Terms of Use

By accessing or using the 3DMaps Developer Portal at http://developer.agency9.com (hereafter “Service”) as provided by Agency9 AB (hereafter “Agency9”), the User acknowledge to have read, understood and agreed to be bound by the following terms and conditions (“Terms of Use”). If you do not agree to these terms, do not use the Services. 

1. License Grant and Restrictions 

1.1 Agency9 grants under the terms of this Terms of Use the User a nonexclusive, nontransferable, non-sublicensable, revocable license to use the Service including access to 3DMaps Runtime and data converter tools, tutorials, code samples and other software hereto (“Software”), in object code only, solely for the purposes of evaluating the Software in connection with a potential Premium Developer or Software License Agreement between the parties hereto (“Evaluation Purpose”). User acknowledges and agrees that no Software shall be distributed, neither in the form of software code or as a web service based on the Software, to any 3rd party.  

1.2 User agrees not to, in whole or in part, copy, reproduce, alter, modify, merge, integrate, translate, recreate, create Derivatives of (as defined below in Section 2), disclose to third parties or to engage in any other use of the Software not expressly permitted under this Terms of Use or required by law. User, further, shall not decompile, reverse engineer or disassemble the Software.  

1.3 In the event the User is appointed to use the Service for an Organisation under an effective 3DMaps Premium Developer or  Software License Agreement such terms will supersede these Terms of Use.  

2. Ownership  

Agency9 retains and acquires all right, title, and interest in and to the Software and any Confidential Information including, without limitation, whether registered or not, anywhere in the world, copyrights, inventions, patents, trademarks, service marks, trade secrets, know-how, Derivatives, and services relating to any of the foregoing and all other intellectual property rights.  

User shall not remove or obscure any copyright notices, Confidential Information designations or proprietary legends contained within the Software or appearing on any Confidential Information.  

“Derivatives” means (a) for copyrighted or copyrightable material, any abridgment, revision, translation, enhancement, improvement, modification, expansion, compilation or other form in which an existing work may be recast, transformed or adapted, (b) for patented or patentable material, any improvement thereof, or (c) for trade secrets, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent or trade secret. 

3. Confidentiality 

3.1 User acknowledges that, during the performance of this Terms of Use, Agency9 may disclose to User confidential information regarding the Software, including, without limitation, updates or enhancements thereof, training in the use of the Software, documentation, and other information, and that such information as well as anything learned by User concerning such information constitute and shall be safeguarded as “Confidential Information.” User shall not in any manner disclose, copy, modify, distribute or otherwise transfer Agency9’s Confidential Information, or any part thereof, to any other person or entity at any time during or after the term of this Terms of Use.  

3.2 Confidential Information shall not include any information which, in all material respects: (i) is compelled by law or any governmental or regulatory authority to be disclosed, provided that User promptly notifies Agency9 of such an order and the ultimate disclosure is made in the most restrictive manner possible; (ii) is or becomes part of the public domain through no fault of User; (iii) is lawfully known to User, free of any confidentiality obligations, prior to disclosure by Agency9; (iv) is received by User, free of any confidentiality obligations, from a third party not owing an obligation of confidentiality to any other third party or Agency9; (v) is independently developed by User prior to the receipt of the Confidential Information, as clearly established by written records; or (vi) is approved in writing for public release by Agency9. User shall bear the burden of establishing any exclusion to Confidential Information. 

4. Warranty, Limitation of Liability 

4.1 User understands and agrees that the Software provided may or may not be the latest version of the Software, that Agency9 has no obligation to update, enhance, correct or otherwise change or improve the Software. 

4.2 USER AGREES THAT THE SOFTWARE, DOCUMENTATION, UPDATES OR ENHANCEMENTS, CONFIDENTIAL INFORMATION, AND ANY SERVICES PROVIDED BY AGENCY9 ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND  WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. USER ASSUMES ANY AND ALL LIABILITY CONCERNING INSTALLING THE SOFTWARE AND DETERMINING WHETHER THE SOFTWARE IS SUITABLE, SECURE, AND RELIABLE FOR ITS PURPOSES. AGENCY9 DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. AGENCY9 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.  

4.3 AGENCY9 SHALL NOT BEAR ANY LIABILITY FOR ANY CLAIMS OR ACTUAL, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, BASED ON ANY THEORY OF LIABILITY, THAT ARE IN ANY MANNER RELATED TO THIS TERMS OF USE, THE BREACH THEREOF, THE USE OR INABILITY TO USE THE SOFTWARE, THE RESULTS GENERATED FROM USE OF THE SOFTWARE, LOSS OF GOODWILL OR PROFITS, LOST OR DISRUPTED BUSINESS HOWEVER CHARACTERIZED AND/OR FROM ANY OTHER CAUSE WHATSOEVER.  

