These terms of service, together with any other agreements or terms incorporated by reference, including the Entryway | Privacy Policy (the "Terms") govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Company and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use the Services.
In addition, by subscribing to the Matterport Integration product, you agree to the terms and conditions outlined in the Matterport Integration End User License Agreement, located at https://matterport.com/legal.
1. Definitions
1.1. "Account" means an online account registered by you for the purpose of using the Services.
1.2. "Content" means any files, photos, data, material and information submitted, uploaded and stored by You through the Service.
1.3. "Platform" means the website located athttps://entryway.design/and associated Services available on the website.
1.4. "Product" means a tangible product which can be purchased through the Platform.
1.5. "Services" means any applications, products, services, documentation, and software made available through the Platform, including Products and the Company's virtual staging software for staging, decorating, furnishing, and exporting modified, high resolution images using Content uploaded by Customer (the "Modified Works").
1.6. "Third Party Services" means any service, products, software or application that is provided by a third party and interoperates with a Service. Such Third Party Services may be offered via a dedicated website.
1.7. "User Data" means data relating to Your use of the Platform and Services, including but not limited to information related to:
1.7.1.Your contact and payment information, including email addresses and credit card or other payment remittance information; You are responsible for ensuring that payment information that is exchanged between You and your clients is not transmitted over the Platform.
1.7.2.statistical data, device generated reports and audit logs,
1.7.3.settings, preferences chosen, and resource usage,
1.7.4.free text submitted by You, and screen recording sessions.
1.8. "We", "Us", "Company" or "Our" for Customers whose principal place of business is located in the United States of America, Apply Design Inc. For Customers whose principal place of business is located outside the United States of America, Clone.Space Ltd.
1.9. "You" or "Customer" means the company or other legal entity and its affiliates for which you are accepting these Terms.
2. The Services
2.1. Registration. Following the initial registration of an Account you will have the ability to access the Platform and use the Services solely for the purpose of your business activity. We may update the Services from time to time, including adding or removing functions.
3. Registration and User Account
3.1. Establishing an Account. You must register and establish an Account in order to use our Services. You may elect to have multiple Accounts.
3.2. SSO. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to, Google (each such account, a “Third-Party Account”), as described below. As part of the functionality of the Services, you may link your Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to the Company through the Service; or (ii) allowing the Company to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. By registering an Account through an SSO, You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers.
3.3. Account Information. You must safeguard and not disclose your Account username and password and you must supervise the use of such Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. Any Services provided in connection with Your Account will be charged to your Account. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.
3.4. Administrator. When you initially register for and create an Account, you are, or a party that you authorize is, the administrator ("Administrator"). Administrators may authorize additional individuals to access the Services through the same Account ("Users"). Users may include, for example, your employees, contractors and agents. These Terms apply to any User of the Services.
3.5. Access Rights. The Administrator is responsible for Users’ access to the Services. Depending on the types of access rights the Administrator grants to Users, Users may be able to delete, copy, or view the Content and data accessible in your Account, subscribe or unsubscribe to Services, and make purchases through the Account. The Administrator is solely responsible for the access to and use of the Services granted to Users and it is the Administrator’s sole responsibility to add or remove access rights to Users. We are not responsible for the internal management or administration of the Services. You are responsible for Users’ compliance with these Terms. A violation of any provision of these Terms by a User may result in the termination of an Administrator’s or any User’s access to the Services. If you choose to close or terminate your access to a Service, Users will no longer be able to access such Service or any of the Content within such Service. Company may from time to time send you communications, unless you have opted not to receive them.
3.6. Deletion of Account. You may delete your Account at any time. Any Content and other information and data entered into the Services may be permanently deleted if you delete the Account, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements (unless we are instructed otherwise).
3.7. Use of Data. Company may collect User Data, and You hereby grant Company permission to collect User Data available on the Platform and to use such User Data to improve the Platform performance and functionality and improve services and support to Company customers and for other business purposes including monitoring, statistical data gathering, diagnostics, comparative analyses, press and supplies utilization, complementary solutions usage, security and software integrity assurance, remote control and support and click performance tracking and billing. Company may further use User Data (i) to respond to duly authorized information requests of police, law enforcement, or other governmental authorities; (ii) to comply with any applicable law, regulation, subpoena, discovery request or court order; (iii) to investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity; (iv) to enforce/protect the rights and properties of Company or its affiliates or subsidiaries; (v) as set forth in its privacy policy referenced above; (vi) with the prior informed consent of the data subject about whom the personally identifiable information pertains; or (vii) unless you have opted not to, contact you via email or text messages with marketing information or updates about our Products and other products and services, including, checkout reminders, promotions, events, and general marketing communications. Company may use various analytics tools in performing the above. Except for subsection (vii), Company does not provide an opt-out option from the use of such analytics tools and therefore You should refrain from registering for the Service if You do not agree to the use of analytics tools in connection with the User Data. Where applicable, User Data collected by Company will be shared with You or any service provider who may provide You with supplementary services in connection with the Services.
