Terms and Conditions of the Platform and the Software Voxelizer
Effective as of November 20, 2017
The Terms and Conditions governs the use by the user (“User”) of the website voxelizer.com (“Platform”), belonging to the Zmorph sp. z o.o. (“Zmorph”), separated for the User part of the Platform (“Account”) and a software product Voxelizer including all accompanying documentation, and updates and upgrades that replace or supplement this software in any respect and which are not distributed with a separate license or on any other legal basis (the "Software"). This Software is licensed on terms and conditions as well as within the scope set out in the License Agreement.
- The Platform is an online shop where you can purchase Software and use other services provided within the Platform.
In order to use the Platform it is required to have:
- an electronic contact address (e-mail);
- a device with Internet access and with a Web browser: Internet Explorer 11, Mozilla Firefox 56, Safari 11 or Google Chrome 61 (or their newer versions),
- pop-up windows enabled.
- The User may be natural person, legal person or any other entity. The User carrying out activities in the Platform or using the Software for the purpose not related to his business activities is hereinafter referred as “Consumer”. The User carrying out activities in the Platform or using the Software for the purpose related to his business activities is hereinafter referred as “Entrepreneur”.
- Zmorph undertakes that the Platform and the Account will be available for at least 80% of the time / per month. For the rest of the time, the Platform or Account may be unavailable for example because of an update, add new features, remove features or fix errors or failures.
- User may not use the Platform, the Account or the Software for any other activities than those set forth in the Terms and Conditions, including but not limited to observe, analyse or test the functionality of the Platform, the Account or the Software in order to know their ideas and rules, or to modify in any way the Platform, the Account or the Software. User may not provide unlawful, infringing public decency or offensive content through the Platform, the Account or the Software.
- The User may also use the Account in the Platform. The User shall create the Account to use all features of the Platform, including the purchase of the Software.
- Once registered, you may use the Account. From then on, an electronically supplied services agreement is concluded between the User and Zmorph, under which Zmorph provides the User with the Account. This agreement is concluded for an indefinite period of time. The contents of this agreement are fully set forth in the Terms and Conditions.
- A person representing a natural person, legal entity or organizational unit when creating the Account, shall be entitled to conclude an electronically supplied services agreement under which Zmorph provides the Account.
- The User logs in to the Account by entering his login (e-mail) and the password provided during the registration.
- The User shall protect his/her login and password to the Account and not reveal or share it with others. Only the User can use his/her Account. The User may not share his/her Account with anyone else, including but not limited to other Users. If User has a suspicion that someone could get his/her login or password, the User should immediately change it and consider to cancel his/her payment card specified in the Account.
- Upon termination of the Account registration, Zmorph and User shall enter into a Software license agreement (the "License Agreement"). Under the License Agreement, Zmorph grants you a limited, non-exclusive, non-transferable license to use the Software (the "License"). The contents of this License Agreement are governed in its entirety by this Terms and Conditions.
- The license includes a right to install and use the Software on the number of stations for which you have purchased it. By default, the License is granted on one station. If you wish to use the Software on more than one station, then you shall agree it with Zmorph through the Account or otherwise made available by Zmorph.
- The User may use one copy of the Software (or more copies if so agreed with Zmorph), in accordance with its functions and purpose, free of charge for thirty (30) days from the date of concluding License Agreement ("Trial Period"), under the terms of the License Agreement. During the Trial Period, the User may use the Software for evaluation purposes only and not for any commercial use. The evaluation copy of the Software contains a feature that will automatically disable the Software at the end of Trial Period. Zmorph will have no liability to you if this feature disables the Software. After the Trial Period, you may not use or deal with the Software in any way unless you have paid the required license fee to Zmorph.
- The User may extend the term of the License for subsequent billing periods. To do this, you shall provide in the Account your name, surname, address, country and VAT number, if you live or have a registered office in the European Union and you are VAT payer, before the end of the Trial Period. The User shall also provide the payment card data through which payment will be made for the License. The License is offered on a subscription basis for each subsequent billing period of the use of the Software ("License Fee"). The License will be extended for subsequent billing periods until you cancel your subscription in your Account or until expire the last billing period for which your payment has been made using the payment card.
