Terms Of Use

Last updated March 09, 2021

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and AEC Systems Ltd, doing business as Speckle ("Speckle", "we", "us", or "our"), concerning your access to and use of our websites:

• https://speckle.systems
• https://speckle.community
• https://speckle.guide
• https://speckle.xyz
• https://speckle.works

as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Websites"). You agree that by accessing the Websites, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE WEBSITES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Websites from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Websites after the date such revised Terms of Use are posted.

The information provided on the Websites are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Websites from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Websites are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Websites.

INTELLECTUAL PROPERTY RIGHTS

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

Unless otherwise indicated, the Websites are our proprietary property and all source code, databases, functionality, software, website designs, and graphics on the Websites (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and international copyright laws, and international conventions. The Content and the Marks are provided on the Websites "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Websites and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Websites, you are granted a limited license to access and use the Websites and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Websites, the Content and the Marks.

OPEN-SOURCE NOTICES

Short version: The Websites rely on Open Source softwares, and they are subject to their own licenses.

Certain components of the Websites may be subject to open-source software licenses ("Open-Source Components"), which means any software license approved as open-source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. The Software documentation includes copies of the licenses applicable to the Open-Source Components.

To the extent there is conflict between the license terms covering the Open-Source Components and these Terms of Use, the terms of such licenses will apply in lieu of the terms of these Terms of Use. To the extent the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component.

ACCOUNT TERMS

Short version: A human must create your account; you must be 18 or over; you must provide a valid email address. You alone are responsible for your account and anything that happens while you are signed in to or using your account. You are responsible for keeping your account secure.

Subject to these Terms, you retain ultimate administrative control over your account and the Content within it. You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional.

You must be a human to create an account. Accounts registered by "bots" or other automated methods are not permitted. The Websites are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Websites.

• You are responsible for keeping your account secure while you use our Websites.
• You are responsible for all content posted and activity that occurs under your account.
• You are responsible for maintaining the security of your account, password and tokens. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You will promptly notify us if you become aware of any unauthorized use of, or access to, our Websites through your account, including any unauthorized use of your password, tokens or account.

PROHIBITED ACTIVITIES

Short version: We host a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the Websites, you must follow the terms of this section, which include some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.

You may not access or use the Websites for any purpose other than that for which we make the Websites available. The Websites may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Websites, you agree not to:

1. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
2. Circumvent, disable, or otherwise interfere with security-related features of the Websites, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Websites and/or the Content contained therein.
3. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Websites.
4. Use any information obtained from the Websites in order to harass, abuse, or harm another person.
5. Make improper use of our support services or submit false reports of abuse or misconduct.
6. Use the Websites in a manner inconsistent with any applicable laws or regulations.
7. Use the Websites to advertise or offer to sell goods and services.
8. Engage in unauthorized framing of or linking to the Websites.
9. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Websites or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Websites.
10. Delete the copyright or other proprietary rights notice from any Content.
11. Attempt to impersonate another user or person or use the username of another user.
12. Sell or otherwise transfer your profile.
13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
14. Interfere with, disrupt, or create an undue burden on the Websites or the networks or services connected to the Websites.
15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Websites to you.
16. Attempt to bypass any measures of the Websites designed to prevent or restrict access to the Websites, or any portion of the Websites.
17. Copy or adapt the Websites’s software, including but not limited to HTML, CSS,  JavaScript, or other code.
18. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Websites.
19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Websites, or using or launching any unauthorized script or other software.
20. Use a buying agent or purchasing agent to make purchases on the Websites.
21. Make any unauthorized use of the Websites, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
22. Use the Websites as part of any effort to compete with us or otherwise use the Websites and/or the Content for any revenue-generating endeavor or commercial enterprise.

USER GENERATED CONTENT

Short version: You own the content you create, but you allow us certain rights to it, so that we can provide viewing and sharing functionalities. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close accounts if we need to.

You may create or upload User-Generated Content (the “Content”) while using the Service. You are solely responsible for the content of, and for any harm resulting from, any Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your Content.

We have the right to refuse or remove any Content that, in our sole discretion, violates any laws or our terms or policies.

You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Speckle Users — certain legal permissions. These license grants apply to Your Content. If you upload Content that already comes with a license granting us the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in these Terms of Use. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have forked it.

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

This license does not grant us the right to sell Your Content. It also does not grant us the right to otherwise distribute or use Your Content outside of our provision of the Service.

