This End User License Agreement ("EULA”) is a binding agreement between you
(“you” or “your”), as the end user of the services described in this EULA, and View the Space, Inc., including its subsidiaries Rise Buildings, LLC and VTS Lane, Inc. (together “VTS”).
This EULA governs your access to and use of our proprietary software platform and services (the “VTS Platform”). This EULA becomes effective upon the earlier of your electronic acceptance of its terms or your access to or use of the VTS Platform. BY ACCESSING OR USING THE VTS PLATFORM OR OTHERWISE INDICATING ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
We may revise and update this EULA from time to time in our sole discretion. Any updates are posted on this page. All changes are effective immediately when we post them and apply to all access to and use of the VTS Platform thereafter. Your continued use of or access to the VTS Platform after we make any updates are deemed to be acceptance of those updates. You are encouraged to review the EULA periodically for any updates.
- License Grant and Scope.
- Grant of
License. Subject to the terms and conditions of this
EULA, VTS grants to you a
limited, non-exclusive, non-transferable, non-sublicensable license to access and use the VTS
Platform. The foregoing license to the VTS Platform shall be solely for your personal,
non-commercial use, and you shall not permit access to or use of your log-in credentials to the
VTS
Platform to any other person or entity. - Prohibitions. Under no circumstances may you: (a) copy, reproduce, modify, create
derivative works based on, decompile, reverse compile, disassemble, or reverse engineer the VTS
Platform or any portion thereof; (b) unbundle, sublicense, assign, transfer, display,
distribute,
rent, or lease the VTS Platform, or any portion thereof, to any third party; (c) attempt to
learn,
access, decompile, reverse engineer, or otherwise derive the source code, algorithms, structure,
or
ideas upon which the VTS Platform is based; (d) copy, change, delete, alter, or hack any content
or
functionality within the VTS Platform; (e) use any device, software, or routine intended to
damage
or otherwise interfere with the proper functioning of the VTS Platform or any servers or
networks
connected to the VTS Platform; (f) introduce into the VTS Platform any virus, rogue program,
trojan
horse, worm, or other malicious or intentionally destructive code, software routines, or
equipment
components designed to permit unauthorized access to disable, erase, or otherwise harm the VTS
Platform or perform any such actions; (g) introduce into the VTS Platform any back door, time
bomb,
drop dead device, or other software routine designed to disable a computer program; (h) use any
bot,
spider, or other automatic or manual device or process for the purpose of harvesting or
compiling
information on the VTS Platform for any reason; (i) use the VTS Platform in any manner that
misappropriates or infringes any intellectual property rights of VTS or any third party; (j)
access
or attempt to access any information or content of other users of the VTS Platform, or take any
action that interferes with any other person’s use of the VTS Platform, except as
permitted by
the administrators of that other person’s account; (k) encourage any unlawful activities
when
using the VTS Platform, or post anything to the VTS Platform that is obscene, defamatory,
threatening, harassing, abusive, slanderous, hateful, or embarrassing to any person or entity;
(l)
access or use the VTS Platform for competitive purposes or to develop software or services
competitive with the VTS Platform; (m) decrypt, transfer, frame, display, or translate any part
of
the VTS Platform; or (n) grant any other person or entity the right or access to do any of the
foregoing. - Reserved Rights. All rights not specifically granted to you hereunder are reserved by
VTS. Nothing herein shall prevent VTS from promoting, providing, licensing, or sublicensing use
of
or access to the VTS Platform or providing any services to other persons or entities. VTS
reserves
the right to withdraw or modify any content or services available through the VTS Platform
without
notice. VTS may suspend or terminate your access to the VTS Platform at any time if it
reasonably believes that you have violated a prohibition listed above. - Third Party
Materials.- The VTS Platform
may
display or make available content, including data, information, forms, screenings,
surveys,
questionnaires, applications, and other products, services, materials, and/or resources,
or
provide links to websites or services, including advertising, for or on behalf of
