The following Terms of Service (“Terms” or “Agreement”) constitute a legal agreement between you or the entity or company that you represent (“Customer” or “You”) and Alerce Technologies, Inc. (“Alerce”), which governs Customer’s use of the Services. The Services can be accessed (a) as a free-to-the-user service having the specifications outlined in the respective Plan (the “Free Version”) and (b) as a paid service having the specifications outlined in the respective Plan, for which Customer pays a monthly or yearly subscription fee (the “Paid Version”). Customer’s use of the Services is subject to (a) the terms and conditions set forth below and (b) Alerce’s privacy policy, found at https://alerce.com/privacy and incorporated herein by reference, so please take the time to fully understand how these Terms and Alerce’s privacy policy govern Customer’s relationship with Alerce and Customer’s use of the Services. The Services are available only to individuals who are at least 18 years old. If Customer is an individual, Customer represents and warrants that Customer is at least 18 years old. Each business or individual may have only 1 Free Version account.
Customer acknowledges that the Free Version is provided at no charge for one month and it will allow users to have just visualization services, and therefore, the terms that govern use of the Free Version are different, in part, from the terms that govern use of the Paid Version. The specific provisions that relate only to the Paid Version are set forth in Sections 6 (Paid Version Payments), 7.1 (Paid Version Limited Warranty), 8.1 (Paid Version Limitation of Liability), and 9.2 (Termination of the Paid Version), and the specific provision that relates only to the Free Version is set forth in Section 8.2 (Free Version Limitation of Liability). All other non-specified terms shall apply to both the Paid Version and Free Version. If Customer upgrades from the Free Version to a Paid Version, Customer acknowledges and agrees that the terms that govern the use of the Paid Version shall automatically apply to Customer upon such upgrade.
CUSTOMER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR USING THE SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
“Confidential Information” means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information disclosed by or for a party in relation to this Agreement, but not including any information the receiving party can demonstrate is (a) already rightfully known by it without restriction, (b) rightfully furnished to it by a third party without restriction and without breach of any obligation to the disclosing party, (c) generally available to the public without breach of this Agreement or (d) independently developed by it without reliance on the Confidential Information of the disclosing party. All pricing information is Alerce’s Confidential Information. “Content” means all media, text, software, scripts, graphics, photos, sounds, music, videos, podcasts, audiovisual combinations, interactive features and other materials that may be viewed on, accessed through, or contributed to the Services. “Customer Content” means Content contributed to the Services by Customer. “Customer Data” means all Customer registration information and other transaction data collected, processed and retained by Alerce in connection with providing the Services. “Plan” means Alerce’s free or any paid plans, as applicable and as further described on Alerce’s website available at: https://alerce.com/pricing. “Services” means the services hosted by Alerce and provided to Customer under this Agreement. “Systems” means modems, servers, software, network and communications equipment and ancillary services that are owned, controlled or procured by Customer. “Updates” means any patch, revision or update to the Services delivered by Alerce.
Subject to all terms and conditions of this Agreement, Alerce will use commercially reasonable efforts to provide the Services. Alerce may provide the Services to Customer directly, or indirectly using contractors or other third party vendors or service providers.
Use of the Services by Customer shall not unreasonably interfere with use of the Services by other Alerce customers. All Plans have an associated monthly or annual with nunmber of projects limit as specified on the pricing page of the Alerce website (https://alerce.com/pricing). Monthly limits are calculated based on calendar months and are based on the date of account activation. Annual limits are calculated from the date of account activation. Once an account reaches its monthly or number of projects limit or if there is needed advance customization and integration. You will be notified and given the option of (a) upgrading to a plan , or (b) determination of extra hours and services to the original SOW agreed for customized dashboards
Customer may access the Services as Alerce instructs through a combination of one or more user names and passwords.
Customer shall take full responsibility and liability for the security of each of its user names and passwords, and shall be solely responsible for all use of the Services through such user names or passwords. Customer agrees to immediately notify Alerce of any unauthorized use of the Services or any other breach of security known to Customer.
a) As a condition of use of the Services, Customer shall not use the Services for any purpose that is prohibited by these Terms. for any illegal or fraudulent activity;
(b) Customer shall not (directly or indirectly) or permit any third party to: (i) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (ii) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather information, content or other materials from Services or reproduce or circumvent the navigational structure or presentation of Services; (iii) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, (iv) use any of Alerce’s Confidential Information to create any software, documentation or service that is similar to the Services or any documentation provided in connection therewith; (v) modify, translate, or otherwise create derivative works of any part of the Services, or (vi) copy, license, sublicense, sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available the Services in any service bureau arrangement or otherwise for the benefit of any third party without the prior written consent of Alerce. Customer shall abide by all applicable local, state, national and international laws and regulations, including, without limitation, any export control laws or regulations of the United States of America or any other relevant jurisdiction. Access to the Services by “bots” or other automated methods in any way that could degrade the system is not permitted.
