Terms and Conditions for Blue-Sketch.com services, provided by Mobile BB, Inc. located at 500 Slidell Street, New Orleans, LA 70114.
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Part A. General Terms for All Uses of the Website
These General Terms (“GT”) apply to all uses of the Blue-Sketch.com website (the “Site”). You indicate Your acceptance of these General Terms by using the Site. If You do not accept these terms, refrain from using the Site.
If You have registered for use of the services offered by the Site (the “Service(s)”), additional terms and conditions (see Part B. below) apply to You.
- The Site. This Site provides a service (the “Service(s)”) whereby commercial enterprises, not-for-profit organizations, local, state, or federal, or other entities (“Business(es)”) with a business need for a floor plan, 3D model, Virtual Reality or Augmented Reality application, or any other need related to real estate technologies or services may order such digital software products or services.
- Ownership and Limited License. (a) Mobile BB, Inc. and/or its suppliers shall retain all ownership in the Site and all content generated by it that is displayed on the Site. Mobile BB, Inc. grants You a nonexclusive, revocable right to use the Site provided that You do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form except that You have the right to modify Your self-generated content on the Site. The license granted to You by Mobile BB, Inc. is a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Mobile BB, Inc.This license does not include any copying or distribution, resale or commercial use of this Site or its contents; any collection and use of any Project listings, descriptions; any derivative use of this Site or its contents; any downloading or copying of Project information for the use or benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Mobile BB, Inc. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Mobile BB, Inc or any of its partners without express written consent. You may not use any meta tags or any other “hidden text” utilizing Mobile BB Inc. name or trademarks without the express written consent of Mobile BB, Inc. Any unauthorized use terminates the permission or license granted by Mobile BB,Inc.. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of mobilebrainbank.com so long as the link does not portray Mobile BB, Inc., or its products or services in a false, misleading, derogatory, or otherwise offensive matter.
- Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure.You agree not to take any actions which may undermine the integrity of our system or the Services, such as: leaving feedback or ratings for Yourself; using the Site in violation of local, state, national or international law; uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding Your use of the Services and the transfer of the technologies or information with which You are involved, including without limitation, import/export requirements, and Mobile BB, Inc. expressly disclaims any liability or responsibility thereto.
- Third-Party Web Site Links. The Site may contain links to Web sites operated by parties other than Mobile BB, Inc. Such links are provided for reference only and Mobile BB, Inc. does not control such Web sites and is not responsible for their contents. Mobile BB Inc.’s inclusion of links to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators.
- Limitation of Liability. MOBILE BB, INC. SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) YOU SUFFER OR INCUR AS A RESULT OF YOUR USE OF THE SITE OR SERVICES. UNDER NO CIRCUMSTANCES WILL MOBILE BB INC. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES IN EXCESS OF USD 100 REGARDLESS OF THE CAUSE.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site and its Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
- Copyright. All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Mobile BB Inc. or its partners, and protected by applicable copyright laws. The compilation of all content on this site is the exclusive property of Mobile BB, Inc. and protected by American and international copyright laws. All software used on this site is the property of Mobile BB Inc. or its software suppliers and protected by applicable copyright laws.
- Claims of Copyright Infringement. If you believe that a work for which you claim copyright has been copied in a way that constitutes infringement you can notify us using the email address: [email protected] We ask you to provide the following information together with your notification
– an electronic or physical signature of the person authorized to act on behalf of the owner of the allegedly infringed right;
– identification of the copyrighted work that you claim has been infringed;
– identification of the material that is claimed to be infringing and its location on this Site;
– information to contact you, including your address, telephone number, and email address;
– a 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;
– a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that the complaining party is authorized to act on the copyright owner’s behalf.
- Applicable Law and Disputes. Your use of this Site is governed by the substantive laws of Louisiana (with exception of its choice of law provisions) and any dispute, controversy or claim arising out of or relating to this Site, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Louisiana Chamber of Commerce.
Part B. Terms and Conditions for Registered Users
The following describes the additional terms and conditions (“T&C”) applicable to the use of the Site and Services provided within for registered users. These T&C consist of General part (Part B1) applicable to all Services and additional Terms and Conditions (the “Terms”) (Part B2) applicable to the floor plan Services.
Part B1. General
- Contract. By registering and accepting these T&C You enter into a binding contract (the “Agreement”) with Mobile BB, Inc. and its group companies with rights and obligations as set forth herein and in the General Terms for All Users of the Website (“GT”). The GT are hereby expressly incorporated by reference into the Agreement and capitalized terms defined in the GT shall have the same meaning under these T&C unless otherwise defined in these T&C. By using the Management or Development Services You accept the Terms that are hereby expressly incorporated by reference into the Agreement.
Site registration is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If You do not qualify, please do not register on the Site.
- Business and Registration. To be eligible to order services through Blue-Sketch.com You must accept these T&C and GT.