4.4 AGENCY9’S TOTAL LIABILITY UNDER THIS TERMS OF USE SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF THE AMOUNT ACTUALLY PAID, IF ANY, BY USER TO AGENCY9 UNDER THIS TERMS OF USE. ANY AND ALL LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY CONTAINED IN THIS TERMS OF USE SHALL SURVIVE AND APPLY EVEN IF ANY WARRANTY, LIMITED WARRANTY OR REMEDY HEREUNDER OR OTHERWISE AVAILABLE IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.  

5. Term, Termination, and Access Enforcement 

5.1 These Terms of Use shall enter into force upon acceptance by the User through execution of the Terms of Use online in conjunction with registration. These Terms of Use shall remain in full force for an indefinite term until such time that the user account is closed. Termination of user account can at any time be requested by email to info@agency9.com.  

5.2 Agency9 reserves the right at its own discretion to disable access to Service and delete Users a) with invalid email addresses b) being inactive for more than 6 months and not being managed under effective Customer account. Such termination shall only take effect after email notice from Agency9.
5.3 Notwithstanding the foregoing, Agency9, at its sole discretion, may terminate this Terms of Use at any time for any reason. Upon termination of this Terms of Use access to the Service will be withdrawn and the User’s right to possess or use the Software and Confidential Information immediately terminates and User; and permanently delete all copies of Software and Confidential Information, or any portions thereof, stored in any CPU, computer system, equipment or other storage medium or facility, which for any reason cannot be delivered to Agency9. User shall, within ten (10) calendar days of any request from Agency9, certify, in writing, that User has complied with the terms of this Section 5.  

5.4 Sections 1.2, 2, 3, 4, 5, 7, 8.2, and 8.3 shall survive any termination or expiration of this Terms of Use for any reason. 

6. Personal Data and Privacy 

6.1 Agency9 shall adopt reasonable measures to protect the privacy of the User. The Privacy Policy at www.agency9.com/ is incorporated by reference into this Terms of Use (“Terms of Use”). 

6.2 According to the Personal Data Act (1998:204), Agency9 must obtain the consent of the registered persons (i.e. the User) to the processing of the relevant personal data by Agency9.
6.3 According to the Electronic Communications Act (2003:389), Agency9 must obtain the consent of the registered persons (i.e. the User) to the purpose of storage and retrieval of information on the registered persons’ end terminal equipment.
6.4 By accepting this agreement, the User explicitly consents to (a) the collection and processing by Agency9 of personal data as described above, (b) the storage of such data until the user account is terminated by the User, and (c) the storage and retrieval of information on the User’s end terminal equipment as described above.  

  1. d) receiving formal email notices related to the subscription of the service
  2. e) accepting to receive newsletters and product updates as email related to the service. The User can opt-out from receiving such emails at any time.

7. Feedback 

User has no obligation to give Agency9 any suggestions, comments or other feedback (“Feedback”) relating to the Software. However, Agency9 may use and include any Feedback that User voluntarily provides to improve the Software or other related Agency9 technologies. Accordingly, if User provides Feedback, User agrees Agency9 and its licensees may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Software or other related technologies. User further agrees not to provide any Feedback that (i) User knows is subject to any patent, copyright or other intellectual property claim or right of any third party or (ii) is subject to license terms which seek to require any products incorporating or derived from such Feedback, or other Agency9 intellectual property, to be licensed to or otherwise shared with any third party. 

8. General Provisions 

8.1 This Terms of Use shall not be assigned by either party without the prior written consent of the other except that Agency9 may assign its rights and obligations hereunder to any subsidiary or parent User or in connection with a merger, reorganization, acquisition or other transfer of substantially all of the assets to which this Terms of Use pertains. Any attempted assignment in violation of this provision shall be null and void.  

8.2 Any dispute, controversy or claim arising out of or in connection with this Terms of Use, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Arbitration Rules of the Stockholm Chamber of Commerce. The place of arbitration shall be Stockholm and the language of arbitration shall be English. The governing law of this Terms of Use shall be the substantive law of Sweden, giving no effect to any choice-of-law provisions. The losing party shall pay the prevailing party’s reasonable attorneys’ fees and costs. Notwithstanding the foregoing, the Parties agree that User’s breach of this Terms of Use would result in irreparable harm to Agency9 for which compensation damages would alone be insufficient, and that Agency9 may therefore seek injunctive relief, whether interim or final, anywhere in the world, in any court having jurisdiction over the Parties, in addition to any other remedies available to Agency9. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Terms of Use. 

Should any provisions or portions thereof of this Terms of Use be ruled unenforceable, all remaining provisions or portions thereof, to the fullest extent possible, shall remain valid and binding.