Trezi End User Licensing Agreement (“EULA”)

Please carefully review the following End User License Agreement (“EULA”) of Smartvizs Private Limited (“SmartVizX”) and any and all terms of use (“SmartVizX Terms of Use”) that reference this EULA. This EULA is a legally binding contract between You (as defined below) and SmartVizX. This EULA expressly incorporates any and all SmartVizX Terms of Use that reference this EULA. This EULA governs all use of SmartVizX’s Trezi software and any associated data and documentation, both online and offline that can be downloaded from this website.

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 this EULA. You are also declaring that You have full legal capacity to enter into this binding agreement. If You are entering into this EULA 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, this EULA 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 of this EULA, do not download, install, copy, access or use this Service. You must also immediately return the Software and associated Data Files to the party from whom You may have acquired it and/or destroy all copies of such Software and Data Files that You may have made.

In the event of any conflict between this EULA and any SmartVizX Terms of Use as can be accessed at https://trezi.com/terms-conditions/, the terms of this EULA shall prevail and control.

SmartVizX may modify the terms of this EULA from time to time and will post the most current version at https://trezi.com/eula; it is Your responsibility to monitor and stay informed of any changes that affect Your continued use of the Services following modification of this EULA, and You herewith consent to be bound by the modified EULA.

1. Definitions

“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 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 or any mobile devices upon which or through which the Services are used and/or installed.

“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 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 Your 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://app.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.

“Subscription” means the non-exclusive, non-transferable right for a certain period of time to use the Services as ordered by You, subject to the terms of this EULA 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

“You” means an individual or entity (including, but not limited to, that entity’s firm, company, partners, associates, employees, agents and contractors) to whom Services are provided by and as agreed to by SmartVizX.

“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 specific output generated by You using the Services based on such information.

2. Trial Period License Grant

By clicking “I Agree” or by downloading or otherwise using the Software and Services, and subject to the terms and conditions of, and except as otherwise provided in this EULA, You are eligible for a one-time free trial to evaluate the Services for Your internal evaluation purposes only and for a term of fourteen (14) days from the date You download or install the Software and Services (“Trial Period”). Each individual user is entitled to a single Trial Period of the Services, regardless of version or other changed functionality of the Services. During the Trial Period, all terms and conditions of this Agreement 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 during the Trial Period, 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. SmartVizX may terminate the Trial Period at any time by given written notice to You.

During the Trial Period, SmartVizX grants to You a one-time, revocable, limited, non-exclusive, non-transferable and non-assignable license to (i) install the Software and use the Services pursuant to the terms of this EULA on any number of computers owned and controlled by You, (ii) run only one instance of the Software on one Device at any given time from Your Account and (iii) access and use the Services in each case solely to evaluate the capability of the Services for Your internal evaluation purposes only, and specifically excludes any commercial, professional, or for-profit purpose, including without limitation any competitive analysis.

3. 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. 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-exclusive, non-transferable and non-assignable license to (i) install the Software and use the Services pursuant to the terms of this EULA on any number of Devices owned and controlled by You, (ii) run only one instance of the Software on one Device at any given time from Your Account, and (iii) access and use the Services and Data Files in each case to solely for Your business and not for resale.

No license or any other right of any kind is granted to You except as expressly provided in this EULA.

This EULA covers any updates, new releases or enhancement(s) of the Services, which SmartVizX may make available to You from time to time.

4. Terms of Use

Subject to the terms and conditions of this EULA, 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 the website https://app.trezi.com/ and its pages, from time to time. SmartVizX shall make commercially reasonable efforts to provide the Services to You. This EULA applies to You, who uses the Services or who 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.

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 information in Your Account shall occur.

You acknowledge and agree that You are responsible for obtaining, providing, paying for and maintaining (i) all hardware equipment that the Software is specifically licensed for (as specified at https://trezi.com/faqs) and required to access the Internet; and (ii) Your own access to the Internet including equipment, internet access plans, or other fees associated with such access.

You take sole ownership and responsibility for access to, and sharing and use of, Your Account, as well as all Your content that You may upload and store in 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 from any access, or sharing and use of Your Account. In the event that You believe or suspect there has been any unauthorized access to Your Account, You must notify SmartVizX immediately by email to support@trezi.com.

5. Subscription and 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/pricing-cancellation-policy/.

6. Technical 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:

FAQs
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.

7. General Restrictions of Use

Except as otherwise expressly provided under this EULA, You shall have no right and You shall not assist or permit any third party to:

Harm, disrupt or otherwise engage in activity that diminishes the SmartVizX or Trezi brand, Services, or Infrastructure
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
Sell, transfer, assign or sublicense the limited rights granted to You in this EULA 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
Copy, alter, make error corrections to or otherwise modify, translate 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
Use any robot, spider, scraper or other automated means to access the Services, or use any data mining, data gathering or extraction method(s)
Attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in the Services
Use the Services in any manner not expressly authorized herein
Alter, remove or fail to reproduce any proprietary notices from the Services
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.

