authorized User to keep, accurate accounts, documents and records in sufficient detail to enable 2dview Software Product to effectively exercise its rights under this EULA.
7. TERM AND TERMINATION
i.The term for our Services commences upon creation of an Account with us and shall remain in force during the subscription period (“Subscription Period“). ii.A Subscription Period can be either 30 days (monthly subscription) or 365 days (annual subscription). At the end of each Subscription Period, your subscription will be automatically renewed for the same period on payment unless terminated by you by written notice before expiration of the Subscription Period. iii.To terminate the Services go to the user settings under your Account and follow the instructions or by contacting us using the Contact Information. Upon termination, you will remain to have access to the services until the Subscription Period ends. When the Subscription Period ends, we will delete or anonymise any personal information about you, with exception for any personal information that we are required to keep by law. No refunds are provided for any periods not in use. Any Services still ongoing upon termination shall be carried through in accordance with these Terms. Obligations arising from any breach of contract during the term of these Terms shall not be affected by termination. Upon termination, the subscribers data will be available with 2dview only for 45 days and thereafter gets automatically erased. iv.Upon termination of the Agreement, You will immediately discontinue all use of the Services, cease to represent in any form that You are a User of the Services, and destroy all our Confidential Information in your possession. Neither party shall be liable for any damages resulting from a termination of the Agreement or any subscriptions to Services as provided for herein; provided, however, that the termination of the Agreement shall not affect any claim arising prior to such termination v.We reserve the right to terminate the contract with you if you: A. Breach or otherwise violate these Terms or any other provisions set up by us or if you becomes bankrupt or insolvent; or B.Use the Site, the App or the Services in any way that does not comply with the intended purposes or is otherwise harmful for us or any third person. C.Violate any of the terms of this Agreement D. Attempt to circumvent the terms of this agreement E.Act unlawfully
8. PROPERTY AND INTELLECTUAL PROPERTY RIGHTS:
i.2dview's Rights: The Software and the App are owned and operated by 2dview. All copyrights, trademarks, trade names, logos and other intellectual or industrial property rights held and used by us as well as those presented in the Functions (including titles, graphics, icons, scripts, source codes, etc.) are our property or third party licensors' property and must not be reproduced, distributed, sold, used, modified, copied, limited or used (in whole or in part) without our written consent. ii.All information, content, services and software displayed on, transmitted through, or used in connection with the Software, as well as its selection and arrangement, is owned by Us. You may use the Content only through the Software, and solely for Your personal, non-commercial use. You may not, republish any portion of the Content on any Internet, Intranet or extranet site or incorporate the Content in any database, compilation, archive or cache. You may not distribute any Content to others, whether or not for payment or other consideration, and You may not modify copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Content. You may not scrape or otherwise copy our Content without permission. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Software, not to insert any code or product or manipulate the content of the Software in any way that affects the User's experience, and not to use any data mining, data gathering or extraction method. iii.All reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted or offered on the Site or otherwise disclosed, submitted or offered in connection with use of the Site (collectively, the Comments) shall be and remain the property of the Company. Such disclosure, submission or offer of any Comments shall constitute an assignment to the Company of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, the Company shall exclusively own all such rights, titles and interests in the Comments and shall not be limited in any way in its use, commercial or otherwise. The Company will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from any Comments, and publish, display and distribute any Comments submitted for any purpose whatsoever without restriction and without compensating the User in any way. The Company is and shall be under no obligation to: (i) maintain any Comments in confidence; or (ii) pay compensation for any Comments; or (iii) respond to any Comments. You agree that any Comments submitted by you on the Site will not violate the Terms of Use or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or third party entity. You further agree that no Comments submitted by you on the Site will be or contain libellous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mails or any form of ‘spam’. The Company does reserve the right (but assumes no obligation) to monitor, edit and/or remove any Comments submitted on the Site. You hereby grant the Company the right to use names that you submit in connection with any Comments. You agree not to use a false email address, impersonate any person or third-party entity, or otherwise mislead as to the origin of any Comments you submit. You are, and shall remain, responsible for the content of any Comments you make and you agree to indemnify the Company and its affiliates against all claims, loss and liabilities resulting from any Comments you submit. Further, any reliance placed on Comments available on the Site from a third party shall be at your sole risk and expense. iv.You hereby grant to us an irrevocable, perpetual, non-exclusive, royalty-free, fully-paid, worldwide, sub-licensable and transferable license to identify you as a customer in advertising, media relations, trade shows, and other similar promotional activities using your name and trademarks in accordance with your trademark guidelines, if any. Furthermore you grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully-paid, worldwide, sub-licensable and transferable license to use your data for providing you with better service experience. v.2dview grants you a non-transferable, non-exclusive right and license to use the Software and the Services for the sole purpose of us your internal business purposes. Upon expiry or termination of this agreement/the Subscription Period, this right and license shall end. vi.You must not tamper with, attempt to gain unauthorised access to, modify, hack, repair or otherwise adjust any of our material, hardware, source-codes or other information for any purposes. vii.The Services and other information, including all associated intellectual property rights, provided and made available by us, remain our exclusive property. You may not use our exclusive property for commercial or any other purposes without our written consent.