- Upon first payment of the License Fee, Zmorph shall extend the License on the number of stations paid by the User. After the Trial Period, the License authorizes the User to use the Software also in connection with his/her business activity for the duration of the License.
- The User may purchase the License again in his/her if the License has expired because the User has not paid for its renewal for the subsequent billing period. In this case, however, the User will not receive the License for Trial Period.
- Available billing periods are indicated in the Account.
- Installation and use of any changes, upgrades and updates may be from time to time subject to additional payments, which shall be notified by Zmorph before any payment and installation of any such change, upgrade or update.
- This License is granted starting from acceptance of the Agreement until its termination under clause 10 hereof.
In order to use the Software, it is required to have:
- a computer with at least 4GB of RAM and a graphics processor supporting at least 3.3 OpenGL technology;
- operating system Windows 7 or later in version 64-bit or macOS 10.7 or later operating system;
- internet connection;
- 1GB of free disk space.
LIMITATIONS AND RESTRICTIONS
- You are expressly prohibited from transferring, sub-licensing, renting, leasing or otherwise distributing the Software or rights to use the Software.
- Notwithstanding the provisions of clause 4.1 you may not copy, display, seek to disable, distribute, perform, publish and modify the Software or any component of it, including the graphic user interface. Except as may be expressed as an exception to the prohibitions under the law of your country of residence, you may not decompile, disassemble, or reverse engineer the Software, or any component thereof, by any means whatsoever.
- You may not create or develop any derivative works of any kind basing on Software or any component thereof unless expressly authorized by Zmorph.
- Copyrights, any other intellectual and industrial property rights to the Software, including all graphics, images, trademarks and any other components thereof remain with Zmorph and/or its suppliers.
- You have obtained a right to use the Software within the scope of this License only, subject to terms and conditions of License Agreement.
- This License is limited to the intellectual property rights of Zmorph and its licensors in the Software and does not include any rights to other patents or intellectual property.
THIRD PARTY SOFTWARE
- This Software incorporates software libraries: anttweakbar, (http://anttweakbar.sourceforge.net/doc/tools:anttweakbar:license) licensed under the "zlib/libpng license" license, aruco, (http://www.uco.es/investiga/grupos/ava/node/26) licensed under the "BSD" license, assimp, (https://github.com/assimp/assimp) licensed under the "BSD" license, boost, (http://www.boost.org/) licensed under the "Boost Software License" license, breakpad - https://chromium.googlesource.com/breakpad/breakpad/ catch, (https://github.com/philsquared/Catch) licensed under the "Boost Software License" license, cpplinq, (https://cpplinq.codeplex.com/) licensed under the "Ms-PL" license, cpprest, (https://github.com/Microsoft/cpprestsdk) licensed under the "apache" license, dime, (https://bitbucket.org/Coin3D/dime) licensed under the "BSD" license, eigen, (http://eigen.tuxfamily.org/) licensed under the "MPL2" license, flann, (https://github.com/mariusmuja/flann) licensed under the "BSD" license, freeimage, (http://freeimage.sourceforge.net/) licensed under the "FIPL" license, freetype2, (http://www.freetype.org/) licensed under the "FTL" license, gdcm, (http://sourceforge.net/projects/gdcm/) licensed under the "BSD" license, GeometricTools, (http://www.geometrictools.com/) licensed under the "Boost Software License" license, glew (http://glew.sourceforge.net/), glfw, (http://www.glfw.org/) licensed under the "zlib/libpng license" license, hidapi, (https://github.com/signal11/hidapi) licensed under the "BSD" license, intel_tbb, (https://www.threadingbuildingblocks.org/) licensed under the "GPL w. runtime exception" license, libpng, (http://www.libpng.org/pub/png/libpng.html) licensed under the "libpng license" license, opencv, (http://opencv.org/) licensed under the "BSD" license, openexr, (http://www.openexr.com/) licensed under the "BSD" license, openframeworks, (http://www.openframeworks.cc/) licensed under the "MIT" license, openjpeg, (http://www.openjpeg.org/) licensed under the "BSD" license, openssl, (https://www.openssl.org/) licensed under the "Apache" license, openvdb, (http://www.openvdb.org/) licensed under the "MPL" license, pcl, (http://pointclouds.org/) licensed under the "BSD" license, poco, (http://pocoproject.org/) licensed under the "Boost Software License" license, PoissonRecon, (http://www.cs.jhu.edu/~misha/Code/PoissonRecon/Version8.0/) licensed under the "MIT" license, psimpl, (http://psimpl.sourceforge.net/) licensed under the "MPL" license, qhull (http://www.qhull.org/), VTK, (http://www.vtk.org/) licensed under the "BSD" license, ziplib (https://bitbucket.org/wbenny/ziplib), zlib (http://www.zlib.net/), licensed under the "zlib license". .
