Terms & conditions
July 4, 2023
1. Your Relationship with Us
These Terms and Conditions (the “Terms”) govern the relationship, and serve as a legally binding agreement, between you and us, Cicerone AR Solutions LLC (“Cicerone”, “we”, “our” or “us”). These Terms set forth the terms and conditions on which you may access and use any and all services related to the various augmented reality (AR) related websites, services, applications, products, and content, from time to time (collectively, the “Services”). While these Terms apply to all of the Services, as referenced herein, some Services may have additional terms and conditions which are specific to such Services. Any reference to the “Services” includes a reference to any part of the Services. For purposes of these Terms, “you” and “your” means you the individual or entity using the Services (and any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf), at your direction, under your control, or under the direction or control of the same individual or entity who controls you.
If you are accessing our Services for your own personal non-commercial use and not as an employee, contractor, or agent of a business (a “Personal User”), specific terms and exclusions may apply to your use of the Services. These specific terms and exclusions will be indicated herein by referencing your use as a Personal User. As amended by these Personal User provisions, these Terms apply to your use of the Services in full force and effect.
From time to time, we may enter into an order form with you regarding the provision of certain Services (each, an “Order Form”). Order Forms may be delivered via our website or apps, or by electronic or print copy, as applicable. Each Order Form, once executed by both you and us, forms an essential part of these Terms. In the event of any necessary conflict between these Terms and any Order Form, the terms of the Order Form shall govern.
These Terms, including any Order Form entered into between us that reference these Terms, and the other agreements and exhibits explicitly referenced and incorporated herein, including our Privacy Policy, constitute our entire agreement with regard to the subject matter of these Terms. All prior and contemporaneous negotiations, order forms, proposals, and agreements, whether oral or written, between us with regard to the subject matter of these Terms are expressly superseded by these Terms.
2. Acceptance of Terms.
By accessing or using our Services, you confirm that: (a) you can form a binding contract with us; (b) you accept these Terms; and (c) you agree to comply with these Terms. If you are agreeing to these Terms on behalf of partnership, company, corporation, or other entity, you represent and warrant that you have the all necessary authority to agree to these Terms and to bind such entity. If you do not have such authority, you must cease accessing or using the Services.
You understand and agree that we will treat your access or use of the Services or any part thereof, including your creation of an account, as acceptance of these Terms and our Privacy Policy which is available here https://www.Ciceronear.com/privacypolicy. You should print off or save a local copy of the Terms and Privacy Policy for your records.
3. Changes to the Terms
We reserve the right in our sole and absolute discretion to revise and update these Terms from time to time. All changes are effective immediately upon posting and apply to your continued access to and use of the Service. We may post reminders and summary information about material changes to these Terms, including where there are substantial amendments that affect your rights and obligations, but it is your responsibility to review them. You agree to periodically review these Terms in order to be aware of any such changes and your continued use shall mean your acceptance of any such changes, whether given notice or not.
Your use of the Services now, or your continued use of the Services following the implementation of updated Terms, will indicate acceptance by you of such Terms or modifications. If you do not agree to these Terms as applicable from time to time, you must immediately stop accessing or using the Services.
4. Services
a. Quality. Cicerone will perform Cicerone’s obligations under these Terms with promptness and diligence, in a good and proficient manner, in accordance with applicable industry standards and practices, and with no less than the standard of professional skill, care and diligence customarily applied by contractors providing or performing similar work and providing similar services for similar projects in North America, but in any event at all times in accordance with these Terms.
b. Applicable Laws. Cicerone will at all times comply with all applicable laws in connection with the performance of the Services. Cicerone will obtain and at all relevant times maintain all work permits and other licenses, certificates, authorizations and approvals required under applicable law as are necessary for Cicerone to perform lawfully all obligations under these Terms.
c. Subcontracting. Cicerone may subcontract these Terms, the Services or any portion of it or them to any third party without your prior written consent, provided that, with respect to each subcontractor (a) Cicerone will ensure that any subcontracted Services are provided in compliance with these Terms by individuals qualified and competent to provide them (b) any breach, act or omission by any of Cicerone’s subcontractors in connection with these Terms will be deemed a breach, act or omission by Cicerone, and Cicerone will be fully responsible therefor.