- Services and applicable Fees and Payment Terms. By submitting an order, You as a Business commit to acquire Services from Mobile BB, Inc.
Mobile BB, Inc. has the right to amend the fees and other payments of the Services by informing changes on blue-sketch.com.
Mobile BB, Inc. may change credit or payment terms at any time when, in Mobile BB. Inc.’s reasonable opinion, Your financial condition, previous payment record, or the nature of Your relationship with Mobile Bb, Inc. so requires. You shall make all payments due in full amount without any deduction whether by way of set-off or otherwise.
Payments due to the Services are exclusive of withholding, excise, privilege, sales, use, customs, value added, and other taxes and charges applicable to such payments to Mobile BB, Inc. You shall pay all such taxes and charges to ensure that Mobile BB, Inc. will receive, in full and without deduction, the amounts payable to it hereunder (except only for taxes based on Mobile BB, Inc.s income).
If You fail to pay to Mobile BB, Inc. any sum due pursuant to the Agreement, You are liable to pay penal interest on such delayed sum from the due date of the delayed payment and until the delayed payment together with the accrued penal interest is paid in full. In addition to claiming any such late interest, Mobile BB, Inc. shall have the right to suspend provision of the Services until it has received all receivables from You.
- No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”. MOBILE BB, INC. MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.
- Limitation of Liability and Disclaimer. In addition to Section 6 of GT the following limitation of liability and disclaimer shall apply: Mobile BB, Inc. has no control over, and is not responsible for the acts or omissions of its partners. Mobile BB Inc. does not warrant or guarantee the accuracy or completeness of any Service. You agree that You will be responsible for, and at Mobile BB, Inc.’s request defend Mobile BB, Inc. from, third party claims arising out of any information You provide to Mobile BB, Inc. for publication or any breach by You of this Agreement.
- Circumvention, Other Contracts, Confidentiality, Non-solicitation and Indemnification. By participating in the Service You agree not to circumvent the Service by directly contracting with an existing supplier to Mobile BB, Inc.
You agree that You will not disclose to Mobile BB, Inc. or its affiliates, any information which You are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. You agree that You will not discuss with or disclose to any third party any information related to any Service.
Solicitation of a personnel carrying out the Services will cause severe harm for the business of Mobile BB, Inc. You shall not employ or otherwise hire or solicit any existing or former personnel of Mobile BB, Inc. or their subcontractors that performs or has performed or is or has been otherwise related to the Services provided to You (“Performing Person”) before six (6) months has passed from the date the Performing Person carried out the Services. In case of any breach of this non-solicitation clause You are responsible for compensating to Mobile BB, Inc. an amount equaling the last three (3) months gross salary of Performing Person or at least USD 30.000 per employed or otherwise hired Performing Person.
Should Your participation in the Service be found to breach legal obligations You may have with other third parties or in the event of a breach of the confidentiality obligations in this Section 8, You agree to defend, indemnify and hold harmless Mobile Brain Bank its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
- No Third Party Reliance. You agree that You will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Mobile BB, Inc. This Agreement shall have no third party beneficiaries.
- Force Majeure. Mobile BB, Inc. reserves the right to defer the date of delivery or to cancel the Agreement or reduce the volume of the Services ordered by You (without liability to You) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Mobile BB, Inc. including, but not limiting to, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of three (3) months, You shall be entitled to give notice in writing to Mobile BB, Inc. to terminate the Agreement.
- Miscellaneous. This Agreement between You and Mobile BB, Inc. shall be governed by the substantive laws of Louisiana (with exception of its choice of law provisions) and any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Louisiana Chamber of Commerce.
If any provision of the Agreement shall be held to be illegal, void, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Agreement or the whole Agreement shall not be affected. No failure to exercise nor any delay in exercising by either party of any right, power, privilege or remedy under the Agreement shall impair or operate as a waiver of such right, power, privilege or remedy.
Part B2. Terms and Conditions of Floor plan, Virtual Staging, and related services
- Background. In addition to T&C and GT, these General Terms and Conditions of Floor plan and Virtual Staging Services (“Terms”) apply when Mobile BB, Inc. provides any services offered through its website.
- Contract. Unless otherwise stated in the quotation, Mobile BB, Inc.’s quotation is valid for a period of thirty (30) days from the date of the quotation. An agreement between Mobile BB, Inc. and You incorporating these Terms as well as T&C shall come into force when (i) the Parties have signed the agreement regarding the floor plan Services, (ii) a written acknowledgement of Your order is issued by Mobile BB, Inc. or (if earlier), (iii) Mobile BB, Inc. begins performing Floor plan Services for You (the “Contract”).
No terms or conditions endorsed upon, delivered with or contained in Your purchase order, confirmation of order, acceptance of quotation, specification or other document will form part of the Contract simply as a result of such document being referred to and/or delivered to Mobile BB, Inc.
The GT and T&C are hereby expressly incorporated by reference into the Contract and capitalized terms defined in the GT and/or T&C shall have the same meaning under these Terms unless otherwise defined in these Terms.
