+386 1 600 58 60 info@visionect.com
+386 1 600 58 60 info@visionect.com

Terms of Use

These detailed Terms of Use incorporate our Privacy Policy and Warranty (collectively “TOU”) and govern your use of the Service. It is therefore important that you read and understand these TOU.

 

Visionect d.o.o. (hereby Visionect) provides Place & Play through www.visionect.com and any other sites for which Visionect owns the domain registration (the “Site”), and the services made available by Visionect therein, including the Web Sites, Web Apps, Mobile Apps, and Subscription Services that allow you to access PLace & Play and to buy Pace & Play (collectively, “Pace & Play ”) through registered access to the account.

 

VISIONECT® PLACE & PLAY® END USER LICENSE AGREEMENT

Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of the Visionect® Place & Play® and related products. By using the Visionect® Place & Play® or any related products, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not use the Visionect® Place & Play® or any related products.

Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 20.

Your agreement is with Visionect d.o.o, based in Slovenia, EU.

If you are separately licensed by Visionect under a Custom License, certain terms of this Agreement do not apply to your Custom Products.  Those terms are described below in Section 21.

1. License Grant

Visionect grants you a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement) license to use, display, perform, and modify the Licensed Technology for any lawful purpose (the “License”).  However, the rights that Visionect grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.

The License becomes effective on the date you accept this Agreement.  The License does not grant you any title or ownership in the Licensed Technology.

(A) Allowed forms of Distribution and Sublicensing

You may only Distribute the Licensed Technology as follows:

  1. Distribution to end users – You may Distribute the Licensed Technology as an inseparable part of a Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology.  The Product may not contain any Tools.
  2. Distribution to other licensees – You may Distribute Licensed Technology (including as modified by you under the License) or any Content, to an Licensee who has rights under its license to the same Version of the Licensed Technology or Content that you are Distributing.
  3. Distributions to employees and contractors – You also may Distribute Licensed Technology and Content to an Licensee who is your employee or your contractor who does not have rights under their license to the same Content, but only to permit that Licensee to utilize that Content in good faith to develop a Product on your behalf for Distribution by you under the License, and not for the purpose of Content pooling or any other Distribution or sublicensing of Content that is not permitted under this Agreement.  Recipients of such a Distribution have a limited license to use, reproduce, display, perform, and modify that Content or Licensed Technology to develop your Product as outlined above, and for no other purpose.
  4. Distribution and sublicensing of Examples – You may Distribute or sublicense Examples (including as modified by you under the License) any third party.

(B) Other Restrictions

(i) Revenue

You may not generate revenue from Licensed Technology or Product. If you plan or are generating revenue from Licensed Technology or Product (i.e., by way of example, but not limitation, if you have developed a product on Licensed Technology, and are planning or are already selling it), you must purchase Visionect® Place & Play® Development Platform.

(ii) General Restrictions

You may not engage in any activity with respect to the Licensed Technology, including as incorporated into a Product, (1) that is in violation of any applicable law or regulation; (2) in which the Licensed Technology is rented or leased; (3) that misappropriates any of Visionect’s other products or services; (4) in support of a claim by you or any third party that the Licensed Technology infringes a patent.  You also may not sell or grant a security interest in the Licensed Technology.

2. User License

The Licensed Technology is licensed to you for use by a single User.  The Licensed Technology cannot be shared with others (including any other employees or agents) except through a permitted Distribution as described above.

Under the License, the User may use the Licensed Technology for as long as you comply with this Agreement.  If you are a legal entity, references to “you” in this agreement also apply to the User in all cases.  You are responsible for the User’s compliance with this Agreement.

If you are an Academic Institution, your use is not limited to a single User for any Licensed Technology.  Instead you may allow all users to use Licensed Technology under the License.  However, those users are not authorized under your License to Distribute or sublicense the Licensed Technology (including as incorporated in a Product).  For that, they must obtain a License of their own.

3. New Versions and Content

During the term of your License, you will be entitled to access future Versions of Tools that Visionect chooses to make available to you.  Visionect does not have any obligation to make new Versions of the Licensed Technology or new Tools available.  Nor does Visionect have any obligation to continue to make available for access or download any or all Versions of the Licensed Technology or Tools.  However, any Versions of the Licensed Technology and Content that Visionect has made available to you, and for which you have accepted any applicable amendment to this Agreement as described in Section 21, are considered part of the Licensed Technology and may be used under the License (as amended by that amendment).

4. Support

Visionect does not have any support obligations with respect to the Licensed Technology under this Agreement.  Support resources may be obtained at https://docs.visionect.com/.

