Terms of Service
TEXELED
TERMS OF SERVICE
These Terms of Service (“Terms”) apply to the use of the Texeled website at www.texeled.com (the “Site”) and virtual reality platform for real estate properties (collectively the “Platform”). The Platform is provided by Texeled, Inc. (“Texeled”, “we”, “us” or “our”), and these Terms represent a binding agreement between you as the user of the Platform (“you” or “your”) and Texeled. By or accessing and using the Platform and the services (“Services”) provided by the Platform, you confirm your acceptance of these Terms and our associated Privacy Policy. If you do not agree to these Terms, you must discontinue use of the Platform and Services.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A TEXELED OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND, “YOU” AND “YOUR” IN THIS AGREEMENT SHALL REFER TO SUCH TEXELED OR LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITION HEREIN, DO NOT USE THE PLATFORM OR SERVICES.
NOTE: THESE TERMS CONTAIN AN ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 16 BELOW BEFORE USING THE PLATFORM OR SERVICES.
IN ADDITION, WE ARE NOT A REAL ESTATE AGENT OR BROKER, AND DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT ANY OF THE PROPERTIES DISPLAYED ON THE PLATFORM, INCLUDING CONDITION, DIMENSIONS, FEATURES, PRICE OR AVAILABILITY. VIRTUAL TOURS MAY NOT ACCURATELY REFLECT THE PROPERTY AS IT ACTUALLY EXISTS.
1. Description of our Platform and Services
The Platform and Services enable users to market their homes and other properties (“Properties”) by creating virtual spaces and staging Properties in immersive and interactive 3D (“3D Tours”). To upload or create a 3D Tour, you must create an account and follow our instructions at www.texeled.com.
2. Changes
We may from time to time modify, amend or vary these Terms (collectively, “Modifications”). You understand and agree that we may change or discontinue the Platform or Services or change or remove functionality of the Platform or Service any time at our sole discretion. Please check these Terms regularly to ensure you are aware of any Modifications made by us. If you continue to use the Platform or Services, you are deemed to have accepted such Modifications. If you do not agree to such Modifications, you should discontinue use of the Platform and Services.
3. Equipment
You are responsible at your sole cost for all equipment, virtual reality and other devices and mobile or internet access necessary to access and use the Platform and Services. You acknowledge that you may be charged for data services while using certain features of the Platform and Services or any other third-party charges as may arise and you accept sole responsibility for such charges. You must also ensure that your use of the Platform and Services is not in violation of your internet access or wireless data service agreement.
4. Eligibility and Registration
You must be at least 18 years of age and a resident in the United States to use the Platform and our Services. You further affirm that (a) you are not a resident of (and will not use the Platform or Services in) a country that the U.S. government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable trade sanctioning regulations and (b) you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
You agree to provide complete and accurate information when registering to use the Platform and Services and to keep that information updated. You are responsible for maintaining the confidentiality of your user name and password (“User Credentials”) and for notifying us immediately of any loss or unauthorized use of your User Credentials. You are responsible for all activities on your account whether authorized or not.
You represent that:
• you own all rights in and to any content provided by you (“User Content”), including any design drawings, blueprints, videos, photos, information, designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials, or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such User Content;
• if you are acting as a real estate agent or broker that is listing a Property on the Platform, you are properly licensed in good standing in the state in which the Property is located, and have authority to act on behalf of the owner with respect to that Property;
• you will fully comply with all applicable laws and agreements which govern your use of the Platform and Services; and
• you will not use the Platform and Services in violation of any law or for any fraudulent or illegal activity.
5. Fees
We reserve the right to charge fees for use of the Platform and Services. We will notify you of such fees prior to charging them. We may require that you provide us a credit card or other payment mechanism to pay for such fees. You authorize us to charge such credit card or payment mechanism in accordance with our then applicable fee schedule. We reserve the right to terminate your access and use of the Platform and Services for failure to make timely payment.
6. Privacy
Any personal information that you provide through the Platform and Services will be processed and shared in accordance with our Privacy Policy, which you accept as a condition to using the Services. Please note that any content you submit or post in connection with any public forums or features of the Services, will not be maintained as confidential or private and will be made available to the public or other users.