- By accepting this Agreement you accept terms and conditions governing use of the aforementioned third-party software.
- The User retains all rights, including ownership, of content created or made available through the Software.
- The amount of the License Fee depends on the place of residence of the User. This place affects the amount of taxes associated with the License. Zmorph shall provide the final gross price of the product, which already includes VAT, prior to the final acceptance of the purchase by the User.
- The License Fee may be paid in Euro or US dollar. Zmorph may indicated in the Platform other currency, in which it will accept payment for the License Fee. If the payment card, which data you have provided in your Account, is issued to a bank account maintained in a different currency than the Euro or US dollar, your bank or card institution may convert the payment.
- Payments may be made only by the methods indicated in the Platform.
- If payment is made through electronic payments provided in the Platform, including by payment card, Zmorph shall refuse to renew the License for the unpaid billing period, if such payment could not be made for any reason.
- Zmorph must receive information from the User Bank or payment integrator about the possibility of payment and proper authorization of payment for the next billing period at the latest on the last day of the Trial Period or the ongoing billiong period (valid payment authorization is considered payment for the purposes of these Terms and Conditions).
- The User shall provide in the Account all the required details of the payment card if the payment is made through a payment card. You shall not delete these data until you cancel your subscription unless you update or change data of your existing card to another card. The payment card need to provide online payment and be valid, be issued to the User and shall not be reserved or blocked. In order to make the payment, the User shall provide funds on the account to which the payment card was issued.
- The User accepts invoices sent by Zmorph in electronic form. These invoices shall be sent to the User's e-mail address or made available in the Account. The User may at any time withdraw his consent to send the invoice in electronic form by sending an e-mail to email@example.com. In that case, Zmorph will deliver the User an invoice in writing and will charge a fee of [...] for each delivery.
TECHNICAL PROTECTION MEASURES
- The Software or any upgrades or updates thereof may from time to time include or implement certain technical protection measures such as verification of the License conducted while installing or starting the Software (“Authentication”).
- Your license will terminate immediately if you deliberately attempt to circumvent the technical protection measures for the Software. This may affect the operation and functions of the Software.
Your rights under License Agreement will terminate if:
- the expiry date of the last billing period for which you have paid the License Fee;
- in the case described in clause 9.3;
- you breach any of the terms and conditions of this License;
- this Agreement is terminated,
- In case of events mentioned in clause 8.1 letter (b), (c) and (d) hereof Zmorph shall notify you on termination of the License and cause of such termination by email send to the mailbox address indicated in the Account.
- In appropriate situations where Zmorph considers that your breach is capable of being remedied and sends you notification of the same, this License will terminate if you have not remedied your breach to Zmorph's satisfaction as soon as reasonably possible (and in any event within 14 days of receiving such notification).
- Your rights under this License will also terminate if Zmorph ceases to support the Software. In which case, Zmorph shall cease to charge License Fee for subsequent billing periods and License ceases at the end of the last paid billing period.
- Promptly upon termination of this License for any reason, you must cease all use of the Software and delete all copies of the Software in your possession or control. Zmorph may require you to confirm performance of obligations set out in this clause 8.5 in written statement.
- Termination of use of the Software under License Agreement shall not affect any other legal actions and remedies vested with the parties hereto in case of non-performance or improper performance of their respective obligations hereunder.
- Your rights under License Agreement will terminate if:
LIMITATION OF LIABILITY
The liability of both you and Zmorph to each other in respect of:
- any breach of this Agreement however arising;
- any use made or resale of the Software or the accompanying documentation by you, or of any product or service incorporating any of the Software or the accompanying documentation; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement,
- To the fullest extent permissible under applicable law, the software is provided to you “as is,” without warranty of any kind, without performance assurances or guarantees of any kind including with respect to outcome of use of Software, its functions or effects of use if the Software by you and your financial results or any other representations or warranties. Your use of the Software is at your sole risk. Zmorph does not make, and hereby disclaim, any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of third party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice. Zmorph does not warrant against interference with your enjoyment of the Software; that the Software will meet your requirements; that operation of the Software will be uninterrupted or error-free, or that the Software will interoperate or be compatible with any other software or that any errors in the software will be corrected.