(c) Customer shall not upload, download, post, submit or otherwise distribute BI Powerbi Dashboards , that: infringes any confidential information is unlawful, deceptive, fraudulent, invasive of another’s privacy contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Alerce or any third party.
Alerce reserves the right to change, modify or discontinue any Services or Plan (in whole or in part) at any time. You agree that if Alerce changes, modifies or discontinues the Services or Plan you have elected, Alerce is authorized to migrate you to the new Services or Plan which most closely align with your previously elected Services or Plan.
Alerce reserves the right to change the Terms at any time, but if Alerce makes such changes, Alerce will bring it to your attention by placing a notice on the Alerce website, by sending You an email, and/or by some other means. If You don’t agree with the new Terms, You are free to reject them; unfortunately, that means You will no longer be able to use the Services. If You use the Services in any way after a change to the Terms is effective, that means You agree to all of the changes. Except for changes by Alerce as described herein, no other amendment or modification of these Terms will be effective unless in writing and signed by both You and Alerce.
Alerce will not be responsible or liable for any failure in the Services resulting from or attributable to (a) Customer’s Systems, (b) network, telecommunications or other service or equipment failures outside of Alerce’s facilities, (c) Customer’s or third party’s products, services, negligence, acts or omissions, (d) any force majeure or cause beyond Alerce’s reasonable control, (e) scheduled maintenance or (f) unauthorized access, breach of firewalls or other hacking by third parties.
Customer shall obtain and operate all Systems needed to connect to, access or otherwise use the Services, and provide all corresponding backup, recovery and maintenance services. Customer shall ensure that all Systems are compatible with the Services. Customer shall maintain the integrity and security of its Systems (physical, electronic and otherwise).
The terms of this section shall govern the usage of the Services by any university, and other natural person (including professors) and entity providing specialized post grade programs.
Alerce will use commercially reasonable efforts to provide Customer with support and maintenance services for the Services in accordance with its standard practices (as amended from time to time). Customer agrees that Alerce will have the right to charge in accordance with its then current policies for any support services resulting from problems, errors or inquiries relating to Systems or any other network, equipment, service or software not owned, controlled or procured by Alerce.
Alerce shall have no obligation to provide Updates, except that Alerce will provide Customer with any Update that it makes generally available without charge to its similar customers.
Except for Customer Content, Alerce (and its licensors) own all right, title and interest in and to the Services and all modifications, enhancements and Updates to the Services (including all intellectual property and proprietary rights embodied therein). Alerce reserves all rights not expressly granted hereunder. Customer shall not take any action inconsistent with such rights. Customer shall not alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice.
Customer owns all right, title and interest in and to the BIM Content. You hereby grant Alerce to exploit the BIM content as necessary to provide the Services to You. You are responsible for all BIM Content, and You represent and warrant
As between the parties, Customer shall own all Customer Data. Alerce shall not disclose to third parties or use any Customer Data except as reasonably necessary to provide the Services to Customer, (ii) comply with a validly issued subpoena, an investigative demand or warrant, or (iii) to meet its legal, regulatory or similar requirement or investigation. Notwithstanding the foregoing, during and after the term of this Agreement, Alerce may use anonymized Customer Data, such as bill of materials, example number of windows, ceilings, HVAC systems, , as combined with other Alerce customers’ data, to improve and/or market the Services. For clarity, Alerce does not share personally identifiable information such as user name, email, etc. Customer agrees to create archival copies or backup copies of all Customer BIM Data.
Customer agrees to indemnify and hold Alerce harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys' fees) (a) arising out of any use or disclosure of Customer Data or Customer Content in connection with the provision of Services, (b) to comply with any legal, regulatory or similar requirement or investigation, (c) resulting from Customer’s breach of Section 2.5(a) hereof and (d) arising out of, relating to, or resulting from any third-party claim against Alerce from Customer’s failure to comply with any of its obligations under applicable Data Protection Laws, as defined in the Data Processing Addendum, if applicable.
Except for the specific rights granted by this Agreement, the receiving party shall not use or disclose any of the other’s Confidential Information without its written consent, and shall use reasonable care to protect the other’s Confidential Information, including ensuring that its employees and contractors with access (a) have a need to know for the purposes of this Agreement and (b) are bound by obligations of confidentiality at least as protective as those provided herein. Each party shall be responsible for any breach of confidentiality by its employees and contractors. Each party may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, either party may provide a copy of this Agreement or otherwise disclose its terms in connection with any financing transaction or due diligence inquiry, provided that the party to whom such information is disclosed is bound by confidentiality obligations substantially similar to those herein and the party disclosing such information is responsible for any breaches of confidentiality by the party to whom such information is disclosed.
Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided, that prior to any such disclosure, the receiving party shall use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirement to disclose and (b) cooperate with the disclosing party in protecting against or minimizing any such disclosure or obtaining a protective order.
Promptly after any termination of this Agreement (or at the disclosing party’s request at any other time), the receiving party shall return all of the other’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Notwithstanding the foregoing, Alerce may retain and use Customer Data, as combined with other Alerce customers’ data, solely to improve and/or market the Services, even after termination of the provision of Services to You.
Customer agrees to pay Alerce the fees, in the amounts and at the times specified in the selected Plan.
In order to set up an account with Alerce, Customer must provide Alerce with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. Customer’s card will never be charged without its authorization. By submitting such credit card information, Customer gives Alerce permission to charge all fees incurred through its account to the designated credit card. Alerce reserves the right to terminate this Agreement in accordance with Section 9.2 hereto if Customer does not provide a valid credit card for the payment of fees hereunder.
The Services are billed in advance on a monthly or annual basis, depending upon which payment plan is chosen by Customer, and are due within thirty (30) days thereof. Alerce will not provide refunds or credits in the case of cancellations, downgrades, or when there are unused portions of the Services on an open account. For any Services upgrade, the additional fee for the Services upgrade for the remainder of the current term (i.e. either month or year) will automatically be charged to Customer at the time of the upgrade. With thirty (30) days prior notice, Alerce may change future recurring charges for the Services to a monthly or annual billing cycle or such other cycle then available for the Services (as chosen by the Customer). In such case, Customer may terminate this Services anytime prior to end of such thirty (30) day notice period. For Customers that elect to be invoiced, all amounts are due and payable within 30 days from the date of the invoice.
All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) which Alerce will charge to You as applicable. You agree to pay and will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, excluding taxes based upon Alerce’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
Alerce warrants that it will provide the Paid Version in a manner consistent with general industry standards reasonably applicable to the provision thereof. Any warranty claim under the foregoing sentence must be made in writing within ten (10) days after performance of the nonconforming Services. Alerce’s sole obligation and Customer’s exclusive remedy in respect thereof is for Alerce to re-perform the nonconforming Services or, at Alerce’s sole discretion, to terminate these Terms in respect of the nonconforming Services and refund to Customer the pro-rata portion of the previously paid Services fees for the unused portion of the subscription term for the nonconforming Services. Notwithstanding the foregoing, the Paid Version may be temporarily unavailable, for example, when deemed reasonably necessary or prudent by Alerce to repair, maintain or upgrade the Paid Version or for causes beyond Alerce’s reasonable control. Alerce will notify Customer at least 48 hours in advance of any known planned Paid Version-related outages.
Except as specifically provided herein, the services are provided “as is” without warranty of any kind. Alerce does not warrant that the services will meet customer’s requirements or that their operation will be uninterrupted or error-free. To the fullest extent permitted by law, Alerce hereby disclaims (for itself and its suppliers) all other warranties, whether express or implied, oral or written, with respect to the services including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade
Except for death, bodily injury or fraud, amounts owed to third parties pursuant to the indemnification obligations herein, any breaches of section 2.5 (prohibited uses) or section 6.1 (fees), or any exclusion or limitation of liability that is void, prohibited or unenforceable by applicable law, in no event shall either party (or its suppliers) be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any:
These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein. The terms of this section shall apply to any data processing addendum executed by the parties.
Except for death, bodily injury or fraud, or to the extent that any exclusion or limitation of its liability is void, prohibited or unenforceable by applicable law, in no event shall Alerce be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any:
These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein. The terms of this section shall apply to any data processing addendum executed by the parties.
This Agreement shall commence on the date that this Agreement is accepted. With respect to a Paid Version user, this Agreement shall continue in effect for the initial term specified in the Plan (or if no such term is specified, then for the length of your billing cycle), unless this Agreement is terminated earlier as permitted in Section 9.2. At the end of such initial term, the Agreement will be extended automatically for additional terms equivalent to your billing cycle (i.e. 1-month terms or 1-year terms, as applicable), unless your Plan says otherwise or Alerce changed the billing cycle per Section 6.3 hereof or this Agreement is terminated earlier as permitted in Sections 9.1 or 9.2. Either party may elect not to have this Agreement extend automatically by giving notice of such election to the other party at least 2 month prior to the end of the then current initial or renewal term. Customer is solely responsible for properly noticing Alerce of its election not to have this Agreement automatically renew by following the cancellation directions available in Customer’s Alerce account. With respect to a Free Version user, this Agreement shall continue in effect until either party terminates this Agreement upon at least 5 business days’ notice to the other party.
With respect to the Paid Version, this Agreement may be earlier terminated by either party, in whole or in part, (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 10 days (5 days in the case of non-payment) after receiving notice of such breach from the non-breaching party, or (b) immediately upon notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course.
Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that: