Terms of Service
Thank you for using Encircle! These Terms of Service, including any Appendices attached hereto (the “Terms”) govern your access to and use of Encircle (“we” or “our”) websites and services (the “Services”), so please carefully read them before using the Services. By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization. You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with Encircle and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services, including the availability of any feature or content, account access, or any promotion offered by Encircle, at any time without prior notice to you. We may also remove any content from our Services, impose limits on the Services and/or terminate or restrict your access to parts or all of the Services at our discretion, without notice or liability.
Creating Your Account
Encircle will provide you with certain information to allow you to create an account and use the Services, such as one or more user IDs and passwords, and to add users who have the ability to create user IDs and/or passwords (the “Access Information”). You may not permit anyone other than you or your authorized representatives (including “Users” — meaning someone creating an account or using your account in relation to the Services that has been invited to do so by you, whether as your customer or on your behalf) to obtain access to the Services using the Access Information. Be aware that you are solely responsible for imposing any desired limitations to account permissions respecting your Users, enforcing User compliance with this Agreement, removing access to the Services from Users where desired (such as in the case of employee or contractor termination), and instructing Users respecting the usage of the Services, and you shall be vicariously liable for any breach by Users of these Terms.
Provision of the Services to you is conditional upon your payment to Encircle of all relevant fees, and your continued compliance with these Terms. Of course, some Services, such as the Encircle’s free mobile application, do not have a fee attached to it – but where Encircle’s standard price list sets out a fee, you must pay it to use the Services. Pricing for the various Services types is as described in Encircle’s standard price list – for example, the Services you are using may be billed on a monthly, annual or per-use basis – and billing is based on the accounts created by you.
If you are paying by credit card, you authorize Encircle or its third party payment processor to automatically charge your credit card for any and all fees incurred by you for Services. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection. The foregoing shall not limit Encircle’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you shall also be responsible for paying for all reasonable fees and costs incurred by Encircle, including legal fees, in collecting any overdue amounts or enforcing any provision of these Terms. You are also responsible for paying all taxes applicable to your purchase of the Services.
Your Stuff and Your Privacy
By using our Services you provide us with information, files and attachments that you submit to Encircle (together, “your stuff”). You retain full ownership to your stuff. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Services, as explained below. By the same token, you’re also responsible for your stuff – you need to ensure that you have the right to provide us with it and to allow us to use your stuff to provide you with the Services and in accordance with these Terms.
By using our Services, you agree to take all liability for any claims relating to your stuff, and indemnify, defend and hold us harmless against those claims. We may need your permission to do things you ask us to do with your stuff, for example, hosting your information and attachments, or sharing them at your direction. This includes product features visible to you, for example, image thumbnails or document previews. You agree that, by requesting those services, you’re giving us permission to use your stuff to the extent needed to do the things that you request. We may also need to make design choices to technically administer our Services, for example, how we redundantly backup data to keep it safe, and some of those design choices may require us to move, share or technically manipulate your stuff; however, the integrity and the privacy of your stuff will continue to be respected. You give us the permissions we need to do those technical things solely to provide the Services.
- Lawfulness, Fairness, and Transparency: We may not reveal the granular details of how we protect your data, because that would compromise its security — but we will let you know why we need it, what we need it for, and process it securely and in accordance with applicable laws. If you have any questions respecting your data and how it's being used, you need only ask us, and we will answer.
- Minimization of Data: We only collect information that we need, and that you choose to give to us. We will not collect personal information gratuitously from you for no reason.
- Accuracy: We make reasonable efforts to keep your data accurate and up to date, based on your input; if you notify us of any changes to your data, we will make sure to change it in our systems in a timely manner.
- Limitation of Data Retention: We believe in streamlining the way that we handle data so that it minimizes data redundancy and unnecessary retention, we have instituted processes to delete personal information from our systems when it is no longer required.
- Integrity and Confidentiality: We process your information using appropriate technical or organizational measures designed to ensure appropriate security of your personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction or damage.
We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services; all of that information is provided “AS IS”, without any warranty at all, and it’s your responsibility to evaluate how and whether you would like to use and rely on the information. In particular, you acknowledge that much of the information is being provided by third parties, who are not under the control or direction of Encircle, and Encircle is not liable for any acts or omissions of those third parties. Conversely, you agree that you will comply with community guidelines and post, to the best of your ability and where applicable, useful and accurate information.
Sharing Your Stuff
The Services provide features that allow you to share your stuff with others or to make it public. There are many things that users may do with that stuff (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. Encircle has no responsibility for your activity, or the activities of any other user of Encircle services.
Files and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not Encircle, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services.
You, and not Encircle, are responsible for maintaining and protecting all of your stuff. Encircle will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff.
You are responsible for using the Services in accordance with these Terms and all applicable law – this includes not transmitting harassing, abusive, libellous, illegal or deceptive messages or information; committing, attempting to commit or helping to commit a crime or other illegal or tortious acts, including any infringement of intellectual property rights; or any activities that violate any third party’s privacy rights. This also includes not engaging in any activity that could interfere with, degrade, or adversely affect any software, system, network or data used by Encircle and/or other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services).
If your contact information or other information related to your account, changes, you must notify us promptly and keep your information current. The Services are not intended for use by you if you are under 13 years of age. By agreeing to these Terms, you are representing to us that you are over 13.
Certain features of the Services require your agreement to specific terms and conditions, which are contained in Appendices to these Terms. The provisions of an Appendix govern your use of the feature specified in each such Appendix; please ensure that, if you use such feature, you comply with the terms of the Appendix, as they are binding upon you. To the limited extent of any direct contradiction between an Appendix and these Terms, the terms of the Appendix shall govern solely with respect to usage of the feature specified in the Appendix.
Your account is intended to be personal to you, and you are not allowed to use the Services for any commercial purposes or for the benefit of any third party. Therefore, you are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. As a corollary to this, you are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Encircle of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to Encircle, it is your responsibility to use a secure encrypted connection to communicate with the Services.
Software and Updates
Some use of our Service requires you to download a client software package (“Software”). Encircle hereby grants you a limited, personal, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. As the Software is solely to be used to access the Services, all parameters for use of the Services also apply to the Software; the Software is also to be used only by you, and you are not permitted to distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software, in whole or in part, to any third party on a temporary or permanent basis. Our Services may update the Software on your device automatically when a new version is available; by continuing to use the Services, you are agreeing that Encircle has the right to require you to use those updates, and that those updates are covered under these Terms.
As we are providing the Software under Canadian law, we need you to comply with certain basic statutory parameters about your rights to use the Software. Accordingly, you hereby represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Governments as a “terrorist supporting” country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
You acknowledge that Encircle utilizes Microsoft Azure to provide hosting for its servers that are used by you in using the Services (“Host”), and that the servers are subject to the hosting agreements of the Host. The Host may impose additional restrictions, or may have additional rights, in relation to your use of the servers; it is solely your responsibility to ensure that you are aware of the terms and conditions imposed by the Host, and to comply with such terms and conditions. As of the date that these Terms were written, such Host’s agreements could be found at Microsoft Azure Legal Information (https://azure.microsoft.com/en-us/support/legal/).
To the limited extent that these Terms are less restrictive than the Host’s agreement, or is in direct conflict with, the Host’s agreement as they relate to your obligations respecting use of the servers, the usage rules of the Host’s agreement shall apply. The Host is a third party beneficiary of these Terms, and, upon your acceptance of the terms and conditions of these Terms, such Host will have the right (and you will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. Notwithstanding the foregoing, these Terms are concluded solely between you and Encircle, and not with the Host, and the Host shall have no responsibility whatsoever respecting the Services or Software.
Encircle Property and Feedback
These terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you, and that by sending us the feedback, you are giving us the right to use it however we wish. The Software and other technology we use to provide the Services are owned or licensed by Encircle, and are protected by copyright, trademark, and other laws of the United States, Canada and foreign countries. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you. These Terms do not grant you any rights to use the Encircle trademarks, logos, domain names, or other brand features. Any rights not expressly granted to you in these Terms are reserved.
Acceptable Use Policy
You will not, and will not attempt to, misuse the Services, and will use the Services only in a manner consistent with the Encircle Acceptable Use Policy.
Encircle respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported email@example.com. We reserve the right to delete or disable content alleged to be infringing and to terminate the provision of Services if the infringement warrants it. Our designated agent for notice of alleged copyright infringement on the Services is:
151 Charles St W #100,
Kitchener, ON N2G 1H6
The Services may contain links to third-party websites or resources. Encircle does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.
These Terms will apply to your use of the Services from the date that you sign up for the Services until the date that your Services are terminated as described below.
Though we’d much rather you stay, you can stop using our Services any time – just notify us that you want to terminate your use of the Services. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately. You still need to pay us for all your use of the Services up to the date of termination.
Encircle is Available “as-is”
Though we want to provide a great service, there are certain things about the service we can’t promise. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, OR NON-INFRINGEMENT. Encircle makes no representations or warranties whatsoever concerning any information obtained through the Services, and Encircle will not be responsible or liable for the accuracy, copyright compliance, or legality of any material contained in or accessed through the Services,.
You therefore acknowledge that Encircle has no special relationship with or fiduciary duty to you, and has no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation: (a) which users use the Services, (b) what material you or other users access on or through the Services, (c) how you or any other user may interpret or use materials accessed through the Services, or (d) what actions you may take as a result of having been exposed to information obtained through the Services. Encircle will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some jurisdictions do not allow the types of disclaimers in this paragraph, so they may not apply to you; however, in such cases, these disclaimers shall be deemed to apply to the maximum extent allowable by such jurisdictions.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ENCIRCLE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANYTHING OTHER THAN YOUR DIRECT DAMAGES, IF ANY. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ENCIRCLE EXCEED THE AMOUNT PAID BY YOU FOR THE PORTION OF THE SERVICES THAT GAVE RISE TO THE CLAIM. ENCIRCLE SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES, AND YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO UNINSTALL AND CEASE USE OF SUCH SOFTWARE.
EXCEPT FOR THE FOREGOING DIRECT DAMAGES, IN NO EVENT WILL ENCIRCLE BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ENCIRCLE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the types of limitations in this paragraph, so they may not apply to you; however, in such cases, these limitations shall be deemed to apply to the maximum extent allowable by such jurisdictions.
As we have no control over your actions and the way that you use the Services other than by requiring you to agree to these Terms, we feel it is your responsibility to make good on any claims brought against Encircle as a result of your acts or omissions. Accordingly, you agree to indemnify, defend and hold harmless Encircle from any claim or demand (including costs and attorneys' fees that are incurred as a result of the claim or demand) made by any third party due to or arising out of: (a) your access to the Services, the Software, and any content obtained by you through the Services or Software, (b) your use or misuse of the Services and/or Software, (c) any breach of these Terms by you, (d) your infringement of any intellectual property or other right of any person or entity, or (e) your violation of any third-party rights or any applicable laws. This indemnity would also apply where the claim or demand arose from the acts or omissions of a third party gaining access to the Services or Software through you.
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.
Miscellaneous Legal Terms
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY ONTARIO LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE PROVINCIAL COURTS OF TORONTO, ONTARIO, CANADA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and Encircle with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services.
These Terms create no third party beneficiary rights. Encircle’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Encircle may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
You acknowledge and agree that by entering into an order form with Encircle that references these Terms, or by clicking on the "I AGREE" button (or similar buttons or links as may be designated by Encircle to show your acceptance of these Terms and/or your agreement to use the Services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts and create other records, and to the electronic delivery of notices, policies and records of transactions relating to the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Encircle and you are not legal partners or agents; instead, our relationship is that of independent contractors. It is the express will of the parties that these Terms and all related documents have been drawn up in English.
C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
This Appendix relates to your usage of Encircle Floor Plan.
What Is Encircle Floor Plan? Encircle Floor Plan is a feature offered by Encircle that permits you to upload certain materials (such as photos, videos and other imagery) subject to the parameters described herein and in the Encircle Floor Plan documentation (“Background Materials”), and obtain certain output based on such Background Materials, such as 3D models, 2D or 3D floor plans (“Output”). The Output is generated by means of a service provided and hosted by a third party service provider, and use of Encircle Floor Plan is therefore subject to the provisions of this Appendix 1 to these Terms. Editing features may also be available that permit you to make modifications on your Output.
License to Use Encircle Floor Plan. Subject to your compliance with the provisions of this Appendix, these Terms, and the usage parameters and instructions set forth in Encircle Floor Plan documentation, Encircle hereby grants to you a limited, non-exclusive, non-transferable, royalty-free license, during the period that you are authorized to use Encircle Floor Plan pursuant to this Appendix, to use the Encircle Floor Plan to generate Output based on your Background Materials. Output is owned by Encircle and/or its third party service provider; however, Encircle and such third party service provider grants you a non-exclusive, transferable, sub-licensable, irrevocable, royalty free, worldwide, perpetual license to use, display, distribute, alter, modify, copy, sell, transfer, or make derivative works of the Output specifically relating to your Background Materials, solely in the context of your usage of the other Encircle products and services to which Encircle Floor Plan is connected. Except for the rights expressly granted hereunder, no other rights or licenses are granted or conveyed to you whether by estoppel, implication or otherwise.
- You warrant that, for all Background Materials (including, without limitation, photos, videos, scan imagery, addresses, and all other uploaded material): (a) you have the right to submit (or authorize submission of) such Background Materials to Encircle and its third party service provider through Encircle Floor Plan; (b) neither Encircle nor its third party service provider will need to obtain licenses from any third party or pay royalties to any third party for use of Background Materials; and (c) to the best of your knowledge, the Background Materials do not and will not violate, misappropriate, or infringe any third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other intellectual property right.
- You hereby grant Encircle a non-exclusive, transferable, sub-licensable, irrevocable, royalty free, worldwide, perpetual license to: (i) use, display, distribute and otherwise make available Background Materials in any form solely for the purposes of providing the Output to you and to internally improve and/or develop Encircle Floor Plan and/or the underlying third party service; (ii) use, alter, modify, copy, sell, transfer, or make derivative works from Background Materials solely for the purposes of providing the Output to you and to internally improve and/or develop the Encircle Floor Plan and/or the underlying third party service; and (iii) sublicense or pass through the rights to any derivative work created from Background Materials by Encircle or its third party service provider to you, and, to the extent that the derivative work does not reveal or include any of your confidential information, to third parties. You hereby waive any moral rights or other rights with respect to attribution of authorship or integrity in Background Materials in relation to the foregoing usage of the Background Materials.
- You acknowledge that use of Encircle Floor Plan for your needs may require disclosing personal data (as defined in applicable privacy legislation) to Encircle and its third party service provider. You shall disclose only the data that is necessary in order to obtain your desired Output. In addition, you shall ensure that you have a legal basis for processing and disclosing such personal data to Encircle and its third party service provider. You shall take all the necessary steps in order to inform the data subjects (being the individuals to whom the personal data pertains), and obtaining all necessary consents. Encircle and its third party service provider shall handle all such personal data in accordance with their respective privacy policies and applicable law.
Usage Restrictions. Except as expressly permitted in this Appendix, you shall not yourself, or allow, authorize, permit or assist others to:
- Use Encircle Floor Plan to violate any applicable local, state, or national law, regulation or order;
- Interfere with or disrupt the integrity or performance of Encircle Floor Plan or the data contained therein, or attempt to gain unauthorized access to Encircle Floor Plan or its related systems or networks;
- Use Encircle Floor Plan to create derivative products or other derivative works;
- Modify, translate, alter, disassemble, decompile, manipulate or reverse engineer any portion of Encircle Floor Plan, including Output (except as expressly set forth above);
- Resell Encircle Floor Plan or any data received in connection therewith or otherwise disclose, disseminate, rent, share, duplicate, copy, sell, transfer, trade, redistribute, re-provision, charge, sub-license, reproduce or publish any portion of Encircle Floor Plan, use of Encircle Floor Plan, or access to Encircle Floor Plan, including but not limited to Output (except as expressly set forth above), whether for a fee or without charge in any manner or permit the same, including, but not limited to, reselling capabilities enabled or used by a specific application (including, without limitation, any inspection or data collection application licensed or sold to third-parties);
- Use the name, logo and trademarks of Encircle or its third party service provider without express prior written consent;
- Archive the Output, or any portion thereof, to: (i) create, directly or indirectly, any real estate floorplan database compilation for commercial exploitation, or competitive product; (ii) duplicate, replace, or reduce you requirements for Encircle Floor Plan, including the Output; or (iii) incorporate archived Output into your products and services; or
- Rely solely on Output as a full and complete floor plan for the purpose of identifying a subject property’s condition, structural integrity, required maintenance, or similar.
In addition to the restrictions set forth in these Terms respecting your use of Encircle products and services, you agree not to, and will not assist, encourage, or enable others to use Encircle Floor Plan to:
- Intentionally engage in negative impact to Encircle Floor Plan or other products and services by writing a fake or defamatory review, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
- Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- Promote a business or other commercial venture or event, or otherwise use Encircle Floor Plan for commercial purposes, except as expressly permitted herein, and specifically shall not use Encircle Floor Plan to perform property data collection directly for you or any other party related to real estate finance purposes;
- Violate any applicable law.
