By using t4spatial.com or any of our products or services as a visitor or customer, YOU are agreeing to the following terms and conditions ("Software Agreement", “Terms of Service”). As such, it is important that YOU are familiar with all of the terms applying to YOUR use of our services. Please read carefully before accepting the Terms of Service.

We believe the t4 Spatial applications will evolve over time based on user feedback. These Terms are therefore not intended to address every issue raised by the use of the t4 Spatial applications. Any new features that enhance the current Service, including the release of new tools or resources, shall be subject to this agreement and the failure of t4 Spatial to exercise or enforce any right or provision of this agreement shall not constitute a waiver of such right or provision.

t4 Spatial reserves the right to change these terms at any time, effective upon the posting of modified terms and t4 Spatial will make every effort to communicate these changes to YOU via email or notification via the website. It is likely that the Terms of Service will change over time. It is YOUR obligation to ensure that YOU have read, understood and agree to the most recent terms available on the Website.

Any questions or other feedback should be directed to info@t4spatial.com.

3.1

This Agreement, including the exhibits referenced herein, represents the entire agreement between YOU and t4 Spatial and supersedes all prior negotiations, representations, and agreements, whether written or oral, and may be amended only by written instrument signed by both YOU and t4 Spatial.

3.2

YOU must be a person (Accounts registered or run through automated methods are not permitted). YOU must provide YOUR full legal name, a valid email address and any other information requested by t4 Spatial in order to complete the signup process and subscription.

3.3

This Agreement shall be governed by and construed in accordance with the laws of California.

3.4

Violation of any of the terms within this agreement may result in the suspension or termination of YOUR Account or License. Whilst t4 Spatial prohibits unauthorized conduct and content on the service as indicated below, YOU may be exposed to such materials and YOU agree to use the service at YOUR own risk.

3.5

This Agreement shall bind YOU and t4 Spatial and their respective successors and assigns. YOU may not assign or transfer any interest in or rights under this Agreement without the written consent of t4 Spatial, and any attempted assignment of the foregoing shall be void and no effect.

3.6

Nothing contained in this Agreement shall be construed to grant rights or benefits to anyone other than YOU and t4 Spatial, or to create a contractual relationship with or a cause of action in favor of any third person against either YOU or t4 Spatial.

3.7

All provisions of this Agreement related to confidentiality, non-disclosure, proprietary rights, limitations of liability, non-solicitation, and YOUR payment obligations shall survive the expiration or termination of this Agreement for any reason.

3.8

Unless otherwise agreed in writing, for so long as this Agreement remains in effect and for a period of one (1) year after termination hereof, YOU shall not knowingly whether directly or indirectly solicit or hire as an employee or independent contractor a staff member of t4 Spatial or a former staff member of t4 Spatial that is or was involved with any Services.

3.9

Use of the software does not infer or transfer legal responsibility or liability for conduct for any inspection uploaded to t4 Spatial.

Subject to the terms and conditions of this Agreement, t4 Spatial shall provide to YOU the following services (collectively, the "Services"):

4.1

Upon t4 Spatial providing Services to YOU, t4 Spatial shall maintain the host server and provide remote access to the Licensed Application to YOU through the web site located at www.t4spatial.com (the "t4 Spatial Site"), or such other address as t4 Spatial may from time to time elect to use for such site.

4.2

t4 Spatial will aim to provide high service availability; subject to our server hosting providers. In the event of an outage or server access issue, t4 Spatial will not and cannot be held liable for data loss, but will act as soon as reasonable to attempt to restore access.

4.3

While t4 Spatial makes all efforts to prevent any disruption to service during any update or upgrade, there may be times where t4 Spatial applications are inaccessible for a period of less than 30 minutes. Updates and upgrades are scheduled to avoid peak usage.

4.4

t4 Spatial shall provide telephone and email support for the Services to all listed End Users. Such support shall be available Monday through Friday (excluding t4 Spatial designated holidays) from 9:00 a.m. – 5:00 p.m PST.

4.5

Whilst t4 Spatial will be responsible for ensuring multiple regular daily backups of the subscription account data and the server(s) itself, t4 Spatial will not accept under any circumstances the liability for the loss of customer data through misuse by client in general use, hacking or server failure.

4.6

t4 Spatial may, from time to time, implement new releases of the Licensed Application containing enhancements and error corrections all of which YOU must accept.

4.7

No support shall be available, and t4 Spatial shall not be liable, for:

1. Problems, errors, or bugs resulting from configuration or faults in YOUR computer or network operating systems (e.g., NT, Windows, etc.) or any third party software;
2. Hardware malfunctions, including cables, ports, printers, disk drives, etc.; or
3. Modifications made to the Licensed Application by a party other than t4 Spatial.

