1. INTRODUCTION AND ACCEPTANCE OF AGREEMENT
This Go-virtual.io Cloud Subscription Agreement, including the Processing and Hosting Terms and the Shooting Terms and set forth below (collectively, the “Agreement”), sets forth the terms and conditions pursuant to which Go-virtual.io (“Go-virtual.io”) will provide you or the entity that you represent (“You”) with the right to access and use the Go-virtual.io Cloud.
To access and use the Go-virtual.io Cloud, You must click “I Agree” where indicated in the Go-virtual.io Cloud user registration process. BY CLICKING “I AGREE” IN CONNECTION WITH THIS AGREEMENT, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE GO-VIRTUAL.IO CLOUD, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT ACCESS OR USE THE GO-VIRTUAL.IO CLOUD.
Go-virtual.io reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to You by updating this posting. Thus, You should visit this page periodically for changes. If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Go-virtual.io Cloud. Your continued use of the Go-virtual.io Cloud after a change has been posted constitutes Your acceptance of the change thereafter.
The following capitalized terms will have the following meanings. Certain undefined capitalized terms will have the meaning set forth in the Processing and Hosting Terms and the Shooting Terms.
“Authorized Users” means: (a) Your employees; (b) the employees of Your affiliated companies: (c) the employees of Your subcontractors and of the subcontractors of Your affiliated companies (during any period in which the subcontractor is providing services to You or Your affiliated company); and (d) any other third-party collaborators to whom You grant permission to access Your account in the Go-virtual.io Cloud through their own individual log-in.
“Marks” means the trademarks, logos and service marks of Go-virtual.io and third parties displayed on the Go-virtual.io Cloud or on Go-virtual.io’s other products and/or services.
“Go-virtual.io Cloud” means Go-virtual.io’s hosted application platform (and other technologies available therein), through which Go-virtual.io provides the Services to You.
“Property Owner” means the current or past owner, or current resident of a residential real estate property associated with a Space.
“Services” means the Shooting and Processing and Hosting Service, and any other services Go-virtual.io provides from time to time through the Go-virtual.io Cloud.
“Subscription Level” has the meaning set forth in Section 3.2 and 3.3 of these General Terms.
“Subscription Period” means the annual subscription period described in Section 3.2 and 3.3 of these General Terms, as applicable, and any renewal thereof.
“VR” means virtual reality.
3. USE OF Go-virtual.io CLOUD.
3.1 General. The Processing and Hosting Terms and the Shooting Term as applicable, set forth the respective rights and obligations of You and Go-virtual.io relating to Your use of those specific Services. In addition to the restrictions set forth in this Agreement, You are only authorized to use the Go-virtual.io Cloud in accordance with this Agreement. You will cause each Authorized User to comply with all applicable terms and conditions of this Agreement, and any breach of this Agreement caused by any Authorized User will be deemed a breach by You. Go-virtual.io reserves the right to introduce other additional paid services, and to modify or discontinue the Services or any other additional services at any time.
3.2. Subscription Levels. Go-virtual.io, in its sole discretion, will have the right to offer several Subscription Levels Processing and Hosting Service. To the extent Go-virtual.io offers different standard Subscription Levels for the Processing and Hosting Service, Go-virtual.io will make available on the Go-virtual.io Cloud a summary of these Subscription Levels, and You will have the ability to select the Subscription Level that You prefer. At the end of the then-current Subscription Period, to the extent Go-virtual.io offers different standard Subscription Levels for the Processing and Hosting Service, You will also have the ability to change the Subscription Level to which You subscribe by contacting us at email@example.com. Subscription Levels will also be governed by any additional policy set forth on the Go-virtual.io Cloud regarding pricing, summary of features, terms, conditions and limitations, and such policy, as modified by Go-virtual.io from time to time, is incorporated herein by reference.
