IMPORTANT-READ CAREFULLY. THIS AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU ("YOU") AND VIRTUAL SURVEYOR NV (“AS USED BELOW") FOR THE VIRTUAL SURVEYOR SOFTWARE SERVICE, VIRTUAL SURVEYOR ONLINE SERVICE AND ONLINE OR OFFLINE DOCUMENTATION (“CONTENT”) ALL COLLECTIVELY REFERRED TO AS THE "SERVICES". IF YOU EITHER TRIAL OR PURCHASE THE SERVICES, THIS AGREEMENT WILL GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.

BY ACCESSING OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR CORPORATE ENTITY.

If you do not agree to the terms of this Agreement, you are not granted any rights to the Services, and you will not be able to access or allowed to use the Services.

Your access to or use of any Services may also be subject to your acceptance of separate agreements with Virtual Surveyor nv and/or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Services selected by you and for other Virtual Surveyor nv services made available to you through these Services, which may be subject to change from time to time.

These terms will also govern your continued purchase and use of the Services.

These Terms of Service, together with Virtual Surveyor nv’s Privacy Policy, provided to you on the website or documentation for the Services you have selected and any Additional Terms and Conditions for the Services (collectively, the “Agreement”) govern your use of the Services to which you are granted access under this Agreement (including but not limited to programs, components, Internet-based services, content, technology, tools, updates, help content, and new releases). 

USE OF THE SERVICES

Upon payment of the applicable fee, You receive a non-exclusive, non-transferable right to use and access the Services. Based on your subscription level, You will be entitled to enable a certain level of functionality of the Services (“Plan”) to a certain number of users (“Number of Users”) within your organization. Your users will be entitled to access and use the Services solely on your behalf for the purposes of providing the capabilities of the Services to your corporation. All rights not expressly granted to you are reserved by Virtual Surveyor nv and its licensors.

ACTIVATION OF THE SERVICES

Virtual Surveyor nv’s goal is to ensure timely activation of the services. Virtual Surveyor nv guarantees that activations of subscriptions, changes in subscriptions will be processed within one business day after the order date and that online publications of Terrain Data will be processed within five business days after reception of a working download link.

In the event that the activation of the Services is not processed within the guaranteed time frame, You will not be entitled to a refund but will receive service credits equaling the value of the delay time in respect of the service level you are subscribed to.

TRIAL PERIOD

If you registered for a trial use of the Services ("Trial Period"), you will have a selected set of functionalities (“Plan”) from the Services available to you during the Trial Period. The Plan made available to You during the Trail Period can be changed at any time at the sole discression of Virtual Surveyor nv. You are only entitled to one trial per computer.

By your use of the trial version of the Services you understand and agree that after the amount of time specified in the website or disclosed during the presales process for the the service you may not be able to continue to access and/or use such trial services or any data you have entered into such service unless you purchase an appropriate subscription to the Services. 

FREE PLAN

A “Free Plan” is any Plan that is offered at no cost and has a monthly billing cycle. The Virtual Surveyor Software automatically degrades to a Free Plan after the Trial Period expired. Free Plans are offered at the discression of Virtual Surveyor nv only and can be witheld, revoked or cancelled at any time. Plans that are offered at no cost might have restrictions in their usage. Virtual Surveyor nv may stop accepting new subscriptions for the free plan type at any time but if customer has a free plan it will remain so as long as these plans are supported or customer upgrades to a higher version.

STARTING, BILLING AND RENEWING A SUBSCRIPTION

This Agreement commences on the Effective Date. The initial term will be as you select the Billing cycle during the Online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Service by completing the Online subscription form, or on the start date of the Order Form.

Virtual Surveyor nv charges and collects in advance for use of the Service.

At the end of each Billing cycle, a subscription will be renewed automatically. Virtual Surveyor nv will automatically issue an invoice and bill your credit card or as otherwise mutually agreed upon. Any renewal of your services is subject to the Virtual Surveyor nv then current terms of service and payment of all applicable service fees at the time of renewal.  Virtual Surveyor nv shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of all or part of the Service.

