Last Updated: 9/1/2023
These RSET Service Provider Network Terms and Conditions (the “Terms”) govern your (“You” / “Your”) application to, and participation in, the RSET Service Provider Network (the “Network”) provided by RSET, Inc. (“RSET”). To apply to and participate in the Network, You must click “Submit” where indicated in the Network registration process. BY CLICKING “SUBMIT”, OR BY OTHERWISE APPLYING TO OR PARTICIPATING IN THE NETWORK, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT APPLY TO OR PARTICIPATE IN THE NETWORK. RSET reserves the right to revise any portion of these Terms in its sole discretion at any time and without prior notice to You by updating this posting, such changes to be effective prospectively. Thus, You should visit this page periodically for changes. If You disagree with any changes to these Terms, Your sole remedy is to discontinue Your participation in the Network. Your continued participation in the Network after a change has been posted constitutes Your acceptance of the change thereafter.
1. Program Overview.
The Network, currently in a Beta rollout, is a free program managed by RSET, in which scanning professionals (“RSET Service Providers”, or “RSPs”) can provide RSET-related services (“RSET Services”) and/or refer RSET Licenses to clients (“Clients”). RSET may from time to time help connect You with Clients looking for RSET Services. However, except in cases where RSET has entered into another contract with a RSP that directly engages the RSP as a subcontractor to RSET in connection with a pre-negotiated program: (a) RSET is not involved in the relationship between RSPs and Clients, and RSPs will contract directly with Clients with respect to providing the RSET Services; (b) all RSPs provide scanning services as independent providers and are not contractors, employees, agents or legal partners of RSET; and (c) participation in the Program does not create a contractor, employment, agency or partnership relationship with RSET. You do not have the right to enter into contracts or make any representations or warranties on behalf of RSET. Membership in the Network during the Beta rollout of the Network will be free, but RSET reserves the right to change the structure of the Network at any time, which may result in a paid membership requirement to access Network benefits.
2. Requirements for Participation in the Network; Ongoing Review.
To be considered for participation in the Network, each applicant to the Network must: (i) provide 3D Scanning Services as a business endeavor, (ii) own their own scanning hardware, (iii) have the ability to produce .obj files from their 3D Scanning workflow, (iv) submit to RSET business information reasonably requested by RSET as part of it’s vetting process. RSET will review each application to the Network and may admit or reject each applicant in RSET’s sole discretion. RSET will confirm admission to the Network, if You are admitted, through the email address provided in the application. RSET reserves the right to require You, from time to time, to provide written updates regarding any of the application requirements set forth in this Section 2. In the event that RSET becomes aware that You have engaged in any fraudulent or unprofessional conduct, as determined by RSET in its sole discretion, either before or after accepting Your application to the Network, RSET reserves the right to terminate Your participation in the Network immediately pursuant to Section 10.
3. Network Benefits; Restrictions.
- Upon acceptance into the Network, You will have access to the following benefits. These benefits are at no charge to You during the Beta rollout of the Network:
- A single license of RSET Pro for one year, starting on the date You are accepted into the Network. Installation of the license within the RSET software on a sufficient computer is the responsibility of the RSP;
- Fifteen (15) percent commission on the referral of RSET Licenses that results in a purchase transaction of an RSP Client. Percentage is subject to the transaction price of the Licenses purchased. This will be monitored by unique referral codes provided to each RSP, submitted by the Client during purchase. RSET is not liable for commission payments where Clients fail to correctly submit the referral code during License purchase;
- The ability to request partial or full assistance from RSET for RSET Services assistance where RSET is entitled to a variable percentage of the sale subject to work performed and governed by a separate contract between RSET and the RSP;
- Eighty (80) percent of the revenue generated by providing RSET Services to Clients while using the free Beta-provided RSET Pro seat, where the remaining twenty (20) percent is to be paid to RSET;
- Subject to Section 4 below, use of ‘RSP’ name and official badge/logo and other RSET branding as provided by RSET to You, which may, at your discretion, be included on Your company materials;
- Access to a shared folder provided to Network Members containing user training videos and additional promotional materials used to market RSET to Your Clients, and;
- Other Network benefits that RSET may introduce at its sole discretion.