5. Feedback and Contributions

If you provide Visionect with any Feedback, Visionect is free to use the Feedback however it chooses.  If you make any Contribution available to Visionect, you hereby assign to Visionect all right, title, and interest (including all copyright, patent, and other intellectual property rights) in that Contribution for all current and future methods and forms of exploitation in any country.  If any of those rights are not effectively assigned under applicable law, you hereby grant Visionect a non-exclusive, fully-paid, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Contribution for all current and future methods and forms of exploitation in any country.  If any of those rights may not be assigned or licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert all of those rights.  However, you may continue to freely use any Feedback that you provide to Visionect, and you may continue to use, in any manner consistent with the License, any Contribution that you make available to Visionect.

You understand and agree that Visionect is not required to make any use of any Feedback or Contribution that you provide.  You agree that if Visionect makes use of your Feedback or Contribution, Visionect is not required to credit or compensate you for your contribution.

You represent and warrant that you have sufficient rights in any Feedback or Contribution that you provide to Visionect to grant Visionect and other affected parties the rights described above.  This includes but is not limited to intellectual property rights and other proprietary or personal rights.

6. Third Party Software and Hardware

The Licensed Technology includes Third Party Software and Hardware components. By entering into this Agreement and using Third Party Software and Hardware, you are accepting the terms of respective licenses.  In this case, the Third Party Software and Hardware terms will govern your use of the Third Party Software and Hardware, and if there is inconsistency, those terms will take precedence over the terms of the License for the Third Party Software and Hardware.  You agree that the owners of the Third Party Software and Hardware are intended third party beneficiaries to this Agreement in relation to your uses of Third Party Software and Hardware.

7. Ownership

Visionect or its licensors own all title, ownership rights, and intellectual property rights in the Licensed Technology and Content.  You own all rights in the Products you develop under the License, other than the Licensed Technology and Content, Third Party Software and Hardware, and any Contributions.  All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement.  No license or other rights will be created hereunder by implication, estoppel, or otherwise.  Any attempted sublicense under this Agreement that is not consistent with the terms of this Agreement will be null and void.

8. Hardware and Usage Data

You acknowledge that, as a default setting, the Licensed Technology will collect and send to Visionect anonymous hardware and usage data from end users of Products.  This functionality is used by Visionect to improve the Licensed Technology.

9. Disclaimers and Limitation of Liability

The Licensed Technology and all other materials and information provided by Visionect (the “Visionect Materials”) are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind.  Visionect, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Visionect Materials, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not Visionect knows or has reason to know of that purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing.  Without limiting the generality of the foregoing, Visionect, its licensors, and its and their affiliates make no warranty that (1) any of the Visionect Materials will operate properly, including as integrated in any Product, (2) that the Visionect Materials will meet your requirements, (3) that the operation of the Visionect Materials will be uninterrupted, bug free, or error free in any or all circumstances, (4) that any defects in the Visionect Materials can or will be corrected, (5) that the Visionect Materials are or will be in compliance with a platform manufacturer’s rules or requirements, or (6) that a platform manufacturer will approve any of your Products, or will not revoke approval of any Product for any or no reason.  Visionect, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the Visionect Materials.  This paragraph will apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, neither Visionect, its licensors, nor its or their affiliates, nor any of Visionect’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the Visionect Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.  In no event will Visionect, its licensors, nor its or their affiliates, nor any of Visionect’s service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the Visionect Materials, or the delay or inability to use or lack of functionality of the Visionect Materials, even in the event of Visionect’s or its affiliates’ fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if Visionect or its affiliates have been advised of the possibility of such damages.  These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

Because some countries, states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in those countries, states or jurisdictions, the foregoing limitations of liability shall apply only to the full extent permitted by law.

10. Indemnity

You agree to indemnify, pay the defense costs of, and hold Visionect, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement (including, without limitation, any Distribution or sublicensing of the Licensed Technology in violation of this Agreement) or negligence by you, (b) any claim brought by any third party to whom you Distribute or sublicense the Licensed Technology in violation of this Agreement (including without limitation any claim that the Licensed Technology infringes a patent), (c) any claim that any Product or any other matter you created, or your exercise of the License, infringes any third party’s intellectual property rights or other proprietary or personal rights (except to the extent of any claim that your authorized use of unmodified Licensed Technology or Content originally provided to you by Visionect under this Agreement infringes any United States patent, trademark or copyright), or (d) any civil or criminal actions related to any Product.  You agree to reimburse Visionect on demand for any defense costs incurred by Visionect and any payments made or loss suffered by Visionect, whether in a court judgment or settlement, based on any matter covered by this Section 10.

If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.

11. Export Compliance

You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings.  You will obtain any necessary export license or other governmental approval prior to accessing, downloading, exporting, re-exporting, or releasing the Licensed Technology. You represent and warrant that you do not appear on any United Nations, European Union, United States list of prohibited or restricted parties (including the Specially Designated Nationals List).