You agree to provide Virtual Surveyor nv with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized account contact. You agree to keept this information current, complete and accurate. Virtual Surveyor nv relies on this information to send You important information and notices regarding your account and Services. If the contact information you have provided is false or fraudulent, Virtual Surveyor nv reserves the right to terminate your access to the Services in addition to any other legal remedies.

If you believe your bill is incorrect, you must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

CHANGING A SUBSCRIPTION

Definitions

The following definitions shall apply when YOU want to change your subscription:

  • “UPGRADE” means that the cost of your changed subscription (due on the next billing period) is larger then the cost of your current subscription.
  • “DOWNGRADE” means that the cost of your changed subscription (due on the next billing period) is smaller then the current cost of your current subscription.
  • “BILLING CYCLE” means the time period after which a new invoice for your subscription is sent and your subscription is renewed.

YOU can change your subscription at any time by contacting VIRTUAL SURVEYOR nv’s customer support. You can change the following properties of your subscription: (i) PLAN, (ii) USERS quantity, and (iii) BILLING CYCLE.

Effect on Payments
Changing a plan will effect the payments YOU make to VIRTUAL SURVEYOR nv in the following way: (i) An upgrade from the FREE PLAN to any paying plan will immediately be billed to YOU, (ii) for any upgrade, the credit card that YOU provided will immediately be charged the difference in plan cost, prorated for the remaining time in your BILLING CYCLE, and (iii) for any downgrade, the credit card that YOU provided will be charged the new rate on your next billing cycle and there will be no refunds.

Effect on Service Level

Changing a plan will effect the service level YOU receive from VIRTUAL SURVEYOR nv in the following way: (i) for any upgrade, the service level will be increased immediately and activated according the terms described in the the section on Activation of the Services, (ii) for any downgrade, the service level will be reduced at the end of the billing cycle.

CANCEL AND REACTIVATE YOUR SUBSCRIPTION

You can cancel a subcription at any moment durying the Billing cycle, effective only upon the expiration of the then current Billing cycle. You can terminate your subscription at any time by contacting Virtual Surveyor nv’s customer support. Upon cancelling a subscription, this Agreement will remain affective and your Customer Data will not be deleted

Upon expiration of the then current Billing cycle, your access to the Services will be downgraded to accomodate the service level you are entitled to based on any other subscriptions you have signed up to, if any. You agree and acknowledge that Virtual Surveyor nv has no obligation to retain any Terrain Data and that such Terrain Data may be irretrievably deleted if you do not renew your subscription.

You can reactivate your subscription at any moment by contacting customer support.

TERMINATION

Either Party may terminate this Agreement at any moment durying the Billing cycle, effective only upon the expiration of the then current Billing cycle. You can terminate your subscription at any time by writing to Virtual Surveyor nv’s customer support. Virtual Surveyor nv will notifiy You at least thirty (30) business days prior to the renewal date of the Billing cycle.

In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. 

TERMINATION FOR CAUSE

Any unauthorized use of the Services will be deemed a material breach of this Agreement. Any breach of your payment obligations will be deemed a material breach of this Agreement where such breach has not been cured within thirty (30) days of notice of such breach. 

CONSEQUENCES OF TERMINATION

Upon termination, etiher begin upon Termination or for Cause, your access to the Services will be denied and you or your staff will no longer be able to access any form of Support. You agree and acknowledge that Virtual Surveyor nv has no obligation to retain any Customer Data  or Terrain Data and that such Customer Data or Terrain Data may be irretrievably deleted if you do not renew your service contract.

SERVICE ACCESS

Excluding maintenance periods and downtime, you may electronically access and use the Services 24-hours a day, 7-days a week.

Virtual Surveyor nv may change, suspend or discontinue any aspect of the Services at any time, without prior notice or liability provided; however, that such change, suspension or discontinuation is, in Virtual Surveyor nv’s reasonable estimation, necessary for improvement or protection of the Services and/or its customers with any such decision to change, suspend or discontinue any aspect of the Services being at the sole discretion of Virtual Surveyor nv.

SUPPORT

Virtual Surveyor nv will provide reasonable customer support service via email ("Support Services") Monday through Friday, from 9.00 a.m. until 5.00 p.m. local Virtual Surveyor nv support facility time from the support center closest to you (except on those days designated as public holidays). Virtual Surveyor nv currently provides support from Belgium. All Support Services will be limited to issues surrounding the service only and Virtual Surveyor nv does not guarantee a response time unless otherwise stated in your agreement. 