- You shall not sell, or offer to sell, to any potential customer that RSET connects You with, any mesh augmentation services or training software packages that are not based on RSET technology and service offerings. In addition, You shall not sell, or offer to sell, to any third party any customer information that you obtain from RSET through the Network. Under no circumstances shall You input any data into the Network system for any purpose, including testing whether You are connected with hypothetical customers in Your area or for the purpose of obtaining information about any competitors in Your area. Finally, You shall not input into the RSP Member Portal any false or misleading information regarding Your sales or completion of services to potential customers or false information regarding Your RSP account data. Your failure to comply with any of the restrictions set forth in this subsection or in the usage guidelines provided in the Support Portal will be grounds, without limitation, for RSET to terminate Your participation in the Network immediately pursuant to Section 10;
- You shall not reverse engineer, decompile, disassemble or work around technical limitations of the RSET Software or the Network, except to the extent that applicable law permits it despite these limitations;
- You shall not build or create an RSET clone or competitor product for a period of twelve (12) months after You withdraw from the Network;
4. Use of RSET Branding
- As provided in Section 3 above, upon acceptance into the Network, RSET will provide You with access to RSET logos and other RSET branding (the “RSET Marks”) for use in Your marketing materials to market Your RSET Services to Clients. RSET will post these RSET Marks in the RSP shared drive. Subject to the following terms and conditions, RSET hereby grants You a revocable, non-exclusive, non-sublicensable (except as provided below), non-transferable, worldwide, royalty-free license, during the term hereof, to use and display the RSET Marks (under any trademark rights, rights of publicity, and/or other rights RSET may have in the RSET Marks) solely in accordance with these Terms and the branding usage guidelines set forth in the RSP shared drive. Your use of the RSET Marks shall additionally conform to any additional general written trademark usage standards as RSET may provide to You from time to time. You must receive written approval from RSET prior to using any RSET Marks outside of the stated branding guidelines.
- Upon written (email sufficient) request of RSET, for RSET’s quality control and monitoring purposes, You shall forward to RSET representative samples (e.g., screenshots, collateral) of Your uses of the RSET Marks. If RSET becomes aware of any use by You of the RSET Marks that RSET deems improper in its reasonable discretion, RSET will notify You of such improper use and You will promptly correct such use in a commercially reasonable manner, or discontinue such use, as directed by RSET.
- You acknowledge and agree that the RSET Marks are owned by RSET or its licensors. You shall not oppose, protest or otherwise challenge the validity of the RSET Marks, or the rights of RSET or its licensors in the RSET Marks. All use of the RSET Marks shall inure solely to the benefit of RSET or its licensors and shall not create any rights, title or interest in You in or to any of the RSET Marks. You derive no rights in the RSET Marks by virtue of these Terms except for the right to use as expressly set forth herein. You shall not use or register any of the RSET Marks as an Internet domain name or create a combination mark or logo using Your name or marks with any RSET Marks. You shall not use the RSET Marks as Your core brand identity in any website or marketing materials You use or create. In addition, You shall not bid on any RSET Mark as a keyword for the purposes of search engine marketing.
5. Ownership of RSET Materials; License; Restrictions
- “RSET Materials” means any branding materials, artwork, copy, collateral, webinars, demos and other information or materials that RSET makes available to You in connection with the Program. As between RSET and You, except for the limited license granted herein, all right, title, and interest in and to any RSET Materials, including without limitation any intellectual property rights therein, are and will remain the exclusive property of RSET. To the extent either party combines or merges any RSET Materials with or into Your materials, no such action shall operate to create a new work, joint work, or compilation or in any way alter RSET’s exclusive ownership of the RSET Materials as set forth in this Section, nor shall You assert any such ownership claim. Except for the limited license granted herein, RSET reserves all rights in and to all RSET Materials and nothing contained in these Terms shall be construed as conveying any right or license in such RSET Materials, by implication, estoppel, or otherwise.