12. Term and Termination

  1. Term of the License.  This Agreement will continue in effect unless terminated as described below.
  2. Termination by Visionect.  Visionect may terminate the Agreement by providing written notice if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within thirty (30) days of notice of the breach from Visionect.  Without limiting the foregoing, your failure to make any payment due under this Agreement or breach of any restriction under the License constitutes a material breach of this Agreement.
  3. Termination for Patent Action.  The Agreement will terminate automatically as of the date you commence any claim that the Licensed Technology infringes a patent, or otherwise support any claim by a third party that the Licensed Technology infringes a patent.
  4. Effect of Termination.  Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must return all Licensed Technology in your possession and cease distributing any Products developed under this Agreement.  Within 30 days of termination, unless otherwise agreed by Visionect, you must return all Products in your inventory.
  5. No Refunds

Except to the extent required by law, all payments, fees and royalties are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.

  1. Surviving Provisions

Sections 5-7, 8-10, 12-14, and 18-22 will survive termination of this Agreement.

13. Governing Law and Jurisdiction

You agree that this Agreement will be deemed to have been made and executed in the Republic of Slovenia, EU, and any dispute will be resolved in accordance with the laws of Slovenia. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Ljubljana District Court (Okrožno sodišče v Ljubljani). You agree to the exclusive jurisdiction and venue of these courts.  You waive any claim of inconvenient forum and any right to a jury trial.  The Convention on Contracts for the International Sale of Goods will not apply.  Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

14. Class Action Waiver

You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Licensed Technology or this Agreement.  You also agree not to seek to combine any action or arbitration related to the Licensed Technology or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.

15. U.S. Government End Users

The Licensed Technology and related documentation are “Commercial Items” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable).  The Licensed Technology is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees (other than Academic Institutions) under this Agreement.

16. Independent Contractor

You and Visionect are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other.  Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.

17. Amendments of this Agreement

Visionect may issue an amended Agreement at any time in its discretion by providing notice to you or by providing you with digital access to the amended Agreement when you next log in to your Account, or get additional Visionect® Place & Play®, or download additional Content or new Versions.  You are not required to accept the amended Agreement.  However, in order to continue accessing your Account or get additional Visionect® Place & Play®, or download additional Content or new Versions, you must accept the amended Agreement.  By logging in to your Account, or getting additional Visionect® Place & Play®, or downloading additional Content or new Versions, you hereby agree to be bound by the amended Agreement then most recently issued by Visionect.  If you do not accept the amended Agreement, you may not log in to your Account, get additional Visionect® Place & Play®, or download additional Content or new Versions that is made available by Visionect contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your License for the Licensed Technology that you downloaded prior to the issuance of the amended Agreement).  If you are a legal entity, acceptance of an amended Agreement by any of your Users will be binding on you.

18. Notices

Where this Agreement calls for notice from Visionect, including written notice, Visionect may provide notice to you at the email address that you provided when you registered for the License (or any updated email address you subsequently provide).  Visionect’s notices to you will be effective when they are sent to that email address.

19. No Assignment

You may not, without the prior written consent of Visionect, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void.  You also may not transfer your Account.  Visionect may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.  For clarity, you are not prohibited by Visionect from assigning or transferring your rights in your Product, other than the Licensed Technology, Content, and Contributions.  Third Party Software assignment and transfer is governed by the terms of the applicable licenses.

20. Definitions

As used in this Agreement, the following capitalized words have the following meanings:

Academic Institution” means any educational institution such as, but not limited to, a university, college, or high school, as well as libraries.

Account” means a user account with a unique ID and associated password selected by you, which enables you to acquire the Licensed Technology and Content under the License.

Content” means any code, images, or other content that Visionect makes available to you for use with the Licensed Technology.

Contribution” means any code, whether in Source Code format or object code format, or any other information or content, that you make available to Visionect by any means (e.g., via submissions to forums, wiki, or through email or otherwise). Mere use of code or content with the Licensed Technology, without making that code or content available to Visionect, does not constitute a Contribution.

Custom License” means any agreement between you and Visionect, or any sublicensor authorized by Visionect, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the Visionect® Place & Play® to develop one or more product(s).

Custom Product” means a product developed pursuant to a Custom License.

Distribute” means to provide or otherwise make Product available.

License” means this End User License Agreement

Licensee” means a third party who is separately licensed by Visionect to use the Licensed Technology and Content.

Examples” means the Licensed Technology and Content made available by Visionect.

Feedback” means any feedback or suggestions that you provide to Visionect regarding the Licensed Technology.

Licensed Technology” means any or all of the Licensed Technology and the Content, including as modified by you under the License.

Product” means any product developed under this Agreement that is made using the Licensed Technology or that combines the Licensed Technology with any other hardware, software or content, regardless of how much or little of the Licensed Technology is used.

Source Code” means the human readable form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).

Tools” means (a) Visionect Software Suite; (b) Visionect Server Management Tools; (c) editors and other tools included in the Licensed Technology; (d) any code and modules, including in object code format, whether statically or dynamically linked; and (e) other tools that may be used to develop standalone products based on the Licensed Technology.