Services not included in Technical Support Services.

VIRTUAL SURVEYOR nv does not provide free technical support for the following, you must have a support contract or pay for consulting services if you need help with: 

  • detailed training on how to use Virtual Surveyor software.
  • photogrammetry services
  • on-site visits
Services related to training and consultation are not included in technical support services, and VIRTUAL SURVEYOR nv is not obligated to perform such services; however, VIRTUAL SURVEYOR nv shall undertake reasonable efforts to accommodate any request by the Customer for training and/or on-site consultation services, and VIRTUAL SURVEYOR nv shall charge its then-current rates for time and materials for such services.

FAIR USE

Virtual Surveyor nv does not include any specific limits for customers on their use of disk storage and bandwidth as part of the Services. However, this commitment is subject to your fair use of the Services. Fair use means that: (a) your use is in compliance with all applicable laws and does not infringe any third party intellectual property rights; (b) your use is for your own enterprise and does not include an outsourcing, service bureau or general file sharing function; and (c) your use is otherwise in compliance with the Virtual Surveyor nv terms of service and does not affect Virtual Surveyor nv’s ability to provide the Services to other users. Currently, storage of over 150 GB of data stored or 100 GB transferred per month is considered an unfair usage of our Service. Your use of the Service that exceeds this amount or that otherwise constitutes unfair usage maybe subject to additional fees, in Virtual Surveyor nv’s discretion. Virtual Surveyor nv reserves the right to modify this limit from time to time.

If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Virtual Surveyor nv) of other Virtual Surveyor nv customers, Virtual Surveyor nv reserves the right to immediately disable your account or limit your bandwidth until you can reduce your bandwidth consumption subject to our fair use terms. Note that this is a general clause to protect Virtual Surveyor nv and its customers should the Services be attacked or otherwise have its servers and related services abused by extraordinary loads and not designed as a general limit on customer usage.

ACCESS RESTRICTIONS

You may not access the Services if you are a direct competitor of Virtual Surveyor nv, except with Virtual Surveyor nv's prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or Content provided by Virtual Surveyor nv in any way; (ii) modify or make derivative works based upon the Services or the Content; (iii) create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.

All license transfers are subject to written approval by Virtual Surveyor nv and will be subject to a transfer fee determined by Virtual Surveyor nv in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Virtual Surveyor nv regarding the transfer of your license to a new company.

You shall not. (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) intentionally send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) intentionally interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.

SERVICE OUTAGE

Virtual Surveyor nv will not be liable, and you will not be entitled to a refund, for service outages, including, but not limited to those caused by or related to maintenance issues, servers, the technology that underlies the Services, failures of Virtual Surveyor nv direct or indirect service (including, but not limited to, telecommunications, hosting and power), computer viruses, natural disasters or other destruction or damage to Virtual Surveyor nv facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, third party interference or other causes beyond Virtual Surveyor nv‘s reasonable control.

SERVICE LEVEL AGREEMENT

Virtual Surveyor nv shall use all reasonable commercial efforts to ensure that the Virtual Surveyor Online Service is available to you but no guarantee is given on its availability.

FEES AND TAXES

As consideration for the services you purchased, you agree to pay Virtual Surveyor nv the applicable service(s) fees set forth on our website at the time of your selection, or, if applicable, upon receipt of your invoice from Virtual Surveyor nv. All fees are due immediately and are non-refundable. The fees for the Services are based on the number of Users and the subscription fee per Plan in a given Billing cycle.

Dependant on your country, fees are in EUR, USD, AUD, GBP or CAD and all payment obligations are non-cancelable and all amounts paid are nonrefundable. All fees exclude taxes where applicable. If Virtual Surveyor nv is required to pay any sales, use, VAT, GST or other taxes in connection with the Services, other than taxes based on Virtual Surveyor nv’s income, such taxes will be billed to and paid by customer. 

LATE PAYMENTS

Where payment is made in regular payments for the Service, if any of the payments is not made on time during the agreed payment period the service might be suspended until payment has been received. You will continue to be charged for subscriptions during any period of suspension.  You will have fourteen (14) days to make any payment, after which time the Service may be revoked and full payment will immediately become due. You will still be liable for the full amount of any contract plus any fees to re-instate the Services and any interest owing due to late payment. Virtual Surveyor nv may also terminate the service at its discretion due to late payment after giving you notice and thirty (30) days to cure the non-payment.

REPRESENTATION

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Virtual Surveyor nv represents and warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Services will perform substantially under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.

VERSIONS AND INTEROPERABILITY

Virtual Surveyor nv offers versions of Services, these have been developed over time and include different operational capabilities and offer differing features and functions. You have access to the latest version of the Services for as long as you have an active subscription. Virtual Surveyor nv does not warrant interoperability between service versions nor does it warrant feature compatibility between versions as they can be very different technologically and therefore how they work in the field may vary.

ACCOUNT ACCESS

At this moment it is not possible to access your account information online.

CUSTOMER AND TERRAIN DATA

Virtual Surveyor nv does not own any data, information or material that you submit to the Services in the course of using the Services, being it geographic data (“Terrain Data”) that can be published online with the Services, or any other data ("Customer Data").  You, not Virtual Surveyor nv, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data or Terrain Data, and Virtual Surveyor nv shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data or Terrain Data. In the event this Agreement is terminated, Virtual Surveyor nv will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Virtual Surveyor nv reserves the right to withhold, remove and/or discard Customer Data or Terrain Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data or Terrain Data immediately ceases, and Virtual Surveyor nv shall have no obligation to maintain or forward any Customer Data or Terrain Data. Virtual Surveyor nv agrees to use a reasonable degree of care to protect confidential information and Customer Data or Terrain Data.

LICENSE TO CLIENT DATA

You hereby grant to Virtual Surveyor nv, and you agree to grant to Virtual Surveyor nv, a royalty-free, nonexclusive, irrevocable, limited right and license to access and log (i) any information concerning users' actions and entries in the Services, (ii) any data or other information you provide to Virtual Surveyor nv ("Customer Data" or “Terrain Data”) for the purposes of (a) providing you with reports, (b) compiling aggregate data derived from your use to compile statistics, metrics, insights and general trend data about the Services usage for, among other things, service improvements, marketing and promotional purposes. This information will be presented only in aggregate form, and in no event will we compile specific data that identifies clients or clients' visitors without client permission. You represent and warrant that you have all rights, licenses, and consents required to license Customer Data or Terrain Data to Virtual Surveyor nv on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.

AGENTS

You agree that, if your agent, (e.g., your administrative contact, reseller, distributor, employee) purchased our Services on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our services ratifies any unauthorized actions of your agent. By using your account or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our Services on your behalf, that he or she is authorized to bind you to the Terms of Service of this Agreement, that he or she has apprised you of the Terms of Service of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your agent.

INDEMNIFICATION

You shall indemnify and hold Virtual Surveyor nv, its directors, employees, attorneys and shareholders harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) in connection with any claim by a third party arising out of (1) any claim that if proven true would constitute a material breach of this Agreement by You, (2) any use or alleged use of your or your license codes by any person, whether or not authorized by you, which you know of or reasonably should have known of, or (3) any claim arising out of the material provided by you for which we provide Services, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement or misappropriation, trademark infringement or misappropriation, other intellectual property right infringement or misappropriation and any claim or liability relating to the content, quality, or performance of materials that you submit to or use with the Services. You may not enter into a settlement affecting or obligating Virtual Surveyor nv without its prior written consent. Virtual Surveyor nv reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

DISCLAIMER OF WARRANTY

VIRTUAL SURVEYR NV PROVIDES THE SERVICES "AS IS" AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE.

