Voyager End User Licence Agreement

This End User Licence Agreement (hereinafter: the Agreement) is made between PinPoint Visualisation Limited, a company incorporated and registered in England and Wales with company number 04199761 whose registered office is at Index House, St. George’s Lane, Ascot, Berkshire, England, SL5 7ET (hereinafter: the Licensor) and you (hereinafter: the Licensee).

By using all or any portion of the online Voyager Art application (hereinafter: the Software), the Licensee agrees to be legally bound by the Agreement and fully accepts all of the terms in the Agreement.

1. Licence depending on the choice made by the Licensee

a) User licence grant In exchange for the payment of the licence fee made by the Licensee, the Licensor hereby grants the Licensee a personal, worldwide, non-assignable and non-exclusive licence to use the online version of the Software. The Software can only be used by the Licensee if the Licensee is a natural person, or by the one natural person indicated by the Licensee if the Licensee is an entity other than a natural person. An entity may hold more than one User licence, each covering one further natural person it indicates, up to the maximum number of users set on its company account.

b) Enterprise licence grant In exchange for the payment of the licence fee made by the Licensee, the Licensor hereby grants the Licensee a worldwide, non-assignable and non-exclusive licence to use the online version of the Software, which the named users within the Licensee’s organisation may use, up to the maximum number of named users agreed between the parties and set by the Licensor on the Licensee’s company account. That maximum is enforced by the Software and may be changed at any time by agreement between the parties. The Licensee is responsible for the acts and omissions of its named users as if they were its own.

There is no trial, evaluation or free version of the Software. Unless otherwise expressly stated, the following provisions apply to both the User licence and the Enterprise licence.

2. Restrictions

a) The Licensee may not offer, distribute or give the Software (or any portion thereof) in any way, either for a charge or free of charge (sell, sublicence, rent, lease, share or other) to any third parties. This does not restrict the Licensee from publishing or sharing the virtual tours, images and reports produced with the Software, which are the Licensee’s own work product.

b) The Licensee may not automate the use of the Software (or any portion thereof) nor host the Software (or any portion thereof) in a server environment or on any devices in order to provide its functionality to any third parties.

c) The Licensee may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software, unless it is expressly permitted or required by law, or unless the Licensor has granted the Licensee their prior consent made in a written form in order to be valid.

d) The rights conferred by this licence shall not be assignable by the Licensee without the Licensor's prior consent made in a written form in order to be valid. Under an Enterprise licence, the Licensee may add, remove and reassign its own named users without such consent, up to the maximum number of named users set on its company account.

e) The Licensee may not share account credentials, and may not allow any person other than a named user to use the Software through the Licensee’s account.

f) The licence does not grant the Licensee any right to use any trademark or commercial name of the Licensor in any means other than solely for the purpose of informing that a work of the Licensee has been performed using the Software.

g) The parties of this Agreement agree that due to the fact that this Agreement has been concluded by means of distant communication and the Licensor performs its obligations arising out of this Agreement before the lapse of the term to withdraw from the Agreement provided for in the respective provisions of law, the Licensee forfeits its right to withdraw from this Agreement.

3. Payment

a) The licence fee is to be paid monthly or yearly in advance, according to the billing period the Licensee chooses. The Licensor invoices the Licensee for each period. The Licensor operates no automated payment mechanism and holds no card details, so no sum is ever taken without an invoice.

b) The Licensee may convert a monthly billing period to a yearly one at any time. The change takes effect from the next billing date.

c) The fee for a User licence is published by the Licensor. The fee for an Enterprise licence depends on the size and locations of the Licensee’s organisation and is quoted by the Licensor on application.

d) Generating a 3D model with the AI-powered Captures feature consumes tokens, one token per model. Tokens are used for nothing else. They are held by the company account and not by individual users, and a company is issued 100 tokens when it is created. An account that does not belong to a company has no token balance, and cannot generate models. The Licensee may obtain additional tokens by contacting the Licensor, which invoices them in the same way as the licence fee, at £5 per token at the date of this Agreement. There is no checkout in the Software. Tokens are consumed on generation and have no cash value.

4. Software updates and fixes

The Software communicates with external servers to check and download available updates to the Software. Such updates contain bug fixes or enhance functionality of the Software. The licence allows for such updates for as long as the Agreement is in force, free of additional charge.

5. Software authorisation

To use the Software the Licensee shall create an account at https://app.voyager.art. The Software requires the Licensee to enter the account credentials and uses the credentials to periodically check the type and validity of the Licensee's licence. The Software may include a mechanism that will prevent the use of the Software without a valid licence. A separate Privacy Policy document describes what data the Software sends to the Licensor's server and what data of the Licensee is processed by the Licensor and for what purposes.

6. Term and Termination

This Agreement remains in force:

a) until the Licensor terminates this licence because of the Licensee's failure to comply with any provision of this Agreement or

b) until the lapse of the period for which the licence is granted or

c) until the Licensee terminates the payments for the licence or

d) until the Licensee terminates the Agreement by giving a notice to the Licensor in accordance with clause 10.

7. Title to Software

The Licensor retains title to the Software and all enhancements, modifications and updates of the Software. Any rights not explicitly granted to the Licensee shall vest in the Licensor. The Licensee retains all rights in the artwork images, models and other content the Licensee uploads.

8. Limitation of liability

1. To the extent permitted by law the Licensor shall never be liable for any damage (either constituting actual damage or lost profits), loss of data, costs, expenses or any other payment incurred by the Licensee as a result of the Software's actions, improper actions, inactions, failures, bugs and/or any other interaction between the Software and the Licensee's end-equipment, computers, other software or any third party's end-equipment, computer or services, even if the Licensor has been informed of the possibility of such results.

2. The Licensor's total aggregate liability to the Licensee from all causes of actions related to the use of the Software shall be limited to the greater of: (a) the fees paid by the Licensee in the twelve months before the cause of action, or (b) one hundred pounds (£100 GBP).

3. Nothing in this Agreement limits or excludes the liability of the Licensor for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited or excluded by law.

9. Warranty

The Software is provided without any warranty and on an “as is” basis. To the maximum extent permitted by law the Licensor hereby disclaims any warranty that the Software shall be error free, without defects or code which may cause damage to the Licensee's computers or to the Licensee or any third parties, and that the Software shall be functional. The Licensee shall be solely liable for any damage, defect or loss incurred as a result of operating the Software and shall undertake the risks contained in running the Software.

10. Cancellation and refunds

The Licensee may cancel the licence at any time by giving the Licensor one month's notice. The licence, and the Licensee's access to the Software, continue until the end of that notice period.

Where the Licensee has paid in advance for a period that extends beyond the end of the notice period, the Licensor refunds the unused part of that payment. Tokens that have already been consumed are not refundable.

11. Indemnification

The Licensee hereby warrants to hold the Licensor harmless and indemnify the Licensor for any lawsuit brought against the Licensor in regards to the Licensee's use of the Software in means that violate, breach or otherwise circumvent this licence, the Licensor's intellectual property rights or the Licensor's title in the Software. The Licensor shall promptly notify the Licensee in case of such legal action. The Licensee will request the Licensor's consent prior to any settlement in relation to such lawsuit or claim.

12. Legal fees

If any legal action is necessary to enforce this licence, the prevailing party shall be entitled to reasonable legal fees, costs and expenses in addition to any other relief to which it may be entitled.

13. Severability

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

14. Applicable Law

This Agreement will be governed by the laws of England and Wales.