landlords,
property managers and owners and other business partners and third parties
(collectively,
“Third Party Materials”). Any Third Party Materials, and any terms,
conditions,
warranties, or representations associated with such Third Party Materials, are solely
between
you and the applicable third party. VTS neither endorses nor exercises any control over
the
content or practices of such Third Party Materials. You acknowledge and agree that VTS
is
not
responsible for Third Party Materials, including their accuracy, completeness,
timeliness,
validity, copyright compliance, legality, decency, quality, fees, charges, or any other
aspect
thereof. VTS does not assume and will not have any liability or responsibility to you or
any
other person or entity for any Third Party Materials. Third Party Materials are provided
solely
as a convenience to you, and you access and use them entirely at your own risk and
subject
to
such third parties’ terms and conditions. - Use of Third Party
Materials may require payment of access or other charges and fees. The VTS Platform
includes
payment functionality for certain Third Party Materials through a third party payments
provider
or processor to enable credit card and ACH payments. You are responsible for all charges
and
fees related to any such payments. Use of Third Party Materials may also require you to
provide
personal or other information. With respect to Third Party Materials that you access or
use,
you
are solely responsible for complying with all terms and conditions and the privacy
policies
of
providers of such Third Party Materials.
- The VTS Platform
- Content. The use of the VTS Platform, and all content, text, graphics,
images,
audio, other materials, and any other information provided on or entered into or made available
through the VTS Platform by you (collectively, the “Content”), is solely your
responsibility. You shall comply with all laws, regulations, and rules, including, without
limitation, privacy laws applicable to the Content. You acknowledge that VTS has no obligation
to
moderate or review the Content or the use of the Content, but may do so at its discretion. By
transferring Content, you agree that VTS may process, transmit, and/or store Content only to the
extent necessary for, and for the sole purpose of, enabling VTS to perform its obligations under
this Agreement. You acknowledge that VTS may, in its sole discretion, immediately delete,
destroy,
or otherwise purge from the VTS Platform any Content after processing such information. - Termination. VTS may terminate this EULA and your access to and use of the VTS
Platform, at any time and for any reason, with or without cause. Upon the termination of this
EULA
for any reason, (a) your license to access and use the VTS Platform shall immediately and
automatically terminate, (b) you shall cease all access to and use of the VTS Platform, and (c)
you
shall immediately return to VTS any other property, equipment, and materials provided to you by
VTS
(whether modified or unmodified), or immediately destroy such property at VTS’s sole
option.
- Grant of
- User Obligations.
- Use of the VTS
Platform. You are responsible for ensuring that only you
access and use the VTS Platform in accordance with this EULA, and that you do not make
unauthorized
use of the VTS Platform. You agree to comply with all applicable laws, rules, and regulations
when
using the VTS Platform. You will not use the VTS Platform in any unlawful manner, for any
unlawful
purpose, or in any manner inconsistent with this EULA. You will not infringe on the intellectual
property rights of VTS or any third party in connection with your access to and use of the VTS
Platform. You shall use your best efforts to ensure that all Confidential Information and
VTS’s intellectual property rights are kept secure and protected from unauthorized access
or
disclosure. You shall be solely responsible for (a) the security and confidentiality of any
username
or password granted to you to access the VTS Platform, and you shall use your best efforts to
maintain the confidentiality of your password; (b) any authorized or unauthorized access to the
VTS
Platform using your username and password, and any actions taken thereunder, including, but not
limited to, any non-authorized user’s failure to comply with the terms of this EULA; and
(c)
any guest, service provider and other third parties to whom you provide access or entry
authorization through the VTS Platform. You acknowledge that access to the VTS Platform outside
of
the United States may not be legal by certain persons or entities or in certain non-U.S.