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of Encircle Floor Plan or on any materials printed or copied from Encircle Floor Plan;
- Access, retrieve or index any portion of Encircle Floor Plan for purposes of constructing or populating a searchable database of business reviews;
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Encircle’s or its third party service provider’s technology infrastructure or otherwise make excessive traffic demands of Encircle Floor Plan;
- Attempt to gain unauthorized access to Encircle Floor Plan, user accounts, computer systems or networks connected to Encircle Floor Plan through hacking, password mining or any other means;
- Use Encircle Floor Plan or any Background Materials to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);
- Use any device, software or routine that interferes with the proper working of Encircle Floor Plan, or otherwise attempt to interfere with the proper working of Encircle Floor Plan;
- Use Encircle Floor Plan to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, Encircle Floor Plan or content therein; or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of Encircle Floor Plan, features that prevent or restrict the use or copying of content therein or Output, or features that enforce limitations on the use of Encircle Floor Plan.
Disclaimers. You are responsible for acquiring and maintaining the equipment, connections and software needed for the use of Encircle Floor Plan. You are responsible for maintaining and protecting all of your Background Materials and you must take care of the Background Materials and email back-up copies. Neither Encircle nor its third party service provider is liable for any loss or corruption of your Background Materials or for any costs or expenses associated with backing up or restoring any of your Background Materials. Neither Encircle nor its third party service provider takes responsibility for the changes you make to Output. You shall display and publicly perform Output only with a correct statement of the source, crediting Encircle.
Please note that if the source area contained in Background Materials exceeds 10000 sq ft (929 square meters (m2)), Encircle may not be able to process your desired Output due to the large area size. Conversions above 10000 sq ft may be canceled in Encircle 's discretion and Encircle will notify you of such cancellation. If Encircle is unable to provide Output in relation to specific Background Materials due to lack of detail or technical issues, Encircle will notify you.
Ownership. All right, title and interest, including, without limitation, copyrights, trademarks, patents, database rights, trade secrets, know-how and other intellectual property rights, whether registered or not, subsisting anywhere in the world, in or relating to Encircle Floor Plan and Output (“Intellectual Property Rights”) shall remain with Encircle, its third party service provider, and their respective affiliates and licensors, as the case may be; provided that any of your Background Materials contained in Output, or any portion of Output derived solely from such Background Materials, shall remain your property, and all Intellectual Property Rights therein shall remain with you. Encircle Floor Plan and thereto related technical information and know-how are valuable trade secrets and confidential information of Encircle, its third party service provider and/or their respective licensors. All suggestions, solutions, improvements, corrections, and other contributions provided by you regarding the Encircle Floor Plan or Output, other than Background Materials or any confidential information or incidental information relating to your products and services provided for the purposes of giving context, shall be owned by Encircle or its third party service provider, and you hereby agree to assign any such rights to Encircle or its third party service provider, as applicable. Nothing in these Terms shall preclude Encircle from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Encircle in the provision of Encircle Floor Plan hereunder.
- Terms and the Agreement; Modifications. This Appendix, together with these Terms, constitutes the entire agreement between the parties with respect to Encircle Floor Plan and cancels and supersedes any prior understandings and agreements between the parties; for greater certainty, the terms and conditions of the Terms (including without limitation the clauses related to limitation of liability, indemnification, warranties and disclaimers, and governing law) shall continue to apply to all usage of Encircle Floor Plan. To the limited extent of any direct contradiction between this Appendix and the Terms to which it is attached, the terms of this Appendix shall govern solely with respect to usage of Encircle Floor Plan. Encircle reserves the right, in its sole discretion, to modify or replace any provisions of this Appendix, or change, suspend, or discontinue Encircle Floor Plan at any time by posting a notice on our website or by sending you notice via e-mail or by another appropriate means of electronic communication. Your continued use of Encircle Floor Plan following notification of any changes to this Appendix constitutes acceptance of those changes.
- Third Party Beneficiary. CubiCasa Inc., being the third party service provider performing services permitting the Output to be delivered, shall be a third party beneficiary to this Appendix and to the Terms to the extent applicable to Encircle Floor Plan.