Visual Estate – Terms of Service

[Last revised: 3 July, 2018]

Welcome to https://visualestate.com/ (the “Website“), a website owned and operated by Visual Estate Ltd. (the “Company” or “we“), that offers you the use of the Vizit Platform (the “Platform“) that transforms a floor plan into a virtual tour experience and offers additional services as detailed herein (all the “Services“).

1.             General

1.1.       These Terms of Service (the “Terms“) govern your (“you“, “your” or “user“) use of the Platform and Website. We strongly recommend that prior to using our services you carefully read through these Terms and any linked documents, including our Privacy Policy and Cookie Policy.

1.2.       Please note that these Terms constitute a legally binding agreement between you and the Company, and if you do not agree with these Terms or any changes hereto, you may not use the services.

1.3.       We may modify these Terms from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page and any modifications shall be effective immediately upon such publication. By continuing to use the Platform after any changes come into effect, you are deemed to agree to the revised Terms.

 

2.             Eligibility

2.1.       Our Platform is available to anyone who is at least 18 years old. By using the Platform, you represent and warrant that you are at least eighteen (18) years old and that you have the right, authority, and capacity to enter into these Terms and to abide by all the terms and conditions of these Terms.

2.2.       Further you may not use the Platform if: (i) you are prohibited by local laws and regulations from using the Platform; or (ii) you are not fully able and competent to enter into a binding contract with the Company.

 

3.             The Services

3.1.       The Services are intended for users to design, store, and share smart, virtual, three-dimensional simulations of apartments, residential space and other spaces, as planned by the user and created through the Platform (each a “Simulation“).

3.2.       All users (whether Registered or not) are afforded a limited right to browse certain areas of the Website and Platform including by using a View-Only Link generated by the Platform as further detailed in Section ‎4 below.

3.3.       Only Registered Users signed-up for a Subscription Plan, are able to create a Simulation, by uploading a floor plan (the “Plan“) to the Platform in one of the following formats: PNG; JPG; JPEG; or PDF, choose a Design Style out of the Design Style selection available on the Platform, and apply it to the Plan.

The Platform offers a pre-assembled set of domestic items, including furniture and accessories intended for residential apartments – each a “Design Style“.

3.4.       The Design Style chosen by the Registered User is automatically fitted and scaled in accordance with the Plan. The Company reserves the right to add, modify, or remove Design Styles items at the Company’s discretion and pursuant to the Company’s business collaborations and relationships with third parties.

3.5.       Registered Users shall also have access to additional Services provided through the Platform, including but not limited to the following:

(a)          upload Plans to the Platform and create Simulations as described in Section ‎3.2 above.

(b)          independently store, manage and edit all uploaded Plans and Simulations thereof;

(c)          view and display Plans and Simulations on the Platform, in any of the formats available on the Platform;

(d)          create and/or share a designated link for each Simulation, obtaining access to view the Simulation (a “View-Only Link“); and

(e)          view and manage data with respect to viewers of any of the View-Only Links, including the number of visitors, the duration of each visit and average visit time.

3.6.       You acknowledge that the above list of Services is in no way a closed list and the Company reserves the right to add features and functionalities to, or remove them from the Services, as the Platform evolves and changes over time. Such changes, should apply, may be subjected to additional terms.

3.7.       You further acknowledge that any Simulation demonstrates only the data derived from the Plan and the actual space may be different form the Simulation, including due to lighting conditions, look and feel of the construction materials and decorations used, surroundings, view, environmental conditions, etc. As such, any Simulation created through the Platform provides a mere illustration of the space and the Company does not warrant or guarantee accuracy in any Simulation and/or compatibility of such Simulation with the final space.

 

4.             View-Only Link

4.1.       Registered Users may generate a View-Only Link and share such links with their clients.

4.2.       The recipient of the View-Only Link will be able to view the Simulation and make certain temporary changes to the design based on the than available tools on the Platform, subject to these Terms.

 

5.             Managing your Account

5.1.       Each Registered User has access to a personal area that contains all the uploaded Plans, Simulations and view data (the “Dash-Board“).

5.2.       Using the Dash-Board you will be able to modify the Simulations, remove and upload Plans from the account and use additional Services as may be available from time to time.