Visionect” means Visionect, d.o.o., located at Ukmarjeva ulica 2, 1000 Ljubljana, Slovenia, European Union, with Company Registration Number 2333988000.

Visionect® Place & Play®” means the proprietary hardware and software and any updates or upgrades to the platform made available by Visionect.

Visionect® Place & Play® Development Platform” means the proprietary hardware and software known as the Visionect® Place & Play® which allows Licensors to generate revenue from Products and any updates or upgrades to the platform made available by Visionect.

Visionect Trademarks” means the trademarks, service marks, trade names and logos associated with Visionect, Visionect’s intellectual property, Visionect® Place & Play®, and the Visionect® Place & Play® Development Platform.

User” means an individual user who uses a valid Account to access the Licensed Technology and Content.  If you are an individual, “User” means you.  For legal entities, “User” means the individual employee or agent through whom you are exercising rights under this Agreement.

Version” means any updated or upgraded version of the Licensed Technology or Content that Visionect chooses to make available to the public.

You,” “your” or “yourself”, whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you.  For legal entities, “you,” “your” and “yourself” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.

21. Custom Licenses

Custom Licenses are not modified or otherwise affected by this Agreement.  For Custom Products, the terms of your applicable Custom License will govern all matters (including royalties, notifications, Feedback, Contributions, trademarks, service marks, trade names, logos, photographs, and video content related to those Custom Products) related to your use of the code, hardware, software, artwork, and content that are licensed to you under that Custom License, instead of the terms of this Agreement.

As used in this Agreement, the defined term “Product” does not include Custom Products, and except as described above, the terms of this Agreement applicable to Products do not apply to Custom Products.

22. Miscellaneous

This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Visionect relating to the subject matter covered by this Agreement.  All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.

The original of this Agreement is in English; any translations are provided for reference purposes only.  You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.

This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance.  In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.

Any act by Visionect to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect.  You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.

Visionect’s obligations are subject to existing laws and legal process, and Visionect may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.

 

VISIONECT® PLACE & PLAY® DEVELOPMENT PLATFORM END USER LICENSE AGREEMENT

Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of the Visionect® Place & Play® Development Platform and related products. By using the Development Platform or any related products, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not use the Development Platform or any related products.

Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 24.

If it is not in the United States of America, your agreement is with Visionect d.o.o, based in Slovenia, EU.

If you are separately licensed by Visionect under a Custom License, certain terms of this Agreement do not apply to your Custom Products.  Those terms are described below in Section 25.

1. License Grant

Visionect grants you a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement) license to use, display, perform, and modify the Licensed Technology for any lawful purpose (the “License”).  However, the rights that Visionect grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.

The License becomes effective on the date you accept this Agreement.  The License does not grant you any title or ownership in the Licensed Technology.

(A) Allowed forms of Distribution and Sublicensing

You may only Distribute the Licensed Technology as follows:

  1. Distribution to end users – You may Distribute the Licensed Technology as an inseparable part of a Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology.  The Product may not contain any Tools.
  2. Distribution to other licensees – You may Distribute Licensed Technology (including as modified by you under the License) or any Content, to an Licensee who has rights under its license to the same Version of the Licensed Technology or Content that you are Distributing.
  3. Distributions to employees and contractors – You also may Distribute Licensed Technology and Content to an Licensee who is your employee or your contractor who does not have rights under their license to the same Content, but only to permit that Licensee to utilize that Content in good faith to develop a Product on your behalf for Distribution by you under the License, and not for the purpose of Content pooling or any other Distribution or sublicensing of Content that is not permitted under this Agreement.  Recipients of such a Distribution have a limited license to use, reproduce, display, perform, and modify that Content or Licensed Technology to develop your Product as outlined above, and for no other purpose.
  4. Distribution and sublicensing of Examples – You may Distribute or sublicense Examples (including as modified by you under the License) any third party.

When you generate revenue from Product or Distribute it to end users, you must provide Visionect with advance notification as early as reasonably possible, including the name of the Product, the format of distribution, unique Product id (where applicable), and the distribution channel(s).

(B) Other Restrictions

(i) Non-Compatible Licenses

You may not combine, Distribute, or otherwise use the Licensed Technology with any software, hardware, or other content which is covered by a license that would directly or indirectly require that all or part of the Licensed Technology be governed under any terms other than those of this Agreement (“Non-Compatible License”).  Code or content under the following licenses, for example, are prohibited:  GNU General Public License (GPL), Lesser GPL (LGPL) (unless you are merely dynamically linking a shared library), or Creative Commons Attribution-ShareAlike License.  Code or content under the following licenses, for example, are allowed:  BSD License, MIT License, Microsoft Public License, or Apache License.  You may not sublicense the Licensed Technology under a Non-Compatible License.