Without prejudice to previous any part of this Agreement, neither you nor Zmorph shall under any circumstances whatever be liable to the other party, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
- loss of income;
- loss of business profits or contracts;
- business interruption;
- loss of information;
- loss of, damage to or corruption of data;
- any damage or
- any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
- Subject to clause 11.2 and 11.3, Zmorph's maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the amount actually paid by you for the Software.
- Exclusions or limitations of liability as set out in this clause 11, do not apply to the Users being the Consumer.
- The liability of both you and Zmorph to each other in respect of:
- The User, who is the Consumer, may withdraw from the License Agreement without providing any reasons nor bearing any costs by sending a statement of withdrawal from the License Agreement to the registered office address or e-mail address of the Zmorph. This entitlement can be made within Trial Period. It is enough to send a statement before the term expires.
- In case of withdrawal, the License Agreement shall be deemed as not concluded.
- In the case of withdrawal, Zmorph shall refund payments received from the User for billing period that would be occur after Trial Period. The payment is made in the currency in which Zmorph received the payment for the product.
- It is also possible to exercise one’s right of withdrawal from the contract by using the form, which constitutes Annex no. 2 to the Act of 30 May 2014 on consumer rights
CONTACTS AND DATA
- Zmorph shall contact with the User by sending a message to his/her email address specified in the Account or through the Account.
- The User may contact with Zmorph by sending an email to firstname.lastname@example.org or by calling the number provided in the Platform.
- The User’s data provided during registration or later, in the Account, shall be true and not infringe the rights of others.
- Zmorph may make additional verification of User’s data by any means, including by telephone contact.
- In the event of a change of User’s data provided during registration or later, in the Account, the User shall immediately update these data in the Account, not later than within 7 days of the change. Until the data is updated, Zmorph shall contact the User to his/her current e-mail address and call to the current telephone number.
The User may file a complaint relating to the operation of the Platform, the Account or the Software, or otherwise related to Zmorph:
- to the address of the registered office of Zmorph, with a note: Complaint; or
- by sending an e-mail to email@example.com.
- The complaint should contain indication of the User and a brief description of the event justifying the complaint together with its justification.
- Complaints shall be examined by Zmorph within 30 days from the submission of the complaint. Zmorph shall send the response to the complaint to the e-mail address of the User or provide it in the Account. In more complex cases, Zmorph may contact the User for additional description of the problem.
- The User, who is the Consumer, may use out-of-court dispute resolution for example by submitting a request for mediation or a request for consideration of a case before an arbitration court (the request can be downloaded at http://www.uokik.gov.pl/download.php?file=6223). A list of Permanent Commercial Consumer Courts acting at the Provincial Inspectorates of the Trade Inspection is available at: http://www.uokik.gov.pl/wazne_adresy.php#faq596. Out-of-court redress is free of charge. In addition, there is the possibility of filing a complaint through the EU-based ODR website, available at http://ec.europa.eu/consumers/odr/
- The User may file a complaint relating to the operation of the Platform, the Account or the Software, or otherwise related to Zmorph:
Zmorph may block the User’s Account if Zmorph will have reasonable grounds to believe that:
- the payment card used by the User does not belong to him (it was not issued to the User by the bank);
- an unauthorized person is attempting to use the User’s Account.
- Zmorph shall notify the User about the blockade by sending a message to his/her e-mail address.
- The blockade may also be applied at the request of the User. To do this, the User shall send a message to the Zmorph e-mail address.
- If the User do not agree with the blockade or want to remove the blockade, the User shall send a message to the e-mail address firstname.lastname@example.org. Zmorph will try to clarify the situation and restore User’s ability to use the Account or inform the User what to do to restore this ability.
- Zmorph may also independently decide to remove the blockade.