4.8

YOU will provide YOUR own Adobe Flash compatible internet browser and internet connection (including any firewall or proxy permission required).

4.9

t4 Spatial retains the intellectual property rights for any and all programming code, including the system look and feel and the business model which it supports. You may not duplicate, copy or reuse any portion of that code, visual design elements, or other system characteristics without express written permission from t4 Spatial.

5.1

t4 Spatial distributes Applications under a commercial subscription agreement.

5.2

Subject to the terms and conditions of this Agreement, t4 Spatial hereby grants YOU, as a named ‘End User’, during the term and any renewal term a non-exclusive, non-transferable subscription to remotely access and use specific applications through the t4 Spatial Site.

5.3

No third party applications, content, or contributions desired by YOU may be incorporated into the Licensed Application without t4 Spatial’s prior approval and ongoing supervision.

5.4

Demo sessions and trials of t4 Spatial software are archived and / or reset on a regular basis. After that period, if YOU would like to use the software legally, YOU must purchase a subscription for the product or sign up for a subscription account.

6.1

Invoices for subscriptions will be billed in advance for the monthly subscription period and are non-refundable. If YOUR Proposal is under $1,000/month, the billing shall be set up as a direct debit or credit card payment or as otherwise agreed. Legacy video upload fees will be payable upon the date of upload and apply to data more than twelve (12) months old at the time of upload. Within the first thirty (30) days of the first data uploaded, if YOU are not happy with the Service, we will refund YOUR money for the subscription and/or upload fees. All other services delivered, such as training or administrative support or customizations will be payable upon receipt of the applicable invoice. Overdue payments shall bear interest at the rate of one percent per month (12 percent per annum). YOU will reimburse t4 Spatial for all costs and expenses of collection; including without limitation all court costs and reasonable legal fees.

6.2

Term and Automatic Renewal. The term of this Agreement shall be for the period agreed in the Sales Proposal and paid for by YOU within the t4 Spatial site or as agreed in the Sales Proposal and shall commence on the account activation. t4 Spatial shall send to YOU, at least thirty (30) days before the expiry of YOUR current subscription period a notice of renewal including the revised subscription for the renewal term ("the Renewal Notice"). If t4 Spatial does not receive such payment from YOU before the expiry date YOUR account shall be suspended. If payment is not received within 10 days from the end of the period then this Agreement shall terminate.

6.3

Cancellation of Service. If YOU choose to cancel your subscription, YOU must provide at least thirty (30) days notice ("Notification Period") and the reason of cancellation to t4 Spatial. YOUR account will then be terminated at the completion of the subscription period after the end of the Notification Period. There is no proration of subscription periods.

6.4

YOU shall be responsible for all sales taxes, use taxes, and any other taxes and charges of any kind imposed by any national or local governmental agency on the Services or transactions contemplated by this Agreement, excluding only taxes based solely upon t4 Spatial’s income. When t4 Spatial has the legal obligation to pay or collect such taxes, the appropriate amount will be invoiced to and paid by YOU, unless YOU provide t4 Spatial with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.1

This Agreement may be terminated as follows:

1. Immediately upon written notice by one party to the other party if the other party ceases to function as a going concern or to conduct operations in the normal course of business; or
2. Upon ten (10) days written notice by one party to the other party if the other party materially breaches any term or condition of this Agreement and does not cure such breach within notice period; or
3. Upon the mutual written consent of the parties.

7.2

Upon the expiration or termination of this Agreement for any reason,

1. All subscriptions granted under this Agreement shall automatically terminatei;
2. Each party will return or destroy, at the other party’s option, all copies of the other party’s Confidential Information in its possession and shall immediately remove all links to the other party’s web site;
3. t4spatial shall terminate the End User passwords and logon IDs and access to the t4spatial Site;
4. If the termination is due to a breach by t4spatial, any fees paid to t4spatial by YOU extending beyond the termination date shall be refunded in full by t4spatial to YOU forthwith on termination;
5. If the termination is due to a breach by YOU, payment is to be made up to the end of YOUR billing period;
6. Terminated accounts will have their data archived in a secure backup facility for 12 months. This data can be deleted or supplied within this timeframe upon customer request.

7.3

t4spatial reserves the right to accept, decline, suspend accounts (Trial and Paid) at will. Discretion will be used, and action may be taken if needed to ensure integrity for t4spatial and our customers.