d. Malware. Cicerone will use industry-standard, diligent and reasonable efforts to prevent the Services or any product of the Service (each, a “Deliverable”) from containing, and will not intentionally include in any Deliverable, any malicious code. Upon notice by you that a Deliverable as delivered by us to you contains malicious code (a) to the extent the Deliverable consists of Cicerone’s or its subcontractors’ original work, Cicerone will promptly, at its own cost or expense, repair or replace the Deliverable so that it does not contain the malicious code; and (b) to the extent the Deliverable consists of third party materials (including open source software), Cicerone will work with you to remove or repair the Deliverable to mitigate against the malicious code.
e. Your Responsibilities. Cicerone and you will work together to determine any materials, items, information, data, resources, tasks, services, and other assistance that you are required to obtain, procure, perform or provide in order for Cicerone to perform hereunder (each, a “Client Item”). You will perform all Client Items on or prior to the applicable target dates and you will direct your personnel to promptly and efficiently cooperate with any reasonable requests made by Cicerone in connection with these Client Items. If, you have failed or will fail to perform any Client Items on or prior to the applicable any target date provided by Cicerone, you will promptly notify Cicerone, and in any event within not more than five business days after you know the same, providing details thereof to Cicerone so that Cicerone can determine the actual or reasonably likely effect of the failure or inaccuracy on Cicerone’s performance of the Services and delivery of Deliverables. Any failure of you under this provision will constitute a valid reason for any subsequent failure to perform by Cicerone that is related thereto, and will exempt Cicerone from any liability associated with any such resultant failure.
f. Services in Beta. From time to time, we may offer early access to Services that are currently in their beta version (“Beta Services”). Your access to and use of Beta Services may be subject to additional terms and conditions. We make no representations that any Beta Services will be made available to you or at all, and we reserve all rights to discontinue your access and the general availability of Beta Services at any time. You understand and agree that all Beta Services are being provided on an “as is” basis and that due to the nature of Beta Services, the Beta Services may contain, bugs, errors, and other defects and that your use of any Beta Services is at your own risk.
g. Your End Users. Individuals and entities who are authorized by you to access our Services are your “End Users”. You acknowledge and agree that you are solely responsible for your End Users use of our Services, including the acts and omissions of your End Users, and that any breach by your End Users of these Terms will be deemed a breach by you of these Terms. In the event that any of your End Users are found to be in breach of these Terms, we may, in our sole discretion, suspend or terminate their or your access to the Services.
5. Your Account and Security
In consideration of your use of the Services, you hereby agree to: (a) provide true, accurate, current and complete information about yourself and your business as requested by any registration forms on the Service (“Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. By providing Registration Data to us through the Services, you will provide personal account information. You hereby agree to be fully responsible for: (w) all use of your User Account; (x) any action that takes place using your account by any person or automated process; (y) maintaining the confidentiality and security of your account and passwords; and (z) immediately notifying us upon any unauthorized use of your password or account, or if you know of any other breach of security in relation to the Services. We will not be liable for any loss or damage arising from any unauthorized use of your account(s).
6. Fees and Refunds
The following terms and conditions apply to all of our paid Services, including paid Services for which we may offer a free trial from time to time.
The Services may include various offerings and features (for example, basic or premium tiers of service and one time purchases or add-ons), with different benefits, conditions, and limitations. Your level of access to a Service, including with respect to offerings and features is determined by the tier of subscription package or the specific add-ons you may purchase from time to time. You can find the specific details regarding fees and features on the applicable website or application for each Service. We reserve the right to change the offerings, features and Services, from time to time in accordance with these Terms.
a. Payment via Online Account: For certain Services, you will be asked to provide payment information, including your credit card number and billing address, during the account registration process. By completing your registration for the Service, you authorize us to charge you all applicable subscription and one-time fees plus applicable taxes in accordance with the Services you select. Before completing your order, you will be presented with details regarding all associated recurring subscription fees (“Subscription Fees”), the applicable subscription period (“Subscription Period”) and the overall term of the subscription (“Subscription Term”) for those Services being provided on a subscription basis (each, a “Subscription”) and details regarding any one-time Services and all associated fees (“One-Time Fees”). You will be charged immediately upon commencement of the Service and for your Subscriptions, automatically at the beginning of each Subscription Period during the Subscription Term. For example, if the Subscription Period is a month and the Subscription Term is two years, you will be charged at the start of each month for a term of two years for this Subscription.
