Hexa Terms of Service
Fitix Visualization Ltd. ("Hexa", or "us", "our", "we"), a company incorporated in the State of Israel with Company No. 515319911, is the creator and owner of a technology that enables users to create 3D models ("Models") through an Internet based platform ("Services"). These Terms of Service ("Terms") govern your access and use of the Services. Our Privacy Notice, available at cms.hexa3d.io/privacy governs our collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). "You" means an individual using the Services.
Please read these Terms carefully. By clicking on the button marked "I agree" you signify your assent to these Terms. Changes may be made to these Terms from time to time. If you do not agree to any of these Terms, please do not click the button marked "I agree" and do not use the Services.
If you are registering on behalf of any entity or company ("Company"), you represent that you are authorized to enter into, and bind the Company to these Terms and register for the Services. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to you and the Company and the right to access the Services is revoked where these Terms or use of the Services is prohibited.
In the event of a conflict between these Terms and a statement of work and/or customer agreement we have executed with the applicable Company ("Customer Agreement") separately prior to entering into these Terms, the provisions of such Customer Agreement, as applicable, shall prevail.
1. Use of Services
1.1. Subject to these Terms and the Customer Agreement, Hexa allows you to access and use the Services on a non-exclusive basis. Other than with respect to any outstanding orders, Hexa may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice and shall not be liable to you or any third party for any modification or discontinuance of Services.
1.2. Use of and access to the Services is void where prohibited by law. You represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older, or else have your parent's or guardian's permission to enter these Terms and have the ability to form a binding contract; (d) your use of the Services does not violate any applicable law or regulation or any obligation you may have to a third party and (e) you shall comply with applicable laws, regulations, guidelines, and these Terms throughout your use of the Services.
2. Account Registration
2.1. In order to use the Services, you will need to have a registered account. We may register you to the Services manually and provide you with details to enable you to access your account or you may register to use Hexa by creating an account online. Whether the account is registered by us or by you, you must provide all registration information as requested by us. We may indicate that the provision of some information is optional, but your agreement to provide such information may assist us in providing you with improved Services.
2.2. If you wish to use the Services together with other members of your organization, you may access the Services through an enterprise account ("Enterprise Account"). The individual who opens the Enterprise Account will be considered an "Administrator" of the account and will have full access to all features available in the Enterprise Account. An Administrator may register additional authorized user accounts that will have access to the Enterprise Account and configure the permissions for each individual authorized user account. Each additional authorized user will be required to complete the registration process and accept these Terms.
2.3. Hexa may refuse to open an account for any individual or entity at its sole discretion and/or limit the number of authorized user accounts that can be opened as part of an Enterprise Account, all subject to applicable law.
2.4. You agree to notify us immediately of any unauthorized use of your account or password. You are fully and solely responsible for the security of your computer system and/or mobile device and all activity on your account, even if such activities were not committed by you. To the fullest extent permitted by applicable law, Hexa will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Hexa harmless for any unauthorized, improper or illegal use of your account, and any charges and taxes incurred, unless you have notified us via e-mail at info@hexa3d.io that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services.
3. Termination of Account
3.1. You agree that Hexa may for any reason, at its sole discretion and without notice, suspend or terminate your account, and may remove any Content (as defined below) associated with your account and take any other corrective action it deems appropriate. Grounds for such termination or suspension may include (i) termination, suspension or expiration of the Customer Agreement for any reason; (ii) violation of the letter or spirit of these Terms; (iii) fraudulent, harassing or abusive behavior; (iv) behavior that is illegal or harmful to other users, third parties, or the business interests of Hexa; or (v) failure to make payment in accordance with the terms specified herein. If your account is terminated, you may not rejoin Hexa again without express permission. Upon termination of your account, you shall not have any further access to any Content that may be available through your account.
3.2. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
3.3. You may request termination of your Hexa account at any time and for any reason by sending an email to info@hexa3d.io. Following such request, Hexa shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you, limitation of liability, and payment obligations), which by their sense and context are intended to survive such suspension or termination.
4. Project Process
4.1. In order to use the Services and generate a Model (each a "Project"), you will be required to upload certain materials, based upon which the Models may be developed and related information ("Customer Materials"). You may upload Customer Materials directly to the Services or may provide a URL. Customer Materials may include pictures, serial numbers, descriptions, measurements, and other information that is relevant to the development of the Models.
4.2. We reserve the right to refuse to undertake any Project at our sole discretion and for any reason, including but not limited to lack of information or good quality Customer Materials.