- Zmorph may block the User’s Account if Zmorph will have reasonable grounds to believe that:
CLOSING OF THE ACCOUNT
- The User may, at any time, request to remove his/her Account by sending an email to email@example.com. Zmorph shall remove the Account within 14 days. Such User's request signifies termination of the electronically supplied services agreement, under which Zmorph provides the User with the Account.
Zmorph may terminate the electronically supplied services agreement, under which Zmorph provides the User with the Account. If the User is the Consumer, Zmorph may terminate the electronically supplied services agreement only for a valid reason, for which one of the following reasons is considered:
- if it turns out that the payment card used by the User does not belong him (it was not issued to the User by the bank);
- if the User used or attempted to use the Platform to commit a crime;
- The User has not used the Account for at least 6 months before receiving the notice of termination;
- Zmorph will decide to close the Platform (agreements with all Users will be terminated).
- Zmorph shall send notice of termination to User’s e-mail address. The agreement terminates within 30 days after the User has received the notice of termination. From then on, the User may not use the Account.
AMENDMENTS OF THE TERMS AND CONDITIONS
Zmorph may amend the Terms and Conditions for the following valid reasons specified below by the parties
- publication of a common court ruling, as well as decision, instruction, recommendation or any other act issued by a public administration body binding for Zmorph, resulting in the necessity to introduce amendments to the Terms and Conditions,
- change to the legal state resulting in the necessity to introduce amendments to the Terms and Conditions,
- introduction of new services or software, provided that the amendment to of the Terms and Conditions may solely refer to the introduction or change of provisions related to these services or software, their use shall not be obligatory for the User, and the failure to use them will not result in any costs for the User,
- improvement by Zmorph of the existing functions, software or services provided in order to increase the level of security, personal data protection or improvement of utility of the functions, software or services made available and provided by Zmorph, on condition that the amendment to the Terms and Conditions may solely be related with the introduction of decisions or change of provisions concerning the aforementioned functions, software or services,
- renouncement from certain functions, software or services, or amendment to the existing functions, software or services provided by Zmorph with regard to impossibility of further provision of the given function, software or service in the form hitherto applied, related with the withdrawal of the service, software or function from the Zmorph offer or from the termination of a contract with an entity, who provided services, software or functions for Zmorph, by the Terms and Conditions may solely concern the introduction, removal or amendment of provisions related to the aforementioned functions, software or services,
- necessity to clarify the provisions of the Terms and Conditions or introduce editorial changes without any negative consequence to the content of the rights and obligations of the User
- Zmorph shall inform the User of the amendments to the Terms and Conditions, as well as of the date, when the amended Terms and Conditions enter into force. Zmorph shall inform the User of any amendments to the Terms and Conditions by sending the new content of the Terms and Conditions to the email address of the User submitted to Zmorph
- The amendments to the Terms and Conditions shall become binding for the User from the date specified by Zmorph, no sooner than 14 calendar days, from the day, when the former was informed of the amendments. The period of the notice is 2 days. The notice shall be send to the email address: firstname.lastname@example.org. Should the User fail to withdraw from the agreement binding them with Zmorph within 14 days of informing the User of the amendment, it is considered that he/she accepts the amendments
- Zmorph may amend the Terms and Conditions for the following valid reasons specified below by the parties
SEVERABILITY AND SURVIVAL
- If any part of this Terms and Conditions is held to be unenforceable in your country of residence, then we and you agree to interpret it and the rest of this Terms and Conditions in such a way as to reflect your and our intentions in this License as far as possible. Also, if any part of this Terms and Conditions is held to be unenforceable then that will not affect the enforceability if any other part of this License.
- Unless the laws of your country of residence do not allow for it, this Terms and Conditions and your use of the Software is governed by the laws of Poland and this Terms and Conditions shall be interpreted in accordance with polish law.
- The court competent for Zmorph’s registered office shall have exclusive jurisdiction over any dispute or claim with the Users who are Entrepreneurs. The court competent for Zmorph’s registered office shall have exclusive jurisdiction over any dispute or claim with the Users who are Consumers from outside the European Union, unless the relevant binding provisions of law do not allow for it.
- The User bear the costs related to the use of means of distance communication, especially the telecommunication network according to the tariff of their network provider.
- The language of communication is Polish or English. Zmorph may also communicate with the User in other language, if requested by the User.