b. Payment via Order Form: For certain Services, we will require the completion of an Order Form to order Services. Each Order Form will set out the particular fees and payment schedule for the Services being provided under the Order Form. Services may be charged in various ways, including on a Subscription basis, a one-time set fee basis, or on a time and materials basis. You agree to pay all fees set out in each Order Form in accordance with these Terms and the terms and conditions set out in each Order Form. In the event of any conflict between these Terms and the terms and conditions set out in an Order Form, the terms and conditions set out in the Order Form will prevail to the extent necessary to resolve the conflict.
c. Subscription Auto-Renewal: In order to ensure that you will not experience any interruption or loss of Services, your Subscription includes an automatic renewal option by default, according to which, unless you disable the auto-renewal option or cancel your Subscription no less than sixty (60) days prior to the then current Subscription Term’s expiry, the Subscription will automatically renew upon the end of the then current Subscription Term, for a renewal period equal in time to the original Subscription Term (each, a “Renewal Subscription Term”) and, unless otherwise notified to you, at the same price (subject to any changes to applicable taxes and excluding any discount or other promotional offer provided to you on a limited time basis). Accordingly, unless either you or us cancel the Subscription prior to its expiration, we will automatically charge you the applicable Subscription Fees upon or immediately prior to the expiration of the then current Subscription Term. If you wish to avoid such auto-renewal, you must cancel your Subscription (or disable the auto-renewal option), prior to its expiration, at any time by contacting us at support@Ciceronear.com. Except as expressly set forth in these Terms, in the case you cancel the Subscription, during a Subscription Term, the Subscription will not renew for an additional Subscription Term, but you will not be refunded or credited for any unused period within the Subscription Term, however, you will continue to be able to access the Services until the end of the then current Subscription Term.
d. Payment Information: You must provide and at all times must maintain accurate, complete, and current billing information, including your postal/zip code, credit card number, and credit card expiration date. We may suspend or terminate your account or access to the if your offered payment method (e.g., credit card) cannot be processed. In addition, orders may not be accepted from certain jurisdictions. By providing a payment method, you expressly authorize us and our third party payment processors to charge the applicable fees on said payment method, as well as taxes and other charges related thereto, all of which depend on the Services you utilize. You agree that we may charge any unpaid amounts to your provided payment method. If you provide a payment method and our charge results in an overdraft, chargeback, or other fee from your bank, you alone are responsible for that fee. If you become aware of a potential breach of security to your billing information (such as credit card loss or theft), you must notify us immediately. In the event that we are unable to collect any fees owed by you, we may, at our sole discretion attempt to collect at a later time or suspend or terminate your access to the Services, at any time, without advance notice to you.
e. Free Trial. If you register for a Free Trial of our Service, we will make those aspects of our Service which are noted as subject to the free trial on our website available to you free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service as noted on our website; or (b) the start date of any purchased Subscription or other Services ordered by you; or (c) the termination of these Terms pursuant to the termination provisions below. Additional trial terms and conditions may appear on the trial registration website. Any such additional terms and conditions are incorporated into and form an essential part of these Terms by reference.
f. Modifications to Services and Pricing:
i. We reserve the right at any time and from time to time to change, modify, add, remove, suspend, cancel, or discontinue any aspect of the Services in our sole discretion. If the Services you paid for are materially altered and you are accessing the Services under a Subscription, you will receive notice by email and will have the opportunity to receive a pro rata refund if you do not agree to the changes or cancel your Subscription.
ii. In addition, we may modify our fees from time to time. In the event you are accessing the Services under a Subscription and the Subscription fee for the Services you are using has been modified such that you are required to pay a different fee than at the time you entered into these Terms, you will (a) be notified at the email address for you on file at least thirty (30) days before you are billed at the different rate, and (b) have the opportunity to cancel your Subscription. If you do not cancel your Subscription before the next billing renewal date, you will be deemed to have accepted the new fees.
g. REFUNDS: SUBJECT TO SECTION (16) OF THESE TERMS, UNLESS PROHIBITED BY APPLICABLE LAW, ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
h. Invoiced Services. Unless an Order Form or Subscription provides otherwise, Cicerone will invoice monthly for all fees and expenses then due and payable under each Order Form, Net 30 days.
