THIS TERMS OF SERVICE (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“USER” OR “YOU). AS APPLICATION OR SERVICE PROVIDER USING THE RICOH360 APPLICATION, YOU ENTER INTO THE AGREEMENT ON BEHALF OF THE COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO BIND THE COMPANY YOU HAVE NAMED AS THE USER. ALL REFERENCES TO "YOU" IN THIS AGREEMENT THEREAFTER SHALL REFER TO YOUR COMPANY.) AND RICOH FUTURES EMEA (“RFE”, “WE“, “OUR“, OR “US“) THAT WILL GOVERN USERʼS INTERACTION WITH THE RICOH360 APPLICATION AND ITS RELATED SERVICE PROVIDED BY RFE (COLLECTIVELY, “SERVICE”).
RFE MAY ESTABLISH ADDITIONAL TERMS, SEPARATELY FROM THIS AGREEMENT, RULES, GUIDELINES, SPECIAL TERMS AND CONDITIONS THAT RFE MAY PROVIDE ONLINE OR BY OTHER MEANS IN CONNECTION WITH THE PROVISION OF THE SERVICES (COLLECTIVELY,“OTHER RULES”, INCLUDING THE PARTNERSHIP AGREEMENT CONCLUDED BETWEEN RFE AND THECOMPANY YOU BELONG TO). ANY AND ALL OTHER RULES SHALL BE EFFECTIVE TOGETHER WITH THIS AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THIS AGREEMENT AND THE OTHER RULES, THE OTHER RULES SHALL PREVAIL UNLESS OTHERWISE SPECIFIED.
OUR PRIVACY POLICY, WHICH IS INCORPORATED HERE BY REFERENCE, IS AVAILABLE AT https://contents.ricoh360.com/legal/rfe/privacy/.
Signing up for the Service, or accessing or utilizing the Service, you represent that;
(a) you have read, understand, and agree to be bound by this agreement;
(b) you are of legal age and have full legal capacity to enter into a binding contract with RFE;
(c) you have the authority to enter into this agreement; and
(d) you are not subject to sanctions or export control restrictions under applicable laws and regulations of the European Union, the United States, Japan, or any other relevant jurisdiction, including without limitation the EU sanctions regime, U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations administered by the Office of Foreign Assets Control (OFAC).
The Service is intended for business users located in the EMEA region only.
If you do not agree to all of the terms and conditions of this Agreement, or do not fully understand any part of this Agreement, you are not authorized to use the Service and should immediately cease the signing up, any further attempt to access or use the Service.
2.1 Creation of Account.
In order to access and use the Service, User must create an account. When registering an account for the Services (“Account”), you agree to provide only true, accurate, current and complete information requested by the registration form (“Registration Data”) and to promptly update the Registration Data thereafter as necessary.
Your Account Credentials a strictly personal and confidential. Any loss or theft of Account Credentials must be reported immediately to RFE. In any event, any access or use of your Account Credentials is your sole responsibility, and RFE cannot be held liable for any fraudulent access or use or, more generally, for any access or action on the Service or on the Data carried out using your Account Credentials.
2.2 Restrictions on use.
RFE may prohibit commercial use of some functions or certain uses of the Service. You shall confirm the contents of https://support.ricoh360.com/faq/ricoh360-004 and comply withthis prohibition.
2.3 Responsibilities of Users.
(1) You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account.
(2) User shall comply with the following conditions;
(a) User shall not allow any other individual or legal entity to access or use Userʼs Account Information and Account Credentials (including, but not limited to, a combination of your ID and password and system-generated API Key) (collectively, "Userʼs Account-Related Information")
(b) User is responsible for taking reasonable steps to protect Userʼs Account-Related Information from unauthorized access or use.
(c) User (excluding the User who have obtained separate by RFE, such User is called “Authorized User”) is prohibited from using the Service for any entity but the User themselves. User (excluding Authorized User) is not permitted to create contents on behalf of other parties including but not limited to other real estate agents, photographers, agencies, etc. In addition, User shall not use data, images, drawings, or other content created by third parties in the Service.