3.3. Subscriptions. Unless otherwise mutually agreed in writing with Go-virtual.io, Your subscription to the Go-virtual.io Cloud will be on an annual basis, commencing on the date Your Space is uploaded to the Go-virtual.io Cloud. If Go-virtual.io, in its discretion, provides You with a trial subscription, the subscription will commence on the date Go-virtual.io authorizes such trial access. Your subscription will expire on the last day of the calendar month in which the one-year anniversary of Your subscription commencement date falls. Your subscription will automatically renew unless terminated as provided below. In the event You cancel Your subscription or Go-virtual.io terminates this Agreement as set forth below, the Subscription Period will end on the last day of the calendar month in which You cancel Your subscription or on the date of Go-virtual.io’s termination. To the extent offered in connection with Your subscription to the Go-virtual.io Cloud, You will have the ability to select from several levels of subscription to the Services (“Subscription Levels”). Each Subscription Level You select will include the features for such Subscription Level described on the Go-virtual.io Cloud and will be subject to any applicable terms, conditions and restrictions set forth in the Spaces Processing and Hosting Terms. Go-virtual.io reserves the right to modify the features and cost of any Subscription Level at any time.
3.4. Account. You shall provide Go-virtual.io with complete and accurate information for Your Go-virtual.io Cloud account, including Your billing and payment information, and keep such information up to date with Go-virtual.io. You are responsible for maintaining the security and confidentiality of Your login information, including the password, associated with Your Go-virtual.io Cloud account, and for all activities that occur under Your account. If You become aware of any unauthorized or illegal use of any such login information, You shall immediately notify Go-virtual.io at firstname.lastname@example.org.
3.5. User Conduct. You shall not cause to be uploaded to the Go-virtual.io Cloud any of the following: (a) any content subject to copyright that is not Your original work, unless You have permission from the rightful owner; (b) any confidential or private information of any third party (including private information displayed in any physical location that is captured in Raw Sensor Data) without the express consent of such third party; (c) any content that is harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise objectionable; or (d) any content that infringes or misappropriate any third-party intellectual property right, or is invasive of any privacy or publicity right. You also agree not to use the Go-virtual.io Cloud for any illegal or improper purpose, and not to conduct any activities that could damage, disable, overburden or impair the Go-virtual.io Cloud.
3.6. Maintenance and Technical Support. Go-virtual.io will use commercially reasonable efforts to keep the Go-virtual.io Cloud operational, exclusive of downtime necessary for scheduled and emergency maintenance. Go-virtual.io shall provide reasonable technical support to You, through email and a support hotline, during the hours of 9 a.m. to 5 p.m. Pacific Time, Monday through Friday (excluding national holidays), for all issues relating to the operation and use of the Go-virtual.io Cloud. Except as otherwise expressly provided in this Agreement, You are solely responsible for all development, operation, maintenance, content, and end user support relating to Your website.
4. FEES AND PAYMENT
4.1. Subscription Fees. Except as provided below, Your right to access and use the Go-virtual.io Cloud for each Subscription Period is subject to Go-virtual.io’s receipt of the then-applicable subscription fee for such Subscription Period. Go-virtual.io will charge the initial subscription fee on the first day of the calendar month after the upload of Your tour on Go-virtual.io cloud. The first month’s subscription fee will be prorated for Your subscription start date. Thereafter, until termination of the subscription, Go-virtual.io will charge You the subscription fee in advance on the anniversary of Your initial subscription fee payment. Go-virtual.io reserves the right to modify the billing dates and/or the subscription fees at any time by posting revised fees on the Go-virtual.io website. Go-virtual.io further reserves the right, in its sole discretion, to offer unpaid trial subscriptions to the Go-virtual.io Cloud in certain cases. In the event Go-virtual.io provides You with a trial subscription, the terms of this Section 4.1 regarding subscription fees do not apply during the period of such trial subscription.
4.2. Additional Fees. In addition to the subscription fees, Go-virtual.io will also have the right to charge You the other fees described in the additional fees for any other services You order under other applicable terms. The fees for all additional paid services are posted on the Go-virtual.io website or will be quoted based on your requirements. Go-virtual.io will bill You for all additional services according to the applicable billing schedule. Go-virtual.io reserves the right to modify the additional fees at any time by posting revised fees on the Go-virtual.io website.
4.3. Remedies; Taxes. Go-virtual.io may suspend or terminate Your access to the Go-virtual.io Cloud if any such payment is overdue, and Go-virtual.io may impose a late fee equal to 1.5% per month or the maximum rate allowed by law, whichever is lower, on any overdue amounts. You are responsible for the payment of all applicable taxes and duties, if any, associated with Your subscription to the Go-virtual.io Cloud, excluding taxes based on Go-virtual.io’s income.
5.2. Property Identification Data. For Spaces that Go-virtual.io makes available under this Agreement to Property Owners or to providers of goods or services authorized by such Property Owners, Go-virtual.io may connect information Go-virtual.io has collected through the Go-virtual.io Cloud with such Spaces to identify the associated property.
6. PROPRIETARY RIGHTS OF GO-VIRTUAL.IO
6.1. Reservation of Rights. All rights in the Go-virtual.io Cloud not expressly granted to You are reserved by Go-virtual.io, including, but not limited to, the unrestricted right to grant access to the Go-virtual.io Cloud to any third party in any form anywhere. Nothing in this Agreement is intended by the parties to constitute a sale of the software underlying the Go-virtual.io Cloud orany derivatives thereof. Go-virtual.io reserves the right to modify the Go-virtual.io Cloud at any time at Go-virtual.io's discretion.
6.2. Title. The Go-virtual.io Cloud is the valuable proprietary information and property of Go-virtual.io and its licensors. All right, title, and interest (including all copyright, patent rights, and other intellectual property rights) in and to the Go-virtual.io Cloud and all derivatives thereof, shall remain with Go-virtual.io and its licensors. You acknowledge the ownership and intellectual property rights of Go-virtual.io and will not take any action to jeopardize, limit or interfere in any manner with such ownership or other rights.
6.3. Marks. The Marks displayed on the Go-virtual.io Cloud or on Go-virtual.io’s other products or services are the property of Go-virtual.io or third parties. You shall not use or allow the use of any Mark without the prior written consent of Go-virtual.io or applicable third-party owner of the Mark. You shall not take steps to alter, cover or otherwise obscure from view any Mark that is part of any Space. In the event You display any trademark, logo, service mark, tradename or other branding on any page on which You display any Space, You shall not do so in a manner that implies, or reasonably could imply, that any portion of the Go-virtual.io Cloud or other Go-virtual.io technology used to generate or provide any Space is owned by You or any third party. Furthermore, except to the extent that Go-virtual.io offers co-branding as an available feature or option within a product and service provided through the Go-virtual.io Cloud, prior to displaying Your trademark, logo, service mark or tradename to directly brand or label Your display of any Space, You shall obtain the prior written consent of Go-virtual.io and enter into a trademark license agreement with Go-virtual.io obligating You to display Your trademark, logo, service mark or tradename in conjunction with the “Powered by Go-virtual.io” logo.
6.4. Subcontractors of Go-virtual.io. Go-virtual.io will have the right to permit subcontractors providing services to Go-virtual.io to exercise any right You grant to Go-virtual.io under this Agreement, provided that Go-virtual.io will cause each such subcontractor to comply with all applicable terms and conditions of this Agreement.
7. NO WARRANTY
THE GO-VIRTUAL.IO CLOUD AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. GO-VIRTUAL.IO DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GO-VIRTUAL.IO DOES NOT REPRESENT OR WARRANT THAT THE GO-VIRTUAL.IO CLOUD OR RELATED SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE GO-VIRTUAL.IO CLOUD OR RELATED SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE GO-VIRTUAL.IO CLOUD OR RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE GO-VIRTUAL.IO CLOUD OR RELATED SERVICES WILL BE CORRECTED. GO-VIRTUAL.IO MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY SPACE, DERIVED IMAGERY, OR ANY ELEMENT OF THE GO-VIRTUAL.IO CLOUD, AND SUCH PERFORMANCE WILL VARY BASED ON THE USER’S SYSTEM.
8. LIMITATIONS OF LIABILITY
IN NO EVENT WILL GO-VIRTUAL.IO OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF GO-VIRTUAL.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF GO-VIRTUAL.IO AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT OR IN CONNECTION WITH THE GO-VIRTUAL.IO CLOUD, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE LESSER OF THE TOTAL AMOUNTS YOU PAID TO GO-VIRTUAL.IO UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING YOUR CLAIM(S), OR $500. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL GO-VIRTUAL.IO OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY UNAUTHORIZED REDISTRIBUTION OR DISPLAY OF ANY SPACES, VR SPACES OR DERIVED IMAGERY (OR PORTION THEREOF) BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION THROUGH ANY UNAUTHORIZED EMBEDDED LINKS OR CODE ON A THIRD PARTY WEBSITE OR APP. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this Agreement would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to You. Nothing in this Agreement excludes or limits any liability of Go-virtual.io that cannot be excluded or limited under applicable law.
You acknowledge that by providing You access to the Go-virtual.io Cloud, Go-virtual.io does not assume any responsibility or liability for any risks associated with Your business. Accordingly, You shall defend, indemnify and hold harmless Go-virtual.io, its affiliated companies, and their respective officers, directors, employees, licensors, subcontractors and representatives from and against all claims, actions or suits by any third party, including all associated liability, judgments, fines, losses, costs, damages, settlements, and reasonable legal fees and expenses, arising out of or relating in any way to: (a) the conduct of Your business or the use of or inability to use the Go-virtual.io Cloud; (b) Your breach of any of Your covenants, representations and/or warranties set forth in this Agreement; or (c) Your use, distribution, display or publication of any Showcase, Space, or Derived Imagery. In the event of a claim in respect of which an indemnified Go-virtual.io party seeks indemnification from You under this Section 9, Go-virtual.io will promptly notify You in writing of the claim, cooperate with You in defending or settling the claim at Your expense, and allow You to control the defense and settlement of the claim, including the selection of attorneys; provided, however, that You shall not settle any claim unless such settlement completely and forever releases the indemnified Go-virtual.io party from all liability with respect to such claim or unless the indemnified Go-virtual.io party consents to such settlement in writing.
10. TERM AND TERMINATION
10.1. Term. The term of this Agreement will commence upon Your acceptance of this Agreement as set forth in Section 1 of these General Terms and, unless earlier terminated as set forth herein, will continue for the Subscription Period.
10.2. Termination by You. You may terminate this Agreement (cancelling Your access to the Go-virtual.io Cloud) at any time, provided that such termination will become effective as provided in Section 3.2 of these General Terms.
10.3. Termination by Go-virtual.io. Go-virtual.io may terminate this Agreement (and cancel Your access to the Go-virtual.io Cloud or any component thereof) at any time if You have failed to pay any subscription fee or additional fees when due and failed to make such payment within thirty (30) days after receiving a reminder from Go-virtual.io in writing. Go-virtual.io may also terminate this Agreement (and cancel Your access to the Go-virtual.io Cloud or any component thereof) prior to the end of any Subscription Period if You have committed any other material breach of this Agreement and failed to cure such material breach within ten (10) days after receiving written notice of the breach from Go-virtual.io.
10.4. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement: (a) Your access to the Go-virtual.io Cloud (and access for every Authorized User under Your account) will be deactivated unless You enter into a new subscription on Go-virtual.io’s then available terms (and Go-virtual.io may elect in its discretion not to offer You a renewal subscription to the Go-virtual.io Cloud for a new Subscription Period); (b) Go-virtual.io will have the right to continue to host and display any Spaces and as provided in Shooting and Processing and Hosting Terms; (c) Your subscription fee (or any portion thereof) for the Subscription Period then in effect will not be refunded; and (d) any accrued and unpaid fees owed to Go-virtual.io as of the date of expiration or termination will be immediately due and payable, and Go-virtual.io will collect such fees by charging Your credit card on file or through other means. In the event that Go-virtual.io terminates this Agreement pursuant to Section 10.3 of these General Terms, notwithstanding anything in the Processing and Hosting Terms to the contrary, Go-virtual.io will have no further obligation to deliver to You, or make available to You for download, any portion of Your Spaces or Derived Imagery.
10.5. Survival. Upon the expiration or termination of this Agreement, the rights and obligations of the parties will cease, except for the rights and obligations in all provisions of this Agreement that by their nature contemplate performance after the expiration or earlier termination hereof, including without limitation.
11.1. Customer List. Unless You notify Go-virtual.io in writing that You do not wish for Go-virtual.io to list Your name and logo, Go-virtual.io will have the right to include, on its website and sales collateral, Your name and Your logo (if any) in lists that identify customers of the Go-virtual.io Cloud, provided that Your name and logo shall be no more prominently featured than references to any other customers.