i. Taxes. Quoted Fees are exclusive of and you will be responsible for paying any applicable goods, services, surcharges, regulatory assessments, duties, levies, or value added taxes on any Services and Deliverables you receive under these Terms. You may not, except to the extent required by applicable law, withhold any amounts on payments to be made hereunder. If you believe that you have any obligation to withhold any amount under applicable law, you will notify Cicerone thereof and will cooperate in good faith with Cicerone in its efforts, to the extent permitted by applicable law, to recover any such amounts from the applicable authorities. The invoiced amount and amounts charged to the Payment Method may therefore fluctuate as applicable taxes, which we do not control, fluctuate and you agree to pay any and all applicable taxes and government fees.
j. Currency. Unless otherwise stated in an Order Form, Cicerone will invoice you in United States dollars.
k. Late Fees. In the event that you fail to pay an invoice due to Cicerone within thirty (30) days of the invoice date (the “Late Payment”), you agree without any prior notice, to pay a late fee at the interest rate of one and a half percent (1.5%) of the outstanding balance per month, compounding monthly, or the maximum rate permitted by law, whichever is highest. In addition, Cicerone shall be entitled to recover from you all costs, fees, and expenses actually incurred for the recovery of the outstanding amounts due under the Agreement, including all actual legal fees and costs on a solicitor-client basis. Notwithstanding any of the foregoing and in addition thereto, in the event of any Late Payment, Cicerone may, in its sole discretion, suspend your access to the Services or terminate these Terms in whole or in part, without any liability whatsoever and without prejudice to our right to claim all amounts due by you to us.
7. Intellectual Property Rights; Limited Licence
a. License to the Service and Deliverables. Cicerone hereby grants to you a limited, perpetual, worldwide, revocable, non-exclusive, non-sublicensable and non-transferrable license, to use the Service and the Deliverables, throughout your enterprise in accordance with these Terms. You acknowledge that your use of the Service or the Deliverables for any purpose not expressly permitted by these Terms is strictly prohibited. Without limiting the restrictions in Section (13): (a) neither our Service, nor the design or layout of the Services, nor any part or component of any of the foregoing, may be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent; and (b) you cannot create any work of authorship or proprietary right based on the Services. You will only use the Services and Deliverables as may be expressly provided in these Terms or to the extent permitted by law or (if applicable) relevant open source licences.
b. Title to Service and Deliverables. Cicerone and its third-party licensors retain all rights, title and interests, including intellectual property rights, in and to the Service and the Deliverables, including all software, computer code, tools, patches, updates, images, text, graphics, illustrations, logos, photographs, images, pictures, audio, sound effects, sound recordings, features, functionality, design, presentation videos, visual effects, music, user accounts, objects, and “look and feel” of the Services. You will not acquire any rights, including without limitation any intellectual property rights and registrations, in the Service or the Deliverables. All rights not expressly granted to you hereunder are expressly reserved by Cicerone and our licensors and are protected by copyright, trademark, patent, trade secret, and any other proprietary rights. The Service and Deliverables are licensed and not sold. You acknowledge and agree that, by operating the Service or Deliverables, benchmark results and usage data may be collected by Cicerone.
c. Title to Client Materials. Title to any documents, equipment, materials, data, Client Items or intellectual property rights supplied by or on behalf of you to or for the benefit of Cicerone in relation to the provision of any Services hereunder (collectively, the “Client Materials”) will remain with you and your licensors at all times. At no time will title to the Client Materials pass to Cicerone.
i. License to Use. You hereby grant Cicerone a non-exclusive, royalty-free, worldwide, sublicenseable, license during the Term to use the Client Materials to perform the Services and expressly not for any collateral purpose.
ii. Clarification. For greater certainty, where the Client Materials include materials licensed you by a third party, Cicerone’s access to or use thereof may be conditional upon Cicerone’s execution of a prescribed form of written agreement.
d. Return. Cicerone will return to you all of the Client Materials in Cicerone's possession or control: (i) at any time upon request by you (on your understanding that, if the Client Material is Client Item, Cicerone may thereby be prevented from performing hereunder); (ii) after Cicerone's completion of the work for which the Client Material was provided or on behalf of you to or for the benefit of Cicerone; and (iii) upon expiration or termination of the relevant Order Form or these Terms.
e. Links. Where our Services may contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval or endorsement by us of those linked websites or information you may obtain from them, and we are not responsible for any consequences, losses, or damages that may arise from your access or use of such sites or resources. For clarity, if you choose to access any such sites or resources, you do so at your own risk.
f. Advertising. We have the right, without notice, to insert advertising data into the Services, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy. If you elect to have any business dealings with any party whose products or services may be advertised on the Services, you acknowledge and agree that such dealings are solely between you and such advertiser and we will not be a party to, or have any responsibility or liability related thereto. You acknowledge and agree that no such advertising may be construed as an endorsement by us of any such products or services advertised.
