Visitor Agreement

Terms of Use

November 1, 2007

Welcome to the VisualSize.com website ("Website"). This Terms of Use agreement ("Terms") is a legal agreement between VisualSize Inc. ("VisualSize," "we," "us", or "our") and you, governing your visit to this Website, uploading pictures or texts ("Images") to obtain measurements and 3D modeling data, or use of any services or applications related to this Website. In addition, use of this Website is governed by the terms of our Privacy Policy and other posted guidelines, rules, or notices applicable the Website which may be posted or updated from time to time, and are hereby incorporated by reference into the Terms.

When you visit the Website or use any services of the Website, you signify your agreement to all of the Terms. This agreement includes warranty and liability disclaimers. If you do not agree to, or cannot comply with, all of these Terms, you must not visit the Website, stop using any services and stop participating in any activities of the Website. Please report any violations of these Terms to us at info at visualsize. com. If you violate these Terms, we may terminate or cancel your account or access rights to the Website immediately without notice. We may also block your use of the Website.

LIMITED LICENSE TO WEBSITE AND SERVICES
You are granted a limited license to use the Website for the purposes of uploading Images to obtain measurements and 3D modeling data from the Images. You own measurements and 3D modeling data from the Images You retain all ownership rights in the Images you own and upload to the Website Images to obtain measurements and 3D modeling data. VisualSize owns the measurements and 3D modeling data obtained from the Images and the copyrights of the report containing the measurements and 3D modeling data obtained from the Images. VisualSize grants you a limited license to use the measurements and 3D modeling data obtained from the Images and the copyrights of the report containing the measurements and 3D modeling data obtained from the Images for your own use. Without limiting other restrictions, you agree not to reproduce, transmit, distribute, sell, or otherwise exploit the Website or any services provided through the Website for any commercial gain. Any rights not expressly granted to you herein are reserved to us.

In order for VisualSize to provide services to you, by uploading your Images to the Website, you grant VisualSize a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to display the Images or the measurements and 3D modeling data to provide the service to you and in connection with the Website or VisualSize's (and its successor's) business, including without limitation for promoting the Website or VisualSize's (and its successor's) business.

NO AUTOMATED ACCESS
You shall not access the Website using any automated program or system, including without limitation any spider, robot (or "bot"), scraper, or offline reader, denial of service attacks, or any method that accesses the Website in a way that sends more request to Website servers in a given time period than a human reasonably can produce in the same time period using a conventional online Web browser. Notwithstanding, we grant public search engines permission to use crawlers or spiders to copy content from the Website for the sole purpose of creating publicly available, searchable indices of such content, however, caches or archives of such content is not allowed.

PASSWORD AND SECURITY
You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You shall not disclose your password or transfer your account to any third party, or allow any third party to access your account.

You shall not circumvent, disable, violate, or otherwise interfere with any security related feature of the Website, any technology or feature that enforces limitations on use of the Website. You understand that the security of the Website may involve risks and technology limitations beyond VisualSize's control, and is difficult to be 100% secure.

VISUALSIZE'S INTELLECTUAL PROPERTY
You acknowledge and agree that the Website and any necessary software or process used in connection with the Website and its services ("Process") use and contain intellectual property and information owned by or licensed to VisualSize, and are protected by applicable copyright and intellectual property laws, and other laws and international treaties. VisualSize is the exclusive owner of all content (except Images uploaded by users), Process, trademarks, servicemarks and logos, used on the Website. You are not granted any right or license with respect to such intellectual property and information, or the trademarks of VisualSize or any third party. Except as expressly authorized by VisualSize, you agree not to decompile, disassemble, copy, reverse engineer, translate, modify, or create derivative works of the Website or any Content, in whole or in part.

THIRD PARTY LINKS OR CONTENTS
The Website may contain links to third party websites that are not under our control and we not responsible for any content or transactions on any linked website. We do not endorse nor accept any responsibility for the content or transactions on those third party websites. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such third party websites. You further acknowledge and agree that third-party content contained in sponsor advertisements or displayed, streamed, or otherwise made available through the Website may be protected by applicable intellectual property and other laws and international treaties.

LIMITATION OF USE
You agree that we may establish policies and practices that may limit the use of the Website, including without limitation the maximum number of Images that may be uploaded by a user, the maximum number of measurements or 3D data that can be performed or received by a user, the maximum size of any Images, the maximum disk space that will be allotted to a user, and the maximum number of times (and the maximum duration for which) you may access the Website in a given period of time.

INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

INDEMNITY
YOU AGREE TO INDEMNIFY AND HOLD US, VISUALSIZE, AND ITS OWNERS, OFFICERS, AGENTS, PARTNERS, EMPLOYEES, SUCCESSORS, ASSIGNS, LICENSEES, PARENT, SUBSIDIARY AND OTHER AFFILIATED ENTITIES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS FEES, ARISING OUT OF YOUR CONTENT, YOUR USE OF THE WEBSITE, YOUR VIOLATION OF THESE TERMS OR YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS INCLUDING SUCH PARTY'S COPYRIGHTS AND TRADEMARKS.

DISCLAIMER OF WARRANTIES
WITHOUT LIMITING THE FOREGOING, EXCEPT IF EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND US, THE WEBSITE AND RELATED APPLICATIONS AND SERVICES ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND AND WITH ALL RISKS. WE HEREBY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW (A) ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AVAILABILITY OF THE WEBSITE; LACK OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING, DISRUPTIVE OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE WEBSITE; AND (B) ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH THE WEBSITE, APPLICATIONS, SERVICES OR RELATED INFORMATION. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH THE WEBSITE, APPLICATIONS, SERVICES AND RELATED INFORMATION IS BORNE BY YOU. IN ADDITION, WE DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT OR TITLE IN CONNECTION WITH THE WEBSITE, APPLICATIONS, SERVICES AND RELATED INFORMATION. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE EXCLUSIONS HEREIN MAY OR MAY NOT BE APPLICABLE TO YOU.

RISKS AND LIMITATION OF LIABILITY
YOU ASSUME ALL RISKS THAT THE WEBSITE, APPLICATIONS, SERVICES AND RELATED INFORMATION ARE SUITABLE OR ACCURATE FOR YOUR NEEDS AND WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. ANY CONTENTS OR APPLICATIONS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE ARE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA.

YOU AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR THE STORAGE OR DELETION OF ANY CONTENT THAT YOU OR ANY OTHER PERSONS UPLOAD OR INPUT. WE RESERVE THE RIGHT TO CHANGE THESE GENERAL PRACTICES AND LIMITS AT ANY TIME IN OUR SOLE DISCRETION. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH ANY THIRD PARTY ADVERTISER OR CONTENT PROVIDER ON THE WEBSITE.

TO THE FULLEST EXTENT ALLOWED BY LAW, YOU RELEASE VISUALSIZE OR ANY OF OUR OWNERS, OFFICERS, AGENTS, PARTNERS, EMPLOYEES, SUCCESSORS, ASSIGNS, LICENSEES, PARENT, SUBSIDIARY AND OTHER AFFILIATED ENTITIES FROM ANY AND ALL LIABILITY FOR ANY INJURIES, LOSSES, OR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF PRIVACY, PAYMENT, OR FOR FAILURE TO MEET ANY DUTY INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF OR RELATED TO THE WEBSITE, APPLICATIONS OR RELATED INFORMATION OR SERVICES, OR TO ANY BREACH OF THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR SERVICE OR PRODUCT LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VISUALSIZE'S ENTIRE LIABILITY TO YOU FOR ANY CAUSE OR ACTION WHATSOEVER, AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT, SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO VISUALSIZE. YOU AGREE THAT THE DAMAGE EXCLUSIONS IN THESE TERMS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTICE AND AMENDMENTS
We may provide you with notices, including those regarding changes to these Terms, by postings on the Website. You agree to check for Website for changes to the Terms. Any use of the Website by you after such updating shall be deemed to constitute acceptance of such amendments, modifications, or new conditions. If you do not want to be bound by an amendment, you must terminate your registration, if any, and refrain from accessing the Website. Except as expressly stated otherwise, any notices to us required or allowed under these Terms shall be given to us by e-mail to: info at visualsize. com.

GENERAL INFORMATION
These Terms constitute the entire agreement between you and us and govern your use or access of the Website, superseding any prior agreements. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third-party content or third-party software. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VisualSize without restriction.

You agree that any controversy arising out of or in connection with this Website, or a dispute with reference to these Terms, their validity or effect will be governed by the laws of the state of California. Any controversy arising out of or in connection with use of the Website or these Terms, their validity or effect, will be conclusively determined by arbitration in the County of Orange, California in accordance with the rules of the American Arbitration Association, without limiting VisualSize's right to seek injunctive or other equitable relief in any court of competent jurisdiction; provided, however, that such arbitration will be held before a single arbitrator selected by the parties, which arbitrator must be well acquainted with the digital entertainment Internet industry. You agree that any proceeding that you may choose to bring against us will be initiated within six (6) months after the alleged date of the event bringing rise to such dispute. You waive any and all rights and benefits which you or we might otherwise have or be entitled to litigate any such dispute in court, because it is your intention to arbitrate all such disputes according to the provisions hereof. The arbitrator's decision will be controlled by these Terms. Each party will bear its own costs of arbitration and attorneys' fees. The pendency of an arbitration, the proceedings, any evidence or other material, and any award shall be maintained and remain confidential, except that an award may be confirmed by a court of competent jurisdiction if it has not been fully satisfied within 30 days of its issuance.

The Terms shall remain in full force and effect while you use this Website or has a user account in this Website. If we determine that you violated any provisions of the Terms in our sole discretion, we may terminate immediately your account or access to all or any portion of the Website, without prior notice or liability. We reserve the right at any time to modify or discontinue the Website or any part thereof and you agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website or any part thereof. In the event that your account is terminated, all provisions of the Terms which must survive in order to give effect to their meaning, including without limitation all of your representations, warranties, and indemnification obligations, and license of Images shall survive.

The failure of one party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.

Privacy Policy

November 1, 2007

VisualSize.com ("VisualSize") has a firm commitment to safeguard our users' privacy. This Policy applies to all of the services and websites offered by VisualSize (collectively, services).

We will not collect or use sensitive information for purposes other than those described in this Policy and/or in the specific service notices, unless we have obtained your prior consent. You can decline to submit personal information to any of our services, in which case VisualSize may not be able to provide those services to you.

Children Under 13
Our Website is not directed to children under the age of 13. We respect the privacy of parents and children and are committed to complying with the Children's Online Privacy Protection Act (COPPA). If a parent believes that his or her child has submitted personal information to us, he or she can contact us through this Website. We will promptly delete the information upon learning that it relates to a child under the age of 13. Please note that it is possible some of this information may remain archived in web logs and back-up archives after we delete the information from its active database. We believe that parents should supervise their children's online activities and consider using parental control tools available from online services and software manufacturers that help provide a kid-friendly online environment. These tools can also prevent children from otherwise disclosing online their name, address and other personal information without parental permission.

User Information
We do not require you to register for an account or provide any personal information to us to use this Website. However, we require a user to register for an account to use our full range of services. When you register, we ask for a unique username and a password selected by you, your e-mail address, and your address. We may also require you to pay a service fee or subscription fee. When you sign up for a paid account, your credit card information is processed by third party using secure servers and connections. We do not receive or keep your credit card information.

Your personal information are password-protected, and you should take care to protect the secrecy of your password. If you use a computer in a public place or share a computer with others, remember to sign out and close your browser window when you finish a session with us in order to prevent others from accessing your personal information. You are solely responsible for not disclosing your password and other user account information. You agree not to permit others to use your password or other account information, and you agree to notify VisualSize immediately of any unauthorized use of that information. We will not be responsible for any loss or damage arising out of the unauthorized use of your password or other account information; and you agree to indemnify and hold harmless VisualSize, its officers, owners, directors, agents, employees, subsidiaries, and affiliates for any unauthorized, improper, or illegal use of that information.

Cookies
When you visit VisualSize, we send one or more cookies - a small file containing a string of characters that is stored with your Web browser, to store your preferences and to help us provide better service to you. We use cookies to save encrypted information of your VisualSize account on your computer. Most browsers are initially set up to accept cookies, but you can reset your browser to refuse all cookies or to indicate when a cookie is being sent. However, some features and services of this Website may not function properly if your cookies are disabled.

Web Logs and Archives
When you use VisualSize services, our servers automatically record information that your browser sends. These server logs may include information such as your web request, Internet Protocol address, browser type, browser language, the date and time of your request and one or more cookies that may identify the browser. Such information does not identify you personally. We maintain archives of our web logs, database, and other systems and information for disaster recovery, legal and other non-marketing purposes. It is possible that some of this information may remain archived after we delete the information from its active database.

Links and Other Websites
This Website may contain links, including banner and other ads, to other websites. We are not responsible for the privacy practices or the content of such websites. We offer some of our services in connection with other websites. Personal information that you provide to those websites may be sent to VisualSize in order to deliver the service. We process such information in accordance with this Policy. The affiliated websites may have different privacy practices and we encourage you to read their privacy policies.

Emails and User Communications
When you send email or other communication to VisualSize, we may retain those communications in order to process your inquiries, respond to your requests and improve our services. If you register with our Website, you may automatically receive emails confirming your registration and providing you with necessary information relating to the access or use of your account. In addition, if you register with our Website, from time to time we may email you with messages about our services or third party products and services we believe may be of interest to you, such as new products, features, services, special offers and updated information. With the exception of the emails which are necessary to provide customer support and deliver products and services to you, you may opt-out of receiving e-mail from us.

Information Sharing
You acknowledge, consent and agree that we may access, use, preserve, and disclose your account information if required to do so by law or in a good faith belief that such access, use, preservation or disclosure is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce applicable Terms of Use, including investigation of potential violations thereof, (c) respond to claims that any Content violates the rights of third-parties, (d) detect, prevent, or otherwise address fraud, security or technical issues, or (e) protect against imminent harm to the rights, property or safety of VisualSize, its users or the public as required or permitted by law.

If VisualSize becomes involved in a merger, acquisition, or any form of sale of some or all of its assets, we will provide notice before personal information is transferred and becomes subject to a different privacy policy.

We may share with third parties certain pieces of aggregated, non-personal information, such as how many users clicked on a particular advertisement. Such information does not identify you individually.

Information Security
We take appropriate security measures to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data. These include reviews of our data collection, storage and processing practices and security measures, as well as physical security measures to guard against unauthorized access to systems where we store personal data.

We restrict access to personal information to VisualSize employees, contractors and agents who need to know that information in order to operate, develop or improve our services. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations.

Accessing and Updating Personal Information
When you use this Website, we make good faith efforts to provide you with access to your personal information and either to correct this data if it is inaccurate or to delete such data at your request if it is not otherwise required to be retained by law or for legitimate business purposes. We ask individual users to identify themselves and the information requested to be accessed, corrected or removed before processing such requests, and we may decline to process requests that are unreasonably repetitive or systematic, require disproportionate technical effort, jeopardize the privacy of others, or would be extremely impractical, or for which access is not otherwise required. In any case where we provide information access and correction, we perform this service free of charge, except if doing so would require a disproportionate effort.

Enforcement
We regularly review its compliance with this Policy. Please feel free to direct any questions or concerns regarding this Policy by contacting us through this Website. We will cooperate with the appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of personal data that cannot be resolved between VisualSize and an individual. VisualSize processes personal information only for the purposes for which it was collected and in accordance with this Policy or any applicable service-specific privacy notice. We review our data collection, storage and processing practices to ensure that we only collect, store and process the personal information needed to provide or improve our services.

Changes
Please note that this Privacy Policy may change from time to time. We will not reduce your rights under this Policy without your explicit consent, and we expect most such changes will be minor. Regardless, we will post any Policy changes on this page and, if the changes are significant, we will provide a more prominent notice (which may include email notification of Policy changes). Please check the revision date at the top of this page to determine if the statement has been modified since you last reviewed it. Your continued use of any portion of our Website following posting of the updated Privacy Policy will constitute your acceptance of the changes.

Binding Agreement
Your use of our Website, including any dispute concerning privacy, is subject to this Policy and our Terms of Use. By using our Website, you are accepting the practices set out in this Policy and our Terms of Use.

If you have any additional questions or concerns about this Policy, please feel free to contact us any time at info at visualsize. com or through this Website.

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For more information, contact us at info@visualsize.com