Any Content you post publicly, including issues, comments, and contributions to other Users' streams, may be viewed by others. By setting your streams to be viewed publicly, you agree to allow others to view and "fork" your streams (this means that others may make their own copies of Content from your streams in streams they control).

If you set your pages and streams to be viewed publicly, you grant each User of Speckle a nonexclusive, worldwide license to use, display, and perform Your Content through the Speckle Service and to reproduce Your Content solely on Speckle as permitted through Speckle’s functionality (for example, through forking). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Speckle Users.

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in these Terms of Use, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant us the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Websites and provide the Services.

PRIVATE STREAMS

Short version: We treat the content of private streams as confidential, and we only access it for security purposes, to assist the stream owner with a support matter, to maintain the integrity of the Websites, to comply with our legal obligations, if we have reason to believe the contents are in violation of the law, or with your consent.

Accounts may have private streams, which allow the user to control access to Content.

We consider the contents of private streams to be confidential to you. We will protect the contents of private streams from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care. Our personnel may only access the content of your private streams in the situations described in our Privacy Policy.

We will provide notice regarding our access to private stream content, unless for legal disclosure, to comply with our legal obligations, or where otherwise bound by requirements under law, for automated scanning, or if in response to a security threat or other risk to security.

API TERMS

Short version: You agree to these Terms of Use when using any of our APIs (Application Provider Interface), including use of the API through a third party product that accesses the Websites.

Abuse or excessively frequent requests to our servers via the API may result in the temporary or permanent suspension of your account's access to the API. We, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension. You may not use the API to download data or Content from the Websites for spamming purposes, including for the purposes of selling the Websites users' personal information, such as to recruiters, headhunters, and job boards.

All use of the Websites API is subject to these Terms of Service and our Privacy Policy.

SUBMISSIONS

Short version: Feedback and suggestions on the Websites are greatly appreciated, when you do so you are also granting us rights on that IP.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Websites ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

PRIVACY POLICY

Short version: By using our Websites you also agree to our privacy policy.

We care about data privacy and security. Please review our Privacy Policy. By using the Websites, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Websites are hosted in the United Kingdom. If you access the Websites from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Websites, you are transferring your data to the United Kingdom, and you agree to have your data transferred to and processed in the United Kingdom.

TERM AND TERMINATION

Short version: You may close your account at any time. If you do, we'll treat your information responsibly.

These Terms of Use shall remain in full force and effect while you use the Websites. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

Short version: We are constantly improving our Websites, as a consequence, they might be unavailable from time to time.

We reserve the right to change, modify, or remove the contents of the Websites at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Websites. We also reserve the right to modify or discontinue all or part of the Websites without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Websites.  

We cannot guarantee the Websites will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Websites, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Websites at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Websites during any downtime or discontinuance of the Websites. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Websites or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These conditions are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. AEC Systems Ltd and yourself both agree to submit to the non-exclusive jurisdiction of the courts of England, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in the United Kingdom, or in the EU country in which you reside.

Any dispute related to the Websites must be brought in a tribunal of competent jurisdiction located in or near London, UK.

DISCLAIMER

Short version: We provide our Websites as is, and we make no promises or guarantees about them. Please read this section carefully; you should understand what to expect.

THE WEBSITES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEBSITES AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

• the use, disclosure, or display of your Content;
• your use or inability to use the Websites;
• any modification, price change, suspension or discontinuance of the Websites;
• the Websites generally or the software or systems that make the Websites available;
• unauthorized access to or alterations of your transmissions or data;
• statements or conduct of any third party on the Websites;
• any other user interactions that you input or receive through your use of the Websites; or
• any other matter relating to the Websites.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in these Terms of Use is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

INDEMNIFICATION

Short version: You are responsible for your use of the Websites. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more users, you agree to release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Websites, including but not limited to your violation of these Terms of Use, provided that we (1) promptly give you written notice of the claim, demand, suit or proceeding; (2) give you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and (3) provide to you all reasonable assistance, at your expense.

ELECTRONIC COMMUNICATIONS

Short version: We use email and other electronic means to stay in touch with our users.

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Websites; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

We only offer support via email, in-Service communications, and electronic messages. We do not offer telephone support.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Websites or in respect to the Websites constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Websites. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Websites or to receive further information regarding use of the Websites, you may email us at [email protected] or by post to:

AEC Systems Ltd

20-22 Wenlock Road, London, England, N1 7GU, United Kingdom