General Rules

By signing up for a Third Map Account or by using any Third Map Services, you acknowledge that you have read, understood, agree with and accept all of the terms and conditions contained or expressly referenced in this agreement, including Third Map’s Privacy Policy. If you do not agree to all of the terms and conditions of this agreement, then please do not attempt to use the Service.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity, its affiliates and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

• ACCEPTANCE

This Agreement is a legal agreement between You and Third Map, and governs your use of the Service and related products and services provided to You by Third Map. The purpose of this Agreement is to allow You to use the Service provided by Third Map during the Term on the terms and conditions stated in this Agreement, to develop products for either personal or commercial use (“Customer Assets”), as applicable under Your License. This EULA is made effective beginning on the earliest of the date on which you first accept this EULA, access or otherwise use the Service (the “Start Date”).

• ACCOUNTS

To use the Service, you must either:

• Register an account via Third Map’s website; or
• Access the Service and provide required user information.
• You may delete your account at any time.
• All Permitted Users keep the password for their account to use the Services strictly confidential and must not share such information with any other person. Permitted Users must not share their account with any other person, and must not allow any other person to access their account.

• REGISTRATION

When registering an account, You must provide Third Map with a valid name, email address and password which will be registered by Third Map. Third Map may also save additional data as outlined in the Third Map Privacy Policy. You acknowledge and agree that You will:

1. provide true, accurate, current, and complete information as requested when registering an account; and
2. maintain and update this registration information to keep it true, accurate, current, and complete.

• You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to any computer, smart phone, tablet or other device that You use for accessing the Service and You hereby accept sole responsibility for all activities that occur under your account.

Third Map and its affiliates reserve the right to refuse the Service, terminate accounts, remove or edit content and delete assets or cancel orders in their sole discretion if you provide registration information which is false, inaccurate, not current, or incomplete.

Third Map may share your registration information with its partners, affiliates, and third parties to handle and deliver certain online activities necessary to operate Third Map’s businesses (e.g., process orders and payments etc.). For more information see the Third Map Privacy Policy.

• INTERNET ACCESS

A high-speed Internet connection is required for proper transmission of and access to the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service. We are not responsible for notifying You of any upgrades, fixes or enhancements to any software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Third Map or our partners. We assume no responsibility for the reliability or performance of any connections as described in this section.

• THE SERVICE

The Service comprises a library of textures (“Third Map Assets”).

Payment of the applicable fees entitles You to use the Service, access Third Map Assets with Downloads acquired through the Website according to the terms of service and add Third Map Assets into Your Customer Assets. You or any third party is strictly prohibited from using Third Map Assets or Customer Assets in any other products or services or develop products and services that competes with Third Map’s products and services.

We reserve the right to remove Third Map Assets from the Services at any time.

Only a Permitted User may handle or otherwise make use of Third Map Assets within the Services.

• SUSPENSION OF ACCOUNT

If Third Map in its sole discretion deems that You are misusing Your license it may shut down access to the Service effective immediately and terminate this Agreement. Any prohibited use of the Service will result in termination of this Agreement and the User Account and an obligation for You to compensate Third Map for any and all losses and damages which it incurs.

• FEES AND DOWNLOADS

The fees for the Service are stated in the Service, on our Website, or otherwise notified to you in writing (“Fees”). Payment of the Fees provides You with Downloads. Downloads can be used to purchase Third Map Assets available in the Third Map Library and develop Customer Assets for use in Your Product. You may also at any time purchase additional Downloads to be used in the Service. The number of Downloads required to access a Third Map Asset are on the Website. When you open an account you authorise Third Map or its partners to charge your credit card, or use other forms of payment methods accepted by Third Map, for the Fees in accordance with the payment terms (as may be amended by Third Map or its partners from time to time).

Third Map Downloads have no monetary value and do not constitute currency or property of any type. Third Map Downloads may be redeemed for Third Map Assets only. Third Map Downloads cannot be sold or transferred, and cannot be exchanged for cash or for any other goods and services, except for the Third Map Assets. Third Map Downloads are non-refundable. You are not entitled to a refund for any unused Third Map Downloads.

Once you have redeemed Third Map Downloads for Third Map Assets, those Assets are not returnable, exchangeable, or refundable for Third Map Downloads or for cash, or other goods or services.

Third Map and its partners reserve the right to change the Fees and the Download costs, the payment terms, price of Third Map Assets, the “Download” system to an alternative payment system any availability of Third Map and its services etc. at any time without notice; provided, however, such changes will not affect the Fees paid or Downloads used and payment terms for any products and services already purchased and paid for in full.

All Fees are payable in advance and are not refundable in whole or in part, unless stated otherwise by Third Map in writing or otherwise in accordance with this Agreement.

• ACCESS

In consideration of the payment of the applicable Fees and subject to your compliance with these terms, Third Map shall provide You with access to the Service and enable You to access and use the Service. If Third Map is unable to process any applicable payment at any time, your access to the Service may be suspended or terminated at Third Map’s discretion.

• NO RIGHT TO CREATE AND SELL THIRD MAP ASSETS

The Service must only be used for creating Customer Assets which are integrated into your own unique creations such as images and animation of video games.

You must not sell, license or otherwise provide access to Third Map Assets (modified or in original format) to third parties on a stand-alone or re-distributed manner which is the same or similar to that provided by Third Map under this Agreement. This includes but is not limited to cloud rendering services, design software and games or any other service where the users of the services (a) have direct or indirect access to the files of Third Map Assets or (b) where the players or users of that software or game are using Third Map Assets to design rooms, architectural buildings or levels.

You must not use, allow another person to use or encourage any person to use or access Third Map Assets for the purpose of any form of artificial intelligence, including but not limited to machine learning and neural networks, using the Third Map Assets to learn from or mimic a Third Map Asset in any way.

Any breach or attempted circumvention of this clause may result in immediate termination of this Agreement and/or access to the Service permanently suspended.

• ABUSE

Harassment in any manner or form towards Third Map employees, including via e-mail, chat, social media, or by use of obscene or abusive language, is strictly forbidden and will result in termination of this Agreement and the License and an obligation for You to compensate Third Map for any and all losses and damages which it incurs.

• CONSENT TO USE OF DATA

You agree that Third Map may collect and use technical information and data gathered as part of the support services provided to You. For more information see the Third Map Privacy Policy.

• INTELLECTUAL PROPERTY RIGHTS

Third Map owns all right, title, copyright, and other intellectual property rights and interest, including but not limited to all trademarks, service marks, and trade names in the Service, software, material, any documentation and any copies thereof and retains all such rights and any other products and services. Except as expressly granted in this EULA; no license, right or interest in any patent, trademark, copyright, trade name or service mark is granted to You. The Service is licensed, not sold.

You agree not to assert against Third Map any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights.

Third Map are representations of natural stones. Third Map owns the model itself, but it is possible that another group may claim ownership of the subject matter depicted. While we have not received any notices from another group that they disallow commercial uses, Third Map notifies you that additional legal clearances may be required for some uses of these models.

You are not required to provide any ideas, feedback or suggestions regarding the Service or any of Third Map’s products or services (collectively, “Feedback”) to Third Map. To the extent you do provide any Feedback to Third Map, you agree to assign and hereby do assign all right, title and interest in and to such Feedback to Third Map and acknowledge that Third Map may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback without payment of any royalties or other consideration to you.

• RESTRICTIONS

You agree to abide by all applicable laws and regulations in using the Service.

You agree not to:

• attempt to reverse engineer, decompile, translate, or disassemble the Service or related software or materials;
  
• rent, lease, or transfer the Service, or related software or materials;
  
• disclose the results of any performance benchmarks of the Service or related software or materials to any third party without Third Map’s prior written consent;
  
• use the Service for any illegal purpose;
  
• use the Service in any manner which violates the rights of a third party, including without limitation intellectual property rights;
  
• use the Service in any manner that breaches the EULA; or
  
• take any action that imposes an unreasonable or disproportionately large load on the Service, System or servers etc.
  
  

You may not without specific prior written consent from Third Map:

• use your own or third-party software to modify any content appearing within the Service or its environment or change how the Service is used;
  or
  
• use the Service or any information accessible through the System, to bypass the System login architecture or create or provide any other means through which the System may be accessed and/or the Services may be used by others.
  
  
• APIs

You explicitly acknowledge and agree that You shall not, under any circumstances, use the Application Programming Interface on the Third Map website (API), whether for commercial or non-commercial purposes, without obtaining the explicit, prior written consent from Third Map. Any unauthorised use, reproduction, or dissemination of the API constitutes a breach of this agreement by You.

• ELECTRONIC COMMUNICATIONS

You consent to receiving communications necessary to provide the Service to You from us electronically. We will communicate with You by email or by posting notices in the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

• TERMS AND TERMINATION

The term of this EULA and the user rights granted herein shall begin on the Start Date and be ongoing until terminated. You can terminate your user access at any time and your user rights, unused Third Map Downloads and payment obligations will expire at the end of the current term. You can terminate your user rights by registering such termination on Third Map’s webpage, www.thirdmap.au. Third Map may terminate this Agreement and your user rights at any time with 30 days notice and provide you with a pro rata refund if you have any time remaining on your subscription. Termination of the EULA will result in your account being deactivated, your Third Map user rights being deactivated and any unused Third Map Downloads expired.

Notwithstanding anything to the contrary herein, this EULA shall terminate upon breach of any term or provision of this EULA, which You have not cured within 10 days of notice of the breach by Third Map.

Upon expiration or termination of this agreement you shall immediately cease use of the Service.

If Third Map terminates the Service for your breach, you will not receive a refund of prepaid Fees.

• CONFIDENTIALITY

You acknowledge that Service, related materials and any documentation etc., contains confidential and proprietary information. You agree to maintain the confidentiality of the Service and related materials and documentation during the term of this EULA, and for a period of 5 years after termination of this EULA. You agree to take commercially reasonable steps to ensure that confidential information is not disclosed or distributed by You.

