End User Terms of Service
These Terms of Service (“Terms“) constitute a binding legal agreement between you, as the licensee and end user (referred to in these Terms by the words “you”, “your”, “yours”, and their derivatives), and Aurasma, Inc. (if your primary residence is in North America) or Aurasma Systems Limited (if your primary residence is in any other location) (in either case, the “Company“, also referred to in these Terms by the words “we”, “us”, “our”, “ours”, and their derivatives). These Terms govern your right to obtain, access, and make use of Aurasma (defined below), including downloading our mobile application, providing any information, text, images, audio, video, and other content and data for purposes of setting up an account, or for use or display by or to yourself or other parties, and/or accessing, using, or displaying any content or information provided by or in Aurasma. By clicking “I agree”, by downloading the Aurasma mobile application to your mobile device, and/or accessing Aurasma, you agree to be bound by these Terms. If you do not agree to these Terms, do not download the mobile application or, if the application has already been downloaded, permanently remove and delete the mobile application from your mobile device, and do not access or attempt to access Aurasma.
- 1. Description and Use. As used in these terms, “Aurasma” refers to our proprietary products, software, and services that, together, represent our augmented reality technology offering currently marketed under the name “Aurasma”. Aurasma is a combination of two components: (1) our mobile software application (the “App“), which an end user downloads to a compatible mobile electronic device, such as a smartphone or tablet computer, (a “Device“), containing proprietary algorithms and code so as to allow it to recognize and understand conceptually the identity of certain persons, places, or things with which the Device comes into contact; and (b) our content delivery system, hosted and managed by us, through which we manage and house text, images, audio, video, and other content and data (“Content“) to be delivered to the Device based on the identity of each person, place, or thing recognized by the App. We reserve the right to change all or any portion of the software, applications, functionalities, design, makeup, content, and delivery systems that are provided as part of or through Aurasma, and/or to update or revise the App, from time to time, in our sole discretion and without prior notice to you. We reserve the right to temporarily or permanently cease providing or supporting the App, or cease providing any part of Aurasma, or any of the Content contained therein, to you or to end users generally, or to place limits on your access or on access generally, of Aurasma or any of its features or functionalities, with or without notice.Aurasma may be used only for non-commercial, lawful purposes. You agree to adhere to all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of Aurasma. In addition and without limitation, you agree that you will not do any of the following while using or accessing Aurasma: (i) attempt to gain access to or search any of our systems or facilities, or attempt to download Content within Aurasma, through the use of any search or download engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software, search agents, and interface(s) we provide and include for use as part of Aurasma; (ii) attempt to access, tamper with, or use non-public information, areas, servers, equipment, or facilities, even if they may be part of the infrastructure used to deliver or support Aurasma and our end users; (iii) gather and use information, such as other users’ usernames, login information, real names, email addresses, and the like, that may be available through Aurasma, to transmit any unsolicited advertising, junk mail, spam or other form of solicitation; (v) use Aurasma for any commercial purpose or for the benefit of any third party or in any manner not by these Terms; (vi) violate any applicable law or regulation; or (vii) encourage or enable any other individual to do any of the foregoing. We reserve the right to investigate and prosecute violations of any of the above and/or involve and cooperate with law enforcement authorities in prosecuting users who violate the Terms. You acknowledge that we have full right and authority, but no obligation, to monitor your access to or use of Aurasma, for operation and maintenance of Aurasma, to ensure your compliance with these Terms, to comply with applicable law, rule, regulation, or administrative or judicial order, or for any other legitimate purpose. You acknowledge that you have no reasonable expectation of privacy with respect to your use of Aurasma and/or your submission of Content in connection with such use. You agree to defend, indemnify, and hold us (including our affiliated companies, officers, directors, employees and agents, successors and assigns), wholly and completely harmless from and against any claims, liabilities, damages, losses, and expenses (including attorneys’ fees), arising out of or in any way connected with your access to or use of Aurasma or your violation of these Terms.We may deliver or display advertisements, marketing, or promotional materials through Aurasma, which may or may not be targeted to end users or to Content or information within Aurasma, to actions taken, queries made, or information provided through use of Aurasma, or other information. The types and extent of these materials are subject to change without notice to you. You agree that we may place, or may authorize third parties to play, advertising, marketing and promotional materials within Aurasma, in connection with the delivery and/or display of Content to end users or otherwise.
You expressly consent to the provision and collection of location-based services and information in connection with Aurasma. You should not access the App or access or use Aurasma while driving, operating heavy machinery, or while engaging in any other hazardous activity. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF AURASMA AND/OR THE DEVICE, INCLUDING, BUT NOT LIMITED TO, THE RISK OF TRAFFIC ACCIDENTS OR INJURY IF USED WHILE DRIVING.