5.3.       With respect to each uploaded Plan the Dash-Board will provide the applicable technical requirements and information regarding the ability to create a Simulation from such Plan.

5.4.       Registered Users may create private View-Only Links to their Simulations to be shared with third parties, including potential clients, in any of the formats available on the Platform.

5.5.       The Platform may allow the recipients of such View-Only Links to make certain temporary changes in the design, all as to be further defined by the Registered Users based on the than available tools on the Platform.

5.6.       It is important that prior to creating such link, you ensure that you possess the full rights required to share the View-Only Link with the intended recipients including by making it available publicly.

5.7.       You may delete a Simulation from your account using the Dash-Board. Please note that once a Simulation has been removed from the Platform, it may no longer be backed-up on the Company’s servers and therefore we encourage you to ensure you have downloaded or backed up the relevant Simulation, before deletion. Further, such deletion will automatically terminate any View-Only Links to that Simulation.

 

6.             Registration

6.1.       To obtain broader access to a fuller spectrum of the Services offered through the Platform, you are required to become a Registered User and subscribe to one of the Subscription Plans.

6.2.       In order to become a Registered User, you must provide a valid email address, your name and choose a password. We may require additional details, such as profession, role and title within the relevant organization, address, phone number etc. The Company reserves the right to require additional details in order to properly set up your Registered User account.

6.3.       If you are an entity, the person whose email address is associated with the account shall have the authority to bind such organization to these Terms.

6.4.       You are solely responsible for maintaining the confidentiality of your password and account, and agree not to transfer your email address or password, lend or otherwise transfer your use of or access to the Platform, to any third party.

6.5.       You are solely responsible for any and all activities that occur under your Registered User account. You may change your password, or any other account information, at any time by following the instructions available on your account page.

6.6.       In order to protect the security of your account, we recommend that you log out of your account after using the Platform through each Registered Device.

6.7.       You agree to immediately notify us of any unauthorized use of your account or any other breach of security related to your account or the Platform.

6.8.       When you use the Services and/or the Platform, you agree to: (i) provide certain current, complete, and accurate information about yourself when prompted to do so by the Platform, and (ii) maintain and update this information as required to keep it current, complete and accurate. If any information provided by you during your original registration is inaccurate, then the Company reserves the right to terminate your Registered User account immediately and to limit your access to the Services and the Platform.

6.9.       We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

 

7.             Subscription Plans

7.1.       The Services are provided on a subscription basis. For each type of subscription (each, a “Subscription Plan“), the designated Subscription Plan Page of the Website, provides details as to the applicable term (“Subscription Term“) and price (the “Subscription Fee“).

7.2.       Following your choice of your Subscription Plan, and you providing a valid means of payment, as part of the registration process or at any time thereafter, we will provide you with an email summarizing the terms of your Subscription Plan (the “Confirmation Email“).

7.3.       We offer all users a free-of-charge trial period of 30 days (the “Trial Period“) in which the user will be able to experience the Services offered within the chosen Subscription Plan. If you do not cancel your Subscription Plan during the Trial Period, you will be charged the applicable Subscription Fees as detailed in the Confirmation Email until the end of your Subscription Term.

7.4.       A Registered User may change or upgrade his Subscription Plan during the Subscription Term, in accordance with these Terms.

7.5.       We may add new Services for additional fees and charges, or amend fees and charges for existing Services or change the content of each Subscription Plan, at any time in our sole discretion. Such change shall not apply to any active Subscription Plan and will take effect in the subsequent Subscription Term, if the Subscription Plan is not terminated by the Registered User.

 

8.             Billing and Payment

8.1.       All prices displayed on the Subscription Plan Page are exclusive of V.A.T. and any additional tax that may apply in accordance with the applicable law, and it will be added to the price where applicable.

8.2.       The Company may use third party service providers for the purpose of billing and collection.

8.3.       We accept payment through the following payment methods: credit (non-debit) cards and pay-pal. We reserve the right to change our method of payment at any time.

 

9.             Intellectual Property

9.1.       In these Terms:

the term “Content” shall refer to all of the images, text, information, data, audio, video, graphics, media files, code, software and other materials included on or otherwise made available through or as part of the Services.

and the term “User Content” shall refer to the Content the Registered User uploads to the Platform, including the Plans, and Content the Registered User creates by using the Platform, including the Simulations.