(d) User must immediately notify RFE, if you become aware that someone else has accessed or used Userʼs Account-Related Information.
(e) User understand and agrees that RFE will provide the software, servers and other technology necessary to make the Service generally available, and you are solely responsible for supplying any computing equipment, peripherals, software, and internet connectivity necessary to access and use the Service.
3.1 Term of this Agreement.
The term of this Agreement is the period between when your Account is created and when this Agreement will be terminated pursuant to Section 3.2 or Section 3.4.
Additionally, in case of termination of the Partnership Agreement mentioned in this Agreementʼs preamble, this Agreement shall be automatically terminated.
3.2 Termination by RFE.
RFE may discontinue the Service, suspend Userʼs access to the Service or terminate this Agreement at any time if;
(a) there is an unavoidable emergency;
(b) RFE believes it would be commercially beneficial to do so in RFEʼs sole discretion, in this case RFE will provide User with advance notice of termination;
(c) RFE is required to do so by any applicable law or governmental authority;
(d) User have not used the Service for more than one year; or
(e) User violates any term of this Agreement or any other agreement between RFE and User.
In the case that this Agreement be terminated, your Account will be deleted.
3.3 Suspension.
RFE may temporarily suspend or disable the Service, or components of the Service, from time to time in order to perform routine or emergency maintenance. RFE will make reasonable efforts to provide User with notice in advance of performing maintenance service, and minimize the amount of time that the Service is unavailable to User while performing maintenance.
3.4 Termination of this Agreement by User.
User may terminate this Agreement at any time by deleting your Account.
3.5 Effect of Termination.
In case your Account will be deleted, you will not be able to access the Services. You agree that any termination of this Agreement may involve deletion of User Content (specified in Section 4.3). RFE will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Content.
3.6 Beta Program.
RFE may offer Beta Versions of the Service (“Beta Program”) to selected users. Beta Program are subject to this Agreement as well as any additional terms defined and presented to Users for acceptance prior to the Beta Program and will have a predetermined end date. RFE may terminate a Beta Program at any time, for any reason, without any compensation for the User.
4.1 Ownership of Service.
(1) User acknowledges and agrees that the Service uses and contains confidential and proprietary information and technology of RFE and its affiliates and embodies trade secrets and intellectual property of RFE and its affiliates and/or its licensors protected under copyright and other laws of the United States of America, Canada, Japan and/or other countries, and by international treaty provisions (collectively “RFE Intellectual Property Rights”).
(2) As between the Parties, except for the limited right to access and use the Service granted herein, RFE and/or its licensors retain all right, title, and interest in and to RFE Intellectual Property Rights, including but not limited to:
(a) all software code (source and object), functionality, technology, system or network architecture and user interfaces, CG contents and all modifications thereto;
(b) all ideas, trade secrets, inventions, patents, copyrights and other intellectual property rights with respect to the Service;
(c) all evaluations, comments, ideas and suggestions made by User regarding the Service, even if those are incorporated into subsequent versions; and
(d) any modifications or derivative works developed from RFE Intellectual Property Rights.
(3) User agrees to treat, protect and maintain RFE Intellectual Property Rights as strictly confidential.
(4) The names “リコー,” “RICOH,” “Ricoh,” “RICOH THETA” and other names and marks used in provision of the Service are trademarks or registered trademarks of RFE, its affiliates, or licensors, and User may not be used without permission of RFE.
Under no circumstances shall this Agreement have the effect of transferring to you any rights whatsoever to any element of the Service other than the usage right stipulated in article 4.2 of this Agreement. You shall refrain from any act that may infringe upon RFEʼs rights.