VIRTUAL SURVEYOR NV DOES NOT WARRANT THAT THE FUNCTIONS FOR THE SERVICES WILL MEET YOUR REQUIREMENTS, ARE ERROR-FREE OR THAT DEFECTS IN THE SERVICES CAN BE CORRECTED. YOU ACKNOWLEDGE THAT VIRTUAL SURVEYOR NV HAS NOT REPRESENTED OR WARRANTED THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR WITHOUT DELAY. YOU ACKNOWLEDGE THAT VIRTUAL SURVEYOR NV HAS NOT REPRESENTED THAT THE SERVICES WILL PREVENT ALL UNAUTHORIZED USE OF YOUR CUSTOMER DATA OR TERRAIN DATA. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY RESPECTING THE SERVICES BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES BY ANY OTHER VIRTUAL SURVEYOR NV CUSTOMER OR USER OF THE SERVICE.

IN NO EVENT SHALL VIRTUAL SURVEYOR NV OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS OR SPECIAL DAMAGES, EVEN IF VIRTUAL SURVEYOR NV OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE FOREGOING LIMITATION MAY NOT APPLY. 

THE INFORMATION PROVIDED IN THE VIRTUAL SURVEYOR NV HELP DESK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. VIRTUAL SURVEYOR NV DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIRTUAL SURVEYOR NV OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Virtual Surveyor nv and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to. (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your licens codes; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or Services provided under this agreement; (6) loss or liability that you may incur in connection with our processing of your subscription Customer Data or Terraın Data, our processing of any authorized modification to your account record or your agent's failure to pay any fees; (7) loss or liability as a result of the application of our dispute policy; or (8) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in SSL, HTTPS, or any other standard not under Virtual Surveyor nv’s sole control.

Some countries do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not fully apply to you. In such countries, our liability and that of our third party providers and their respective agents shall be limited to the greatest extent permitted by law. No person who is not a Party to this Agreement shall be entitled to enforce any terms of the same.

INTERNET DELAYS

SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VIRTUAL SURVEYOR NV IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. You understand that Virtual Surveyor nv uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. You understand that the technical processing and transmission of the Services, including Customer Data or Terrain Data, may be transferred unencrypted and involves (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

CUSTOMER DATA PROTECTION

Virtual Surveyor nv shall have reasonable protection in place to minimize the risk of the Customer Data or Terrain Data becoming lost or accessed in an unauthorized manner using the Services. Virtual Surveyor nv does not guarantee the security of the Services and Virtual Surveyor nv will not be responsible in the event of any infiltration of its security systems. Virtual Surveyor nv does not guarantee that your Customer Data or Terrain Data cannot be used by an end user without first being activated by the Services. You acknowledge that all security and data protection systems are inherently fallible.

INFORMATION

You acknowledge that, in providing the Services, Virtual Surveyor nv could rely upon information, instructions and services from You, your employees and agents and other third parties. You fully assume the risk associated with errors in such information, instructions and services provided that Virtual Surveyor nv has accurately transmitted data and/or complied with your instructions.

PRIVACY POLICY

The privacy policy sets forth your and our rights and responsibilities with regard to your personal information. Our privacy policy is located on our Web site at https://www.virtual-surveyor.com/privacy-policy and is not incorporated herein.

EXPORT RESTRICTIONS

You will fully comply with all relevant export laws and regulations, including, but not limited to, the E.U. Regulation (EC) No. 428/2009 on control of exports, transfer, brokering and transit of dual-use items, and the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Services, any portion thereof or any materials, items or technology relating to Virtual Surveyor nv‘s business or related technical data or any direct product thereof to any Restricted Person.

FORCE MAJEURE

Neither party will be liable for any failure or delay in performing any obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts, omissions laws or regulations, labor strikes or difficulties, communications systems breakdowns or failure of the Internet, hardware or software failures (other than those attributable to the party hereto that has failed to perform hereunder), transportation stoppages or slowdowns or the inability to procure supplies or materials. If any of these causes continue to prevent or delay performance for more than 14 days, the affected party may terminate this Agreement, effective immediately upon written notice to the other party. Notwithstanding the foregoing, this section shall not apply to requirements to make payments.

