BY SELECTING “AGREE”, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THE SAME. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY SELECTING “AGREE” YOU ARE ALSO DECLARING THAT YOU ARE AN INDIVIDUAL WHO IS AT LEAST 18 YEARS OLD AND YOU HAVE FULL LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT.
For purposes of this Agreement, “you” and “your” means you as an individual user of the Software. If you use the Software on behalf of a company, organization, or other entity, then “you” includes you and that entity. If you are creating an account on behalf of a company, organization, or other entity, (a) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and (b) you agree to this Agreement on the entity’s behalf, and (c) your entity is legally and financially responsible for your use of the Services as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.
“Software” or “Reality Signal Software” means the software programs made available by Licensor, as updated or modified in Licensor’s sole discretion. The Software may automatically download and install upgrades, updates or other new features. “Documentation” means online published user manuals or other documentation that Licensor makes publicly available for use with the Software.
You agree and understand that this is a license agreement and not an agreement for sale, and that all right, title and interest, including all intellectual property rights, in and to the Software and Documentation are owned and reserved by Licensor or are licensed to Licensor by a third party. No license or other right of any kind is granted to you except as expressly provided in this Agreement. Nothing in this Agreement shall be construed as conferring any license or right with respect to any of Licensor’s trademarks, service marks, trade names or brand names in any way. All rights not expressly set forth in this Agreement are reserved by Licensor.
Ownership: You maintain ownership of and responsibility for the following while using the Software: (1) your files, designs, models, images or similar material or information submitted or transmitted to, or stored or otherwise used in connection with the Software by you, and (2) your specific output generated by the Software, if any, based on any of the foregoing (collectively, “Content”). By creating, submitting or transmitting to, posting or otherwise making your Content available to Reality Signal and/or others, you acknowledge and agree that (1) you have sole responsibility for the accuracy quality, integrity, legality, reliability, and appropriateness of your Content, (2) you will evaluate and bear all risks associated with your Content, and (3) under no circumstances will Reality Signal and/or its affiliates, agents and licensors and each of their respective officers, directors, and employees be liable in any way for your Content as you transmit or otherwise use it, including but not limited to any errors or omissions.
Availability and Security: While Reality Signal will use commercially reasonable efforts to provide you with continuous access to the Software and Services, Reality Signal does not guarantee that your Content, the Software or the Services will be available or usable by you at all times during the Term or following the termination of your subscription. Reality Signal understands that the security of your personal information and projects is important. We provide reasonable administrative, technical, and physical security controls to protect your personal information and data. However, like all companies, we cannot guard against all techniques used to breach our security measures and those of our third-party providers, and we, or our third-party providers, may experience security breaches in which your Content, information and data is maliciously accessed, disclosed or used.
Confidentiality: Reality Signal may disclose your Confidential Information if it is compelled by law to do so, provided that Reality Signal gives you prior notice of such compelled disclosure (to the extent legally permitted). You agree and acknowledge that Reality Signal may access and disclose your Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Reality Signal and/or its affiliates, agents, licensors and each of their respective officers, directors and employees, or at your request. If disclosure is made at your request, you may be responsible for the cost of compiling and providing access to such Content.
Intellectual Property: In your use of the Software, you agree to respect others’ intellectual property and other rights. In particular, you will not upload, submit or otherwise transmit any Content that: (1) infringes or otherwise violates any patent, trademark, trade secret, copyright or other proprietary right of any person or entity; (2) you do not have a right to transmit under any other law or contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or other nondisclosure agreements).
Hardware; Passwords: You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Software. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of the Software. You are fully and solely responsible for all activities that occur on the Software under your Passwords.
You shall not, nor may you assist anyone else to (as applicable):
- Copy, alter, modify, adapt, translate or create derivative works of the Software or Documentation, or attempt the same;
- Reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of the Software or create derivative works, compilations, or collective works thereof, or attempt the same;
- Allow unauthorized access to, or use of, the Software;
- Use any robot, spider, scraper or other automated means to access the Software, or use any data mining, data gathering or extraction method;
- Upload, post email or otherwise send or transmit any material, including any software viruses or other computer code, files or programs, designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Software;
- Use the Software in any unauthorized or inappropriate way whatsoever, as determined in Reality Signal’s reasonable judgment, including but not limited to, by trespass or burdening network capacity;
- Post for public viewing Content that violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability, or that is in Reality Signal’s sole judgment defamatory, vulgar, obscene, libelous, objectionable or inappropriate, or likely to promote illegal, harmful or objectionable activities;
- Use the Software for any illegal or improper purpose; or
- Lend or sell the Software to any third party.