(ii) General Restrictions

You may not engage in any activity with respect to the Licensed Technology, including as incorporated into a Product, (1) that is in violation of any applicable law or regulation; (2) in which the Licensed Technology is rented or leased; (3) that misappropriates any of Visionect’s other products or services; (4) in support of a claim by you or any third party that the Licensed Technology infringes a patent.  You also may not sell or grant a security interest in the Licensed Technology.

2. User License

The Licensed Technology is licensed to you for use by a single User.  The Licensed Technology cannot be shared with others (including any other employees or agents) except through a permitted Distribution as described above.

Under the License, the User may use the Licensed Technology for as long as you comply with this Agreement.  If you are a legal entity, references to “you” in this agreement also apply to the User in all cases.  You are responsible for the User’s compliance with this Agreement.

If you are an Academic Institution, your use is not limited to a single User for any Licensed Technology.  Instead you may allow all users to use Licensed Technology under the License.  However, those users are not authorized under your License to Distribute or sublicense the Licensed Technology (including as incorporated in a Product).  For that, they must obtain a License of their own.

3. New Versions and Content

During the term of your License, you will be entitled to access future Versions of Tools that Visionect chooses to make available to you.  Visionect does not have any obligation to make new Versions of the Licensed Technology or new Tools available.  Nor does Visionect have any obligation to continue to make available for access or download any or all Versions of the Licensed Technology or Tools.  However, any Versions of the Licensed Technology and Content that Visionect has made available to you, and for which you have accepted any applicable amendment to this Agreement as described in Section 21, are considered part of the Licensed Technology and may be used under the License (as amended by that amendment).

4. Royalty

You agree to pay Visionect a royalty equal to 5% of all worldwide gross revenue actually attributable to each Product, regardless of whether that revenue is received by you or any other person or legal entity, as follows:

  1. Gross revenue resulting from any and all sales of a Product;
  2. Gross revenue from any Kickstarter or other crowdfunding campaign which is directly associated with Product access or in-Product benefit (e.g., in a multi-tiered campaign, if an amount is established in an early tier solely for Product access, your royalty obligation will apply to that amount for each backer with the same access, but not on additional amounts in higher tiers based on ancillary benefits);
  3. Your revenue from affiliate programs;
  4. Revenue from advance payments for a Product; and
  5. Revenue in any other form actually attributable to a Product (unless excluded below).

However, no royalty is owed on the following forms of revenue:

  1. The first EUR 5,000 in gross revenue for each Product per calendar quarter;
  2. Consulting fees or work-for-hire fees which are non-recoupable for services performed using the Licensed Technology;
  3. Revenue from a Product which is only Distributed to Licensees;
  4. Financial winnings generated by awards for the Product;
  5. Revenue from donations for a Product which are not tied to Product access or in-Product benefits.

The royalty is based on gross revenue from end users, regardless of whether you sell your Product to end users directly, or via retail, or direct market reseller, or any other means.  The following simplified example illustrates the application of the royalty to gross sales:  if your Product earns EUR 100 on a Amazon, Amazon may pay you EUR 85 (having deducted 15% as a referral fee), but your royalty to Visionect would still be 5% of EUR 100 (or EUR 5).

Royalties that you pay on an advance payment of revenue for a Product that is recoupable by the payer may be credited against future royalty payments that you incur under this Agreement for that Product.

Royalties must be reported and paid on a per-Product basis.  The EUR 5,000 per Product per calendar quarter royalty exemption may not be aggregated across multiple Products.

Within 45 days after the end of each calendar quarter in which a Product earns revenue outside of the above-listed royalty exclusions, you must pay to Visionect the full amount of the royalty due for that quarter and send Visionect a royalty report on a per Product basis.

The royalty will be payable under this Agreement with respect to each Product for as long as any Licensed Technology or Content (including as modified by you under the License) incorporated in or used to make the Product are protected under copyright or other applicable intellectual property law.

5. Payments

Visionect reserves the right to charge a 2% late fee, per calendar quarter (compounding), for any amounts unpaid after the required due date.

You are responsible for all taxes on all payments required to be made by you under this Agreement (other than taxes that Visionect is obligated to pay on its income, which are Visionect’s responsibility).  If you are required by a government agency to reduce your payment to Visionect for any reason, you are required to provide sufficient documentation to Visionect supporting the withholding.

6. Records and Audits

You agree to keep accurate books and records related to your development, manufacture, Distribution, and sale of Products and related revenue.  Visionect may conduct reasonable audits of those books and records.  Audits will be conducted during business hours on reasonable prior notice to you.  Visionect will bear the costs of audits unless the results show a shortfall in payments in excess of 5% during the period audited, in which case you will be responsible for the cost of the audit.

7. Support

Visionect does not have any support obligations with respect to the Licensed Technology under this Agreement.  Support resources may be obtained at https://docs.visionect.com/.