9. RETRIEVAL OF DATA / CONTENT AFTER TERMINATION
Upon termination of subscription, the data of the subscriber / authorized user as well as their content shall be available with 2D View's servers only for 45 days, beyond which period of time, the said data and content will be automatically deleted and you understand that 2D View will not be liable for or entertain any claim whatsoever on the said data and content.
10. TECHNICAL AND SUPPORT SERVICES
Technical support and training are available to Subscribers and Authorized Users with active subscriptions, and is available by telephone, email. Subscriber acknowledges and agrees that We may use Third Party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. We will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation; (b) visits to Subscriber's site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any Third Party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modelling.
11. CONFIDENTIAL INFORMATION
Neither party shall disclose"Confidential Information", or use such Confidential Information in any manner other than to perform its obligations under the Agreement. For the purposes of this agreement, confidential agreement shall mean all informations and communications pertaining to and between the parties. The foregoing restrictions do not apply to any information that is in the public domain or already in the receiving party's possession, was known to the receiving party prior to the date of disclosure or becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information, or Confidential Information that the receiving party is obligated to produce pursuant to an order of the process of law. Furthermore, you will will ensure your authorized users will, keep in strict confidence all passwords and other access information to the Services. This Section shall survive termination or expiration of this Agreement.
12. FORCE MAJEURE
2D View shall not be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to acts of war, acts of God, earthquake, weather, flood, pandemic, epidemic and other natural phenomena; lockdown, riot, sabotage, labour shortage or dispute; internet interruption, technical failure, hacking, piracy, cheating, illegal or unauthorized.
13. LIMITATION OF LIABILITY
a) The Software accepts no liability for any errors or omissions, whether on behalf of itself or third parties, or for any damage caused to the User, the User's belongings, or any third party, resulting from the use or misuse of the Software or any product purchased or service availed of by the User through the Software. The service and any content or material displayed on the service is provided with limited guarantees, conditions or warranties as to its accuracy, suitability, completeness or reliability. Nevertheless, If the user finds a bug, error or omission, the user shall bring the same to the notice of 2D View so as to ensure the 2D Views resolves the same within the earliest possible point of time. b) Users may be held legally responsible for damages suffered by other Users, the Software or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Software. c) All Users are to comply with all laws applicable to them or to their activities, and with all Policies, which are hereby incorporated into this Agreement by reference. d) The Software expressly excludes any liability for any loss or damage that was not reasonably foreseeable by the Software and which is incurred by you in connection with the Software, including loss of profits; and any loss or damage incurred by you as a result of your breach of these terms. e) To the fullest extent permitted by law, the Software shall not be liable to you or any other party for any loss or damage, regardless of the form of action or basis of any claim. You acknowledge and agree that your sole and exclusive remedy for any dispute with us is to terminate your use of the Software.
14. DISCLAIMERS OF WARRANTIES AND LIABILITIES
You expressly understand and agree that, to the maximum extent permitted by applicable law: the software, services and other materials are provided by this software is on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, software makes no warranty that A) your requirements will be met or that services provided will be uninterrupted, timely, secure or error-free; B) materials, information and results obtained will be effective, accurate or reliable; C) any errors or defects in the software, services or other materials will be corrected. To the maximum extent permitted by applicable law, we will have no liability related to user content arising under intellectual property rights, libel, privacy, publicity, obscenity or other laws. Software also disclaims all liability with respect to the misuse, loss, modification or unavailability of any user content. The user understands and agrees that any material or data downloaded or otherwise obtained through the software is done entirely at his/her own discretion and risk and he/she will be solely responsible for any damage to his/her computer systems or loss of data that results from the download of such material or data...
15. INDEMNIFICATION AND LIMITATION OF LIABILITY
You agree to indemnify, defend and hold harmless this software/company including but not limited to its authorised vendors, agents and employees from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by us that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by you pursuant to these terms of service. Further, you agree to hold us harmless against any claims made by any third party due to, or arising out of, or in connection with, your use of the software, any claim that your material caused damage to a third party, your violation of the terms of service, or your violation of any rights of another, including any intellectual property rights. In no event shall the software, its officers, directors, employees, partners or suppliers be liable to you, the vendor or the user or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not we have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of or access to the software, services or materials. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.
16. DISPUTES ARISING OUT OF THIS AGREEMENT
All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step alternate dispute resolution mechanism. Stage 1: mediation. In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for the sole mediator and in the case both parties accept the proposed name, the said person shall be appointed as sole mediator. In case the parties are not able to reach a consensus within two proposed mediators, the software reserves the right to decide who the final mediator is. The decision of the mediator is not binding on both parties. Stage 2: Arbitration. If the dispute is not settled by mediation, it shall be referred to and finally resolved by arbitration, which shall be governed by the law, rules and regulations of Chennai, Tamil Nadu, India. The arbitral award is binding on both parties. The arbitration tribunal shall comprise of an sole arbitrator appointed by mutual consent. Arbitration shall be held at Chennai, Tamil Nadu, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the parties. The exclusive jurisdiction and venue for actions and disputes mentioned above shall be the courts located in Chennai, Tamil Nadu, India and you hereby submit to the personal jurisdiction of such courts.
17. PRIVACY
We encourage you to read the privacy policy and to use the information it contains to make informed decisions regarding your personal information. Please also note that certain information, statements, data and content (such as but not limited to videos) which you provide on the software are likely to reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge and agree that your submission of such information is voluntary on your part. Further, you acknowledge, consent and agree that we may access, preserve, and disclose information you provide to us at any stage during your use of the software. Disclosures of information to third parties are further addressed in our privacy policy.
18. NOTICES
Any and all communication relating to any dispute or grievance experienced by the user may be communicated to the company by the user reducing the same to writing, and sending the same to the registered office of the company by registered post, or the email address provided. Address: 2dview, #232, 46th Street, TVS Colony, Anna Nagar West Extn , Chennai - 600101. Email: [email protected]
19. MISCELLANEOUS PROVISIONS
Entire Agreement: this agreement is the complete and exclusive statement of the agreements between you and us with respect to the subject matter hereof and supersedes all other communications or representations or agreements (whether oral, written or otherwise) relating thereto. Waiver: the failure of either party at any time to require performance of any provision of this agreement in no manner shall affect such party's right at a later time to enforce the same. No waiver by either party of any breach of this agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any other such breach, or a waiver of any other breach of this agreement. Liability: the software and the company shall not be liable in any way for user content, including, but not limited to, any errors or omissions contained therein, or any loss or damage of any kind incurred as a result of the use of any user content posted, emailed, transmitted or otherwise made available via the service or broadcast elsewhere. Severability: if any provision of this agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this agreement shall in no way be affected or impaired thereby and each such provision of this agreement shall be valid and enforceable to the fullest extent permitted by law. In such a case, this agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein.
20. CONTACT US
If you have any questions about this agreement, the practices of the software, or your experience with the service, you can contact us through e-mail.