4.3. Once Customer Materials are uploaded to the Services, you can click on a button marked "Pay and Create". You also may choose to terminate the Project at this time. The fees for the Project will be available to you at this point in the process. Once your Project is listed as "In Progress", you will no longer be able to terminate the Project and the fees shall be considered accepted by you. Once the Model is delivered, you will have a 72-hour period in which you may provide feedback about the delivered Model ("Feedback Period"). We will use commercially reasonable efforts to adjust the Model according to reasonable feedback received during the Feedback Period. Following your approval of any such adjustments, or, if no such adjustments were requested, following the conclusion of the Feedback Period, the Model will be considered final and the Project concluded.
5. Fees and Payment
5.1. You agree to pay Hexa the fees as set forth in your account prior to approval of any Model for any Models developed in accordance with these Terms by one of the methods described in the Services. For such purpose, you will be asked to provide customary billing information such as name, billing address and credit card information either to Hexa or its third-party payment processor(s). You hereby authorize the collection of such amounts by charging the credit card provided, either directly by Hexa or indirectly, via a third-party online payment processor or by one of the payment methods described in the Services. If you are directed to a third-party payment processor(s), you may be subject to terms and conditions governing use of that third party's service and that third party's Personal Data collection practices. Please review such terms and conditions and privacy policy before using such services.
5.2. Where applicable, in certain locations, taxes may also be charged. Except as expressly provided in these Terms, fees are non-refundable.
5.3. Please note that Hexa may impose or deduct foreign currency processing costs on or from any payments or payouts by Hexa in currencies other than U.S. dollars. When converting, prices may be rounded up to the nearest whole number.
6. Content
6.1. Certain types of content may be made available through the Services. "Content" as used in these Terms means, collectively, all content on or made available through the Services, including any images, photos, pictures, and any modifications or derivatives of the foregoing. The Services may allow you to upload certain content including but not limited to images and/or pictures uploaded as part of Customer Materials and/or feedback. All content uploaded by you, included but not limited to images and/or pictures is referred to as "User Content."
6.2. Content comes from a variety of sources. You understand that Hexa is not responsible for the accuracy, usefulness, safety, appropriateness of, or infringement of any intellectual property rights of or relating to this Content (including but not limited to the User Content). Although users must agree to these Terms, it is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto.
6.3. HEXA DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH CONTENT AND/OR USER CONTENT. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICE OR OTHERWISE.
7. User Content Restrictions
7.1. Hexa has no obligation to accept any request to create a Model based on or maintain any User Content. Moreover, Hexa reserves the right to remove and permanently delete any User Content uploaded by you, without notice and for any reason. You are and shall remain at all times fully and solely responsible for any User Content you upload to the Services. You represent and warrant that any such User Content that you upload (i) complies with applicable law; (ii) does not infringe or violate any third-party intellectual property rights, privacy or publicity rights, moral rights; and (iii) that you have all necessary rights and authorities to submit such User Content through the Services.
7.2. Without limiting the foregoing, you agree that you will not transmit, submit or upload any User Content or act in any way that: (1) restricts or inhibits use of the Services; (2) violates the legal rights of others, including defaming, abuse, stalking or threatening users; (3) infringes (or results in the infringement of) the intellectual property rights, moral rights, publicity, privacy, or other rights of any third party; (4) is (or you reasonably believe or should reasonably believe to be) stolen, illegal, counterfeit, fraudulent, pirated, violent or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; (5) does not comply with all applicable laws, rules and regulations; (6) imposes an unreasonably or disproportionately large load on our infrastructure; or (7) posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following: (a) material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity), (b) material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening, (c) pornography or obscene material, (d) any virus, worm, trojan horse, or other harmful or disruptive component or (e) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.
7.3. Hexa may, at its sole discretion, choose to monitor User Content for inappropriate or illegal behavior, including through automatic means, provided however, that Hexa reserves the right to treat User Content as content stored at the direction of users for which Hexa will not exercise editorial control except when violations are directly brought to Hexa's attention.
8. Use Restrictions. You may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Services without our prior written authorization, including framing or mirroring any part of the Services; (2) circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content; (3) use the Services or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services; (5) use or access another user’s account or password without permission; or (6) use the Services or content thereon in any manner not permitted by these Terms.
9. Intellectual Property
9.1. Hexa or its licensors, as the case may be, have all right, title, and interest in the Services and any content thereon, including its overall appearance, text, graphics, graphics design, videos, demos, interfaces, underlying source files all worldwide intellectual property rights, and the trademarks, service marks, and logos contained therein, whether registered or unregistered. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Services for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services, if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Hexa or any third party. If you provide Hexa with any feedback regarding any content on the Services, Hexa may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.
9.2. You have all right, title, and interest in the User Content, including any Customer Materials you upload to the Services and all intellectual property rights related thereto. By submitting or uploading any User Content, you grant Hexa and its successors and assignees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license under any of your intellectual property, moral, or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, alter, and/or decompile such User Content as necessary in order to develop the Model(s) and provide the Services.