g. Third party or Open Source IP. You acknowledge and agree that Cicerone’s project methodology includes the use of third party and open source intellectual property rights, and that Cicerone may include the same in the Service or a Deliverable without your express prior written consent by concurrently delivering the applicable license agreement therefor and by complying at all times with such license. For greater certainty, this provision applies to “open source” or “free” software or materials, whether or not the license thereto is copyleft, provided that where any Deliverable is commercial off-the-shelf software, it shall be sufficient if the documentation made available to you by Cicerone contains a reference to the open source or free software used therein.
8. User Generated Content
User Content. In using our Services, you may be able to create or upload different types of content (“User Content”). User Content includes any communications, messages, posts, comments, chats, images, sounds, that you create using or upload to our Services, including all the material, data, text, graphics, photographs, videos, location information, or any other content contained therein.
a. Ownership of User Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. At all times, you and your third party licensors will retain all ownership over your User Content.
Licence to User Content. By submitting, transmitting, posting, uploading, or otherwise providing any User Content in connection with the Service, you are granting Cicerone and our affiliates a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unrestricted, unconditional, unlimited license, including the right to sublicense, transfer and assign to third parties, and right to copy, print, host, reproduce, fix, adapt, modify, improve, retitle, translate, reformat, archive, store, cache or otherwise exploit in any manner, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, disclose, sell, resell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, in any media, at any time, your User Content as well as all modified and derivative works thereof in connection with our provision of the Service, including advertising, marketing and promotions thereof. No credit, approval or compensation is due to you for any such use of the User Content you may submit. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any User Content (like the right to be identified as the author of the User Content or the right to object to a certain use of that User Content).
b. User Content Specific Terms. In connection with your User Content, you acknowledge and agree that:
i. you are solely responsible for any User Content posted in connection with the Service and that you may be held liable for any User Content that you upload, post or otherwise transmit via the Service and that you will at all times comply with the Code of Conduct set out in Section (17) of these Terms which applies at all times, to the User Content you create using and upload to our Services;
ii. Cicerone shall bear no responsibility for any User Content you upload and shall assume no responsibility for monitoring the Service for inappropriate or illegal content or conduct;
iii. with respect to any User Content posted by other users, such users are solely responsible for the User Content they post, including, without limitation, the reliability, accuracy, and truthfulness of any such User Content;
iv. Cicerone reserves the right (but at no time is obligated to), in its sole discretion, monitor, remove, block, edit move, disable or permanently delete User Content with or without notice for any reason whatsoever;
v. to the maximum extent permitted by applicable law, Cicerone shall at no time be liable for the removal, modification, blocking, moving or deletion of User Content;
vi. the User Content shall not include any personal identification, such as personal names, email addresses, or other indicia identifying any other person, including, without limitation, celebrities or other public or private figures, living or dead, or that is otherwise invasive of a person's privacy;
vii. Cicerone reserves the right to limit the storage capacity of User Content that you post on, through or in connection with the Service; and
viii. Cicerone reserves the right to immediately terminate the account of any user who violates the Terms related to User Content.
Other User’s User Content. You acknowledge that we are not responsible for any User Content posted in connection with any portion of the Service. We are merely providing access to the Service and User Content as a service to our users to be used in accordance with these Terms. With respect to any User Content posted by other users, such users are solely responsible for the User Content they post, including, without limitation, the reliability, accuracy, and truthfulness of any such User Content. Similarly, we have no control over whether such User Content is of a nature that other users might find offensive, distasteful, or otherwise unacceptable and, accordingly, we expressly disclaim any responsibility for any User Content. Just as when you view content in any other setting, you should exercise appropriate discretion, good judgment, and caution in accessing User Content in the Service and in taking any actions based upon such User Content. Accordingly, you will bear all risks associated with any such User Content that you access or use.
c. Contact Us. If you are aware of any User Content posted in connection with the Service which violates these Terms please contact us at support@Ciceronear.com. Please provide as much detail as possible, including a copy of the underlying material, the location where we may find it, and the reason such User Content should be removed. Please note that filing a complaint will not guarantee its removal. We only will remove User Content if we believe the measure is necessary, in our sole discretion. To the extent any notice is based on an alleged copyright violation, please follow the instructions set forth in the section entitled "Copyright Notices." Although we may attempt to monitor User Content, in no event do we assume any obligation to do so or liability for failing to either monitor the Service or remove specific User Content.