4. Your Content
4.1. License to Content. You grant us a worldwide, non-exclusive license to host, copy and use your Content and the Modified Works as required in order to provide You with the Services. Subject to this limited license we do not acquire any right in your Content or Modified Works, and You or your licensors retain all rights and ownership to your Content and Modified Works. You warrant that You have full rights to provide to us any Content that You provide through the Services. We have policies in place to limit the access of our employees to Content. Where policies permit access to the Content and Modified Works, it is only for the purpose of supporting You in your use of the Services.
4.2. Responsibility for Content. The Services are not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and Modified Works and you are responsible for any lost or unrecoverable Content or Modified Works. You agree that you will not upload, share, or otherwise distribute Content, which: (i) is unlawful, threatening, abusive, harrying, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy or impersonate another person; (i) contains explicit or graphic descriptions or accounts of sexual acts or in any way violate child pornography laws (iii) contains software viruses or other harmful computer code, files or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
5. Copyright Policy
5.1. We respect the intellectual property rights of others. In accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (“DMCA”), we have adopted a policy of, upon notice, restricting access to or deleting content that infringes a third party’s copyright and, in appropriate circumstances and in our sole discretion, terminating account holders or other users of the Services who are deemed to be repeat infringers of a third party’s copyrighted work.
5.2. If you believe that anything on the Services, including User Content, infringes any copyright that you own or control, you may file a notice of such infringement by providing the following information in writing:
Notices of copyright infringement claims should be sent by mail to: [email protected]
5.3. A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
6. OTHER PRODUCTS AND SERVICES
We may allow you to integrate your Account with Third Party Services. We will not be responsible for any act or omission of the third party that provides the Third Party Services, including the third party's access to or use of Content, and we do not warrant or support any Third Party Services.
7. Fees and Payment
7.1. General
7.1.1.Payment Terms. You will pay, and You authorize Company or any of Company's resellers to charge using your selected payment method for, all fees with respect to Products or Services subscribed to or purchased by You through the Platform.
7.1.2.Billing Information. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. Billing may be performed by a third party service provider of Company. We may suspend or terminate the Services if fees are past due.
7.1.3.Taxes. Our fees and prices do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.
7.2. Terms Applicable to Services (Excluding Products). Fees for Services, other than Products, are non-refundable except as required by law and purchases made on the Platform are non-cancellable. Charges will be made either in advance or in arrears as provided in the additional terms applicable to the purchased Services, and either monthly, annually or any other billing frequency offered by Company and selected by You. We will automatically renew your subscription to any Services for the same subscription period. To cancel such automatic renewal you must unsubscribe to such Service at least ten (10) days prior to the end of the applicable subscription period, or as otherwise stated in the online description of the Services.
7.3. Terms Applicable to Products
7.3.1.Orders. Once you complete an order for any Products purchased through the Platform, we will send you an email confirming receipt of your order. All orders are subject to availability and acceptance of an order at the Company's sole discretion. You agree to receive emails from us in connection with your purchases and payments.
7.3.2.Price changes. We reserve the right to change Product prices at any time, but changes will not affect orders already placed.
7.3.3.Delivery. Shipping options and fees are presented during checkout. You are responsible for ensuring the accuracy of your shipping information. We will do our best to meet estimated delivery times, but delays may occur due to unforeseen circumstances.
7.3.4.Return Policy. You may return purchased Products delivered through our standard shipping method within thirty (30) days from delivery. If a Product is damaged during shipping, has a manufacturing defect, or you wish to initiate a return, please contact customer service at [email protected] within seventy-two (72) hours of delivery. For other concerns related to purchases, contact customer service at [email protected] within thirty (30) days after delivery, and we will either repair or replace the Product. In some instances, specific parts of a Product may be replaceable. To qualify for a refund, the Product must be returned in its original, unused condition, with all accessories and parts securely packed in the original packaging. We reserve the right to refuse returns that do not meet these conditions. Once a Product is returned, we will inspect it, and if eligible, exchange or provide a refund as applicable. Refunds, exchanges, or credits will be issued for the purchase price of the Product, and tax refunds will be provided in accordance with applicable law. Except for damaged or defective Products, shipping, delivery, and handling charges are nonrefundable, and return, shipping or pickup fees may be applicable. Refunds or credits will align with the original payment method used during the purchase. It may take up to ten (10) days from the receipt of the returned Products for credits or refunds to be reflected on your credit card statement.