8. Updates and Testing

SmartVizX agrees to provide to You from time to time such Software and Services 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 and at no additional charge. The Software may automatically download and install any updates, upgrades or new features. SmartVizX reserves the right to make changes to the Software and Services from time to time, and without notice. You agree that upon notice, You will update and/or make other changes to the Software as indicated by SmartVizX.

SmartVizX will frequently update the Software and Services. SmartVizX may also, from time to time, test various aspects of the Software and Services, including the website https://app.trezi.com/ and its pages, the Software user interfaces, support and service levels, subscription and pricing plans, promotional features, and delivery. SmartVizX may include you or exclude you from these tests without notice.

9. Intellectual Property Rights and Ownership

SmartVizX (and its licensors) remain the sole owner of all right, title, and interest in the Software and the Services. The Services are protected by worldwide 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 the terms of this EULA; 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.

10. Data Protection and Privacy of Data

You acknowledge that SmartVizX has no knowledge of, and is in no way responsible for, any of Your Content.

Each Party shall comply with its respective obligations under applicable data protection laws. Neither Party shall carry out any act that puts the other Party in breach of its obligations as per this Section, nor shall anything in this EULA 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 course of this EULA: (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.

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 or use Your Content with 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 to Your content to (i) operate, maintain, secure, modify and enable the Services for You and other users, (ii) respond to and address support requests or prevent support or technical issues, (iii) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (iv) enforce these terms. To learn more about our access to Your Content, view our Privacy Policy at https://trezi.com/privacy-policy/.

11. 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.

12. 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.

13. 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.

14. 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.

Part of the Services may incorporate Third Party Software. To the extent such Third Party Software are an integral part of the Services, such third parties shall be deemed SmartVizX Agents and the terms of this EULA 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.

15. 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 remedies, 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 services will meet your requirements, or that the operation of the services will be uninterrupted or error-free, or that defects in the services will be corrected. furthermore, Smartvizx does not warrant or make any representations regarding the use or the results of the use of the 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.

16. 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 services. Notwithstanding the foregoing, the maximum liability that Smartvizx shall incur hereunder shall be limited to the actual amounts paid by you for the service for the one month period embracing the date when the applicable claim arose.

17. 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, its 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 any of the terms of this EULA, (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) relating to misuse of the Services, including, but not limited to, any claim that You are storing illegal files or data in Your Account.

18. Termination of License

Without prejudice to any other rights, SmartVizX is entitled to suspend, terminate or limit access to, in part or in whole, without notice, Your use of the Services and this EULA if You breach any term of this EULA, or if You facilitate or encourage any violation of this EULA, or at 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.

19. Survival

Sections 7, 9, 10, 11, 12, 13, 14, 15, 16, and 17 shall survive any termination of this EULA.

20. Entire Agreement

This EULA (as may be amended from time to time) constitutes 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 between You and SmartVizX. To the extent the terms of any SmartVizX Terms of Use, policies or programs conflict with the terms of this EULA, the terms of this EULA shall prevail and control. In addition, the terms set out in this EULA shall prevail and control over any and all additional or conflicting terms or provisions contained in any document 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 EULA is translated into a language other than English and there are conflicts between the translations, the English version shall prevail and control.

21. Governing Law

This EULA shall be governed by and construed in accordance with the laws of India, and the courts in Delhi, India shall have exclusive jurisdiction. If any provision of this EULA 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.

22. 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.

23. Equitable Relief

The Parties agree that irreparable damage would occur if any provision of this EULA 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.

24. Waiver

The delay or failure of SmartVizX to exercise any right provided in this EULA shall not be deemed a waiver of that right. No waiver of any provision of this EULA 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 this EULA shall not be construed as a waiver of any other provision of this EULA. A waiver of any provision or default is not a waiver of any such provision in any future event nor of subsequent default.

25. Amendments

This EULA may not be amended by You, but SmartVizX may amend this EULA from time to time and shall post any amended EULA on its website at https://trezi.com/eula.

26. 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.

27. Severability

In the event that any provision of this EULA 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 this EULA 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 this EULA.

28. 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@trezi.com (with evidence of effective transmission). All notices must be addressed to:

SmartVizs Private Limited
A-18 Sector 16
Noida – 201 301
Uttar Pradesh
India

29. Assignment

You may not assign, pledge or otherwise transfer this EULA, 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 this EULA relates. This EULA is binding upon and is for the benefit of the respective successors, heirs, and assigns of the Parties.