- Obligations of Mobile BB, Inc. Mobile BB, Inc. is responsible for appointing personnel for the Services with appropriate qualification and experience. Mobile BB, Inc. has the right to change personnel appointed for the Services and shall be entitled to use subcontractor for performing the Services.
Mobile Brain Bank shall perform the floor plan Services in a competent and professional manner, with due care and skill.
- Your Obligations. You shall deliver and be responsible of source material related to the floor plan Services, unless otherwise agreed. Source material may be existing blueprints, drawings, photographs, 3D showcases, or videos of the property in question.
You shall provide required support, assistance, expertise and items specified in the Contract in order to enable Mobile BB, Inc. to carry out the Services.
- Management. You shall appoint one contact person who shall serve as the primary point of contact and representative for You.
- Additional Services. You may increase the agreed level of Services defined in the Service Description or order additional services from Mobile BB, Inc. Unless the Service Description already defines the content of and fees and other payments payable subject to increased level of the M&D Services or additional services, Parties shall define and agree upon fees and other payments prior to the delivery of such services.
- Payment Terms. The Price for the floor plan shall be set out in the Service Description, or mentioned on blue-sketch.com website.
Unless otherwise stated in the Service Description, 100% of the payments shall be made when placing the order. Payment may be made through blue-sketch.com by using credit card, or billed by Mobile BB, inc. through Pay-Pal.
- Intellectual Property Rights and Work Results. You shall be solely responsible for your own user content (the “User Content”) and the consequences of uploading, posting, using, or publishing them. In connection with User Content, you confirm, represent and warrant that: (1) you own or have the necessary licenses, rights, consents and permissions to use and to authorize Mobile BB, Inc. to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Blue-Sketch Services and this Agreement; and (ii) you have the written consent, release and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Mobile BB, Inc. Services and this Agreement.
Mobile BB, Inc. may freely use the User Content in order to create and promote floor plan and virtual staging deliverables to which Mobile BB, Inc. will retain full ownership. You may use these deliverables in your own use as long as You have settled all payments and other liabilities as set forward in these GT and T&C.
No right, title or ownership to any background intellectual property rights of Mobile BB, Inc., meaning all materials, technology, tools, processes, information, know-how, data or intellectual property rights in whatever form that are (i) proprietary to Mobile BB, Inc. or a third party or (ii) are created, developed, or reduced to practice prior to or independently of the floor plan Services or other than as a result of floor plan Services, shall be transferred to You.
No intellectual property rights are transferred to You and all such other intellectual property rights related to Mobile BB, Inc. and its persons and any work performed by them, shall remain with Mobile Brain Bank or, as applicable, its third party suppliers. You undertake not to use Mobile BB, Inc.’s intellectual property rights and documentation relating thereto in any other manner or for any other purpose than those allowed under the Agreement.
Mobile BB, Inc. may use and include open source software to the results of the Services unless You specifically forbid use of open source software.
- Disclaimer, Limitation of Liability. In addition to Section 6 of GT and Sections 6 and 7 of T&C Part1, following limitation of liability and disclaimer shall apply to the floor plan Services: THE WARRANTIES AND REMEDIES IN THESE TERMS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER TERMS, CONDITIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR PURPOSE, NON-INFRINGEMENT OR SATISFACTORY QUALITY. ALL SUCH IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS ARE ACCORDINGLY HEREBY EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Confidentiality. Each party shall protect and safeguard the information of the other party at least in the same manner in which it protects its own equivalent information, but in no event less than a reasonable degree of care. This condition imposes no obligation upon a recipient with respect to information which (i) was rightfully in the recipient’s possession before the disclosure, (ii) is or becomes a matter of public knowledge through no fault of the recipient, (iii) is rightfully received by the recipient from a third party without a duty of confidentiality or (iv) is independently developed by the recipient without reference to the confidential information of the other party.
Each party’s obligation to maintain the information as confidential will apply for a period of five (5) years from the date of disclosure.
Mobile BB, Inc. may, despite the foregoing, make use of the knowledge and experience obtained during the performance of the floor plan Services.
Parties may enter into a separate non-disclosure agreement regarding the floor plan Service that will fulfill but not replace or substitute confidentiality obligation agreed in this Section.
- Termination. Contract concluded for a defined time period expires without termination after the defined time period has passed, or until all undertakings under the Contract have been fulfilled and all fees, expenses and changes paid, whichever is later.
Contract in force until further notice may be terminated with six (6) months termination period.
Contract may be terminated with immediate effect by giving a written notice to the other Party if (i) the other Party becomes insolvent, or other than temporarily unable to financially fulfill its obligations, or makes an assignment for the benefit of creditors, or has a petition in bankruptcy filed for or against it or (ii) other Party is in material breach of any obligation under Contract, and has not remedied the breach within thirty (30) days from notice of breach from notifying Party.