9.2.       The Company hereby grants you, and you hereby accept a personal, non-transferable, non-exclusive license to use the Platform in order to utilize the Services, as they are provided to you by the Company, in the manner permitted by these Terms.

9.3.       The Company has the right to embed an invisible or visible digital watermark or to use other methods of coding on Simulations, inter alia, in order to keep the Simulation linked to its creator and for other technical and analytical purposes.

9.4.       the Company owns and retains, solely and exclusively, all rights, title and interest in and to the Platform, Services, and all Content that we create or make available to you through the Services, including the Design Styles and the look and feel, design and organization of the Services and the Dash-Board, including but not limited to any and all copyrights, trademark rights, trade secret rights, patent rights, moral rights, database rights and other intellectual property rights therein. The trademarks, service marks, logos and trade names displayed on or in connection with the Services are the registered and unregistered trademarks and service marks of the Company or third parties. Your use of the Services does not grant you any ownership over any Content, and except for the limited license and permission to access and use the Services that we grant you under these Terms, your use of the Services does not grant you any license or permission under any copyright, trademark or other intellectual property rights of the Company or any third party, whether by implication, estoppel or otherwise. We reserve all rights not expressly granted to you by these Terms.

9.5.       You may view Content on the Platform for your own personal, internal use in connection with your use of the Services, in accordance with the normal functionality and restrictions of the Services. We may also provide interactive features that enable you to post or share certain Content in a way that will be accessible to others, in which case you may use such features to post or share such Content, but only in accordance with the normal functionality and restrictions of such features; and such features do not imply any further permission to use any Content in any other manner.

9.6.       Except as expressly permitted in these Terms, or on the Platform, you agree not to reproduce, distribute, adapt, modify, translate, create derivative works from, publish or otherwise use any Content for any purpose without the express prior written permission of the Company. Any commercial exploitation of any images or other Content without express prior written permission from the Company is strictly prohibited.

9.7.       The Company’s name and logo are owned by the Company and constitute the Company’s intellectual property. All other trademarks appearing on the Platform are trademarks of their respective owners. Our partners may also have additional proprietary rights in the content which they make available through the Services and the Platform. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Platform should be construed as granting, by implication, estoppels or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

9.8.       Without derogating the above, you retain all of your ownership rights in your User Content. However, you hereby grant limited license rights to the Company in your User Content, according to which the Company is permitted to use, reproduce, distribute, prepare derivative works of, display, make available to the public, broadcast and publically perform your User Content in connection with promoting the Services in any media formats and through any media channels.

9.9.       When you use the Platform and the Services you represent that you have all the rights and licenses required with respect to the User Content as may be required for you to use the Platform and the Services.

 

10.         Copyright and Copyright Notices

10.1.   We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances, and at our discretion, terminate the accounts of Registered Users and/or delete Content which infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:

(a)          an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(b)          a description of the copyrighted work that you claim has been infringed;

(c)          your full name, address, telephone number, and valid email address;

(d)          a statement by you, made under penalty of perjury, that in sending your notice you are acting in good faith and that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf and that that the disputed use is in fact not authorized by the copyright owner, your agent, or the law.

 

11.         User Conduct

11.1.   You hereby warrant and undertake that you shall not, nor encourage others or permit others to:

(a)          access or attempt to access the Platform and/or data and/or materials by any means other than the interface provided by the Company, or use the Platform in any manner that could damage, disable, overburden, or impair the Company’s server or the networks connected to the Company’s server;

(b)          attempt to violate, circumvent or breach any data security, authentication procedures, accounts, passwords, servers, networks measures, all which are employed by the Company or by any third party and/or use restrictions put into place by the Company to prevent certain uses of the Platform;

(c)          violate any laws related to the access to or use of the Platform and/or violate any requirements, procedures, policies, or regulations of networks connected to the Platform and/or or engage in any activity prohibited by these Terms;

(d)          impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(e)          access the Platform while not logged onto the account and/or log into, or attempt to log into, a server or account which you are not authorized to access;

(f)           attempt to scan or test the vulnerability of the Company’s servers, system or network and/or interfere with the Website and/or Platform and/or the Services, by any means including, without limitation, hacking the Company’s servers or systems, submitting a virus, overloading, mail-bombing or crashing;