DISPUTE RESOLUTION

Except for the right of either party to seek equitable relief, any and all claims, disputes or controversies arising under, resulting from, or related to this Agreement (“Dispute”), excluding any Dispute relating to the validity or infringement of any intellectual property right, shall be resolved by negotiation, mediation and, if necessary, arbitration, as follows.  The party raising such Dispute shall promptly advise the other party in writing describing in reasonable detail the nature of such Dispute (“Notice of Dispute”).  The senior management of the parties shall negotiate in good faith to resolve the Dispute; but if they have not done so within thirty (30) days, the parties shall submit the Dispute to mediation.  Within five (5) business days after the end of such thirty days, each party shall select for itself a representative having authority to bind such party and so advise the other party.  Within ten (10) business days thereafter, the party against whom the Dispute is raised shall select a mediation organization in Belgium and shall notify the other party thereof in writing, the mediation to be scheduled on a date within thirty (30) days thereafter.  The parties shall enter into good faith mediation, and each party shall bear its own costs and an equal share of the costs of the mediator and the mediation organization.  The parties shall hold in confidence the content and result of the mediation.  If the representatives of the parties shall not have been able to resolve the Dispute within fifteen (15) business days after such mediation hearing, then any and all Disputes shall be resolved by final and binding arbitration in Belgium according to the CEPANI Rules of Arbitration.  The arbitration panel shall be composed of three arbitrators appointed in accordance with the said rules, and the arbitration shall be conducted in the English language. The arbitrators are bound by the terms of this Agreement. Brussels shall be the place of arbitration.

No claim or action, regardless of form, arising out of this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.

Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 

RELATIONSHIP OF PARTIES

You and Virtual Surveyor nv are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Virtual Surveyor nv.

CONTROLLING LAW

This Agreement will be governed by the laws of Belgium and you submit to the jurisdiction of the courts of Belgium. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods.

Virtual Surveyor nv may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its Services (“Feedback”). You agree that Virtual Surveyor nv may, in its sole discretion, use the Feedback you provide to Virtual Surveyor nv in any way, including in future modifications of the Services, multimedia works and/or advertising, marketing and promotional materials relating thereto. You hereby grant Virtual Surveyor nv a perpetual, worldwide, fully transferable, sub-licensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit any information you provide to Virtual Surveyor nv in the Feedback.

Virtual Surveyor nv may change this Agreement from time to time effective upon posting of the modified Agreement on its website. Please review the Agreement periodically on this website for changes. Virtual Surveyor nv has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, including but not limited to, Internet based services, pricing, technical support options, and other product-related policies, upon reasonable notice, including but not limited to posting information concerning such change in the Services selected by you. Your continued use of the Services after Virtual Surveyor nv‘s publication of any such changes shall constitute your acceptance of this Agreement as modified.

INTELLECTUAL PROPERTY OWNERSHIP

Virtual Surveyor nv alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Virtual Surveyor Technology, the Content and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the Virtual Surveyor Technology or the Intellectual Property Rights owned by Virtual Surveyor nv. The Virtual Surveyor logo is a trademark of Virtual Surveyor nv and no right or license is granted to use them. The look and feel of the Service is copyright Virtual Surveyor nv. All rights reserved. You may not duplicate, copy, or reuse any portion any visual design elements without express written permission from Virtual Surveyor nv.

THIRD PARTY SOFTWARE

Virtual Surveyor nv may from time to time use within its own products software code and utilities from third parties, some of which may be licensed under GPL. In all these cases the terms of these licenses will apply to your use of this third party.

END USER LICENSE AGREEMENT

This Agreement supplements the End User License Agreement ("EULA") which may be contained within versions Virtual Surveyor Software offered through the Services. This EULA are to be found with the Virtual Suveyor Software itself as part of the installation and execution of this Software. In the event of a conflict between the terms of this Agreement and the terms of the EULA, the terms of this Agreement will control. Terms not defined herein shall have the meanings ascribed to them in the EULA.

BANKRUPTCY

If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, or enters into debtors protection the other party may cancel any unfulfilled obligations. Entering into bankruptcy shall entitle Virtual Surveyor nv to terminate this Agreement for "cause" immediately upon written notice.

TRANSFER AND CHANGE OF CONTROL

This Agreement may not be transferred by either of us without the prior written approval of the other except that either of us may assign this Agreement without prior permission to (i) a parent or subsidiary, (ii) an acquirer of assets (unless such an acquisition was a result of Bankruptcy), or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

Any actual or proposed change in control of you that results or would result in a direct competitor of Virtual Surveyor nv directly or indirectly owning or controlling 50% or more of you shall entitle Virtual Surveyor nv to terminate this Agreement for "cause" immediately upon written notice. 

SURVIVAL

Any provisions in these Terms of Service which by their nature extend beyond the termination or expiration of any sale or license of the service will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

SEVERABILITY AND WAIVER

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Virtual Surveyor nv‘s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Virtual Surveyor nv‘s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Virtual Surveyor nv‘s to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Neither party's failure to exercise or delay in exercising any of its rights under these terms will constitute or be deemed a waiver or forfeiture of those rights.

ELECTRONIC BUSINESS

The decision whether to do business electronically is yours. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Services for as long as you remain a subscriber to or use the Services.

Virtual Surveyor nv may be required by law to send “Communications” to you that pertain to the Services, the use of information you may submit to Virtual Surveyor nv, and the service level you choose. Certain third party services you choose may require Communications with the third parties who administer these programs (“Third Party Services”). You agree that Virtual Surveyor nv, on behalf of itself, and others who administer such Third Party Services, may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites. You consent to receive these Communications electronically. The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services and Third Party Services. If you later decide that you do not want to receive future Communications electronically, write to us. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Services.

We do not provide ISP services. You are responsible at your expense for access to the Internet and this website and any necessary hardware and software and obtaining your own Internet Service Provider. You agree to notify us promptly of any change in your email address or other Registration Data.

SPECIAL OFFERS

From time to time Virtual Surveyor nv may offers clients and prospects special offers and discounts. All such offers are subject to our normal terms and conditions, they are always at the sole discretion of Virtual Surveyor nv and can be canceled or terminated at any time.  

Special offers and discounts are provided "as is" and cannot be exchanged for a cash equivalent.

If for any reason the special offers and discounts are not capable of running as planned for any reason Virtual Surveyor nv reserves the right in its sole discretion, to cancel, terminate, modify or suspend the special offer or discount.

ENTIRE AGREEMENT

This Agreement is the complete agreement between You and Virtual Surveyor nv and sets forth the entire liability of Virtual Surveyor nv, its corporate affiliates and its Suppliers and your exclusive remedy with respect to the Services and its use. Any modification or waiver of the terms herein by Virtual Surveyor nv must be in a writing signed by an authorized representative of Virtual Surveyor nv and expressly referencing the applicable provisions of this Agreement.

If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be interpreted to accomplish the objectives of such provision to the fullest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

This Agreement may not be assigned by you without the prior written approval of Virtual Surveyor nv, but may be assigned without your consent by Virtual Surveyor nv to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Services, in whole or in part, (c) a successor by merger. Any assignment in violation of this section will be void. Failure to prosecute a party's rights will not constitute a waiver of any breach.

This Agreement has been written in the English language and you waive any rights you may have under the law of your country or province to have this Agreement written in any other language.

NOTICE

Virtual Surveyor nv may give notice by means of a general notice on the Services, electronic mail to your e-mail address on record in Virtual Surveyor nv customer relationship management system, or by written communication sent by mail to your billing address. You may give notice to Virtual Surveyor nv at any time by electronic email or by written communication sent by mail to our contact address (See Virtual Surveyor nv contact details).

VIRTUAL SURVEYOR NV CONTACT DETAILS

Virtual Surveyor nv

Philipssite 5 Box 20

B-3001 Leuven, Belgium,

info@virtual-surveyor.com

Registered in the Crossroads Bank for Enterprises in Belgium with number 0871.935.077

COPYRIGHT NOTICE

Copyright Virtual Surveyor nv. All rights reserved. The Virtual Surveyor logo is a trademark of Virtual Surveyor nv. Other products or company names are or may be trademarks or registered trademarks and are the property of their respective companies. The information in this document is subject to change without notice and should not be construed as a commitment by Virtual Surveyor nv. No part of this publication may be reproduced, photocopied, stored on a retrieval system, or transferred without the expressed prior written consent of Virtual Surveyor nv.

VERSION

These Terms of Service are effective from 14 March 2016. Contact us if you require information about modifications compared to previous versions of the Terms of Service. Version reference: TS2016.01.


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