9.3. All Models are and shall remain part of Hexa's database and may be used by Hexa in order to provide and improve the Services. You acknowledge that the use of Models (including Models created for you) and methods for creating previous Models allows Hexa to provide the Services in an efficient and cost-effective manner to its customers, including to you.
9.4. All right, title, and interest in the Model(s), including all intellectual property rights related thereto, shall remain with Hexa and, subject to the payment of the amounts owed under these Terms, you shall be granted a worldwide, exclusive, royalty-free, perpetual, license to use the Model(s) on the domain you provided. Use of such Model on an additional domain is subject to Hexa's prior written approval and payment of an additional fee.
9.5. You may request that the rights to certain Models not be retained by Hexa and not be included in Hexa's database ("Assignment Request"). An Assignment Request is subject to: (i) Hexa's prior written approval and (ii) an additional fee plus any VAT and/or taxes ("Additional Fees"). In the event that Hexa agrees to an Assignment Request and subject to full payment of the Additional Fees within 30 days of receipt of an invoice, all right, title, and interest in the applicable Model, including all intellectual property rights related thereto shall be considered transferred and assigned to you and Hexa shall have no additional rights in the Model other than the limited right to store the Model and related materials as necessary in order to provide the Services.
10. Copyright
10.1. The policy of Hexa is not to infringe upon or violate the intellectual property rights or other rights of any third party, and Hexa will refuse to use and remove any User Content in connection with the Services that infringes the rights of any third party. Under the Digital Millennium Copyright Act of 1998 (the "DMCA"), Hexa will remove any Content (including without limitation any User Content) if properly notified that such material infringes third party rights, and may do so at its sole discretion, without prior notice to users at any time. The policy of Hexa is to terminate the accounts of repeat infringers in appropriate circumstances.
10.2. You are in the best position to judge whether User Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with User Content.
10.3. If you believe that something appearing on the Services infringes your copyright, you may send us a notice requesting that it be removed, or that access to it blocked. If you believe that such a notice has been wrongly filed against you, the DMCA allows you send us a counter-notice. Notices and counter-notices must meet the DMCA’s requirements. We suggest that you consult with your legal advisor before filing a notice or counter-notice. Be aware that there can be substantial penalties for false claims. Send notices and counter-notices to us by contacting us at info@hexa3d.io.
11. Disclaimers and Disclaimer of Warranty
11.1. Your use of the Services is at your sole discretion and risk. The Services, content thereon, are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. While we make reasonable efforts to develop Models based on the Customer Materials you have provided and in accordance with your instructions and feedback, we do not make any warranties or representations in respect thereof. We do not represent or warrant that Model(s) will be of good quality or useful for your needs.
11.2. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES, CONTENT THEREOF (INCLUDING USER CONTENT), INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES; OR (II) THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE SERVICES.
11.3. We take no responsibility for the quality of the Model(s) or the use thereof by you or any other third party. No advice or information, whether oral or written, obtained by you from us, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
11.4. You acknowledge and agree that Hexa is not a data retention service. You therefore must create backups of your data, and Hexa shall have no responsibility or liability in respect of any loss of, damage to, or corruption of any such data.
12. Limitation of Liability.
12.1. In addition to the foregoing, we assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services, and quality of the Model(s). We assume no responsibility or liability with respect to any design of Model(s) and/or copies (including any copies and/or similar or substantially similar Model(s) ordered by other users through the Services. We are not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death, or any injury or damage to any person's mobile device or computer resulting from use of the Services, from any Content posted on or through the Services, from downloading materials and/or uploading of the image and/or picture, or from the conduct of any users of the Services, whether online or offline. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Hexa, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.
12.2. IN NO EVENT SHALL HEXA OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE MODELS PROVIDED AS PART OF OR THROUGH THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT HEXA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID US IN THE SIX MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR CAUSE OF ACTION ARISE, IF APPLICABLE. IF YOU HAVE NOT MADE ANY PAYMENTS TO HEXA FOR USE OF THE SERVICES, THEN HEXA SHALL NOT HAVE ANY LIABILITY TOWARD YOU.
13. Indemnification. You agree to indemnify, defend, and hold harmless Hexa and its employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer and/or mobile device, password (whether authorized or unauthorized); (b) any claim, loss or damage experienced from your use or attempted use of (or inability to use) the Services; (c) your violation of any law or regulation or any of your obligations, representations, or warranties hereunder; (d) your infringement of any right of any third party; and (e) any other matter for which you are responsible hereunder or under applicable law.
14. Miscellaneous. These Terms shall be governed solely by the laws of the State of Israel and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Israel shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Hexa or enables you to act on behalf of Hexa. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the contact details you provided upon registration.
Last updated: October 2020