9. Communication Channels
a. Communication Channels. Some of our Services may provide communication channels such as, but not limited to, fan pages, forums, communities, or chat areas ("Communication Channels") designed to enable you to communicate with other Service users and post User Content, including your feedback, questions, suggestions, ideas, submissions, observations and comments on designated topics.
b. Monitoring. Cicerone is under no obligation to monitor these communication channels but may do so, and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Cicerone may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason.
c. Communication Channel Specific Terms. You acknowledge and agree that:
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i. You will at all times use the Communication Channels in accordance with the Code of Conduct set out in Section (17) of these Terms;
ii. chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by Cicerone, and these communications should not be considered as reviewed or approved by Cicerone;
iii. You will be solely responsible for your activities within the Communication Channels and under no circumstances will Cicerone be liable for any activity within the Communication Channels;
iv. all your communications within the Communication Channels are public, and you have no expectation of privacy regarding your use of the Communication Channels;
v. Cicerone may use, sell, exploit and disclose the comments, feedback, suggestions, concepts, ideas, know-how or techniques contained in any communications you provide in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to you, in accordance with these Terms;
vi. Cicerone is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users including without limitation, other users’ misuse or misappropriation of any User Content or other information you post in any Communication Channels; and
vii. You are solely responsible for your interactions with other users of the Service and any other parties with whom you interact through the Service. Cicerone reserves the right, but has no obligation, to become involved in any way with these disputes. If you have a dispute with one or more users, you release and hereby agree to indemnify Cicerone (and our officers, directors, agents, subsidiaries, joint ventures and employees) from 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, including damages for loss of profits, goodwill, use or data.
10. Copyright Notices
If you believe that anything on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement to us via physical mail at Cicerone AR Solutions Suite 501, 121 Richmond St W, Toronto Ontario, Canada M5H 2K1, Attn: COPYRIGHT AGENT; or via email to legal@Ciceronear.com.
The notification must be a written communication that includes the following:
a. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;
c. if the complaint is about objectionable content, the reasons for the objection;
d. identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
e. information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
f. a statement that the information in the notification is accurate; and
g. if the complaint is about copyright or other intellectual property rights, a statement under penalty of perjury, that (i) the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and (ii) the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner thereof, its agent or the law.
11. Service Specific Terms
a. Map D. The following terms and conditions are specific to our Map D Payment Processing Service (“Map D”).
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i. Payment Processing. Map D helps you accept and process credit card payments from your customers in exchange for participation in your event, admission tickets, booths, and other products or services you may sell as a part of your event ("Event Sales"). Stripe provides the payment processing to you on behalf of Cicerone. You will be required to register for a Stripe account in order to use Map D and agree to their Terms of Service to use Stripe (https://stripe.com/terms). Stripe will either deduct Map D's Transaction Fees (as defined in an applicable Order Form) from your payment and remit that amount to Cicerone or you will remit the Transaction Fees directly to Cicerone in a timely manner as outlined on your Order Form.
ii. Taxes on Event Sales. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Sales Taxes") apply to sales you make using Map D, including but not limited to your Event Sales. You agree that it is your sole responsibility to, and that you will, collect and remit the correct amounts of all such Sales Taxes to the applicable governmental authorities. Cicerone cannot and does not give you legal or tax advice, so please consult your tax advisors about any Sales Taxes which may be applicable to your use of Map D. You acknowledge and agree that Cicerone assumes no and has no liability with respect to any such Sales Taxes. If a governmental authority requires Cicerone to pay any Sales Taxes attributable to sales, including but not limited to Event Sales, you make using Map D, you agree to promptly and fully reimburse Cicerone for any such Sales Taxes upon demand and to indemnify and hold us harmless from all costs, penalties, interest and expenses related thereto.