PROCESSING AND HOSTING TERMS
If You use the Go-virtual.io Cloud to process Your Spaces, these Hosting Terms shall apply in addition to the general terms and conditions set forth in the Go-virtual.io Cloud Subscription Agreement.
“Fixed Digital Objects” means digital files or metadata such as visual files, spherical images, Hotspots, digital media, or other information, that can be displayed in specified locations within a Standard 360 Model through use of Positional Technology.
“Hotspots” means text annotations, hyperlinks, images, videos, and other rich media content that are uploaded to a Space.
“Non-Fixed Digital Objects” means digital files or visual files, spherical images, Hotspots, digital media, or other information, that have no defined position within a Standard 360 Model and therefore cannot be displayed in specified locations therein.
“Positional Technology” means technology and data that specifies the location of Fixed Digital Objects and Space Imagery within a Space.
“Raw Sensor Data” means 360 imagery that is uploaded to Your account on the Go-virtual.io Cloud.
“Showcase” means Go-virtual.io’s proprietary application that uses Positional Technology to display Space Imagery and Hotspots within a Standard 360 Model to enable a user to navigate through, and interact with a virtual depiction of a particular physical Space through a Web browser, virtual reality interface or mobile application.
“Space” means the combination Space Imagery, Positional Technology and Space Metadata that is displayed through a Showcase.
“Space Metadata” means Fixed Digital Objects, Non-Fixed Digital Objects, and Derived Space Metadata.
“Your Uploaded Content” means Fixed Digital Objects or Non-Fixed Digital Objects, such as audio and video files, images, text, measurements, property addresses, property geolocation (latitude & longitude), property descriptions, hyperlinks, and Hotspots, that You or Authorized Users ask Go-virtual.io to upload or input into the Go-virtual.io Cloud for use in the Space.
2. PROCESSING AND HOSTING SERVICE
2.1. General. Subject to the terms and conditions of the Agreement and the applicable Subscription Level, Go-virtual.io will provide the following services (collectively, the “Processing and Hosting Service”): (a) process the Raw Sensor Data that have been uploaded to the Go-virtual.io Cloud to generate Spaces; and (b) host those Spaces on the Go-virtual.io Cloud. Go-virtual.io reserves the right to terminate the Processing and Hosting Service, or features thereof, at any time in its sole discretion.
2.2. Subscription Levels. Go-virtual.io, in its sole discretion, will have the right to offer several Subscription Levels for the Processing and Hosting Service. To the extent Go-virtual.io offers different standard Subscription Levels for the Processing and Hosting Service, Go-virtual.io will make available on the Go-virtual.io Cloud a summary of these Subscription Levels, and You will have the ability to select the Subscription Level that You prefer. At the end of the then-current Subscription Period, to the extent Go-virtual.io offers different standard Subscription Levels for the Processing and Hosting Service, You will also have the ability to change the Subscription Level to which You subscribe by changing the applicable preference in the billing portal for the Go-virtual.io Cloud. Subscription Levels will also be governed by any additional policy set forth on the Go-virtual.io Cloud or in the Documentation regarding pricing, summary of features, terms, conditions and limitations, and such policy, as modified by Go-virtual.io from time to time, is incorporated herein by reference.
2.3. Viewing Spaces. Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level, You will have the ability to view any of Your Spaces: (a) directly on the Go-virtual.io Cloud. You may allow, and are encouraged to allow, third parties to view any of Your Spaces in the manner described in the preceding sentence; provided that Go-virtual.io may, but is not obligated to, provide support to any such third parties.
2.4. Storage; Security; Transmission. You acknowledge that certain servers and databases are maintained by or on behalf of Go-virtual.io to store Raw Sensor Data, Spaces, Derived Imagery, and other data processed by the Go-virtual.io Cloud, and that Go-virtual.io may keep such information indefinitely or delete it after the end of the Subscription Period, in Go-virtual.io’s discretion. Go-virtual.io employs reasonable technological and operational security procedures intended to protect such data from loss, misuse, alteration, or destruction. However, You acknowledge that no security measure can guarantee against compromise, and Go-virtual.io does not guarantee that the servers and databases underlying the Go-virtual.io Cloud will not experience any such compromise. You acknowledge that Go-virtual.io has no responsibility or liability for the deletion of or failure to store any of the Raw Sensor Data, Spaces,VR Spaces or Derived Imagery. You also acknowledge that the Raw Sensor Data, Spaces, VR Spaces and Derived Imagery are transmitted via the Internet and other technologies and that such transmissions cannot be made to be 100% secure or free from the risk of compromise.