- 2. License. Subject to your continued compliance with these Terms, you have a limited, non-exclusive, non-transferable and nonassignable (without right to sublicense), single user license, solely for personal use and for no commercial use or purpose, (a) to download and install 1 copy of the App to your Device, for use solely in connection with Aurasma, and (b) to access and use Aurasma, and any Content related thereto or delivered by reason thereof. You may not: (i) copy, modify or distribute the App for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute Aurasma or the App to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of the App or Aurasma; (iv) make any features or functionalities of the App or of Aurasma available to multiple users through any means; or (v) use Aurasma or the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms. We and/or our affiliates and licensors are exclusive owners of all right, title and interest in and to the App and/or Aurasma, including all associated intellectual property rights, and we reserve any rights not explicitly granted in this Section.
- 3. Account Registration. We may, in our discretion, require you register and create an account (“Account“) in order to make use of or access Aurasma. In creating an Account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving products or services under the laws of the United States or other applicable jurisdiction. When creating an Account, you may be required to provide certain personal information about yourself and establish a username and a password. You agree to provide accurate, current and complete information about your Account. We may suspend or terminate your Account if any information provided during the registration process or thereafter proves to be incomplete, inaccurate, false or misleading. You are responsible for safeguarding your password that you use for your Account and for any activities or actions under your Account, whether or not you have authorized such activities or actions. We are not liable for any liability or damages due to a third party accessing your Account and/or obtaining access to any information provided by you in connection with your Account, or for any other loss or damage arising from your failure to comply with these requirements.
- 5. Content; Channels. You may, but are not required to, create or amalgamate within Aurasma a collection of Content related to a single topic (a “Channel“), which Content (supplied by you or otherwise) may be made available to end users. We reserves the right to remove any Channel from Aurasma at any time and, further, to restrict any end user’s access to the Channel, or any part thereof, without notice. You are responsible for any Channel created by you and/or any Content that you post, upload and otherwise submit to us (for use within your Channel or otherwise). By submitting Content, you hereby grant us and our affiliates a worldwide, perpetual, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, deliver to end users, prepare derivative works of, display, and perform the Content within Aurasma, including without limitation for promoting and redistributing part or all of Aurasma (and derivative works thereof) in any media formats and through any media channels. You shall not: (i) upload, post, email or otherwise transmit (a) any Content to which you do not have the lawful right to copy, transmit and display (including any Content that would violate any confidentiality or fiduciary obligations that you might have with respect to the Content) or (b) any Content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (ii) publish falsehoods or misrepresentations that could damage us, our business, any of our affiliates, partners, end users, or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements without our consent; or (v) impersonate another person or entity. We do not endorse any Content, and we express no opinion, recommendation, or advice regarding the Content housed within Aurasma. We expressly disclaim any and all liability in connection with, and you agree to indemnify and hold us harmless from and against any claim, liability, obligation, damages, or fees (including reasonable attorneys’ fees) resulting from any Content supplied by you. We have absolutely discretion to determine whether your Content is appropriate for use in Aurasma, and/or whether your Content complies with these Terms and any user guidelines published by us,. We may remove any Content and/or terminate your access for uploading objectionable Content, without prior notice and at our sole discretion. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting, publishing or otherwise making available Content or other materials that are believed to violate these Terms.
- 6. Intellectual Property Rights. We may terminate your access to Aurasma and/or remove any Content if we have reason to believe your actions in using Aurasma, including any Content uploaded by you, infringe the copyright, trademark, or other intellectual property rights of any third party. If you believe that works in which you retain intellectual property rights have been copied, uploaded to, and made available by reason of Aurasma in a way that constitutes infringement, please notify our Legal Department immediately, and provide the following information: (i) the name and signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of what material you believe to infringe your rights and where that material is located within Aurasma; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- 7. Third Party Content. Aurasma may display links to third party websites, resources, products, offerings, and services not housed within Aurasma and/or managed or controlled by us (“Third Party Content“). We assumes no responsibility for Third Party Content, and you are solely responsible for and assume all risk arising from your use, access, or reliance of any Third Party Content. Specifically and without limitation, we shall not be responsible or liable for: (i) the availability, accuracy, quality, or reliability of such Third Party Content; or (ii) the information, products, or services available on or through such Third Party Content. Existence of any Third Party Content should not be interpreted as, and does not constitute, an endorsement by us of that Third Party Content, its publisher, or anything relating thereto.
- 8. Ownership. Aurasma and the App are protected by copyright, trademark, and other laws of the United States, United Kingdom, and other jurisdictions. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the App or Aurasma, or any Content not provided by you. You acknowledge and agree that any feedback, comments or suggestions you may provide regarding Aurasma, the App, or Content shall be our sole and exclusive property, and you hereby irrevocably assign to us all of your right, title and interest in and to all feedback.
- 9. Termination. We may suspend, disable or terminate your access to Aurasma or any of its features or functionalities (including any Channels), at our sole discretion and without prior notice to you, should you violate any of the terms hereof. We will not be liable to you or any third party for termination of your access or use. Suspension or termination will not affect any of your obligations under these Terms (including, without limitation, ownership, confidentiality, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.
