Date of Last Revision: October 25, 2015
Welcome to Micello!
Thanks for using our products and services (“Services”). The Services are provided by Micello, Inc. (“Micello”) located at 4677 Old Ironsides Drive, Suite 270, Santa Clara, CA, 950ne54.
By using our Services, you are agreeing to these terms. Please read them carefully and contact us if you have any questions. By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you represent that you have the actual authority to bind such entity to these Terms of Service.
Our Services are very diverse, so sometimes additional terms or product requirements may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.
Micello expressly reserves the right to modify the Terms of Service at any time in its sole discretion, and without prior notice to you, by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. Any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service. Micello will inform all registered users via email if there are any updates to the Terms of Service.
User Account Registration; Passwords and Fees
(a) Account Registration and Use License: In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with Micello. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, Micello hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or Micello elect to terminate such right in accordance with these Terms and Conditions.
(b) Eligibility: As an express condition of being permitted to open a User Account, you represent and warrant that you (i) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside, (ii) are not on a list of persons barred you from receiving Services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security)or other applicable jurisdiction and (iii) are not a resident of Cuba, Iran, North Korea, Sudan or Syria. You must be at least 13 years of age or older to use the Site, provided that if you are under the age of 18, your parent or legal guardian, as applicable, must expressly consent to your use of the Site.
(c) Passwords: Upon registration on the Site, you will create a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Micello of any suspected or actual unauthorized use of your User Account. You agree that Micello will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.
(a) Micello Content: Except as may be otherwise noted, the information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service (collectively, “Micello Content”) are the copyrighted works of Micello and its licensors, and Micello and its licensors expressly retain all right title and interest in and to the Micello Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Micello Content may violate copyright and/or other applicable laws.
(c) Limited Site Content License: Micello grants you the limited, revocable, non-transferable, non-exclusive right to use the Micello Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format.
(d) Trademarks: All trademarks, service marks and logos included on the Site (“Marks”) are the property of Micello or third parties, and you may not use such Marks without the express, prior written consent of Micello or the applicable third party.
(e) Monitoring of Site Content and use of Service: Micello reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Micello reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.
(f) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Micello will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Micello at support@Micello.com, and Micello will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Micello’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Micello reserves all rights to seek damages and fees associated with infringement and or fraud.
Your Use of the Site and Service
(a) Account and Use of Service: You may use your User Account for the Service only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service.
(b) Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service for a period of fourteen (14) days (“Free Trial Period”). Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee, unless you subsequently upgrade to a paid version of the Service. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
(c) Refunds, Upgrading and Downgrading: Refunds are processed according to our fair refund policy. Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. Micello does not accept any liability for such loss.
(d) Cancellation and Termination: You are solely responsible for properly canceling your User Account. You can cancel your User Account at any time by emailing email@example.com. If you cancel your User Account before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.
(e) Prohibited Conduct: Micello specifically prohibits any use of the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Micello products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you are prohibited from violating or attempting to violate the security of the Site, the Service or Micello system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of the Site’s or Micello’s system or network security may result in civil or criminal liability.
(f) User Content: If you elect to display, post, submit or otherwise make available to others, on the Site any content or works of authorship, including, without limitation, images, audio files, text, software (but excluding User software) or other materials, (collectively, “User Content”), you hereby grant to Micello a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Content, for any purpose. In addition, you hereby irrevocably represent and warrant to Micello that (i) you have all necessary power, authority, right, title and/or licenses to grant to Micello the foregoing right and license and (ii) the posting, submission, display by you of User Content on the Site, and the exercise by Micello of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) no User Content you provide (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) is libelous or defamatory.
(g) Suggestions: You hereby grant to Micello a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site and/or the Service any suggestions, enhancement requests, recommendations, User Content or other feedback provided by you to Micello that is related to the Site and/or the Service.
(i) Developer Platform: Subject to all of the terms and conditions of these Terms of Service, you may use the Micello developer platform (“Platform”) to integrate Micello Content.
(j) Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site or any Site Content in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.
The following section includes details about how you can use the Micello Services. The Micello Services includes the Micello Software (“Software”) and Micello Data (“Data”).
Micello Software and Micello Data
Subject to your compliance with the terms and conditions of this Agreement, in order to provide the Services, Micello grants to you a non-exclusive, worldwide, revocable, non-transferable license during the term to use the Micello Software.
You can download the latest Software from Micello.com at any time for evaluation purposes. You can commercially use the Micello Software after you have signed a purchase order. The latest Micello Software is available on www.micello.com. Micello will notify everyone registered on micello.com via e-mail if and when software updates are available with release notes.
The Software and Data and all the Intellectual Property Rights therein are and will remain the sole and exclusive property of Micello. By delivery of the Software and Data herein, other than the limited rights of use as described more fully herein, you receive no Intellectual Property Rights in and to the Software and Data. As between you and Micello, you will retain all Intellectual Property Rights in and to your products and services including, without limitation, customized application(s) you develop or unique configuration, enhancement or modification, independently created/made to Micello Software and Micello shall have no claim to any such Intellectual Property Rights developed by under this. Micello retains full Intellectual Property Rights in the Data.
You will display and otherwise make the Data available only in conjunction with your products and will not market or distribute the Software or Data as a standalone product or distribute it in such a way that it can be used or distributed independently of your product. You will not remove, modify, or otherwise obscure any Micello copyright or trademark notice contained within the Micello Software or Data. You will not: (a) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the methods by which Micello creates the Data or the Software; and (b) except as specifically provided herein, use the Software or Data on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment. You will display the Micello copyright or trademark notice with Micello Software and Data. Additional guidelines are available on http://next.micello.com/documentation/display-requirements
Subject to the terms and conditions of this Agreement, Micello hereby grants you a non-exclusive, non-transferable license to incorporate all or any portion of the Data into your website, mobile application, or product.
Source Material Content Guidelines
Micello may request you to provide floorplans, CAD drawings, site plans, diagrams, photographs, or any other information (“Source Materials”) to generate the Micello Data. Using your uploads and other information, Micello can use this content to map the internal layouts of buildings and help users navigate indoors. If we choose to use your content, we reserve the right to edit it, change it, correct it, or make our own works based off of it without any attribution to you or any other source. Please only upload if you are comfortable with Micello making such use of your content.
When uploading, we ask that you follow the content guidelines below.
When uploading, please respect the rights of others and act lawfully. Specifically, for every upload, you must:
(a) Have all necessary rights, permissions and/or licenses to create and/or upload your content, including any applicable intellectual property rights, survey rights, and building entry rights;
(b) Abide by all applicable laws, regulations, and rules, including any owner instructions, notices, or posted signage, restricting the uploading of floor plans and/or covering your activities within a building;
(c) Respect the privacy of others with respect to content being uploaded; and
(d) Refrain from activities that may harm or interfere with others’ use or enjoyment of a property.
(a) Non-public buildings: We allow you to upload floor plans for non-public buildings. This includes private residences, secured buildings and business campuses. Micello Content and Services will only be available to User Accounts expressly granted permission and access by the building owner
(b) National defense content: We do not allow the upload of any floor plans or other content associated with national defense or government security.
(c) Secret content: We do not allow the upload of any floor plans that are a trade or government secret.
(d) Images of people: We do not allow the upload of floor plans that show identifiable persons.
(e) Trademarked content: You may identify spaces with their correct associated names, even if those names consist of trademarks, but we do not allow any labels on floor plans that falsely imply endorsement or sponsorship by the relevant trademark holder. We also do not allow the upload of floor plans that contain trademarked logos or similar decorative elements.
(f) Copyrighted content: It is our policy to respond to clear notices of alleged copyright infringement.
(g) Illegal content: We do not allow upload of content that violates any applicable law, regulation, or rule, including any owner instructions, notices, or posted signage.
(h) Inappropriate content: Your floor plans should consist of factual information regarding the floor plan. We reserve the right to remove inappropriate non-factual content, including obscenities, pornography, defamatory statements, hate speech, and threats of violence. We also reserve the right to remove content that harms our system, including content we consider spam and/or that contain malware, viruses, or other harmful code.
If you are a building owner and would like to report a concern with a floor plan or non-public building, including a private residence, please contact firstname.lastname@example.org.
3rd Party Integrated Products
LIMITATION OF LIABILITY
(a) Warranty Disclaimer: THE SITE AND, SITE CONTENT AND THE SERVICE ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MICELLO MAKES NO WARRANTY THAT THE SITE, SERVICE OR SITE CONENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, MICELLO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, SITE CONTENT AND SERVICE, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE, SERVICE AND/OR THE SITE CONTENT RESTS WITH YOU AND MICELLO MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABILITY OF THE SITE AND OR THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SITE, SERVICE AND/OR THE SITE CONTENT WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.
Location of the Site and your Use
Micello operates or controls the operation of this Site and the Service from offices in the United States. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Micello may be located, at various locations in and outside of the United States. You acknowledge that you are solely responsible for any decision by you to use of this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.
These Terms of Service constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and Micello relating to the subject matter hereof. No amendment, modification or waiver of any provision of these Terms of Service will be effective unless in writing and signed by an officer of Micello. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by Micello may be implied from any actions or failures to enforce rights under these Terms of Service. These Terms of Service are intended to be and are solely for the benefit of Micello and you and do not create any right in favor of any third party. These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Santa Clara, California, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
Please visit https://micello.com/privacy to understand how Micello collects and uses personal information. We specifically limit our liability if something goes wrong.