8. Use Obligations and Restrictions
8.1. Obligations. You agree to do each of the following in connection with your use of the Services: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control; (ii) pay the fees for the Services, if applicable, when due; (iii) use reasonable security precautions for providing access to the Services by your Users, customers or other individuals to whom You provide access.
8.2. Restrictions. You must not misuse the Services. For example, you may not, whether by yourself or anyone on your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services, or Platform; or (e) reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
9. Intellectual Property Rights
9.1. Retention of Rights. All rights not expressly granted to You under these Terms are reserved by Company and its licensors. We and our licensors reserve all rights, title and interest to the Services, the Platform and any of their related intellectual property rights. The Terms do not convey to You an interest in or to Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of Company’s Intellectual Property Rights under any law.
9.2. Photos. In creating a staged photograph using the Services, you will be able to use your own photographs by uploading them to the Platform ("Photos"). Such Photos bear their own associated intellectual property rights. You retain any and all rights you hold with respect to the Photos. Photos may be protected by copyright, even if not marked with the © symbol. If you are not the owner of the Photos, than you must obtain authorization from the owner of the Photo or the copyright holder in order to use the Photo with the Services. For example, professionally-taken photographs should not be used on the Services, unless you have obtained express permission from the photographer to do so. Furthermore, if you want to publish a Photo of someone other than yourself, you must obtain permission from the individuals portrayed in the Photo before using the Photo with the Services. Do not upload any Photos that are confidential proprietary. We assume no liability with respect to the disclosure of confidential or proprietary information uploaded to the Platform. You warrant that all Photos uploaded by You, are either owned or created by You, or you have obtained the necessary licenses, rights and permissions to use the Photo as contemplated by the Platform and grant the Company the rights as contemplated herein.
9.3. Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services, Products or any of our current or future products or services.
10.Indemnification
You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content, including but not limited to the Photos, or your use of the Services infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that your use of the Services is in violation of these Terms.
11.Disclaimers of Warranties
11.1. Security measures have been implemented to ensure the safety and integrity of the Services. However, despite this, information that is transmitted over the Internet may be susceptible to unlawful access and monitoring. Company gives no guarantee of any kind concerning the content on our Services.
11.2. THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS.
11.3. OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, FREE OF DEFECTS; (II) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONTS.
12.Limitation of Liability
12.1. IN NO EVENT WILL COMPANY BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO: (A) YOUR USE OR INABILITY TO USE THE SERVICES; OR (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTEREED INTO THROUGH OR FROM THE SERVICES;HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100.00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
13.Term and Termination
13.1. Term. These Terms commence on the date you first accept them and will remain in effect until until these Terms are terminated.
13.2. Termination. You may stop using the Services at any time and you may delete your Account. We may suspend or terminate your access to the Services at any time at our discretion and without notice if You do not comply with these Terms. Upon termination of the Services to You: (i) the Account will be terminated, and from the date of termination You will no longer be able to access your Account; and (ii) your Content will be removed from the Service, however, deletion may not be immediate and Company may continue keeping your personal information in its records for audits and other administrative purposes.
13.3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.
14.Governing Law and Jurisdiction
These Terms are governed by the laws of the state of Israel excluding rules as to choice and conflicts of law and the courts in the state of Israel will have jurisdiction. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
15.General
15.1. Communications. To the extent permitted by applicable law, when you communicate with us electronically, such as via email and text message, you agree to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
15.2. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, You shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
15.3. Changes to Terms. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform. You are responsible for checking the Platform regularly for such changes. By continuing to access or use the Services you agree to be bound by the revised Terms.
15.4. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
15.5. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
15.6. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.
15.7. Entire Agreement. These Terms contain the entire agreement between Company and You relating to your use of the Services and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms.
15.8. Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder among the various Company entities within the Company Inc. group, by a change to the definition of Company hereunder which change will become effective upon posting on the Platform website.
15.9. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to your rights under these Terms.
15.10. Applicable law. Each party hereby agrees to comply with all commercially material local, state, federal, and international laws and regulations to the extent applicable.