GENERAL

IMERSIAN PTY LTD (we” and “us”), owns and operates the Imersian Platform, which allows customers (“you”) to:

• Upload, host and publish 3D models on the Imersian Platform,
• Share and embed 3D models on websites using the Imersian 3D Viewer,
• Showcase 3D models in augmented reality (AR) using the AR model formats generated when uploading our platform.

and use any additional Imersian Platform features (“Service”) that are available at any given time according to the prices and service plans that are listed at https://portal.imersian.com/billing

Certain features of the Site may be subject to additional guidelines, terms, or rules, which may be posted on the Site in connection with such features.

All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms of Use described the legally binding terms and conditions that oversee your use of the Site. BY VISITING THE SITE, YOU AGREE TO THESE TERMS and you represent that you have the authority and capacity to enter into these Terms.

In addition, Imersian can provide additional 3D creation services (“3D Creation Service”) in combination with the Service where Imersian facilitates 3D model creation and /or parametric variant script creation of your product(s) to a separately agreed price in order to facilitate the Service.

By using the Service or the 3D Creation Service,  you accept the terms and conditions set out in these ToS.

ACCESS TO THE SITE

DISCLAIMERS

The site is provided on an “as-is” and “as available” basis, and company and our suppliers expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement.  We and our suppliers make not guarantee that the site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, complete, legal, or safe.  If applicable law requires any warranties with respect to the site, all such warranties are limited in duration to ninety (90) days from the date of first use.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.  Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

CERTAIN RESTRICTIONS

The rights approved to you in these Terms are subject to the following restrictions:

(a) you shall not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site;

(b) you shall not change, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site;

(c) you shall not access the Site to build a similar or competitive website; and

(d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.  All copyright and other proprietary notices on the Site must be retained on all copies thereof.

Company reserves the right to change, suspend, or cease the Site with or without notice to you.  You approved that Company will not be held liable to you or any third-party for any change, interruption, or termination of the Site or any part.

USER POLICY

The following terms constitute our “Acceptable Use Policy”: You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right or any intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site, whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to the Site.

We reserve the right to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

If you provide Company with any feedback or suggestions regarding the Site, you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it believes appropriate.  Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.

You agree to indemnify and hold Company and its officers, employees, and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third-party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content.  Company reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Company.  Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

THIRD PARTY LINKS & ADS

The Site may contain links to third-party websites and services, and/or display advertisements for third-parties.  Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads.  Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.  You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.

OTHER USERS

Each Site user is solely responsible for any and all of its own User Content.  Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others.  You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any Site user, we are under no obligation to become involved.

You hereby release and forever discharge the Company and our officers, employees, agents, successors, and assigns from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site. If you are a California resident, you hereby waive California civil code section 1542 in connection with the foregoing, which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

USE OF THE SERVICE

We provide you a non-exclusive right to use the Service for commercial purposes. The Service is described in the service/product descriptions available at https://imersian.com/ website and may be updated from time to time.

SUBSCRIPTION PERIOD, SERVICE FEES AND PAYMENTS

We offer both monthly and annual subscriptions for the Service. You can manage your subscription through the Service or by contacting info@imersian.com.

The applicable service fee will be due and payable at the beginning of each subscription period.

INTELLECTUAL PROPERTY RIGHTS

We grant you a limited, non-exclusive, non-sub-licensable and non-transferrable license to use the Service as it is provided to you, as set forth in these ToS.

You will maintain ownership the Content and files that you upload on the Service. You will also own the intellectual property rights to the source 3D model created using our 3D Creation Service.

The 3D creation Service will be provided by Imersian’s 3D partners and Imersian will act on behalf of the client

By using the Service, you grant us a worldwide, non-exclusive, royalty-free right and license to use the 3D & AR models for the purpose of providing the Service, including marketing, advertising, analytics, and for other lawful purposes.

You are responsible for any Content submitted to the Service and that it complies with any applicable laws and does not violate any third-party intellectual property rights. You also warrant that you are entitled to provide the Content to us and we have the right to use it for the purpose of the service.

We shall have a right, at our sole discretion, to accept/reject any 3D models to/from the platform that are deemed inappropriate or illegal.

COPYRIGHT POLICY

Company respects the intellectual property of others and asks that users of our Site do the same.  In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination of users of our online Site who are repeated infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material on our services that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and e-mail address;
• a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

COOKIES

We may use cookies and other similar technologies to collect non-personal information when you visit our platform or use our Service and interact with us online. Cookies are data files which are sent from a website to a browser to record information about users of a website. Cookies contain basic information about your use of the internet. Your browser shares these cookies with us, sending them to our site each time you visit it, so that your computer or mobile device is recognised in order to personalise and enhance your browsing experience. A “cookie” is a unique numeric code that we transfer to your computer so that we can keep track of your interests and/or preferences and recognise you as a return visitor to the website.

We may use cookies, log files, pixel tags or other similar technologies to collect information about the ways you interact with and use the Imersian Platform, to support and enhance features and functionality, to monitor performance, to personalise content and experiences, for marketing and analytics, and for other lawful purposes.

PERSONAL DATA

We do not read, use or store any personal data from websites embedding the 3D Viewer without explicit authorisation of the website owner. You and the website owner are liable for your websites and their collection and processing of personal data.

CONFIDENTIALITY

Confidential information means any non-public information that is provided to us in connection with your use of the Service or the 3D Creation Service.

We will use confidential information only for the purposes of providing the Service and confidential information shall not be disclosed to third parties unless and to the extent necessary for the purposes of delivering the Service.

In all cases we shall ensure that such third parties are subject to appropriate confidentiality obligations in respect of your confidential information.

TERM AND TERMINATION

You have the right to use the Service for the applicable subscription period. However, we may terminate your user account and the right to use the Service with or without a notice, if we believe that your use of the Service violates these ToS.

When the provision of Service ends, we may choose to preserve User Content on our server solely for internal purposes for analytics, and for other lawful purposes. If you chose to opt-in to grant us the use of 3D & AR models for the purposes of marketing as outlined in this ToS, you will be granted the option to revoke the grant during your account closure.

LIMITATION OF LIABILITY

We will make our best effort to keep the Service available at all times. We make no warranties and hereby disclaim any liability in respect of the availability or functioning of the Service. However, You will be notified if the server down-time extends beyond 2 hours. If the servers remain nonoperational for more than 24 hours in a single session, we will grant you a pro-rated discount on the next subscription cycle for every consecutive 24 hour period of server downtime. We may suspend access to the Service at any time for reasons relating to data protection, service maintenance or development, service misuse or similar valid reasons.

The Service is provided on “as is” and “as available” basis and we disclaim any liability for its functioning or uninterrupted availability. We are not liable for any indirect or consequential damages

All disputes regarding these ToS or the Services shall, at first place, be solved in good faith negotiations between you and us. If a resolution is not reached through these negotiations, the dispute shall be finally settled in arbitration in accordance with the arbitration rules of the governing state in Australia

ELECTRONIC COMMUNICATIONS

The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal obligation that such communications would satisfy if it were be in a hard copy writing.

YOUR PRIVACY

Please read our Privacy Policy.

COPYRIGHT & TRADEMARK INFORMATION

Copyright ©. All rights reserved.  All trademarks, logos and service marks displayed on the Site are our property or the property of other third-parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

CONTACT INFO

Email: info@imersian.com

GENERAL

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective upon the earliest of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our Site.  These changes will be effective immediately for new users of our Site.  Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

We encourage you to review these ToS regularly. The latest version of these ToS is available at www.imersian.com/terms-of-service