(g)          use any automated methods or tools to crawl, robot, scrape, spider or otherwise monitor or extract data from any part of the Platform without our express prior written permission (provided that we may use robot exclusion headers within the Platform and you agree to comply with any such headers);

(h)          decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any of the source code or underlying ideas or algorithms of any part of the Platform, except to the limited extent that applicable laws specifically prohibit such restrictions;

(i)            forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services or any Content to send altered, deceptive or false source-identifying information;

(j)            reproduce, sell, trade, resell or exploit for any commercial purpose, the Platform, access to the Platform and any of its metadata;

(k)          defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(l)            mirror or frame any part of the Platform on any other website;

(m)        use any meta-tags or other hidden text or metadata containing any of the Company’s trademark, URL or product name without our express prior written permission;

(n)          use any of the Company’s trademark, URL, product name or logo in any way that incorrectly suggests our affiliation with or endorsement of any person, entity, product or service; or use any other trademarks, service marks, trade dress, designs or logos that are confusingly similar to any of the Company’s trademark, product name or logo or to the look and feel of the Services;

(o)          remove, alter or tamper with any copyright, trademark or other proprietary notices or any digital watermarks or other technical measures used to indicate the source and/or ownership of any images or other Content;

(p)          assist or encourage any third party to do any of the above activities prohibited in this section or to otherwise violate any of the Company’s Terms or policy;

(q)          engage in any other conduct which, in the Company’s sole discretion, is considered inappropriate, unauthorized or objectionable.

11.2.   Without limitation to any other rights or remedies of the Company under these Terms, the Company reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

11.3.   In addition, you agree to comply with all applicable laws, regulations, and ordinances as a condition of use of the Services and/or Platform.

11.4.   In order to permit us to protect the quality of our Services, you hereby consent to our employees and representatives being able to access your account and records for any reason, in our sole discretion. We also reserve the right, but do not assume the responsibility, to monitor or review your conduct while using the Services and Platform.

11.5.   You agree to comply with the above conditions, and acknowledge and agree that the Company has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms. This may include taking court action and/or reporting offending users to the relevant authorities.

 

12.         Privacy Policy

12.1.   The Company collects information, including Personal Information for the purpose of providing the Services.

12.2.   You hereby acknowledge and agree that the Company and its affiliates may disclose to third parties aggregate data derived from user data or from any other data related to the Services, so long as such data is not personally identifiable with respect to user. 

12.3.   The Services provided by us are intended for use by our users. As a result, for much of data we collect and process with respect to the Registered User’s end-customers through the Services, we act as a processor on behalf of our Registered Users.

12.4.   The Company’s protection of data and collection practices for data is reflected in the Company’s Privacy Policy. You agree to the Company’s use of your data in accordance with the Privacy Policy.

 

13.         Availability

13.1.   The Company undertakes that it will use its reasonable best efforts to attempt to provide the Services and access to the Platform 24 hours a day, 7 days a week. However, there will be occasions when access to the Platform will be interrupted for maintenance, upgrades and repairs that you acknowledge is a necessary function conducted by the Company or as a result of failure of telecommunications links and equipment that are beyond the Company’s control. The Company shall bear neither responsibility nor liability for any loss of revenue that may result from such downtime.

13.2.   The Company may modify or discontinue, temporarily or permanently the services and/or the Platform, or any portion thereof. In such case, the Company will notify you in advance and provide you an opportunity to access your account prior to discontinuation.

13.3.   The Company may, from time to time, release new tools and resources on the Platform or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms as well as any additional terms of use that we may release for those specific services or features.

13.4.   The Company may limit the Platform’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

 

14.         Liability

14.1.   We are not responsible for any User Content. We only provide the technical means, and a venue, for Registered Users’ Content to be uploaded, shared and accessed. We specifically disclaim any liability with regard to any actions resulting from Registered User’s use of or participation in, or arising from, the Platform and the Content, including any claim with respect to the accuracy of the Simulation, incompatibility and deviation.