- 10. No Warranty. Your access and use of the App and/or Aurasma and any Content delivered thereby is at your sole discretion and risk. We will not be responsible for any damage or harm to any computer or mobile device (including a Device), loss of data or other harm that results from your use of Aurasma, the App, or the Content. AURASMA, THE APP, AND THE CONTENT IS PROVIDED WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. AURASMA IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DO NOT WARRANT THAT THE ANY PORTION OF AURASMA WILL MEET YOUR NEEDS OR REQUIREMENTS, WILL BE SECURE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE ERROR-FREE. No advice or information, whether oral or written, obtained by you from us or any of our affiliates, agents, partners, employees, successors, or assigns, will create any warranty not expressly stated in these Terms.
- 11. Limitation of Liability. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, AND LOSS OR INACCURACY OF INFORMATION), REGARDLESS OF THE FORM OF ACTION, EVEN IF THE CLAIM WAS REASONABLY FORESEEABLE OR IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THE FOREGOING TO BE AN ESSENTIAL BASIS OF THE BARGAIN.
- 12. Confidentiality. Except as expressly and unambiguously permitted hereunder, you agree to hold in confidence and not use or disclose any materials or information disclosed by us, our affiliates, or our licensors, that are confidential or proprietary, or which may be reasonably regarded as the confidential information of the other party (“Confidential Information“). Confidential Information will also include the App and any new product information or the results of any benchmark or similar tests on conducted by you or divulged by you to us. You shall treat as confidential all Confidential Information with at least the same degree of care you use to prevent unauthorized disclosure or use of your own Confidential Information, but in no event less than reasonable care. Confidential Information will not include any materials or information that you can prove (i) is now, or later becomes, through no act or failure to act on your part, generally known or available to the public; (ii) is known by you at the time of disclosure as evidenced by written record, without obligation of confidentiality; (iii) is furnished to you by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by you without any breach of these Terms; (v) is the subject of an express written written permission to disclose provided by us; or (vi) is disclosed in response to a valid order of a court or other governmental body.
- 13. Apple Device Users. The following shall apply to you if you download and/or use the App on an iPhone, iPad, iPod Touch, or other Device provided by Apple, Inc. (“Apple“), or if you downloaded the App from the Apple, Inc. App Store (the “App Store“).
1. You shall at all times use the App in accordance with the Usage Rules set forth in the App Store Terms of Service.
2. Apple has no obligation to provide any support or maintenance with respect to the App. We shall be responsible for any such support.
3. Apple is not responsible for addressing any claims by you or any third party relating to the App, including but not limited (a) product liability claims, (b) any claims that the App fails to conform to an applicable legal or regulatory requirements, or (c) claims arising under consumer protection or similar legislation. Any such claims should be directed solely to us for response.
4. You acknowledge that this Agreement is between the Company and you, and that Apple is not a party to the agreement created by these Terms. Apple and Apple’s affiliates and subsidiaries, as the case may be, are third party beneficiaries of these Terms, and, upon your acceptance hereof, Apple may enforce these Terms against you in such capacity.
5. By downloading the App and/or accessing Aurasma, you acknowledge that you are not located in a country that is subject to any U.S. Government embargo or designated as a terrorist supporting country and, further, you acknowledge that you are not listed on any U.S. Government list of prohibit or restricted parties.
- 14. General. These Terms contain the full and complete understanding of the parties as to the subject matter hereof. The parties expressly agree that these Terms supersede all prior or contemporaneous proposals and all other oral or written understandings, representations, conditions, and other communications between the parties relating to such subject matter, as well as the terms of all contemporaneous or future purchase orders. You shall not transfer or assign the agreement created by these Terms, the licenses granted hereunder, or any rights or obligations herein, by reason of operation of law, change of control, or otherwise, without our prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. These Terms will be governed and interpreted in accordance with the laws of the United States and the State of California, without giving effect to principles of conflicts of law. If your principal place of business is located in North America, this Agreement will be governed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law, and the parties irrevocably agree that any litigation relating to this Agreement will be brought exclusively in state or federal courts located in San Francisco County, California. If your principal place is business is located outside North America, this Agreement will be governed and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts. If any part of these Terms is found void and unenforceable, it will not affect the validity of the balance of the Terms, which shall remain valid and enforceable according to its terms. The failure of a party to insist on the performance of an obligation hereunder shall not be deemed to be a waiver of such obligation or of any other obligation. The parties acknowledge and agree that your material breach of these Terms adversely affecting our proprietary rights would cause irreparable harm to us for which a remedy at law would be inadequate and that we shall be entitled to injunctive relief in addition to any remedies it may have hereunder or at law. Notices under these Terms and any comments, questions, or complaints regarding Aurasma to us should be sent to:
For users in North America or South America:
303 Second Street
South Tower, Ste 500
San Francisco, CA 94107
+1 415 243-9955
For users outside North America and South America:
Aurasma Systems Limited
Cambridge Business Park
+44 1223 448000