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Cyclops

Terms of Use

Introduction

PLEASE READ THESE LICENCE TERMS CAREFULLY. BY CLICKING ON THE "AGREE AND LOAD" BUTTON UPON INITIATING THE SOFTWARE INSTALLATION, YOU AGREE TO THESE TERMS AND CONDITIONS WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD OUR PLUGIN. IF YOU WOULD LIKE TO ENGAGE IN ANY ACTIVITY NOT EXPRESSLY PERMITTED UNDER THESE TERMS, PLEASE CONTACT US

Foster + Partners Limited of Riverside Three, Albert Wharf, 22 Hester Road, London, SW11 4AN (“we”, “us”, “our”) is the developer of software titled “Cyclops”, a plugin tool for Rhinoceros 3D and Grasshopper design software applications (“Apps”) to provide ray tracing analysis on architectural models, including any update or supplements to it (the “Plugin”). These Terms and Conditions (the “Terms”) set out the terms on which we make the Plugin available to you (“you”, “your”).

1. LICENCE

1.1 In consideration of you agreeing to these Terms, and subject to your compliance with these Terms, we agree to grant to you a non-exclusive, royalty-free, revocable and non-transferable licence for you to use the Plugin in accordance with these Terms.

1.2 You agree that you will:

  • use the Plugin solely in accordance with these Terms and any technical requirements that we may make available from time to time;
  • not rent, lease, sub-license, loan, provide, or otherwise make available, the Plugin or the Services in any form, in whole or in part to any person without our prior written consent;
  • not (and not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Plugin in whole or in part nor permit the Plugin or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Plugin as permitted in these Terms; and
  • not develop, assist in the development of, or facilitate the development of any software or derivative works that utilise the Plugin or its outputs to create any products or services, including but not limited to software applications or machine learning models, [that you make available to third parties] and for which you receive any form of payment.

1.3 We agree that you may download a copy of the Plugin from our website or another website or platform on which we make the Plugin available onto your computer device and view, use and display the Plugin on such device for your internal business or professional purposes only. You may receive and use any free supplementary software code or update to the Plugin incorporating "patches" and corrections of errors as we may provide from time to time.

2. ACCEPTABLE USE

2.1 You agree that you will:

  • not use the Plugin in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Plugin, or any operating system;
  • not infringe our intellectual property rights or those of any third party in relation to your use of the Plugin (to the extent that such use is not licensed by these Terms);
  • not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Plugin;
  • not use the Plugin in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
  • not collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running the Plugin.

2.2 You are solely responsible for compliance with the terms of any third-party software (including but not limited to Apps) which you use within or in conjunction with the Plugin, and you shall indemnify and hold us harmless against any loss or damage which may be incurred as a result of any breach of such third party terms.

3. CHANGES TO THESE TERMS

We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. Where practicable, we will provide you with reasonable notice of any change, notifying you the relevant change when you next start the Plugin. If you do not accept the notified changes, you may not be permitted to continue to use the Plugin.

4. UPDATE TO THE PLUGIN AND CHANGES TO THE SERVICE

4.1 From time to time, we may (but are not obligated to) update the Plugin to improve performance, enhance functionality, reflect changes to the operating system, address security issues, or for any other reason which we consider would improve the Plugin.

4.2 Updates to the Plugin are not automatic and you can choose whether or not to install any updates. If you choose not to install such updates, you may not be able to continue using the Plugin.

5. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the Plugin throughout the world belong to us (or our licensors) and the rights in the Plugin are licensed (not sold) to you. You have no intellectual property rights in, or to, the Plugin, other than the right to use them in accordance with these Terms.

6. LIMITATIONS, WARRANTIES AND INDEMNITIES

6.1 The Plugin is provided “as is”, without representations or warranties of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement.

6.2 You agree and acknowledge that the Plugin is provided for general information purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Plugin. Although we make reasonable efforts to update the information provided by the Plugin, any conditions, warranties or other terms which might have effect between us or be implied or incorporated into these Terms, whether by statute, common law or otherwise, are hereby excluded (including, for the avoidance of doubt (but not limited to), the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care). Proceeding to use the Plugin is at your own risk.

6.3 To the fullest extent permissible by law, in no event shall we (or any of our employees, directors or affiliated companies) be liable for any losses or damages whatsoever (including, without limitation, special, direct, indirect, consequential losses or loss of profits) which may result from the use of the Plugin, whether arising in an action of contract, negligence or tortious action. To the extent permitted by law, our maximum aggregate liability (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) to you shall not exceed £100.

6.4 You hereby agree to indemnify and hold us (and our affiliated companies, directors and employees) harmless against any costs, losses, damages and/or expenses which may be suffered as a result of a breach of these Terms.

6.5 You acknowledge and agree that damages alone may not be an adequate remedy for any breach you make to these Terms. Accordingly, we shall be entitled to seek the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of these Terms.

6.6 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

6.7 You acknowledge that we recommend that:

  • you back up any content and data used in connection with the Plugin, to protect yourself in case of problems with the Plugin; and
  • you check that the Plugin is suitable for you. The Plugin has not been developed to meet your individual requirements. Please check that the facilities and functions of the Plugin and the Services (as described on our website) meet your requirements.

7. TERMINATION

7.1 We have the right to immediately end your rights to use the Plugin for any reason and at any time, with no notice to you.

7.2 If we terminate your rights to use the Plugin you must stop all activities authorised by these Terms, including your use of the Plugin and delete or remove the Plugin from all devices in your possession and immediately destroy all copies of the Plugin. We may remotely disable the Plugin on your devices.

8. GENERAL

8.1 No variation of these Terms shall be effective unless it is in writing and signed by you and us (or our respective authorised representatives).

8.2 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right, power, privilege or remedy pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

8.3 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

8.4 If any provision (or part of a provision) of these Terms are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of you and us.

8.5 We may freely transfer our rights and obligations under these Terms to another organisation. You may not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent.

8.6 These Terms contains the whole agreement between you and us relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.

8.7 Nothing in these Terms is intended to or shall be construed as establishing or implying any partnership, joint venture or agency of any kind between the parties, and neither party shall have authority to act in the name of or to otherwise bind the other party in any way.

8.8 These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

8.9 These Terms and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the law of England and Wales.

8.10 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation.