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Please carefully review the following General Terms of Use (hereinafter “General Terms”) of Smartvizs Private Limited (hereinafter “SmartVizX”) and any applicable Additional Terms (see section 2.2 (Additional Terms) below) (collectively, the “Terms”).This agreement is a legally binding contract between You (as defined below) and SmartVizX. The Terms govern your use of and access to Services and Software that we include as part of the Services, Data Files and Content, Support and related documentation. The Pricing and Cancellation Terms (available at https://trezi.com/terms-of-use/) are also considered part of the Terms. The Terms govern all use of SmartVizX’s Trezi software and any associated documentation, both online and offline.
By clicking “I Agree” or by downloading or otherwise using the Software or Services, You consent to all of the terms and conditions set forth in the Terms. You are also declaring that You have full legal capacity to enter into this binding agreement. If You are entering into these Terms on behalf of another person, company or other legal entity, You represent that You have the authority to bind such person, company or entity and its affiliates to these terms and conditions. If You register for a free trial of the software, these terms will also govern that trial.
If You do not have such authority or are not of legal age to form a binding contract with SmartVizX, or if You do not agree to any of the terms, do not download, install, copy, access or use this Service. You must also immediately return the software to the party from whom you may have acquired it and/or destroy all copies of such software that You may have made.
“Account” means the account located upon the Infrastructure, created and maintained by You in order to access the Services. “Data Files” means data and content including sample data and such as designs, models, images or similar material or information provided by SmartVizX as part of the Software or Services.
“Device” means Apple®, Windows® or other computer servers, workstations, desktop computers and/or any mobile devices upon which or through which the Services are installed, used and/or shared.
“Infrastructure” means the technical systems, hardware and all connected devices of SmartVizX or its third party suppliers.
“Order” means the agreement to subscribe to Services as between You and SmartVizX.
“Party” means You or SmartVizX.
“Services” means the Software and the various services and components associated with the Software including any Data Files that are packaged with the Software, any documentation both on- and offline, as well as any modifications, derivatives, updates or upgrades as may be offered by SmartVizX from time to time, and which are subscribed to by You via a Subscription. You may choose to subscribe to one or more Services under his or her Subscription as may be offered by SmartVizX from time to time.
“Software” means any downloadable software including the software product Trezi (that includes the Trezi launcher that contains the Trezi software application) from the website (https://trezi.com/) and all its pages, which are provided solely for the purpose of accessing the Services. The Software also includes any upgrades, updates and any new features which are downloaded and installed manually or automatically.
“You” means an individual or entity (including, but not limited to, that entity’s firm, company, partners, associates, employees, agents and servants) to whom Services are provided by and as agreed to by SmartVizX.
“Subscription” means the non-exclusive, non-transferable right to use the Services as ordered by You, subject to the Terms and following the full and timely payment of the Subscription Fees.
“Subscription Fees” means the fees payable in respect of an Order.
“Subscription Period” means the time duration during which the Subscription is valid.
“Your Content” means Your files, designs, models, images, data and other information owned, generated, submitted and transmitted by You that is used in connection with the Services, as well as any output generated by You using the Services based on such information.
USE OF SERVICES: Subject to the Terms, You may use the Services only in accordance with any written communication by SmartVizX to You, including any then-current product documentation as posted on (https://trezi.com/) and its pages, from time to time. SmartVizX shall make commercially reasonable efforts to provide the Services to You. These Terms apply to You who uses the Services othat installs, otherwise uses or permits the installation of the Software on one or more Devices as owned, operated or overseen by You to facilitate the provision of Services as provided to You by SmartVizX.
ADDITIONAL TERMS: Our Services and Software are licensed, not sold, to you, and may also be subject to one or more of the additional terms below (“Additional Terms”). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to that Service or Software. The Additional Terms are subject to change as described in section 2.3 (Updates to Terms) below:
UPDATES TO TERMS: SmartVizX may modify the Terms from time to time and shall post the most current version at https://trezi.com/terms-of-use/. It is Your responsibility to monitor and stay informed of any changes that Your continued use of the Services following modification of the Terms shall constitute and You herewith consent to be bound by the modified Terms.