7. Access and Use
Provided you are in compliance with these Terms, we hereby grant you a non-exclusive, non-transferable, revocable license to access and use the Platform and Services for purposes of displaying and viewing Properties and creating and viewing Virtual Tours (“User License”). All other rights are reserved by Texeled. In the event of your breach of these Terms, we will be entitled to terminate the User License immediately.
You agree not to (i) modify, adapt or translate the Platform or Services or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Platform or Services; (ii) remove any copyright notice, trade mark, legend, logo or product identification from the Platform, Services or Texeled Content; (iii) modify, translate or prepare derivative works of the Platform, Services or Texeled Content, or any portion thereof; (iv) make any commercial use of the Platform, Services or Texeled Content; or (v) rent, lease, distribute or lend the Platform, Services or Texeled Content to third parties.
8. Intellectual Property
“Texeled” and associated logos are the trademarks of Texeled, Inc. (“Texeled Trademarks”). Other trademarks, service marks, graphics and logos used in connection with the Platform and Services are the trademarks of their respective owners (collectively “Third Party Trademarks”). Our use Third-Party Trademarks is for referential purposes and does not suggest or imply that such owners endorse or are affiliated with Texeled.
The Platform, Services, tools to create Virtual Tours and the Virtual Tours themselves (collectively, “Platform Content”) are owned by Texeled. User Content is owned by the user that generated it, but licensed to Texeled as described in Section 9 below.
The Texeled Trademarks and Platform Content may not be copied, imitated or used, in whole or in part, without the prior written permission of Texeled. The Platform Content is protected by copyright, trademark, patent and other intellectual property and proprietary rights, which are reserved to Texeled and its licensors.
9. User Content
The Platform or Services may contain features that allow you to post or provide User Content and to create Virtual Tours. You retain the right to your User Content. However, you grant to Texeled the worldwide, perpetual, irrevocable, fully transferable and royalty-free right and license to reproduce, distribute, publish, modify, publicly display, publicly perform, and make derivative works of the User Content, including to create Virtual Tours or other Platform Content, and for any and all commercial purposes, and in any and all media and formats, whether now known or hereafter created. Please note that User Content may be made publicly available to other users or to the public at large and so you should not disclose any content that you do not wish to be made public.
10. Prohibited Uses
You agree not to use the Platform or Services in any way, provide User Content or engage in any conduct that:
is false or misleading or misrepresents your authorization to promote Properties through the Services;
is unlawful, illegal or unauthorized;
is defamatory of any other person;
is obscene, sexually explicit or offensive;
advertises or promote any other Property that you do not have the right to advertise or promote;
is likely to harass, upset, embarrass, alarm or annoy any other person;
is likely to disrupt our service in any way;
promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
infringes any copyright, trademark, trade secret, privacy, publicity or other proprietary right of any other person; or
advocates, promotes or assists any violence or any unlawful act.
We also reserve the right, but do not have the obligation, at our sole discretion to edit, delete, remove or block any User Content that violates these Terms, including without limitation Section 10. In addition, we reserve the right at our sole discretion to terminate any user’s access to the Platform and Services if they violate this Section 10 or any other provision of these Terms.
11. Third Party Links and Applications
The Platform and Services may contain links to other websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (collectively “External Applications”) for your convenience. We are not and cannot be responsible for the External Applications’ content, operation or use. Your use of External Applications is subject to the privacy practices and terms of use established for the External Applications, and we disclaim all liability for such use. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Applications, which you use at your own risk.
12. Indemnification
You agree to defend, indemnify, and hold harmless Texeled and its parent companies, affiliates, officers, directors, employees, and agents (collectively, “Indemnitees”) against any lawsuit, liability, penalties, investigations, injuries, damages or expense (including attorney’s fees) arising from your use of the Platform, Services, any User Content you provide or any breach of these Terms by you. The Indemnitees reserve the right to control the defense and settlement of any third-party claim for which you are obligated to indemnify Indemnitees under these Terms and you will assist us in exercising such rights and defending such third-party claim.
13. Disclaimer of Warranties
We provide the Platform and Services on an ‘as is’ and ‘as available’ basis without any promises or representations, express or implied. In particular, Texeled does not warrant or make any representation regarding the validity, accuracy, reliability or availability of the Platform, Services or User Content, or any Property or Virtual Tour displayed on the Platform. To the fullest extent permitted by applicable law, Texeled hereby excludes all warranties, whether express or implied, including any warranties of merchantability, fitness for a particular use, or that the Platform, Properties, Virtual Tours or Services are of satisfactory quality, non-infringing, is free of defects, or is able to operate on an uninterrupted basis, or that the use of the Platform or Services by you is in compliance with laws or that any information that you transmit in connection with this Platform, Virtual Tours or Services will be successfully, accurately or securely transmitted.
14. Limitation of Liability
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER TEXELED NOR ANY OF THE INDEMNITEES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO PLATFORM, SERVICES, VIRTUAL TOURS, PROPERTIES, TEXELED CONTENT OR ANY EXTERNAL APPLICATION, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO PLATFORM OR SERVICES IS TO STOP USING THE PLATFORM OR SERVICES, AS APPLICABLE.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
In the event that applicable law does not allow the disclaimer of certain warranties and/or the limitation of liability for direct, indirect, consequential or other damages, in no event shall Indemnitees’ liability arising under or in connection with these Terms and your use of the Platform or Services exceed $100.
15. Governing Law
These Terms shall be governed by the laws of the State of California, without regard to its choice of law principles. In the event arbitration does not apply as set forth in Section 16, we and you irrevocably submit to the jurisdiction of the state and federal courts of Santa Clara County, California with regard to any dispute arising out of or relating to these Terms.
16. Arbitration Provision
Unless you opt-out as set forth herein, you and we agree that any dispute, claim or controversy between you and us arising in connection with or relating in any way to these Terms, the Platform or Services will be determined by mandatory binding individual (not class) arbitration under this provision (“Arbitration Provision”). You and Texeled further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of this Arbitration Provision or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This Arbitration Provision will survive termination of these Terms.
You may opt-out of this Arbitration Provision within 30 days of creating an account or first using the Platform or Services, whichever is sooner, by emailing us at support@texeled.com.
You and Texeled both agree that nothing in this Arbitration Provision will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court, (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator, or (3) for Texeled to bring an action in any court of law relating to an violation or infringement of Texeled’s intellectual property rights. In addition, this Arbitration Provision does not stop you or us from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE TEXELED ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless the Texeled agrees, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Either you or we may start arbitration proceedings. Any arbitration between you and Texeled will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Provision. You and Texeled agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.
Any arbitration hearings will take place in the county of your residence address, provided that if the claim is for $25,000 or less, you or Texeled may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address if in the United States or Los Angeles, as mutually agreed upon.
If you choose to file an arbitration proceeding and you are required to pay a filing fee, Texeled will reimburse you for that filing fee, unless your claim is for greater than US $10,000, in which case you will be responsible for the filing fee. Texeled will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA rules or court order. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
If this Arbitration Provision is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 15 shall govern any claim in court arising out of or related to the Agreement.
17. Termination
These Terms are effective unless and until terminated by either you or Texeled. You may terminate these Terms at any time, provided that you discontinue any further use of the Platform, Platform and Services. We also may terminate or suspend these Terms, at any time, without notice and accordingly deny you access to the Platform and Services, for any reason, including without limitation, if at our sole discretion you fail to comply with any provision of these Terms or your use is harmful to the interests of another user of the Platform or Services. Upon any termination of the Terms by either you or us, you must promptly cease using the Platform and Services.
Sections 1 through 6, the restrictions, but not the User License in Section 7, and Sections 8 through 23 shall survive termination.
18. Intellectual Property Claims
We respect the intellectual property rights of others and require that users of our Platform and Services do the same. In accordance with the Digital Millennium Copyright Act of 1998, Title 17of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is: parth@texeled.com.
To be sure the matter is handled immediately, your written notice must:
Contain your physical or electronic signature;
Identify the copyrighted work or other intellectual property alleged to have been infringed;
Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
Contain a statement that the information in the written notice is accurate; and
Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our Agent with a written counter-notification that includes the following information:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
We reserve the right, in our sole discretion, to terminate the account or access of any user of the Platform and Services who is the subject of repeated DMCA or other infringement notifications.
19. General
These Terms, including the Privacy Policy and other policies incorporated herein, constitute the entire and only agreement between you and Texeled with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms may not be changed, waived or modified except by Texeled as provided herein or otherwise by written instrument signed by Texeled. Neither these Terms nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with Texeled’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. Texeled may assign, transfer or delegate this or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
20. Contact Us
If you have any questions regarding our Platform or Services, you can email us at support@texeled.com.