8. Feedback and Contributions

If you provide Visionect with any Feedback, Visionect is free to use the Feedback however it chooses.  If you make any Contribution available to Visionect, you hereby assign to Visionect all right, title, and interest (including all copyright, patent, and other intellectual property rights) in that Contribution for all current and future methods and forms of exploitation in any country.  If any of those rights are not effectively assigned under applicable law, you hereby grant Visionect a non-exclusive, fully-paid, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit that Contribution for all current and future methods and forms of exploitation in any country.  If any of those rights may not be assigned or licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert all of those rights.  However, you may continue to freely use any Feedback that you provide to Visionect, and you may continue to use, in any manner consistent with the License, any Contribution that you make available to Visionect.

You understand and agree that Visionect is not required to make any use of any Feedback or Contribution that you provide.  You agree that if Visionect makes use of your Feedback or Contribution, Visionect is not required to credit or compensate you for your contribution.

You represent and warrant that you have sufficient rights in any Feedback or Contribution that you provide to Visionect to grant Visionect and other affected parties the rights described above.  This includes but is not limited to intellectual property rights and other proprietary or personal rights.

9. Third Party Software and Hardware

The Licensed Technology includes Third Party Software and Hardware components. By entering into this Agreement and using Third Party Software and Hardware, you are accepting the terms of respective licenses.  In this case, the Third Party Software and Hardware terms will govern your use of the Third Party Software and Hardware, and if there is inconsistency, those terms will take precedence over the terms of the License for the Third Party Software and Hardware.  You agree that the owners of the Third Party Software and Hardware are intended third party beneficiaries to this Agreement in relation to your uses of Third Party Software and Hardware.

10. Ownership

Visionect or its licensors own all title, ownership rights, and intellectual property rights in the Licensed Technology and Content.  You own all rights in the Products you develop under the License, other than the Licensed Technology and Content, Third Party Software and Hardware, and any Contributions.  All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement.  No license or other rights will be created hereunder by implication, estoppel, or otherwise.  Any attempted sublicense under this Agreement that is not consistent with the terms of this Agreement will be null and void.

11. Proprietary Notices and Attribution

You agree to retain and reproduce in all Products the copyright, trademark, and other proprietary notices and disclaimers of Visionect and third parties as they appear in the Licensed Technology and Content.

You agree to place the following notices on any Product (replacing xxxx with the current year):

“[Product name] uses the Visionect® Place & Play® Development Platform.  Visionect and Place & Play are trademarks or registered trademarks of Visionect, d.o.o. in the European Union, the United States of America and elsewhere”

“Visionect® Place & Play® Development Platform, Copyright 2007 – xxxx, Visionect d.o.o.  All rights reserved.”

No other license or right in the Visionect Trademarks is granted under this Agreement.  All use of the Visionect Trademarks will inure to the sole benefit of Visionect.  You agree not to engage in any activity that could tarnish, dilute, or affect the validity or enforceability of the Visionect Trademarks or cause consumer confusion or diminish any goodwill relating to any Visionect Trademarks.  If you wish to make further use of the Visionect Trademarks, please go to https://www.visionect.com/wp-content/uploads/2017/03/Visionect_Press_Kit.zip.

Visionect may use your trademarks, service marks, trade names, and logos used with any Product, as well as publicly released photographs and video content of the Product, in connection with Visionect’s marketing, advertisement, and promotion of the Visionect® Place & Play® Development Platform in any and all media without restriction.

12. Hardware and Usage Data

You acknowledge that, as a default setting, the Licensed Technology will collect and send to Visionect anonymous hardware and usage data from end users of Products.  This functionality is used by Visionect to improve the Licensed Technology.

13. Disclaimers and Limitation of Liability

The Licensed Technology and all other materials and information provided by Visionect (the “Visionect Materials”) are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind.  Visionect, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the Visionect Materials, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not Visionect knows or has reason to know of that purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing.  Without limiting the generality of the foregoing, Visionect, its licensors, and its and their affiliates make no warranty that (1) any of the Visionect Materials will operate properly, including as integrated in any Product, (2) that the Visionect Materials will meet your requirements, (3) that the operation of the Visionect Materials will be uninterrupted, bug free, or error free in any or all circumstances, (4) that any defects in the Visionect Materials can or will be corrected, (5) that the Visionect Materials are or will be in compliance with a platform manufacturer’s rules or requirements, or (6) that a platform manufacturer will approve any of your Products, or will not revoke approval of any Product for any or no reason.  Visionect, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the Visionect Materials.  This paragraph will apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, neither Visionect, its licensors, nor its or their affiliates, nor any of Visionect’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the Visionect Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.  In no event will Visionect, its licensors, nor its or their affiliates, nor any of Visionect’s service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the Visionect Materials, or the delay or inability to use or lack of functionality of the Visionect Materials, even in the event of Visionect’s or its affiliates’ fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if Visionect or its affiliates have been advised of the possibility of such damages.  These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

Because some countries, states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in those countries, states or jurisdictions, the foregoing limitations of liability shall apply only to the full extent permitted by law.