SUBSCRIPTION & BILLING: An active subscription is required in order for You to use the Software or to obtain technical support, including, but not limited to, activation, re-activation, registration or re-registration etc., and termination of Your subscription to Services for any reason shall forthwith serve to deny access to the software and these services as aforesaid. Your subscription to the Software and the Services is subject to Trezi Subscription, Pricing, Payment, Cancellation & Refunds Policy as available at https://trezi.com/terms-of-use
GRANT OF RIGHT OF USE: You agree and understand that this is a license agreement and not an agreement for sale, and that the Software is licensed and not sold. Subject to your compliance with the Terms and applicable law, you may access and use the Services and Software that we make available, and that you license from us. Your license(s) expire at the end of the Subscription Period. During the Subscription Period and subject to the due payment by You and receipt by SmartVizX of all due and payable Subscription Fees, SmartVizX grants You a revocable, limited, non-transferable, non-exclusive license to access the Software, Data Files and use the Services pursuant to these Terms. Your Subscription gives You the right to (a) install the Software on any number of Devices owned and controlled by You, (b) run only one instance of the Software on one Device at any given time from Your Account and (c) access and use the Services and Data Files in each case solely for Your business and not for resale. The Terms covers any updates, new releases or enhancement(s) of the Services, which SmartVizX may make available to You from time to time. You agree that your decision to use or purchase Software or Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
ACCOUNT; SECURITY: To access and use the Services, You must create a user account that is protected by a username (email ID) and password (hereinafter “Account”) by registering at https://app.trezi.com/#/signup. You must keep any passwords and other Account details secret and confidential. You agree to provide SmartVizX with accurate and complete information when registering for an Account and at all times thereafter. SmartVizX must be promptly notified if changes to Your information shall occur. You acknowledge and agree that You are responsible for obtaining, providing, paying for, and maintaining the following: (i) all hardware equipment that the Software is specifically licensed for (as specified at https://help.trezi.com/portal/en/kb/articles/trezi-hardware-requirements), and that shall be necessary to access the Internet; (ii) Your own access to the Internet; and (iii) payment of all telephone, data or other fees associated with such access. You are solely responsible for access to, content in, or sharing and use of Your Account. SmartVizX shall not be liable in any way for Your Content, nor for any loss or damage arising from the use of Your Content or for any loss or damage arising from any access to, content in, or sharing and use of Your Account. In the event that You believe or suspect there has been any unauthorized access to the Account, You must notify SmartVizX immediately by email to support@SmartVizX.com.
SUPPORT: During a Subscription Period, SmartVizX will provide You with the support described in this paragraph (hereinafter “Support”). In SmartVizX’s sole determination Support shall comprise primarily of electronic and online support to You in order to help you locate, and on Your own, identify and correct problems with the Services.
Email support is available by sending an email to support@trezi.com., outlining Your support issues and/or requests, and this email ID will be monitored during SmartVizX’s office business hours, which shall ordinarily be from 10.00am through 6.00pm Indian Standard Time, Monday through Friday. 10:00AM to 6:00PM. Best efforts will be made to respond as soon as possible, but in any event no more than five (5) working days from the date the email was received.
Support will additionally be provided via a online service desk accessible from the https://help.trezi.com/portal/home page and the Launcher, that includes:
Knowledge base of articles & best-practice training videos
Bug reporting facility
Feature request facility
Feedback facility
Support shall not include any support for Your hardware (such as computer graphics drivers, computer desktop/workstations/laptop/server, virtual reality headsets) or Your own access to the Internet including equipment and Internet access plans.
Additional support services may be available for additional fees. Please contact SmartVizX to inquire about adding additional support features to your subscription.
DATA PROTECTION: Each Party shall comply with its respective obligations under applicable data protection laws. Neither Party shall do any act that puts the other Party in breach of its obligations as per this Section, nor shall anything in these Terms be deemed to prevent any Party from taking any action it reasonably deems necessary to comply with data protection laws. You agree that during the subsistence of these Terms: (i) with respect to data You collect, access or otherwise use, You alone shall determine the purposes for which and the manner in which such data are, or will be, processed; and (ii) You are the data controller with respect to all such data You may process. SmartVizX shall at all times be in accordance with the requirements of data protection laws and You shall fully indemnify and hold SmartVizX harmless as against any loss, damages, liability and costs (including attorney’s fees) incurred by SmartVizX as a result of any breach of data protection laws by You.
PRIVACY: Please refer to our Privacy Policy for information on how SmartVizX collects, uses and discloses personally identifiable information from its users.
YOUR CONTENT: You retain all rights and ownership of Your Content and are responsible for Your Content. SmartVizX does not claim any ownership rights to Your Content. SmartVizX requires certain licenses from You to Your content to operate and enable the Services. When You upload Your Content to the Services, You grant SmartVizX a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, modify, and translate Your Content as needed in response to user driven actions (such as when You choose to store privately or share Your Content with others). This license is only for the purpose of operating or improving the Services; SmartVizX will only access or view Your Content in limited ways. For example, in order to perform the Services, SmartVizX may need to access or view Your Content to (a) operate, maintain, secure, modify and enable the Services for You and other users, (b) respond to and address support requests or prevent support or technical issues; (c) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (d) enforce these terms. To learn more about our access to Your Content, view our Privacy Policy at https://trezi.com/terms-of-use/.
DATA FILES: Unless the documentation or specific license associated with the Data Files state otherwise, You may use, display, modify, reproduce, and distribute any of the Data Files. However, You may not distribute the Data Files on a stand-alone basis (i.e., in circumstances in which the Data Files constitute the primary value of the product being distributed), and You may not claim any intellectual property rights in the Data Files or derivative works based on the Data Files.
CONFIDENTIALITY: You acknowledge that the Services provided to you, as well as the performance of the Services, in all formats existing, are a trade secret of and proprietary to SmartVizX, its suppliers and/or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. You also acknowledge that SmartVizX may provide You information that SmartVizX has identified as being proprietary or confidential. Such information disclosed by SmartVizX are collectively referred to as “Confidential Information”. You shall retain in confidence and not disclose the Confidential Information and will make no use of the Confidential Information except as provided hereunder.
DISCLOSURE OF CONFIDENTIAL INFORMATION: SmartVizX shall comply with requests for information from legitimate judicial, legal or regulatory authorities or pursuant to any court order, discovery request or other lawful process that SmartVizX may receive. SmartVizX may comply with these court orders with or without notice to You. You agree and acknowledge that SmartVizX may access and disclose Your Confidential Information and/or Your Content to comply with any legal obligations or governmental or regulatory requests/requirements.
RESTRICTIONS: Except as otherwise expressly provided under these Terms, You shall have no right and You shall not permit any third party to: (i) harm, disrupt or otherwise engage in activity that diminishes the SmartVizX or Trezi brand, Services, or Infrastructure; (ii) use the Services in a manner that shall result in excessive bandwidth or storage or shall exceed the Permitted Usage as solely determined by SmartVizX; (iii) transfer, assign or sublicense the limited rights granted to You in these Terms to any other person or entity, or use the Services other than as authorized, and any such attempted transfer, assignment, sublicense or unauthorized use shall be void; (iv) make error corrections to or otherwise modify or adapt the Services or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services or of any files contained or generated using the Services by any means whatsoever or otherwise reduce the Services to human-readable form, except to the minimum extent expressly permitted under applicable law notwithstanding this restriction; or (v) attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in the Services; or (vi) use the Services in any manner not expressly authorized herein; or (vii) alter, remove or fail to reproduce any proprietary notices from the Services; or (viii) misrepresent any person or entity’s identity, impersonate any person or attempt to gain access to any Account, the Infrastructure or the networks or property of any third person, without authorization.
SERVICE UPDATES: SmartVizX agrees to provide to You from time to time such software updates as it deems necessary and appropriate in order to provide the most optimal Services to You. Such updates shall be provided to You as part of Your Subscription Fees at no additional charge. The Software may automatically download and install any updates, upgrades, or any new feature.
INTELLECTUAL PROPERTY RIGHTS: SmartVizX (and its licensors) remain the sole owner of all right, title, and interest in the Software and the Services. SmartVizX reserves all rights not granted under this Agreement. The Services are protected by world-wide copyright, trademark, patent and other intellectual property laws and treaties and belong to SmartVizX, its licensors and any applicable SmartVizX agent and third-Party contractor. You acknowledge (i) that rights in the Services are licensed and not sold to You; (ii) that You shall have no rights or title in or to the Services other than the right to use them in accordance with these Terms; and (iii) that Open Source and/or third-Party software may be incorporated into the Services provided by SmartVizX. SmartVizX, its licensors and any applicable third Parties, own all title, copyright and other intellectual property rights in and to the Services. The Services, in all formats existing, are a trade secret of and proprietary to SmartVizX, its suppliers and/or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. You shall not disclose the confidential aspects of the Services to unauthorized third Parties.