Device Restrictions and Other Users: This Agreement entitles you to install up to two copies of the Software onto (i) a hard disk or other storage device of a computer, and/or (ii) a mobile device, as applicable. Notwithstanding anything to the contrary in this Agreement, each instance of the Software is for a single user only, unless otherwise expressly provided by Reality Signal in an Enterprise License. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You acknowledge and agree that you are responsible for any acts of such other user with respect to the Software or Documentation.
General: The subscription you select in your online account will cover all licenses for computers and mobile devices owned or controlled by You (or otherwise indicated by you) on which you download the Software.
Ongoing Nature of Subscription: Your free or paid Reality Signal subscription will automatically continue (month-to-month for a monthly paid subscription, year-to-year in the case of an annual paid subscription), for the Term, as selected by you in your online account. You must have Internet access and provide Reality Signal with a current, valid accepted method of payment (as it may be updated from time to time, “Payment Method”) in order to purchase and use a paid subscription. Reality Signal will bill your subscription fees to your Payment Method. To downgrade or cancel your subscription, contact us before it automatically renews in order to avoid billing of the next period’s subscription fees to your Payment Method.
Differing Subscriptions: Reality Signal may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. The terms of your subscription will be disclosed at the time you sign up or in other communications made available to you. You can find specific details regarding your subscription within your account profile. Reality Signal reserves the right to modify, terminate or otherwise amend our subscription plans at any time, in our sole and absolute discretion.
Recurring Billing: By starting your paid Reality Signal subscription and providing or designating a Payment Method, you authorize Reality Signal to charge you a subscription fee at the then current rate, and any other charges you may incur in connection with your use of the Reality Signal Software to your Payment Method. You acknowledge that the amount billed each period may vary for reasons that may include promotional offers, and/or changing a plan, and you authorize Reality Signal to charge your Payment Method for such varying amounts, which may be billed in one or more charges.
Reality Signal reserve the right to adjust pricing for the Reality Signal Software or any components thereof in any manner and at any time as Reality Signal may determine in our sole and absolute discretion. Any price changes to your subscription will take effect following notice to you provided via email or notification within Reality Signal’s Software, and if you do not wish to continue your subscription, you may cancel in accordance with the termination provisions below.
Billing Cycle: The subscription fee for the Reality Signal Software will be billed at the beginning of your paid subscription period and each month or year on the corresponding date thereafter (as applicable), except as provided below under “Enterprise Subscriptions”. Reality Signal automatically bills your Payment Method each period on the calendar day corresponding to the to the commencement of your paid subscription. Reality Signal reserves the right to change the timing of our billing as indicated below if your Payment Method has not successfully settled. In the event your paid subscription began on a day not contained in a given month or year, Reality Signal will bill your Payment Method on an alternative day in the applicable month or year as Reality Signal deems appropriate. For example, if you started a paid monthly subscription on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Reality Signal may authorize your Payment Method in anticipation of subscription or other changes. As used in this Agreement, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method.
Refunds and Credits: PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. At any time, and for any reason, Reality Signal may provide a refund, discount, or other consideration to any or all of our subscribers (“credits”). The amount and form of such credits, and the decision to provide them, are at Reality Signal’s sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate Reality Signal to provide credits in the future under any circumstances.
Taxes: You shall be responsible for paying all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of your paid use of the Software under this Agreement, excluding income taxes on the net profits of Reality Signal. You shall reimburse Reality Signal for the amount of any such taxes or duties paid or incurred directly by Reality Signal as a result of such paid use, and you agree that Reality Signal may charge any such reimbursable taxes to your Payment Method.
Payment Methods: You may edit your Payment Method information by signing in to your account. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or downgrade or cancel your subscription, you remain responsible for any uncollected amounts and authorize Reality Signal to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.
ENTERPRISE LICENSING / BILLING
If an entity or individual you are employed by or otherwise affiliated with directly enters into an agreement with Reality Signal regarding the use and licensing of the Software (an “Enterprise License”) and such person elects to assume your subscription, you will no longer have any payment obligations under this Agreement and the terms regarding billing and payment in such Enterprise License shall supersede the billing and payment terms contained herein. Other than such terms, your obligations and the terms of this Agreement will remain unaffected.
Licensor will provide basic technical support services for the Software, which shall consist of email support. Licensor’s support services shall not include any support for hardware, such as computer graphics drivers and virtual reality headsets.
Email support is available and will be monitored from 9:00 AM to 6:00 PM, Monday through Friday, Sydney local time. Best efforts will be made to respond as soon as possible.
Additional support services are available for additional fees. Please contact Licensor to inquire about adding additional support features to your subscription. In addition, if additional support services are selected in an Enterprise License applicable to your account, you will be entitled to use such support services under the terms of such Enterprise License.
In connection with your download of the Reality Signal Software, Reality Signal will use commercially reasonable efforts to host, manage, operate and maintain an online platform and portal, through which you can access Content for use on your computer or mobile device (the “Services”). You understand that the provision of this Service is subject to the disclaimers of warranty and liability in this Agreement and that Reality Signal is not guaranteeing any service levels in connection with your use and access of its online platform.
You acknowledge that the Software, Services and Documentation, as well as the performance of the Software and Services, are proprietary in nature and contain valuable confidential information developed or acquired at great expense. You also acknowledge that Licensor may provide to you information that Licensor has identified as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. Such information, the Software, Services and Documentation, and any non-public business, marketing, technical, scientific or other information disclosed by Licensor are collectively referred to as “Licensor Confidential Information.” You shall retain in confidence and not disclose the Licensor Confidential Information and will make no use of the Licensor Confidential Information except as provided under, and during the Term. Notwithstanding termination of this Agreement, your obligations under this Section remain in effect until, and to the extent that, Confidential Information is made publicly available by Licensor without restriction.
If you choose to provide Reality Signal with ideas, suggestions, improvements, documents, proposals and/or other feedback with respect to Reality Signal’s Software or Documentation (including but not limited to problems and errors encountered in using the Software, and ideas for enhancements of the Software), Reality Signal shall be free to use such materials in any manner and for any purpose (including, without limitation, incorporation in Reality Signal’s products, services and advertising and marketing materials, and developing and marketing products and services) without liability or compensation to you or restriction of any kind. You hereby assign to Licensor all right, title, and interest therein and to any other similar work created by you and derived from your access to the Confidential Information, Services or Software including, without limitation, all patent, copyright, trade secret, trademark, moral right or other intellectual property rights.
Reality Signal continually updates the Software. In addition, Reality Signal continually tests various aspects of the Software, including Reality Signal’s website, user interfaces, service levels, plans, promotional features, and delivery. Reality Signal may, include you in or exclude you from these tests without notice. Reality Signal reserves the right, in our sole and absolute discretion, to make changes to the Software from time to time and without notice in how Reality Signal offers and operates our business. You agree that upon notice, you will update or make any other changes to the Software, as indicated by Licensor.
SUSPENSION OF SERVICE
Your access to, and use of, the Software (and if applicable, the Services) may be suspended temporarily for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion, or all, of the Software (or Services, as applicable) for any reason, including as a result of power outages, system, or Internet failures or other interruptions. Reality Signal also reserve the right to suspend your subscription anytime with or without notification in order to protect Reality Signal and you from what Reality Signal believes to be fraudulent activities, or in other extraordinary emergency circumstances. Reality Signal is not obligated to credit or discount a paid subscription for holds placed on it by either a representative of Reality Signal or by our automated processes.
DISCLAIMER OF WARRANTIES
THE SERVICES, SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT. YOU BEAR ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SOFTWARE, SERVICES, AND DOCUMENTATION. LICENSOR MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THEY WILL MEET YOUR REQUIREMENTS. Furthermore, Reality Signal is not responsible for delays, delivery failures, or any other unavailability, loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. It is acknowledged that the Services and Software may be subject to limitations, delays, and other problems inherent in the use of the Internet, servers that are hosted by third party providers, and such related network and communications infrastructure.
LIMITATION OF LIABILITY
IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE AMOUNTS PAID TO LICENSOR BY YOU UNDER THIS AGREEMENT. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this Agreement would be substantially different. You agree that such limitations are fair and reasonable in light of the terms under which the Software is being made available to you. This limitation will apply even if any remedy stated herein is found to have failed of its essential purpose.
THIRD PARTY SOFTWARE
Certain third party software and components (“Third Party Software”) may be provided or made available by Licensor or third parties in connection with your use of the Software. You agree that Licensor will not be responsible or liable for Third Party Software, the acts or omissions of third parties, or any loss or damage occurred as a result of the use of any of the above. You should make whatever investigation it feels necessary or appropriate before proceeding with any use of such Third Party Software.
TERM AND TERMINATION
This Agreement commences on the date you accept it, including the Trial Term, and will remain in effect until you elect to terminate your subscription, or Reality Signal terminates your access (“Term”). Notwithstanding the foregoing, if you used the Software prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Software.
Termination by Reality Signal: Reality Signal shall be entitled to suspend, terminate, or limit your access to the Software and Services at any time, with or without notice, if you breach any term of this Agreement, or if you facilitate or encourage any violation of this agreement. Upon termination of this Agreement, you shall make no further use of the Software, Services or Documentation. Termination of this Agreement shall not affect any obligations accrued prior thereto. You understand that any termination of your access to the Software or Services by Reality Signal may involve deletion of your Content associated therewith. Reality Signal will not have any liability whatsoever to you for any suspension or termination, including deletion of your Content.
Survival: All provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement, including without limitation warranty disclaimers and limitation of liability.
You acknowledge that by providing you the Software and the Documentation and, if applicable, the Services, Licensor does not assume any responsibility or liability for any risks associated with personal injury or injury to your business. Accordingly, you shall defend, indemnify and hold harmless Licensor and its officers, directors, employees and representatives from and against all claims by third parties arising out of or relating in any way to the conduct of your business or the use of or inability to use the Software, Services and/or the Documentation, and all associated losses, costs, damages, and settlements, including reasonable legal fees and expenses. In the event of a claim in respect of which Licensor seeks indemnification from you, Licensor will promptly notify you in writing of the claim, cooperate with you in defending or settling the claim at your expense, and allow you to control the defense and settlement of the claim, including the selection of attorneys.
All notices in connection with this Agreement shall be deemed given (i) on the day received by the other party when sent by email, (ii) five days after being deposited in the mail, postage pre-paid, certified or registered, return receipt requested, or (iii) one day after being sent by overnight courier, charges prepaid, with a confirming fax. Notices to you will be sent to the email address that you provide when you sign up with Licensor to receive the Software or to such other address as you may provide to Licensor from time to time in writing.
COPYRIGHT POLICY / DIGITAL MILLENNIUM COPYRIGHT ACT
Anyone who believes that his or her work has been reproduced in the Software or Service in a manner which constitutes copyright infringement may submit a notification to Reality Signal’s copyright agent in accordance with the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
- identification of the copyrighted work that is claimed to be infringed;
- identification of the allegedly infringing material that is requested to be removed, including an identification of any related user;
- information for our copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address;
- a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
- a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
- a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark) by notating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your DMCA notice may not be valid.
Notices of copyright infringement claims should be sent through our contact form. Reality Signal will respond expeditiously to claims of copyright infringement using the Service that are reported to Reality Signal’s copyright agent in the notification explained above. It is Reality Signal’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
If you believe that your Content that was removed (or to which access was disabled) after we received a notice of copyright infringement is not actually infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post or use the content in your Content, you may send a counter-notice containing the following information to Reality Signal’s Copyright Agent: (1) your physical or electronic signature (with your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided the original notification of the alleged infringement. If a counter-notice is received by Reality Signal’s Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten business days or more after receipt of the counter-notice, at Reality Signal’s sole discretion.
Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.
Last updated: 17 Feb 2023