4.2 License, Scope of Use and Restrictions.
Subject to the terms, conditions and restrictions of this Agreement, RFE grants User a limited, revocable, non-exclusive, non-transferable, non-sub licensable license to access and use the Service. Under no circumstances may User:
(a) modify, alter or create derivative works based upon all or part of the Service;
(b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or architecture of the Service;
(c) take or facilitate any action that might damage, degrade, impair, or compromise the Service in any respect, including but not limited to any hack, hijack, denial of service attack or any unreasonably excessive use of the Service;
(d) bypass or breach any security device or protection;
(e) use the Service or RFE Intellectual Property Rights (including CG contents) for any purpose other than as provided herein;
(f) use the Service for any fraudulent, harmful, illegal, immoral or unethical purpose;
(g) duplicate, sell, copy, loan, rent, transfer, lease, sublicense, assign, distribute, make available for timesharing or otherwise make available for the benefit of third parties (whether for a fee or otherwise) the Service, in whole or in part;
(h) remove, delete, alter or obscure any trademark, specifications, documentation, patent or other proprietary rights notices related to the Service; or
(i) commit any other acts or omissions which may adversely affect the Service or other operations, business or reputation of RFE or any third party.
Furthermore, User shall not permit or facilitate any other person to undertake any of theforegoing.
4.3 User Content.
(1) User agrees and certifies that it is the sole and exclusive owner of any data, images, drawings or other content that are provided by User (including automatic uploads) in connection with its access or use of the Service, or contents derived from them (“User Content”). Authorized User may only provide third parties, only while its Account is active, with a license to use User Content.
(2) Furthermore, User agrees and certifies that;
(a) User owns all intellectual property rights to User Content, and that its use of User Content in connection with the Service will not violate any laws concerning intellectual property rights in the territory where you are located or elsewhere;
(b) User Content is not obscene, profane, defamatory or illegal; and
(c) User shall not provide any User Content containing sensitive personal information (“SPI”).
(d) User shall not provide any User Content containing personally identifiable information (“PII”), as those terms are generally defined, including but not limited to protected health information as defined under the health insurance portability and accounting act of 1996 (U.S.) and other applicable laws and regulations in the territory where you are located (including General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”)°, without the consents of such person. User Content containing personal data shall be handled in accordance with RFEʼs Privacy Policy and applicable data protection laws.
(3) User will defend, indemnify and hold RFE and RFEʼs affiliates harmless from and against any and all claims that are inconsistent with the above agreements and certifications.
(4) Without limiting the foregoing, RFE shall have the right, but not the obligation, to remove any User Content that violates this Agreement or is otherwise objectionable, without any compensation for the User.
4.4 Use of User Content by RFE.
(1) You hereby grant to RFE, RFEʼs affiliates, their subcontractors and business partners non-exclusive,worldwide, royalty-free rights to collect, use, copy, store, transmit, distribute, display, modify and create derivative works of User Content both during the Term and thereafter for;
(a) our performance of the Service;
(b) our analysis of the Service;
(c) our promotion of the Service;
(d) our improvement of the Service; or
(e) our development of our new products or services.
(2) You hereby acknowledge and agree that;
(a) The Service will collect, retain and utilize statistical data regarding User Content and Userʼs interactions with the Service, including but not limited to statistical information about images uploaded by User, as well as portions of User Content (“Technical Data”). Technical Data may be collected from or transmitted to locations outside of the territory where you are located.
(b) RFE has the continuing right to collect Technical Data in this manner, and to use Technical Data for its reasonable, business purposes, including but not limited to further development and improvement of the Service, to provide services other than the Services or third-party services incorporating the Company's services (including, but not limited to, the Services) or to improve the new products or services, both during the Term and beyond.
(c) RFE may subcontract to a third party the collection or use of, or permit its business partners to collect or use, Technical Data solely for those purposes.
(3) User acknowledges and agrees that User Content may be replicated and stored by RFE, RFEʼs affiliates, their subcontractors and business partners for back-up purposes, and that User Content may be stored on servers or other information assets located outside of the territory where you are located.