FEEDBACK: You may from time to time provide suggestions, comments or other feedback (“Feedback”) to SmartVizX regarding the Software, Data Files or Services. Both Parties agree that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by You, shall not, absent a separate written agreement, create any confidentiality obligation for SmartVizX. Furthermore, except as otherwise provided in a separate subsequent written agreement between the Parties, SmartVizX shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it, royalty free, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
THIRD PARTY SOFTWARE AND COMPONENTS: Certain third party proprietary services and/or software and components including third-party data (“Third Party Software”) may be provided or made available by SmartVizX or third parties in connection with Your use of the Services. You agree that SmartVizX will not be responsible or liable for such Third Party Software, the acts or omissions of third parties, or any loss or damage occurring as a result of the use of such Third Party Software. Third Party software shall be exclusively subject to the terms and conditions between the Third Party software provider and You. SmartVizX shall have no liability for Third Party Software. Part of the Services may incorporate Third Party Software . If and to the extent such Third Party Software are an integral part of the Services, such third parties shall be deemed SmartVizX Agents and these Terms shall apply to such SmartVizX Agents. In addition, part of the Services may incorporate third party open source software (hereinafter “Open Source”), which You may use under the terms and conditions of the specific license under which the Open Source is distributed. You agree that You will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s). Any Open Source software provided with or contained in the Services is provided AS IS and without any warranty of any kind.
THIRD PARTY CONTENT: Your use of any third-party content on Software or Services is subject to Third Party Content License available at Appendix A to these Terms.
TRIAL VERSION: SmartVizX may offer trial of its Software or Services in its sole discretion (“Trial Version”). If access to the Services or Software is provided to you for trial purposes, such access is governed by these Terms. Trial Version, if offered, will be for Your internal evaluation purposes only and for a term as may be decided by SmartVizX in its sole discretion (“Trial Period”). During the Trial Period, all terms and conditions of these Terms apply, except for any provisions requiring the payment of Subscription Fees and any provisions related to Support Services. SmartVizX has no obligation to provide any form of support to You for the Trial Version , but may do so at its sole discretion. At the end of the Trial Period, unless You upgrade to a Subscription, Your rights to use the Services will terminate with immediate effect, and You may lose access to any data You entered into the Software or Services. At any time prior to or during the Trial Period, SmartVizX may, in its sole discretion, terminate the Trial Version without prior notice and without any liability to us, to the extent permitted under applicable law, for any reason, including to prevent abuse of the Trial Version. No express or implied warranties shall apply to the Trial Version and all Services and Software are provided “as-is” with all defects and no technical or other support is included.
EDUCATION VERSION (Trezi Academy): If we designate the Services or Software to be for use by educational users (“Educational Version”), then you may only use the Educational Version if you meet the eligibility requirements stated at https://trezi.com/terms-of-use/.
The Educational Version is a personal, nonexclusive and nontransferable temporary license, without the right to sublicense, to use Software or Services. An Educational Version may be used solely for purposes directly related to learning, training, research or development. The Educational Version cannot be used for commercial, professional or any other for-profit purposes.
Any model / work developed with the Educational Version of Software or Services shall not be used for commercial purposes. In all cases, the use of the Educational Version shall be subject to these Terms.
DISCLAIMER OF WARRANTIES: The services are provided to you on an as is and on an as is available basis. To the maximum extent permitted by applicable law, this warranty and the remedies herein are exclusive and in lieu of all other warranties and rem edies, whether oral, express, implied or statutory including, without limitation, warranties of fitness for a particular purpose, merchantability, warranties for latent or hidden defects. SmartVizX does not warrant that the specifications or functions contained in the Software and Services will meet your requirements, or that the operation of the Software and Services will be uninterrupted or error-free, or that defects in the Software and Services will be corrected. Furthermore, SmartVizX does not warrant or make any representations regarding the use or the results of the use of the Software and Services provided with respect to correctness, accuracy, reliability, or otherwise. If this exclusion is not permitted by law, SmartVizX limits any express, statutory or implied warranties as to duration to the extent of this limited warranty and the repair or replacement remedy as determined by SmartVizX in its sole discretion.
LIMITATION OF LIABILITY: To the maximum extent permitted by applicable law, in no event shall SmartVizX or SmartVizX’s agents be liable for any special, incidental, indirect or consequential damages whatsoever (not limited to damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the services, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this agreement, under any theory of law or fault of SmartVizX or any of SmartVizX’s agents, and even if SmartVizX or any of SmartVizX’s agents shall have been advised of the possibility of such damages. SmartVizX excludes any liability for failure to repair any Software or Services. Notwithstanding the foregoing, the maximum liability that SmartVizX shall incur hereunder shall be limited to the actual price paid by you for the respective Software and / or Service for the one month period embracing the date when the applicable claim arose.
INDEMNIFICATION: You acknowledge that by providing You the Services, SmartVizX does not assume any responsibility or liability for any risks associated with personal injury or injury to Your business. You agree to indemnify, defend and hold SmartVizX’s officers, directors, employees, agents, contractors, affiliates and representatives harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorney’s fees, expert fees and out-of-pocket expenses) in connection with (i) Your use of the Services; (ii) Your violation of these Terms; (iii) Your violation of any third party rights, including any intellectual property rights; (iv) Your misuse or fraudulent use of credit and debit cards or any other payment mechanisms; (v) any claims that the Services or any part thereof were exported or otherwise shipped or transported by You in violation of applicable laws, rules and regulations; or (vi) any local, state, federal or international civil or criminal action(s) or claim(s) of misuse of the Services, including, but not limited to, any claim that You are storing illegal files or data in Your Account.
Termination by You: You may stop using the Services and Software at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
Termination by SmartVizX: Without prejudice to any other rights, SmartVizX may suspend, terminate or limit access, in part or in whole, without notice, Your use of the Services and these Terms if You breach any of these Terms, or if You facilitate or encourage any violation of these Terms, or in SmartVizX’s sole discretion; in which case You must cease all use of the Services. You understand that any termination of the Services by SmartVizX may involve deletion of Your Content. SmartVizX will have no liability whatsoever to You for any suspension or termination, including deletion of Your Content.
SURVIVAL: Sections 7, 9, 10, 11, 12, 13, 15, 16, 17, 18, 21, 22 and 23 shall survive any termination of these Terms.
ENTIRE AGREEMENT: These Terms (as may be amended from time to time) is the entire agreement between You and SmartVizX relating to the Services and the Support Services and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or Support services. To the extent the terms of any SmartVizX Terms of Use, policies or programs conflict with the Terms, the Terms shall prevail and control. In addition, the Terms shall prevail and control over any and all additional or conflicting terms or provisions contained in any document of Yours, whether set out in a purchase order or alternative license, and any and all such additional or conflicting terms shall be void ab initio and shall have no effect. If this License is translated into a language other than English and there are conflicts between the translations, the English version shall prevail and control.
GOVERNING LAW: These Terms shall be governed by and construed in accordance with the laws of India and courts in Delhi, India shall have exclusive jurisdiction. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable then the provision shall be severed and the other provisions shall remain in full force and effect.
TAXES: Any sales, use, value added or other taxes (including applicable withholding taxes), shall be borne by You. Accordingly, You shall pay or, if paid by SmartVizX, shall reimburse SmartVizX for all such taxes based on this License or any fees payable hereunder (but not any taxes based upon SmartVizX’s revenues or income), together with any interest and penalties on such taxes if not due to SmartVizX’s delay.
EQUITABLE RELIEF: The Parties agree that irreparable damage would occur if any provision of these Terms were not performed in accordance with the terms hereof and that the Parties shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which they are entitled at law or in equity.
WAIVER: The delay or failure of SmartVizX to exercise any right provided in these Terms shall not be deemed a waiver of that right. No waiver of any provision of these Terms shall be effective unless provided in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver by SmartVizX of any provision of these Terms shall not be construed as a waiver of any other provision of these Terms. A waiver of any provision or default is not a waiver of any such provision in any future event nor of subsequent default.
AMENDMENTS: These Terms may not be amended by You, but SmartVizX may amend these Terms from time to time and shall post any amended Terms on its website at https://trezi.com/eula/.
RELATIONSHIP OF PARTIES: The relationship between You and SmartVizX is that of licensee and licensor. Both Parties are independent contractors and are not the legal representative, agent, joint venture partner, or employee of the other party for any purpose. Neither party has any right or authority to assume or create any obligations of any kind or to make any representations or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever
SEVERABILITY: In the event that any provision of these Terms shall be held to be illegal, void or unenforceable by any court of competent jurisdiction or by arbitral tribunal, such provision shall be of no force and effect and shall not impair the enforceability of any other provision of these Terms and the Parties agree that the relevant provision shall be deemed replaced by such provision which is binding and enforceable and which differs as little as possible from the non-binding and/or non-enforceable provision, taking into effect the object and purpose of these Terms.
NOTICES: All notices must be in writing and shall be mailed by registered or certified mail (effective on the third day following the date of mailing), or sent via email to legal@smartvizx.com (with evidence of effective transmission). All notices must be addressed to Smartvizs Private Limited, Plot No. D, 107, D Block, Sector 2, Noida, Uttar Pradesh 201301.
ASSIGNMENT: You may not assign, pledge or otherwise transfer these Terms, or any rights or obligations hereunder in whole or in part to any other entity without SmartVizX’s prior written consent. SmartVizX may freely assign this Agreement without Your consent in connection with the sale, assignment or other transfer of the Software, Services or its business to which these Terms relate. These Terms are binding upon and is for the benefit of the respective successors, heirs, and assigns of the Parties.
HEADINGS: Paragraph headings are for convenience and shall have no effect on interpretation.
Definitions
“Work” means a work of authorship including images, templates, 3D assets and other pictorial or graphic works (collectively and including all associated keywords, descriptions, credits, and captions), product designs and product information.
“Contributor” means the individual or legal entity that uploads a Work to Trezi including through its Showcase feature.
“Larger Work” means a new work of authorship that incorporates an unmodified Work.
“Modified Work” means a new work of authorship created, at least in part, by modifying the Work.
“License” means this Third-Party Content License.
“You” means the individual or legal entity that obtains a Work from Trezi Showcase.
License Grant: Subject to the terms and conditions of this License, the Contributor grants you a perpetual, worldwide, non-exclusive, fully paid up, royalty-free, and irrevocable license to:
Use, copy, and modify the Work;
Create derivative works based on the Work solely in the form of a Modified Work or a Larger Work; and
Copy, publicly display, publicly perform, and distribute the Work only as modified into a Modified Work or as incorporated into a Larger Work
Limitations on License Grant: You may not publicly display, publicly perform, distribute, or sublicense the Work if it has not been (A) modified into a Modified Work; or (B) incorporated into a Larger Work. For the avoidance of doubt, you may not publicly display, publicly perform, distribute, or sublicense an unmodified, standalone copy of the Work.
Ownership: The Contributor retains ownership of the Work, and the licenses granted in Section 2 are the only rights granted under this License. You do not receive any additional implied rights or licenses, whether regarding patents, trademarks, or anything else, due to the distribution or licensing of Works under this License. Content Restrictions on Modified Works and Larger Works: You may not publicly display, publicly perform, distribute, or sublicense the Work as part of a Modified Work or a Larger Work that violates any laws, rules, or regulations.
Disclaimer of Warranty: The Work is provided “AS-IS.” To the maximum extent permitted by law, the Contributor disclaims all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose.
Limitation of Liability: The Contributor is not liable to you or anyone else for any special, incidental, indirect, direct, consequential, moral, exemplary, or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of the Work. These limitations and exclusions in this section 5 (Limitation of Liability) apply to the maximum extent permitted by law even if (A) a remedy does not fully compensate you for any losses or fails of its essential purpose; or (B) the Contributor knew or should have known about the possibility of damages.
Termination: If you fail to comply with the License, then your rights under the License terminate automatically and without any prior written notice. Upon termination of the License, you must stop distributing and sublicensing the Work as modified into Modified Works or as incorporated into Larger Works.
Survival: The following sections of this agreement survive expiration or termination of this agreement: 1 (Definitions), 3 (Restrictions and Limitations), 4 (Disclaimer of Warranty), 5 (Limitation of Liability), 6 (Termination), and 7 (Miscellaneous).
If any provision of this License is held to be unenforceable, (A) such provision will be reformed only to the extent necessary to make it enforceable; and (B) the remainder of the provisions in this License will continue in full force and effect.
The parties to this License are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created by this License between the parties. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
This License is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous and contemporaneous written and oral agreements and communications relating to the subject matter of this License.
These Additional Terms are incorporated by reference into the Trezi General Terms of Use (“General Terms”) located at https://trezi.com/terms-of-use/ and govern your use of the Trezi Showcase Services as regards to the upload or submission of any Work to Trezi. These Additional Terms apply to all Content, images, templates, 3D assets and other pictorial or graphic works (collectively and including all associated keywords, descriptions, credits, and captions) product designs and product information that you submit to us or upload to our Website under these Additional Terms or any other prior version thereof (“Work(s))”. These Additional Terms and the General Terms are collectively referred to as “Terms.” Capitalized terms not defined here have the same meaning as defined in the General Terms. “Website” means our websites and applications that facilitate access to these websites, including but not limited to www.trezi.com. If you submit Work on behalf of the applicable copyright owner(s), you represent and warrant that you have the authority to, and will, ensure that such copyright owner(s) comply with the Terms where necessary. If you submit Work on behalf of an entity, then the Terms apply to that entity and its affiliates. In such case, you represent and warrant that you have the authority to bind the entity to the Terms.
Licenses for SmartVizX: You grant us a non-exclusive, worldwide, perpetual, fully-paid, and royalty-free license to use, reproduce, publicly display, publicly perform, distribute, index, translate, and modify the Work for the purposes of operating the Website; presenting, distributing, marketing, promoting, and licensing the Work to users; developing new features and services; archiving the Work; and protecting the Work. We may use the Work for the purposes of marketing and promoting your Work, the Website, our business, and our other products and services, in which case you grant us a non-exclusive, worldwide, fully-paid, and royalty-free license to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Work as needed. You also grant us the right, but not the obligation, to use your display name, trademarks, and trade names in connection with our marketing and promotional activities and our license to the Work under the Terms.
Licenses for Trezi Users: You grant us a license to further sublicense our right to use, reproduce, publicly display, distribute, modify, publicly perform, and translate the Work on a non-exclusive, worldwide, and perpetual basis in any media or embodiment. We may sublicense Works pursuant to a written or electronic agreement between us and a user under Third-Party Content License, which can be found at https://trezi.com/terms-of-use/ and at Appendix A to the General Terms.
Use of Content: If you upload Works to the Services, you understand and agree that (A) Trezi Users may modify and use your Content in connection with any subject matter (except as restricted by the Third Party Content License); (B) Trezi Users are not required to provide you attribution when they use your Works; (C) SmartVizX is not required to provide you attribution for Works you upload to the Services; and (D) your Works’ metadata may be altered, removed, or added to, without any liability to us or Trezi Users. We are not responsible for any third party’s use of your Works, nor are we liable if a Trezi User does not comply with these Terms, does not comply with the Third-Party Content License, or otherwise misuses the Services. The license to users may include the right to modify and create derivative works based upon the Work, including but not limited to the right to sell or distribute for sale the Work or any reproductions thereof if incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known, provided that such users’ use of the modified Work is limited solely to the same uses permitted with respect to the original Work. For clarity, we may allow users and other authorized third parties (such as, without limitation, marketing consultants or service providers) to post or share the Work onto social media sites or other third-party websites, subject to any restrictions imposed by Third-Party Content License.
IP Rights: You represent and warrant that you own all rights, title, and interest in and to the Work, including all copyrights, trademarks, patents, rights of privacy, rights of publicity, moral rights, and other proprietary rights (collectively, “IP Rights”), or have all necessary rights and license to grant us the licenses under the Terms. You further represent and warrant that the Work will not infringe the IP Rights of others, contain misleading or false information, or contain any illegal or defamatory content. You will not upload any Work that infringes or violates the IP Rights of any person or entity or that constitutes any libel, slander, or other defamation upon any person or entity. You must also comply with applicable law.
Consents: If the Work contains an image or likeness of an identifiable person, trademark or logo, or certain distinctive property that is protected by IP Rights, you represent and warrant that (A) you have obtained all necessary and valid consents or agreements for each person or property depicted in the Work; and (B) you will promptly provide copies of such consents or agreements to us upon our request.
Ownership and Use of the Work: Neither title nor any ownership interest in or to the Work is transferred to us as a result of the Terms. Except for the licenses granted by you pursuant to the Terms, we do not claim any ownership rights to the Work. Both we and our users who use a Work have the right, but not the obligation, to identify you as the source of the Work in a customary manner. You understand and agree that, in commercial uses of the Work, (A) supplier or creators of Work are not customarily credited in such uses; (B) users will not be obligated to credit suppliers or creators; and (C) Work may be modified and used in connection with any subject matter (except illegal). You therefore waive any right to object to these common business practices; however, Third Party Content License do not permit use of Works that violates any laws, rules or regulations. In addition, metadata may be altered, removed, or added, without any liability to us, our distributors, or users. We are not liable for non-compliance with the terms of Third-Party Content License or for misuse by any third party. You grant us the right to enforce your IP Rights against infringers, but we have no obligation to do so. If you believe your Work has been misused, you agree to notify us and take no action without our prior written consent.
Annual Subscription: Your subscription begins as soon as your initial payment is processed. Your subscription includes one user license to Trezi and two (2) user licenses for Trezi Showcase. Once your order is processed, your subscription will begin and you (or the acting Admin) can invite up to other team members and delegate access. You will be charged, in one lump sum, the annual rate stated at the time of purchase, plus applicable taxes. Your subscription will automatically renew on your annual renewal date until you cancel. You authorise us to store your payment method(s) and to automatically charge your payment method(s) every year until you cancel.
We will automatically charge you the then-current rate for your plan, plus applicable taxes (such as GST if the rate does not include it), every year upon renewal until you cancel. We may change your plan’s rate each annual renewal term and we will notify you of any rate change with the option to cancel. If the applicable GST rate (or other included tax or duty) changes during your one-year term, we will accordingly adjust the tax-inclusive price for your plan mid-term on your next billing date.
If your primary payment method fails, you authorise us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment or if all payment methods in your account fail, we may suspend your subscription. You can edit your payment information any time in your Account page.
Admins can purchase additional licenses at any time at the rates available at the time of purchase and prorated based on the days remaining in your annual contract. All licenses associated with one account will co-terminate and will automatically renew, on your annual renewal date, until you cancel.
Cancellation Terms: You can cancel your subscription any time via your Account page. Your payment is non-refundable and your service will continue until the end of your contracted term.
Delivering, Submitting, and Managing the Work
Delivering and Submitting the Work: You will deliver the Work in the format(s) and via the delivery method(s) we request. Additionally, you will submit the Work in accordance with the guidelines available on our Website or provided by us to you (“Guidelines”). We may modify the Guidelines from time to time. You should look at the Guidelines regularly. We may accept or reject the Work you upload to the Website or otherwise submit to us, at our sole discretion.
Managing the Work: You may remove any Work from the Website at any time. We may remove Work or terminate your account at our sole discretion without prior notice. Licensees who licensed your Content before you removed it from the Services will continue to possess the same rights you granted them at the time of their download, as specified in the applicable license in effect at the time of their download
Indemnification Obligations: Without limiting your obligations in the General Terms, you will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, licensees, and licensors (including users) from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to Works or other content that you submit to us, your use of the Website, or your violation of the Terms. We have the right to control the defence of any claim, action, or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defence of any such claim, action, or matter.
Effect of Termination; Survival: After termination of these Additional Terms, we may continue to use the Work solely for internal archival and reference purposes or as stated in this section 9 (Effect of Termination; Survival). Sections 4 (Intellectual Property Rights), 5 (Ownership and Use of the Work), 8 (Indemnification Obligations), and 10.1 (Relationship) will survive the termination of these Additional Terms. Any licenses to a Work granted to our users or to us prior to the removal of that Work from the Website or the date of termination of these Additional Terms will survive.
Relationship: The relationship between you and us under these Additional Terms is that of independent contractors. For clarification purposes, we are not joint venturers, partners, principal and agent, or employer and employee. Nothing in these Additional Terms is intended to, nor will, confer upon any third person or entity any rights, benefits, or remedies of any nature whatsoever.
Disclaimer: We expressly disclaim any liability for information, feedback, materials, or answers to questions provided by us or our representatives, all of which are provided as a courtesy only and do not amend the Terms or constitute legal advice.
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SmartVizs Private Limited
2nd Floor, D – 107, Sector 2, Noida, Uttar Pradesh 201301 INDIA