14.2.   To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless the Company, its subsidiaries or affiliates and any officers, owners, directors, shareholders, consultants, agents and employees of the foregoing, from any indirect, incidental, exemplary, punitive, special or consequential demands or damages (actual and consequential) of every kind and nature, known or unknown, suspected and unsuspected, including reasonable attorneys’ fees, or any damages for loss of profits, revenue, data, use, goodwill or other intangible losses, arising out of or in any way connected with your use or inability to use the Services and/or Platform, including but not limited to: (i)Your use or misuse of the Platform; (ii) distribution of you Simulations; (iii) Violation of these Terms; (iv) Intellectual property infringement by Simulations; (v) Your use of any Simulations, whether created by you or not.

14.3.   You expressly waive any benefit or protection, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

14.4.   In no event will the total liability of the Company and our officers, owners, directors, shareholders, consultants, agents and employees for any claim related to the Services exceed the greater of 500 EUR or the total amount paid by you to the Company in relation to the Services, if any, during the three (3) months before the act or omission giving rise to the claim.

14.5.   The limitations in this section apply to all claims, whether based on warranty, contract, tort (including negligence), strict liability or any other legal theory, whether or not we have been advised of the possibility of such damages, even if a remedy set forth in these Terms is found to have failed its essential purpose. Some jurisdictions do not allow the exclusion of consequential or incidental damages, so some of the exclusions in this section may not apply to you.

14.6.   The Company assumes no liability for any computer virus or similar code that is downloaded to a Registered User’s computer from the Platform.

14.7.   The Company will not be liable for any loss that you may incur as a result of someone else using your password or account or account information in connection with the Platform, either with or without your knowledge.

 

15.         Termination and Modification of the Services

15.1.   You agree that we, in our sole discretion, may terminate your password, account (or any part thereof) or use of the Services and the Platform, for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms.

15.2.   We may also terminate your account upon receiving reliable information involving your violation of any law, and will cooperate with law enforcement agencies on such matters. We may also, in our sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice.

15.3.   You agree that any termination of your access to the Platform under any provision of these Terms may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account, and/or bar any further access to such files or the Services. Further, you agree that we shall not be liable to you or any third party for any termination of your access to the Platform.

 

16.         Customer Support

16.1.   You may contact the Company in connection with anything related to the Platform and/or the Services at any time via our customer support, which is available at contact@visualestate.com.

16.2.   Any communication with the Company’s customer support will be handled in the utmost care and without any delay by the Company’s customer support representatives and will be escalated to the relevant people where necessary.

 

17.              Notices

17.1.        All notices to be given by the Company will be sent by email, to the email address provided by you to the Company during the registration process. You agree to monitor your email messages and/or the Platform frequently to ensure awareness of any notice sent.

17.2.        Any notice to the Company will be given by contacting the Company by emailing us at contact@visualestate.com.

17.3.        The Company may broadcast, distribute or display notices or messages through the Platform to inform you of changes to these Terms, the Services and the Platform, the Privacy Policy or other matters of importance. Such broadcast, distributions or displays of information shall constitute notice to you.

17.4.        Notices shall be deemed given 24 hours after an email is sent. Alternatively, legal notices may be given to the registered address provided by you during the registration process. In such case, notice shall be deemed received three days after the date of mailing.

 

18.              Miscellaneous

18.1.        These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.

18.2.        These Terms shall be governed by, construed and interpreted in accordance with the laws of the State of Israel, without giving effect to any principles of conflicts of law.

18.3.        You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in courts located in Tel-Aviv and you hereby consent and irrevocably submit to the exclusive jurisdiction of such courts for the purposes of litigating any such action and you waive any jurisdictional, venue or inconvenient forum objections to such courts.

18.4.        You agree that any claim or cause of action arising out of your use of the Services and/or the Platform or these Terms must be filed within 6 months after such claim or cause of action arose or it shall be deemed waived and forever be barred, notwithstanding any status of limitations or other law to the contrary. Within this period, any failure by the Company to enforce or exercise any provisions of these Terms or related right shall not constitute a waiver of that right or provision.

18.5.        No waiver by the Company of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

18.6.        If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

18.7.        The Company may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense these Terms or any or all of your rights or obligations under these Terms without the Company’s express prior written consent.

18.8.        These Terms and the Company’s Privacy Policy and Cookie Policy are consisting the entire Terms between you and the Company relating to the subject matter herein and may not be modified by you. These Terms will inure to the benefit of the Company’s successors, assigns and licensees.

18.9.        Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.