4.5 Interactions with Other Users.
(1) You are solely responsible for your interactions with other Users and any other parties with whom you interact (including your end-customers); provided, however, that RFE reserves the right, but has no obligation, to intercede in such disputes. You agree that RFE will not be responsible for any liability incurred as the result of such interactions.
(2) The Service may contain User Content provided by other Users. RFE is not responsible for and does not control User Content. RFE has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
4.6 Integration with Third-Party Services.
(1) You are solely responsible for your use of services provided by third parties other than RFE (“Third-Party Service”). The agreement between you and the provider of Third-Party Services ("Service Provider" and such agreement is referred to as a "Third-Party Service Agreement") governs your use of the Third-Party Services, and you must refer to that Third-Party Service Agreement and not this Agreement to determine your rights and liabilities. You agree that RFE will not be responsible for any liability incurred as the result of such use of the Third-Party Services.
(2) The handling of User Content by the Service Provider shall be governed by the Third-Party Service Agreement. You agree that RFE will not be responsible for any liability incurred as the result of such handling of your User Content by the Service Providers.
(1) User agrees to indemnify and hold the RFE Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneysʼ fees) relating to or arising out of;
(a) User Content;
(b) your use of, or inability to use, the Service;
(c) your violation of this Agreement;
(d) your violation of any rights of another party, including any Users; or
(e) your violation of any applicable laws, rules or regulations.
Above provisions do not require you to indemnify any of the RFE Parties for any intentional and/or gross negligence of such party.
(2) RFE reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RFE in asserting any available defenses.
(1) USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE IS BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.
(2) RFE DOES NOT GUARANTEE THAT THE SERVICE COMPLIES WITH ANY LEGAL REQUIREMENT THAT MAY APPLY TO USER OR USER CONTENT.
(3) THE RFE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICE. RFE DOES NOT WARRANT THAT THE SERVICE WILL MEET USERʼS REQUIREMENTS; THAT IT WILL SUCCESSFULLY PERFORM AS INTENDED; THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; OR THAT ALL ERRORS WILL BE CORRECTED.
(4) USER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR APPROPRIATELY BACKING UP ITS USER CONTENT, AND ACCORDINGLY RFE WILL HAVE NO LIABILITY FOR ANY DATA LOSS THAT OCCURS IN CONNECTION WITH USERʼS INTERACTION WITH THE SERVICE.
(5) SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF WARRANTIES OR CONDITIONS, SO SOME OR ALL OF THE DISCLAIMERS ABOVE MAY NOT APPLY IF PROHIBITED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RFE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, EVEN IF RFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING THE FOREGOING, RFEʼS TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID BY USER FOR THE USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES CAUSED BY RFEʼS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR TO THE EXTENT SUCH LIMITATION IS NOT PERMITTED UNDER APPLICABLE LAW.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the courts of Paris, France.
RFE respects the intellectual property rights of others and expects users of the RICOH360 Application to do the same.
If you believe that any content available through the Services infringes your copyright, you may submit a copyright infringement notice to RFE. Such notice must include the following information:
RFE will review and take appropriate action in accordance with applicable law upon receipt of a valid copyright infringement notice.
10.1 Governing Law.
This Agreement is made under and shall be interpreted in accordance with the laws of France, without giving effect to any principles that provide for the application of the law of another jurisdiction excluding its choice of law and conflict of law provisions.
The parties hereto expressly agree that the application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded, and it shall not apply to this Agreement.
10.2 Entire Agreement.
This Agreement sets forth the complete and final understanding of Ricoh Futures EMEA (“RFE”) and User with respect to the subject matter of this Agreement, and superse desall other agreements or understandings on the topic (except as specified in this Agreementʼs preamble).
10.3 Severability.
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
10.4 Waiver.
Failure of RFE to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision.
10.5 Third Party Beneficiaries.
All of the RFE Parties and RFEʼs licensors are direct and intended third-party beneficiaries of this Agreement and may enforce it against User.