jurisdictions. If you access the VTS Platform from outside the United States, you are
responsible
for compliance with local laws. - Updates. VTS may from time to time, in its sole discretion, develop and
provide
updates to the VTS Platform, which may include upgrades, bug fixes, patches, corrections,
enhancements, improvements, and/or new functionality and features (collectively,
“Updates”). Updates may also modify or delete in their entirety certain features and
functionality. You agree that VTS has no obligation to provide any Updates or to continue to
provide
or enable any particular features or functionality. You shall promptly download and install all
Updates and acknowledge and agree that the VTS Platform or portions thereof may not properly
operate
should you fail to do so. All Updates will be deemed part of the VTS Platform and be subject to
all
terms and conditions of this EULA. - Collection and Use of
Information. You agree that when you register and use the
VTS
Platform, VTS may collect and use information about you and your use of the VTS Platform. You
may
also be required to provide certain information about yourself as a condition to using certain
features or functionality of the VTS Platform, including Third Party Materials, and the VTS
Platform
may provide you with opportunities to share information about yourself with third parties. All
information we collect through or in connection with the VTS Platform is subject to our Privacy
Policy, which is available on our website. By accessing and using the VTS Platform, you consent
to
all actions taken by us with respect to your information in compliance with our Privacy Policy,
located at vts.com/privacy.
- Use of the VTS
- WARRANTY DISCLAIMERS &
LIMITATION OF LIABILITY.- Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, THE VTS PLATFORM AND ANY
OF
THE RIGHTS LICENSED TO YOU HEREUNDER ARE PROVIDED BY VTS “AS IS.” YOU ASSUME ALL
RESPONSIBILITY FOR SELECTION OF ANY PRODUCT OR SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR
THE
INSTALLATION, USE OF, AND RESULTS OBTAINED FROM THE VTS PLATFORM. TO THE MAXIMUM EXTENT ALLOWED
UNDER APPLICABLE LAW, VTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, INTERFERENCE, AND PERFORMANCE. - Limitation of
Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE
LAW, UNDER NO CIRCUMSTANCES SHALL VTS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR INCREASED
COSTS,
DIMINUTION IN VALUE OR LOST BUSINESS, REVENUES, OR PROFITS, OR FOR ANY MATTER ARISING FROM OR
RELATING TO THIS EULA OR THE VTS PLATFORM, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY
TO
USE THE VTS PLATFORM, DELAYS, INTERRUPTION, LOSS OR CORRUPTION OF DATA, BREACHES IN SECURITY,
SYSTEM
INCOMPATIBILITY, LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN,
REGARDLESS
WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE AND EVEN IF VTS
WAS
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. VTS SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR
ANY
(A) ERROR IN THE VTS PLATFORM OR ANY DATA, INFORMATION, OR SERVICES INCLUDED OR INCORPORATED
THEREIN
OR OTHERWISE MADE A PART THEREOF, (B) ACT OR OMISSION BY ANY USER OF THE VTS PLATFORM, (C)
NON-COMPLIANCE OF ANY LAW, RULE OR REGULATION BY ANY USER OF THE VTS PLATFORM, (D) ACT OR
OMISSION
BY ANY GUEST, SERVICE PROVIDER OR OTHER THIRD PARTY GRANTED ACCESS OR ENTRY TO ANY HOSTED
PROPERTY
THROUGH THE VTS PLATFORM, (E) THIRD PARTY MATERIALS, OR (F) CONTENT. IN THE EVENT THAT VTS IS
FOUND
LIABLE FOR DIRECT DAMAGES, IN NO EVENT SHALL VTS’S TOTAL LIABILITY FOR DIRECT DAMAGES
EXCEED
ONE HUNDRED DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING
TO THIS EULA OR THE VTS PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION
ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. VTS shall have no
liability
for any delay in or failure of the VTS Platform caused by any disruption or slow speed of the
Internet, loss of security, or introduction of computer viruses or other harmful code by third
parties, any labor dispute, government requirement, act of God, epidemics, pandemics, disease,
or
any other cause beyond its reasonable control.
- Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, THE VTS PLATFORM AND ANY
- Intellectual Property
Rights.- Intellectual Property
Rights. As between VTS and you, VTS is and shall retain
all
right, title, interest to, and ownership of the VTS Platform and all intellectual property
rights
therein. The limited license granted to you per Section 1.1 above does not transfer title or any
other interest in or to the VTS Platform or any of VTS’s intellectual property rights
therein,
and you hereby disclaim any right, title, and interest that you may have or gain therein. To the
extent any intellectual property rights in the VTS Platform might, for any reason, otherwise
vest in
you, you hereby unconditionally and irrevocably assign to VTS all such intellectual property
rights.
You shall not contest or aid in contesting the ownership or validity of VTS’s intellectual
property rights or any applications or registrations relating thereto. - License Granted to
VTS. You hereby grant VTS a perpetual, royalty-free,
non-exclusive, worldwide, transferable, and sublicensable license to access and use all
information,
data, images, and property of any kind uploaded or contributed by you into the VTS Platform
(“Uploaded Data”) for any legal purpose related to the VTS Platform, including the
provision of services by VTS. You are and will remain the sole and exclusive owner of all right,
title, and interest in and to all Uploaded Data, including all intellectual property rights
relating
thereto to the extent there are any such intellectual property rights. Subject to the license
granted herein, VTS will not take any actions or engage in conduct inconsistent with your
ownership
of the Uploaded Data. YOU HEREBY REPRESENT, WARRANT, AND CERTIFY THAT YOU (A)(I) ARE THE SOLE
OWNER
OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO
THE
VTS PLATFORM, AND/OR (II) HAVE BEEN GRANTED PERMISSION OR OTHERWISE AUTHORIZED BY THE APPLICABLE
OWNER(S) OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY
YOU
INTO THE VTS PLATFORM, AND (B) YOU ARE NOT VIOLATING THE RIGHTS OF ANY THIRD PARTIES BY
UPLOADING
SUCH INFORMATION, DATA, IMAGES, AND PROPERTY. - Confidential
Information. As a result of your access to the VTS
Platform,
you will have access to certain Confidential Information of VTS. You shall maintain the secrecy
of
all such Confidential Information disclosed to you. You shall not use, disclose, or otherwise
exploit any Confidential Information for any purpose not specifically authorized pursuant to
this
EULA; provided that, you may produce information solely to the extent necessary to comply with
any
law, court, or administrative order. You shall use your best efforts to give VTS reasonable
prior
written notice to the extent possible and permitted by law that such Confidential Information is
being sought by a third party so as to afford VTS the opportunity to limit or prevent such
disclosure. All files, lists, records, documents, drawings, documentation, materials,
specifications, equipment, and computer programs that incorporate or refer to any Confidential
Information shall be returned, deleted, or destroyed by you promptly upon termination of this
EULA.
“Confidential Information” means all confidential, proprietary, and/or nonpublic
information of any kind, whether written or oral, relating to VTS’s business or
operations,
specifically including, without limitation: (a) the terms and conditions of this EULA or any
other
agreement executed between the parties; (b) all nonpublic information concerning the business,
technology, the VTS Platform, services, internal structure, and strategies of VTS, specifically
including, without limitation, software, product development, product pricing, product
maintenance,
source or object code, materials, documentation, VTS’s intellectual property rights,
proposals, designs, concepts, methodologies, inventions, developments, research, programs,
databases, referral sources, customers, prospective customers, inventions, developments,
“know-how,” procedures, financial information, or licensing policies; and (c) any
other
information clearly labeled by VTS in writing as “confidential” prior to its
disclosure,
otherwise deemed as Confidential Information under this EULA or which should be known or
understood
to be confidential or proprietary by an individual exercising reasonable commercial judgment
under
the circumstances. Notwithstanding the foregoing, “Confidential Information” shall
exclude information that is: (i) available to the public other than by a breach of this EULA;
(ii)
rightfully received from a third party not in breach of a contractual, fiduciary, or other
obligation of confidentiality; (iii) known to you at the time of disclosure as evidenced by your
written records at the time of disclosure; or (iv) solely to the extent produced in compliance
with
any law or court order; provided, however, that you give VTS reasonable notice that such
Confidential Information is being sought by a third party, so as to afford VTS the opportunity
to
limit or prevent such disclosure. - Feedback. If you provide any ideas, feedback, suggestions, materials,
information,
opinions, or other input to VTS, whether by letter, email, telephone, or otherwise
(“Feedback”), all such submissions are made on a non-confidential basis and VTS has
no
obligation to review, consider, or implement such Feedback, and you shall grant herewith to VTS
an
exclusive, transferable, worldwide, royalty-free, fully-paid-up license (including the right to
sublicense) to use, reproduce, modify, disclose, and otherwise exploit such Feedback as VTS may
determine in its sole discretion without any compensation or attribution. You waive and agree
not to
assert any so-called “moral rights” you may have in the Feedback, and you understand
and
agree that VTS is not obligated to use, display, reproduce, or distribute any such ideas,
know-how,
concepts, or techniques contained in the Feedback, and you have no right to compel such use,
display, reproduction, or distribution.
- Intellectual Property
- Indemnification By You. You shall indemnify, hold harmless and, at VTS’s option, defend VTS
and its officers, shareholders, directors, employees, agents, and affiliates from and against any and
all any claims, suits, actions, arbitrations, proceedings, costs, liabilities, losses, and expenses,
including, but not limited to, reasonable attorneys’ fees, resulting from, arising out of, or
related to (a) a breach or alleged breach by you of this EULA, (b) your use, misuse, or failure to
lawfully use the VTS Platform, (c) your infringement or misappropriation of any intellectual property
rights of VTS or any third party, (d) any violation by you of any law, regulation, or rule, including,
without limitation, privacy laws, in connection with your use of the VTS Platform, or (e) any
Content. - General Provisions.
- Entire Agreement; Waiver;
Severability; Survival. This EULA and our Privacy Policy
constitute the entire agreement of the parties with respect to your access to and use of the VTS
Platform and supersedes all prior agreements between you and VTS, both oral and written, with
respect to your access to and use of the VTS Platform. No failure to exercise, and no delay in
exercising, on the part of VTS, any right or any power hereunder shall operate as a waiver
thereof,
nor shall any single or partial exercise of any right or power hereunder preclude further
exercise
of that or any other right hereunder. If any term or provision of this EULA shall be held to be
invalid, illegal, or unenforceable, the remaining terms and provisions of this EULA shall remain
in
full force and effect, and such invalid, illegal, or unenforceable term or provision shall be
deemed
not to be part of this EULA. All representations, warranties, covenants, agreements,
disclaimers,
and limitations made in this EULA shall survive your acceptance of this EULA and any termination
of
this EULA. - Governing law, Venue,
Waiver of
Jury Trial; Injunctive Relief. This EULA shall be
governed by
and construed in accordance with the internal laws of the State of Illinois without giving
effect to
any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising
out
of or related to this EULA or the VTS Platform shall be instituted exclusively in the federal
courts
of the United States or the courts of the State of Illinois in each case located in Cook County,
Illinois. You waive any and all objections to the exercise of jurisdiction over you by such
courts
and to venue in such courts. You hereby irrevocably and unconditionally waive any right you may
have
to a trial by jury in respect of any action or proceeding arising out of or relating to this
Agreement. You agree that any breach of this EULA will cause VTS irreparable injury and damage.
You
expressly agree that VTS shall be entitled to injunctive and other equitable relief to prevent
such
a breach, in addition to any other remedy to which VTS might be entitled. - Assignment; Binding
Effect. You may not assign this EULA without VTS’s
prior written consent. This EULA shall be binding upon and shall inure to the benefit of the
parties
and their respective successors and permitted assigns, subject to the other provisions of this
section. - Comments. All communications regarding this EULA may be sent to
support@vts.com.
- Entire Agreement; Waiver;