2.5. Export. You acknowledge that, other than the access Go-virtual.io provides, during the Subscription Period, to Spaces via the Go-virtual.io Cloud and as otherwise expressly provided in Sections 2.2. of these Processing and Hosting Term, Go-virtual.io has no obligation to provide You with an export file or any other download of the Space Imagery, or Positional Technology at any time during or after the Subscription Period.
3. OWNERSHIP AND LICENSES
3.1. Ownership of Raw Sensor Data. As between the parties to this Agreement, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in all Raw Sensor Data. Go-virtual.io will only have the right to use the Raw Sensor Data as set forth in Section 3.7 of these Spaces Processing and Hosting Terms. Go-virtual.io has no obligation to provide digital copies of any Raw Sensor Data to You after the Subscription Period.
3.2. Ownership of Showcase, and Positional Technology. As between the parties hereto, Go-virtual.io owns, without limitation, all right, title, and interest (including all copyright, patent rights, and other intellectual property rights) in and to Showcase, and Positional Technology, and all derivatives of the foregoing. You acknowledge such ownership and intellectual property rights of Go-virtual.io and will not take any action to jeopardize, limit or interfere in any manner with such ownership or other rights. Except as otherwise authorized by Go-virtual.io in writing, You shall not use Showcase, or Positional Technology in any manner other than as expressly authorized in this Agreement. Go-virtual.io reserves the right to create, store, use, disclose and distribute the Showcase, and Positional Technology for any purpose.
3.3. Licenses to Go-virtual.io. You hereby grant to Go-virtual.io the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide, perpetual, irrevocable licenses in connection with all Subscription Levels for the Processing and Hosting Service:
(a) Raw Sensor Data: (i) to host, reproduce, modify and create derivative works from the Raw Sensor Data to generate the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects; and (ii) to use Raw Sensor Data for internal purposes such as product development, testing and troubleshooting;
(b) Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects: (i) subject to Your direction, to host, reproduce, modify, distribute and display the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects on the Go-virtual.io Cloud, in Go-virtual.io apps, and on third-party websites and Go-virtual.io-authorized third-party apps through links to the Go-virtual.io Cloud; (ii) to use Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects for Go-virtual.io’s or Go-virtual.io licensee’s internal purposes such as product development and commercialization, testing and troubleshooting; and (iii) to create derivative works from the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects to create the Derived Imagery;
(c) Derived Imagery: (i) subject to Your direction, to host, reproduce, modify, create derivative works from, distribute and display the Derived Imagery on the Go-virtual.io Cloud and in Go-virtual.io apps; and (ii) subject to Your direction, to distribute, syndicate and display the Derived Imagery on third-party websites and in Go-virtual.io authorized third-party apps, through links to the Go-virtual.io Cloud.
For the avoidance of doubt, in the event that, in accordance with Section 1 of the General Terms, Go-virtual.io modifies any terms and conditions of the Agreement relating to use of Raw Sensor Data, Space Imagery, Fixed Digital Objects and/or Non-Fixed Digital Objects associated with Your account on the Go-virtual.io Cloud, such change shall apply to all such data, regardless of when such data was created or hosted in Your account. By clicking “I agree”, or by continuing to access or use the Go-virtual.io Cloud, after such a change has been posted, You signify Your acceptance of the change thereafter.