12. Confidentiality
a. Definition. “Confidential Information” means any and all data or information in any form (including all electronic, magnetic, physical, intangible, visual and oral forms), whether or not such information has been marked or indicated as confidential, that (i) is, at the time of its delivery to or access by the other party, not generally known to any person without an obligation of confidentiality, (ii) by its nature or the nature of its disclosure, would reasonably be determined to be confidential, or (iii) is marked or indicated as proprietary or confidential (without requiring such marking), and in any event includes Personal Information, trade secrets, know-how, supplier and customer information (whether past, present, future and prospective), specifications, strategic plans, source code and related data, designs, drawings, financial information, marketing information, information as to business opportunities (including strategies and research and development), consultation records and plans, engineering information, and third party data;.
b. Confidentiality. In connection with these Terms, each of us (in this Section, the “Disclosing Party”) has furnished or may furnish or has made or will make available to the other (in this Section, the “Receiving Party”) Confidential Information. At all times during and after the term of these Terms, the Receiving Party will protect the Confidential Information using the same degree of care as it would use to protect its own similarly confidential information, but in any event never less than a reasonable degree of care, and will take all reasonable steps to safeguard the Disclosing Party’s Confidential Information from unauthorized disclosure as set out in these Terms.
c. Obligations. The Receiving Party will not use or disclose the Confidential Information of the Disclosing Party except as strictly necessary in the performance of its obligations under these Terms or in enforcing or defending its rights or obligations under these Terms (collectively, in this Section, the “Purpose”) or as expressly permitted by this Section. Without limiting the generality of the foregoing, the Receiving Party will not directly or indirectly do any of the following:
i. use any of the Disclosing Party’s Confidential Information for any purpose other than the Purpose;
ii. copy or reproduce any of the Disclosing Party’s Confidential Information, except as strictly necessary to carry out the Purpose;
iii. disassemble or decompile any technology, software or hardware included in the Disclosing Party’s Confidential Information, or otherwise attempt to reverse engineer the design, function or, if applicable, source code of any such Confidential Information, except (i) as strictly necessary in carrying out the Purpose, and (ii) if this prohibition is limited or restricted in any way by any applicable law, it will only apply to the maximum extent permitted by such law; or
iv. disclose any of the Disclosing Party’s Confidential Information except in the following:
limited disclosure strictly to those of the Receiving Party’s directors, officers, consultants, legal representatives, accountants, advisors and personnel and permitted subcontractors (i) to whom disclosure is necessary to carry out the Purpose, and (ii) from whom the Receiving Party is owed legally-binding obligations of confidentiality at least as strict as those set out in these Terms (collectively, in this Section, the “Further Recipients”), provided that, at all times, the Receiving Party will be responsible to the Disclosing Party for the acts and omissions of the Further Recipients as if such acts and omissions were its own, or
disclosure limited strictly to the extent the Receiving Party or any of its Further Recipients is required (including, without restriction, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other similar process) by any law to disclose any of the Disclosing Party’s Confidential Information, provided that it (unless prohibited by such applicable law) gives the Disclosing Party advance written notice as soon as practicable in the circumstances so that the Disclosing Party may contest the disclosure or seek an appropriate protective order, and further provided that it cooperates reasonably and in good faith with the Disclosing Party in its efforts to prevent, restrict or contest such required disclosure.
d. Return or Destruction. Upon termination of these Terms or upon the written instruction of the Disclosing Party, the Receiving Party will return or destroy all originals and copies in any form of the Disclosing Party’s Confidential Information in its or its Further Recipients’ possession or control and will destroy or cause to be destroyed all originals, copies or other reproductions or extracts of such Confidential Information. For the purposes of this Section 12)d), information stored in electronic form will be deemed to be destroyed when the charged party performs a commercially reasonable application or operating system level delete function with respect to such data, provided that it does not thereafter directly or indirectly perform or permit any recovery or restoration the same by any means (including by way of undeletion, archives, backups or forensics). Receiving Party will provide Disclosing Party with a certificate confirming the deletion of all Confidential Information in its possession pursuant to this Section 12)d). Each party will be responsible for ensuring that its Further Recipients fully comply herewith.
e. Ownership. Except as set out in these Terms, no party grants to the other any right, title or interest in or to its Confidential Information.
f. Exceptions. The obligations of confidentiality set out in this Section will not apply in respect of uses or disclosures of information where:
i. the Disclosing Party consents in writing; or
ii. the Receiving Party can establish with documentary evidence that, other than as a result of a breach of these Terms, the information:
1. is available in the public domain;
2. was disclosed to it by a third party without violating confidentiality obligations; or
3. was already independently known by it or was subsequently and independently developed by it;
in each case without any direct or indirect use or access to such Confidential Information whatsoever.
g. Information Security Management. In addition to any particular requirements set out in any Order Form, Receiving Party will implement and maintain an information security management program with standards that are no less rigorous than accepted