• DISCLAIMER OF WARRANTY

Third Map will use reasonable efforts to provide You with a service that is fast, reliable and enjoyable. However, Third Map makes no representation or warranty as to the completeness or accuracy of the Service or information contained therein, nor does it represent or warrant that the Service will be available at all times or that it will function in a manner or as fast or efficient as You may expect or desire. The information contained in the Service may be incomplete, may contain errors, or become out of date at any time. The Service is provided on an “as is” basis without any express warranties.
Third Map shall have no obligation to correct errors in, provide updates for or otherwise support the service. Third Map reserves the right to add, modify, or delete its services at any time. You bear the risk of using it. Third Map does not give any express or statutory representations, warranties, guarantees or conditions. Third Map also excludes all implied warranties, including any warranty of merchantability, title, durability, fitness for a particular purpose and non-infringement etc. Nothing in this agreement shall affect those statutory rights which you may be entitled to as a consumer and that you cannot contractually agree to alter or waive. The limitations and exclusions of liability do not apply if and to the extent you sustain damages which were caused by gross negligence or willful misconduct of Third Map.

• LIMITATION OF LIABILITY AND REMEDIES

Under no circumstances including negligence (unless otherwise required by applicable law), shall Third Map (including breach of any warranty hereunder) be liable for any direct, indirect, punitive, special, incidental, or consequential damages that result from your use of Third Map or related documentation or in connection with or arising out of or relating to this Agreement (including loss of business, revenue, profits, use, data, or other economic advantage), even if any exclusive remedy provided for in this Agreement fails of its essential purpose and even if Third Map or a Third Map authorized representative has been advised of the possibility of such damages.

Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Third Map and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder shall be limited to the actual damages You incur in reasonable reliance on Third Map up to the amount actually paid by You for the service. In no event shall Third Map’s aggregate liability for all incidents during the term of the Agreement exceed the aggregate amount actually paid by You for the service. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

In order to be entitled to any indemnification or compensation from Third Map, subject to INDEMNIFICATION section, You must:

• promptly notify Third Map in writing of the claims (whether or not litigation or other proceeding has been filed or served);
  
• give Third Map, at Thrid Map’s option and expense, sole control over the defence and/or settlement of the claims; and
  
• at your own expense, You shall cooperate with Third Map in all reasonable aspects in connection with the defence of any such claim.
  
  

Third Map shall have no liability to You in the event that You have failed to comply with the terms of this Agreement.

• INDEMNIFICATION

Your use of Third Map constitutes your agreement to defend, indemnify, and hold harmless Third Map, its parents and affiliates, partners, and their respective employees, contractors, officers, and directors, from and against any actions, claims, demands, liability and expenses, including reasonable attorneys’ fees, arising out of your use or misuse of Third Map and the rights granted under this Agreement. You agree that Third Map may seek and shall be entitled to injunctive, equitable, or other similar relief to protect, maintain, defend, enforce, and preserve such rights, in addition to any other available remedies without the necessity of posting a bond.

• ARBITRATION

Any dispute or claim arising out of or in connection with this Agreement, including (without limitation) any question regarding the existence, validity, breach or termination of this Agreement must first be the subject of arbitration, administered by the Australian Commercial Disputes Centre Limited (ACDC). The arbitration must be conducted and held in accordance with and subject to the laws of Queensland, and may be held either in Brisbane, Australia or via video conferencing, as agreed between the parties.

• CLAIMS

You and Third Map agree that any cause of action arising out of or related to this agreement or the Service must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

• GOVERNING LAW

This Agreement is governed by the state laws of Queensland, and the federal laws of Australia. To the extent permitted by law, the state and federal courts of Queensland and Australia will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.

• MODIFICATION

Third Map reserves the right, at its discretion, to update or revise the EULA at any time. Third Map will post such changes in its Third Map Service, and/or its Website, and/or communicate such changes via email or otherwise communicate such terms to you in a suitable manner decided by Third Map and these additional or revised terms will become part of the EULA effective immediately. Please check the Third Map Service, the EULA or the Website periodically for changes. Your continued use of Third Map constitutes your binding acceptance of the EULA, including any changes or modifications made by Third Map as permitted above.

• WAIVER

A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

• SEVERABILITY

If any provision of this Agreement is invalid then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any other part or provision of this Agreement.

• ASSIGNMENT

You shall not, without the prior written consent of Third Map, assign, transfer, or license or deal in any other manner with all or any of Your rights or obligations under this EULA. Third Map may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under this EULA without notice to You.

• NO PARTNERSHIP

This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Third Map and You. Neither party shall have any right to bind the other party in any manner whatsoever, and nothing in this Agreement gives any rights of any kind to any third persons.

• ENTIRE AGREEMENT

This EULA constitutes the entire agreement between the parties with respect to this specific subject matter hereof and shall not be modified except as provided in this Agreement.