3.4. Responsibility for Content; No Conflicting Interests. As between the parties to this Agreement, You are responsible for all of all Raw Sensor Data, Uploaded Content and Derived Imagery, including for the accuracy, legality and integrity of such content. For any location that is captured in Raw Sensor Data, You shall obtain in advance all consents, approvals, licenses, and permissions necessary to capture and use imagery of such location. Go-virtual.io shall have the right (but not the obligation) in its sole discretion to remove from the Go-virtual.io Cloud any such content that violates this Agreement or any of Go-virtual.io’s policies and procedures, or is otherwise objectionable. You represent and warrant that You have all rights, consents and/or permissions necessary to grant Go-virtual.io the licenses set forth in Section 3.7 of these Processing and Hosting Terms, including under any and all copyright and other intellectual property rights, as well as any moral rights, rights of privacy, rights of publicity and similar rights of any type in or to all Raw Sensor Data, Your Uploaded Content and Derived Imagery. YOU SHALL NOT CAUSE TO BE UPLOADED ON THE GO-VIRTUAL.IO CLOUD ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS.
If You use the Go-virtual.io Shooting Services to process Your Spaces, these Shooting Terms shall apply in addition to the general terms and conditions set forth in the Go-virtual.io Cloud Subscription Agreement Work Product
“Shooting” means the event on which You and the Photographer will meet to perform the photography shoot and the decided date and time provided.
“Photographer” is an independent Contractor who works for Go-virtual.io and who agrees to perform the shooting.
In consideration of the photography services provided by Go-virtual.io, You agree to pay the sum in the invoice sent by Go-virtual.io before the Shooting. You agree to pay an initial payment totaling 50% (fifty-percent) of the total price of the photography services. If You cancel this shoot for any reason, the initial payment will not be returned to You. The balance of the payment for photography services must be paid in full no later than 7 days after the delivery of the pictures.
3. SHOOTING SERVICE
3.1. General. Go-virtual.io will provide the following services (collectively, the “Shooting Service”): (a) take photos of Your Space (b) edit the photos.
3.2. Shooting of Photos. Go-virtual.io agrees to provide the necessary amount of photos to cover Your entire space. The exact number of photos can be decided by the Photographer in its sole discretion.
3.3. Editing of the Photos. Go-virtual.io or third parties will perform basic post-processing or digital image editing services on these photos where artistically necessary.
3.4.1 - You agree that Photographer is under no obligation to capture any specific moment or pose or person(s) during the Shooting.
3.4.2 - If Photographer is unable to perform the services in this contract due to any cause outside its control, You agree to indemnify Go-virtual.io for any loss damage or liability; however, Go-virtual.io will return in full all payments You made or rearrange another date for the Shooting depending on Your decision.
3.4.3 - You agree to indemnify and hold harmless Go-virtual.io for any liability, damage, or loss related to technological failure, including data loss; however, Go-virtual.io will return in full all payments You made or rearrange another date for the Shooting depending on Your decision.
3.4.4 - You understand and agree that Go-virtual.io is not required to maintain copies of the photos from this shoot after termination of the subscription.
3.4.5 – You agree to hold Go-virtual.io harmless for any personal injury which may occur to You or Your Space during the Shooting.
3.4.6 – Go-virtual.io will strive to present photos in a workmanlike manner but is not required to cater to specific aesthetic preferences of You.
4. Duty of Client
4.1. You will obtain all permissions necessary for Photographer to photograph at the Shoot.
4.2. The Photographer has no duty to obtain the permission of reception centers, religious properties, buildings, properties, or other locations to operate thereon. You understand and agree that any failure to obtain these permissions resulting in fines to the Photographer, or which prevent the Photographer from photographing Your Space is not the fault, liability, or responsibility of the Photographer. Failure to obtain permission will result in termination of this Agreement and the cancellation policy in Section 3.2. of the General Terms will apply.
5. Exclusive Photographer. You agree and understand that no other party other than the Photographer may take photos of any poses, lighting situations, or setups made by the Photographer. This slows down the photographer’s work and violates the Photographer’s right to take photos of the event. You agree to take responsibility for insisting that no person(s) get in the way of the Photographer or take photos in these situations.
6. Model Release. You grant permission to Go-virtual.io and its assigns, licensees, and sublicensees, permission to use Your images or likeness in any and all forms of media for commercial purposes, advertising, trade, personal use, or any and all other uses. Therefore, Go-virtual.io may use Your likeness and image on Go-virtual.io’s websites or other advertising. Go-virtual.io may sell photos containing Your likeness to third parties.