This is a binding contract. Please read it carefully before using colormass.
colormass (sometimes “our” or “we”) provides 3D visualization and related software (the "Software"), support services and other 3D visualization-related services ("3D Services"), provided through or in connection with our website, accessible at colormass.com (the "Site"). Except to the extent you and colormass have executed a separate agreement, these terms and conditions exclusively govern your access to and use of the Software, 3D Services and Site (collectively, the "Services"), and constitute a binding legal agreement between you and colormass (the "Terms"):
colormass has several policies (the "Policies") that form part of these Terms:
The "Agreement" refers to these Terms and the Policies together.
The general idea of this Agreement is that we grant you a license to use the Services, and in return you pay us and agree to abide by our terms and policies. Your failure to abide by your obligations under these policies constitutes grounds for suspension or termination of your account and revocation of your access to the Services.
This Agreement takes effect when you click an "I Accept" button or checkbox presented with these terms, sign a contract that incorporates these terms by reference, or, if earlier, when you use any of the Services (the "Effective Date").
"Acceptable Use Policy" means the policy currently available at www.colormass.com/legal/acceptable-use-policy, as it may be updated by us from time to time.
"Billing Policy" means the policy currently available at www.colormass.com/legal/billing-policy, as it may be updated by us from time to time.
"Privacy Policy" means the policy currently available at www.colormass.com/legal/privacy-policy, as it may be updated by us from time to time.
"Support Policy" means the policy currently available at www.colormass.com/legal/support-policy, as it may be updated by us from time to time.
"Content" means images, text, graphics, CAD drawings, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music.
"Your Content" means Content you or any End User (a) causes to interface with the Services, or (b) uploads to the Services under your account or otherwise transfers, processes, uses, or stores in connection with your account.
"End User" means any individual or entity that directly or indirectly through another user:
The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own colormass account, rather than your account.
"High Risk Activity" means any activity where the failure of a supporting computer system could lead to death, personal injury, or severe physical or environmental damage, such as the operation of nuclear facilities, aircraft navigation, or direct life support systems.
You must be at least eighteen (18) years of age to use the Services. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement and you agree to be bound by this Agreement on behalf of that organization. colormass may, in its sole discretion, refuse to offer the Services to any person or entity, and may change its eligibility criteria at any time.
To access the Services, you must create a colormass account. You may also need to create a colormass organization account, if one does not exist already.
When you register for the accounts, you may be required to provide us with some information about yourself, such as your phone number or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate at all times. You are responsible for all activities that occur under your accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You may create additional user accounts for users within your organization.
Each colormass user account is protected by credentials. You are responsible for maintaining the security of your credentials. colormass and our affiliates are not responsible for unauthorized access to your account, except to the extent caused by our breach of this Agreement.
If you do not abide by your obligations, or if you violate our Acceptable Use Policy, we may terminate your account.
COLORMASS RESERVES THE RIGHT TO DISABLE ANY USER'S ACCESS TO ANY PART OF THE SERVICE, AND TO TERMINATE ANY USER'S ACCOUNT.
You may terminate your account and this Agreement at any time in accordance with Section 12.
Your obligations. Your obligations include, but are not limited to, the following:
Unauthorized uses. You will not violate, and will not allow third parties under your control to violate, our Acceptable Use Policy or other policies.
Please read our Privacy Policy.
You incur fees and charges based on your use of the Services. We bill as indicated in the Billing Policy or your purchase order, as applicable.
Please read our Support Policy.
The Software is protected by copyright. colormass represents that the general operation of the Software is permitted by law, does not violate any statutes, regulations or directives and, in particular, does not infringe on any third party rights.
In general, this Agreement does not grant either party any rights, implied or otherwise, to the other's Content or any of the other's intellectual property. As between the parties, you own all intellectual property rights in your data, and we own all intellectual property rights in our data and Services.
Except for Your Content, the Service and all materials stored or transferred through the Software and the Site including without limitation, software, images, text, graphics, illustrations, CAD drawings, logos, patents, trademarks, service marks, copyrights, audio, videos, music, Content belonging to other Users, are the exclusive property of colormass.
You shall have the non-transferrable, non-exclusive right, temporally restricted to the term of the Contract, to use the Service (if applicable, including a Software adaptation carried out in accordance with Section 8) via the Internet. You shall not obtain any rights beyond this.