10.6 Export Control and Compliance.
Goods, software, services or technical information made available to User in connection with the Service or otherwise under or in relation to this Agreement may be controlled by export regulations of Userʼs jurisdiction, the European Union, the United States, Japan, or any other jurisdiction that apply to User or Userʼs business (collectively, “Export Regulations”).
User shall ensure that all activities involving distribution and export or re-export of such goods, software, services or technical information are in compliance with all applicable laws and regulations, including without limitation EU export control laws and regulations, U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations administered by the Office of Foreign Assets Control (OFAC), as applicable.
User represents and warrants that it is not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions, and that it will not use the Service for purposes prohibited under applicable export control or sanctions laws, including the development or proliferation of weapons of mass destruction.
10.7 Assignment; Subcontracts.
Neither this Agreement nor the rights or licenses granted under this Agreement may be assigned, sublicensed or otherwise transferred by User without the prior written consent of RFE. RFE may assign this Agreement or any of its rights under this Agreement without prior notice to User. RFE may subcontract any or all of its obligations under this Agreement without prior written notice to User.
10.8 Confidentiality.
User shall not divulge to any third party any of RFEʼs business secrets (including confidential communications) obtained in connection with the Services.
User shall not assume any obligation of confidentiality set forth in the preceding sentence to the extent that a court order or compulsory disposition is made in accordance with applicable laws and regulations.
Notwithstanding the foregoing, User shall not assume any obligation of confidentiality undert his paragraph with respect to any information falling under any one of the following:
(a) Information already in the possession of User;
(b) Information received from a third party with due authority for disclosure without obligation of confidentiality;
(c) Information that is in the public domain at the time of receipt;
(d) Information that becomes available to the public through no fault of User after receipt; or
(e) Any information independently invented or developed by User without the use of or reference to RFEʼs confidential information.
User shall comply with the obligations of this article 10.8 for a period of three (3) years after the termination of this Agreement.
10.9 Force Majeure.
RFE shall not be liable for any failure to provide the Service, or otherwise perform its obligations under this Agreement, to the extent resulting from fire, flood, earthquake, storm, riot, insurrection, acts of terrorism or a foreign enemy, epidemic, or any other cause beyond the reasonable control of RFE.
10.10 Equitable Relief.
User acknowledges that the unauthorized disclosure or use of the Service, any related documentation, or RFEʼs Intellectual Property Rights, or any breach of Userʼs confidentiality obligations under this Agreement, would cause irreparable harm to RFE for which monetary damages would be an inadequate remedy. Accordingly, RFE may seek immediate injunctive or other equitable relief in a court of competent jurisdiction in connection with any breach or alleged breach of this Agreement.
10.11 Change of Terms.
PLEASE NOTE THAT THIS AGREEMENT AND OTHER RULES ARE SUBJECT TO CHANGE BY RFE IN ITS SOLE DISCRETION AT ANY TIME.
RFE may revise this Agreement and Other Rules from time to time and will make the most current version available to User. If RFE makes any material changes, RFE will provide notice to User, including by sending an email to the last email address provided by User.
If User does not agree to such changes, User shall stop using the Service pursuant to Section 3.4. Continued use of the Services after such changes constitutes Userʼs acceptance of the revised Agreement.
10.12 Survival.
The provisions of Section 3.5 (Effect of Termination), Section 4 (Intellectual Property), Section 5 (Indemnification), Section 6 (Disclaimers & Exclusion of Warranties and Conditions), Section 7 (Limitation of Liability), Section 8 (Dispute Resolution), and Section 10 (General Provisions) shall survive any termination of this Agreement, regardless of the reason for termination or the terminating party.
10.13 Controlling Text.
The governing language of this Agreement is English.
In the event of any inconsistency between the English version and any translated version, the English version shall prevail.
END OF AGREEMENT
Here is the link to the EU Data Act‒related contractual documents, which apply to your use of the Service.
By using this Service, you are deemed to have agreed to them.
https://contents.ricoh360.com/legal/rfe/eu-data-act