7.4

t4spatial has no obligation to monitor and access customer accounts, but may do so if for any reason it believes there is just cause. (Reasons could include illegal activity, uploading of virus infected files, questionable material or for general customer support).

7.5

t4spatial does not pre-screen any content and does not maintain responsibility for any end user generated content, but does reserve the right (but not the obligation) to refuse or remove any content available via the service.

8.1

t4spatial reserves the right at any time to modify or discontinue the service (or any part thereof) with or without notice.

8.2

Prices will be reviewed on a periodic basis and adjusted accordingly if needed. t4spatial reserves the right to increase prices. Notice will be given of at least 30 days in advance of any price changes.

9.1

Personal information you provide to t4 Spatial through the Service is governed by the t4 Spatial Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the t4 Spatial Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to info@t4Spatial.com or by calling us on any of the numbers listed at t4spatial.com/contact. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

10.1

All inspection data entered or uploaded or supplied by YOU into the Application will be YOUR sole property.

10.2

YOU grant t4 Spatial during the Term and any Renewal Term a non-exclusive right to use content uploaded or supplied by YOU for the purpose of fulfilling t4 Spatial’s obligations hereunder. t4 Spatial reserves the right to remove or modify, as appropriate, any of YOUR Content that, in t4 Spatial’s reasonable discretion:

1. Causes any technical difficulties or interference with the operations or intended functionality of the Licensed Application or the t4 Spatial Site;
2. Violates any of t4 Spatial’s then current online Terms of Service or other policies; or
3. Violates any applicable laws, rules, or regulations of any jurisdiction.

10.3

t4 Spatial retains the intellectual property rights for any and all programming code, including the system look and feel and the business model which it supports. You may not copy, duplicate, or reuse any portion of that code, visual design elements, or other system characteristics without express written permission from t4 Spatial.

11.1

YOU expressly understand and agree that the use of the services is at YOUR sole risk. All decisions YOU make based on content presented within t4 Spatial are yours solely. The service is provided on an "as is" and “as available” basis.

11.2

t4 Spatial makes no warranty that the services will be uninterrupted, timely, secure, or virus free. Use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data that results from the use of the services or the download of any such material. No advice or information, whether written or oral, obtained by you from t4 Spatial, its employees or representatives shall create any warranty not expressly stated in the terms.

11.3

t4 Spatial warrants and represents:

1. That, from the date of Activation to the end of the Subscription Period the Application will substantially conform to the documentation and specifications; and
2. The Services will be performed in a professional and workmanlike manner. In the event of any breach of the foregoing warranties, t4 Spatial shall re-perform the Services and use its commercially reasonable efforts to cause the Licensed Application to substantially conform to the Documentation and Specifications, as the case may be. In the event that the re-performed services are still not satisfactory within 45 days, YOU may terminate this Agreement by giving notice in writing to t4 Spatial. The foregoing shall be YOUR exclusive remedies for any breach of warranty claim.

12.1

Excluding liability for breach of a party’s confidentiality obligations hereunder and subject to any other provision contained in this Agreement, neither party shall be liable to the other party or any third party for lost profits, cost of procurement substitute goods or services, or incidental, indirect, special, exemplary, consequential, punitive, or other similar damages, even if the party has been advised of the possibility of such damages. The foregoing limitations apply to all causes of action, including without limitation breach of contract or warranty, negligence, strict liability, misrepresentations, or other torts. t4 Spatial’s aggregate liability for claims arising out of or relating to this Agreement shall not exceed the fees paid by YOU towards this Agreement.

12.2

You expressly understand and agree that t4 Spatial shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if t4 Spatial has been advised of the possibility of such damages), resulting from:

1. The use or inability to use the service (which shall be deemed to include YOUR failure to furnish appropriate network access to End Users, or information with respect to details of performance on the part of YOU);
2. The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or any messages received or transactions entered through or from the service;
3. Unauthorized access to or alteration of YOUR transmissions of data;
4. Statements or conduct of any third party on or involved in providing the service;
5. Any other matter relating to the service.

12.3

t4 Spatial shall not be liable to YOU (or to any third party) for any delay or failure in performance of Services hereunder that is caused in whole or in part by reason of force majeure, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot and other acts of civil disobedience, action of a public enemy, failure or delays in transportation, laws, regulations or acts of any national, state or local government (or any agency, subdivision or instrumentality thereof), judicial action, labour dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw materials, machinery or technical failures. Any delay resulting from force majeure shall correspondingly extend the time for performance by t4 Spatial.

13.1

YOU agree to indemnify and hold harmless t4 Spatial, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by t4 Spatial.

14.1

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, t4 Spatial may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.