You represent and warrant to us that:
License to access and use the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. This license is valid only during the term of this Agreement, and is revoked upon termination. All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
Our trademarks. colormass hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the colormass trademarks for the purpose of promoting or advertising that you use the colormass Services.
You hereby grant us a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, host, store, transfer, modify for the purpose of formatting for display, and distribute Your Content for the purpose of enabling us to provide you with the Services.
By uploading Your Content, you agree:
colormass shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your account to promote the Service.
You acknowledge and agree that the form and nature of the Services which colormass provides may change from time to time without prior notice. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to the Billing Policy, security patches, added functionality, and other enhancements.
The license granted in this Agreement will remain in effect, unless terminated earlier as set forth in this Agreement. Sections 7 (Intellectual Property), 12 (this Section), 14 (Indemnification), 15 (Exclusion of Warranties), 16 (Limitations of Liability), 17 (Governing Law), 18 (Dispute Resolution and Arbitration), and 19 (General Terms) shall continue to be effective after this Agreement is terminated.
Unless you have a purchase order or other contractual commitment to colormass:
You will not receive any refunds if you terminate this Agreement. If the Agreement is terminated, all of your rights under this Agreement immediately terminate and all fees and charges (including any applicable taxes) owed by you to us are due immediately, including fees and charges for in-process tasks completed after the date of termination.
We reserve the right, at our discretion, to change these Terms, as well as the Policies, on a going-forward basis at any time.
If the changed Terms or Policies materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms or Policies, as applicable. If we require your acceptance of the changed Terms or Policies, changes are effective only after your acceptance.
In the event that a change to these Terms or Policies does not materially modify your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner, or by sending an email to any address you may have used to register for an account, or through other similar mechanisms. These changes are effective upon publication of the changed Terms or Policies.
If you do not accept the changed Terms or Policies, we may terminate your access to and use of the Services. If you are under contractual commitment to colormass, we may choose not to renew your contract.
Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect between the parties at the time the dispute arose.
You agree that you will be responsible for your use of the Services, and if you harm someone or get in a dispute with someone else, we will not be involved. You agree to defend and indemnify colormass and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "colormass Entities") from and against every third-party claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COLORMASS DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. COLORMASS DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE, TIMELY, OR UNINTERRUPTED. THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES. YOU UNDERSTAND THAT YOU USE THE SERVICES AT YOUR OWN DISCRETION AND RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE COLORMASS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK.
IN NO EVENT WILL THE COLORMASS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY COLORMASS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COLORMASS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNT PAID BY YOU TO COLORMASS FOR ACCESS TO AND USE OF THE SERVICE IN THE 6 MONTHS PRIOR TO THE CLAIM.
The Agreement and the other contract documents are subject to the law of the Federal Republic of Germany to the exclusion of the German conflict of laws principles and the UN Convention on Contracts for the International Sale of Goods.
For all disputes arising from or in connection with the Agreement, including their validity, the District Court of Berlin shall have exclusive jurisdiction to the extent permitted by law.
In the interest of resolving disputes between you and colormass in the most expedient and cost effective manner, you and colormass agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COLORMASS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Notice, Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail (signature required), or if we do not have a physical address on file for you, by electronic mail ("Notice"). colormass's address for Notice is:
colormass GmbH
Bismarckstraße 10-12
10625 Berlin
Germany
The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or colormass may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or colormass must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Notices. All notices to colormass must be in writing and addressed to legal@colormass.com. You agree that colormass may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the colormass Services. By providing colormass your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
Assignment. You may not assign any part of this Agreement without our written consent. Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under this Agreement, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
Force Majeure. colormass shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
No Waiver. You agree that any delay or failure of colormass to exercise or enforce any legal right or remedy which is contained in this Agreement (or which we have the benefit of under any applicable law), for any reason, does not constitute a formal waiver of our rights and that those rights or remedies will still be available to us.
Severability. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless expressly stated.
Entire Agreement. This Agreement supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are hereby incorporated by this reference. After the Effective Date, colormass may provide you with an updated URL in place of any URL in this Agreement.
Interpretation of Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the documents will control in the following order: this Agreement, and the terms located at any URL.