14. Indemnity

You agree to indemnify, pay the defense costs of, and hold Visionect, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement (including, without limitation, any Distribution or sublicensing of the Licensed Technology in violation of this Agreement) or negligence by you, (b) any claim brought by any third party to whom you Distribute or sublicense the Licensed Technology in violation of this Agreement (including without limitation any claim that the Licensed Technology infringes a patent), (c) any claim that any Product or any other matter you created, or your exercise of the License, infringes any third party’s intellectual property rights or other proprietary or personal rights (except to the extent of any claim that your authorized use of unmodified Licensed Technology or Content originally provided to you by Visionect under this Agreement infringes any United States patent, trademark or copyright), or (d) any civil or criminal actions related to any Product.  You agree to reimburse Visionect on demand for any defense costs incurred by Visionect and any payments made or loss suffered by Visionect, whether in a court judgment or settlement, based on any matter covered by this Section 14.

If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.

15. Export Compliance

You agree to comply with all applicable federal and foreign laws, regulations, and rules, and complete any required undertakings.  You will obtain any necessary export license or other governmental approval prior to accessing, downloading, exporting, re-exporting, or releasing the Licensed Technology. You represent and warrant that you do not appear on any United Nations, European Union, United States list of prohibited or restricted parties (including the Specially Designated Nationals List).

16. Term and Termination

  1. Term of the License.  This Agreement will continue in effect unless terminated as described below.
  2. Termination by Visionect.  Visionect may terminate the Agreement by providing written notice if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within thirty (30) days of notice of the breach from Visionect.  Without limiting the foregoing, your failure to make any payment due under this Agreement or breach of any restriction under the License constitutes a material breach of this Agreement.
  3. Termination for Patent Action.  The Agreement will terminate automatically as of the date you commence any claim that the Licensed Technology infringes a patent, or otherwise support any claim by a third party that the Licensed Technology infringes a patent.
  4. Effect of Termination.  Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must return all Licensed Technology in your possession and cease distributing any Products developed under this Agreement.  Within 30 days of termination, unless otherwise agreed by Visionect, you must return all Products in your inventory.
  5. No Refunds

Except to the extent required by law, all payments, fees and royalties are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.

  1. Surviving Provisions

Sections 4-6, 8-10, 12-14, 16-18, and 22-26 will survive termination of this Agreement.

17. Governing Law and Jurisdiction

You agree that this Agreement will be deemed to have been made and executed in the Republic of Slovenia, EU, and any dispute will be resolved in accordance with the laws of Slovenia. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Ljubljana District Court (Okrožno sodišče v Ljubljani). You agree to the exclusive jurisdiction and venue of these courts.  You waive any claim of inconvenient forum and any right to a jury trial.  The Convention on Contracts for the International Sale of Goods will not apply.  Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

18. Class Action Waiver

You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Licensed Technology or this Agreement.  You also agree not to seek to combine any action or arbitration related to the Licensed Technology or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.

19. U.S. Government End Users

The Licensed Technology and related documentation are “Commercial Items” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable).  The Licensed Technology is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees (other than Academic Institutions) under this Agreement.

20. Independent Contractor

You and Visionect are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other.  Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.

21. Amendments of this Agreement

Visionect may issue an amended Agreement at any time in its discretion by providing notice to you or by providing you with digital access to the amended Agreement when you next log in to your Account, or get additional Visionect® Place & Play® Development Platform, or download additional Content or new Versions.  You are not required to accept the amended Agreement.  However, in order to continue accessing your Account or get additional Visionect® Place & Play® Development Platform, or download additional Content or new Versions, you must accept the amended Agreement.  By logging in to your Account, or getting additional Visionect® Place & Play® Development Platform, or downloading additional Content or new Versions, you hereby agree to be bound by the amended Agreement then most recently issued by Visionect.  If you do not accept the amended Agreement, you may not log in to your Account, get additional Visionect® Place & Play® Development Platform, or download additional Content or new Versions that is made available by Visionect contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your License for the Licensed Technology that you downloaded prior to the issuance of the amended Agreement).  If you are a legal entity, acceptance of an amended Agreement by any of your Users will be binding on you.

22. Notices

Where this Agreement calls for notice from Visionect, including written notice, Visionect may provide notice to you at the email address that you provided when you registered for the License (or any updated email address you subsequently provide).  Visionect’s notices to you will be effective when they are sent to that email address.

23. No Assignment

You may not, without the prior written consent of Visionect, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void.  You also may not transfer your Account.  Visionect may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.  For clarity, you are not prohibited by Visionect from assigning or transferring your rights in your Product, other than the Licensed Technology, Content, and Contributions.  Third Party Software assignment and transfer is governed by the terms of the applicable licenses.

24. Definitions

As used in this Agreement, the following capitalized words have the following meanings:

Academic Institution” means any educational institution such as, but not limited to, a university, college, or high school, as well as libraries.

Account” means a user account with a unique ID and associated password selected by you, which enables you to acquire the Licensed Technology and Content under the License.

Content” means any code, images, or other content that Visionect makes available to you for use with the Licensed Technology.

Contribution” means any code, whether in Source Code format or object code format, or any other information or content, that you make available to Visionect by any means (e.g., via submissions to forums, wiki, or through email or otherwise). Mere use of code or content with the Licensed Technology, without making that code or content available to Visionect, does not constitute a Contribution.

Custom License” means any agreement between you and Visionect, or any sublicensor authorized by Visionect, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the Visionect® Place & Play® Development Platform to develop one or more product(s).

Custom Product” means a product developed pursuant to a Custom License.

Distribute” means to provide or otherwise make Product available.

License” means this End User License Agreement

Licensee” means a third party who is separately licensed by Visionect to use the Licensed Technology and Content.

Examples” means the Licensed Technology and Content made available by Visionect.

Feedback” means any feedback or suggestions that you provide to Visionect regarding the Licensed Technology.

Licensed Technology” means any or all of the Licensed Technology and the Content, including as modified by you under the License.

Product” means any product developed under this Agreement that is made using the Licensed Technology or that combines the Licensed Technology with any other hardware, software or content, regardless of how much or little of the Licensed Technology is used.

Source Code” means the human readable form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).

Tools” means (a) Visionect Software Suite; (b) Visionect Server Management Tools; (c) editors and other tools included in the Licensed Technology; (d) any code and modules, including in object code format, whether statically or dynamically linked; and (e) other tools that may be used to develop standalone products based on the Licensed Technology.

Visionect” means Visionect, d.o.o., located at Ukmarjeva ulica 2, 1000 Ljubljana, Slovenia, European Union, with Company Registration Number 2333988000.

Visionect® Place & Play® Development Platform” means the proprietary hardware and software known as the Visionect® Place & Play® Development Platform and any updates or upgrades to the platform made available by Visionect.

Visionect Trademarks” means the trademarks, service marks, trade names and logos associated with Visionect, Visionect’s intellectual property, and the Visionect® Place & Play® Development Platform.

User” means an individual user who uses a valid Account to access the Licensed Technology and Content.  If you are an individual, “User” means you.  For legal entities, “User” means the individual employee or agent through whom you are exercising rights under this Agreement.

Version” means any updated or upgraded version of the Licensed Technology or Content that Visionect chooses to make available to the public.

You,” “your” or “yourself”, whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you.  For legal entities, “you,” “your” and “yourself” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.

25. Custom Licenses

Custom Licenses are not modified or otherwise affected by this Agreement.  For Custom Products, the terms of your applicable Custom License will govern all matters (including royalties, notifications, Feedback, Contributions, trademarks, service marks, trade names, logos, photographs, and video content related to those Custom Products) related to your use of the code, hardware, software, artwork, and content that are licensed to you under that Custom License, instead of the terms of this Agreement.

As used in this Agreement, the defined term “Product” does not include Custom Products, and except as described above, the terms of this Agreement applicable to Products do not apply to Custom Products.

26. Miscellaneous

This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Visionect relating to the subject matter covered by this Agreement.  All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.

The original of this Agreement is in English; any translations are provided for reference purposes only.  You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.

This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance.  In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.

Any act by Visionect to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect.  You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.

Visionect’s obligations are subject to existing laws and legal process, and Visionect may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.

 

Place & Play Affiliate Program Terms and Conditions

As a Place & Play affiliate, you will receive a 10% commission for every confirmed online sale you have made possible. In return, we expect you to provide us with new sales channels, promoting the Place & Play signage family and supporting Visionect’s marketing activities.

Your excellence in advocating Place & Play will also put you in the running towards becoming an official Place & Play reseller.

 

All payouts in the Place & Play affiliate program are provided in United States dollars (USD), even when the customer’s payment is provided in Euro (EUR). The payout is provided without conversion, meaning that the affiliate receives 10% of the nominal value, in USD.

A sale is considered to have been conducted within the affiliate program when the customer buys a Place & Play product in 60 days from receiving the custom affiliate partner URL (60-day cookie length).

 

Changes to Terms of Use

You can review the most current version of the TOU at any time on this page.

 

Visionect reserves the right, at its sole discretion, to update, change or replace any part of these TOU by posting updates and changes to Visionect’s Sites. It is your responsibility to check Sites periodically for changes. Your continued use of or access to Visionect Sites or Place & Play following the posting of any changes to these TOU constitutes acceptance of those changes.

 

Last updated: September 28, 2017.