- Subject to these Terms, RSET hereby grants You a limited, royalty-free, non-transferable (except as expressly permitted under these Terms), non-sublicensable, non-exclusive, revocable license, during the term hereof, to reproduce, display, publicly perform, and distribute any RSET Materials provided by RSET for the sole purpose of participating in the Program. Except as authorized by RSET in the RSET Materials, You shall not truncate, supplement, or otherwise modify the size, design, content, or appearance of any RSET Materials without the prior written consent (email sufficient) of RSET. For the avoidance of doubt, You shall not use any portion of the RSET Materials in connection with any products or services outside the scope of the Program, and You shall not distribute, re-license or sell the RSET Materials to a third party for such use.
6. Member Responsibilities in RSET Services
The following are additional items of responsibility for You:
- You are responsible for obtaining the appropriate scan data for use in the RSET Software and in delivery of RSET Services at Your own expense.
- You are responsible for adhering to the specific licenses of any third-party data used in the delivery of RSET Services. RSET is not liable or responsible for any third party data used by You.
- You are solely responsible for securing the appropriate rights and agreements for any scan data You acquire.
- You must reserve all rights to redistribute scenario assets used in RSET Services (3D objects, scans, audio, photos, animations, etc).
- Content created by You is wholly owned by the You, and as such all distribution and licensing rights must be reserved by You.
7. No Warranty.
THE NETWORK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. RSET DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RSET DOES NOT REPRESENT OR WARRANT: (a) THAT THE NETWORK WILL MEET YOUR NEEDS OR REQUIREMENTS; (b) THAT THE NETWORK WILL INCREASE YOUR BUSINESS OR REVENUE; OR (c) THAT THE NETWORK WILL INCREASE THE NUMBER OF POTENTIAL CUSTOMERS FOR YOUR BUSINESS.
8. Limitations of Liability.
IN NO EVENT WILL RSET OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF RSET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF RSET AND ITS AFFILIATES AND LICENSORS UNDER THESE TERMS FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED $500. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of these Terms would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to You.
You acknowledge that by allowing You to participate in the Network, RSET does not assume any responsibility or liability for any risks associated with Your business. Accordingly, You shall defend, indemnify and hold harmless RSET, its affiliates, and their respective officers, directors, employees and representatives from and against all claims, actions or suits by Clients or any third parties arising out of or relating in any way to the conduct of Your business (including all activities of any subcontractors providing services as part of Your business), any RSET Services, or Your participation in the Network, and all associated liability, judgments, losses, costs, damages, and settlements, including reasonable legal fees and expenses. In the event of a claim in respect of which RSET seeks indemnification from You under this Section, RSET will promptly notify You in writing of the claim, cooperate with You in defending or settling the claim at Your expense, and allow You to control the defense and settlement of the claim, including the selection of attorneys; provided, however, that You shall not settle any claim unless such settlement completely and forever releases the indemnified RSET party from all liability with respect to such claim or unless the indemnified RSET party consents to such settlement in writing.
10. Term and Termination.
These Terms will become effective upon Your acceptance of these Terms as set forth in the preamble above and will continue in effect until terminated as set forth herein. RSET will have the right, upon written notice sent to the email address provided in Your application, to revoke Your participation in the Network and terminate these Terms at any time in RSET’s discretion, including without limitation due to Your poor conduct or violation of any restriction set forth herein. You will have the right to withdraw from the Network and terminate these Terms at any time by emailing written notice to RSET at firstname.lastname@example.org. Upon any termination of these Terms: (a) You shall immediately cease using any RSET Marks and RSET Materials; (b) RSET will have the right to remove Your information from any Program databases and promotional materials; (c) RSET will have the right to terminate Your access to any exclusive Network materials and resources; (d) RSET will have the right to terminate Your access to any free Beta Licenses of the RSET Software and (e) Sections 4(c), 5(a), 6, 7, 8, 9, 10 (effect of termination), 11, and 12 shall survive.
Any notice required or permitted to be given by RSET under these Terms shall be in writing and shall be delivered to the email address You provided in Your application to the Network, or via registered mail return receipt requested or an internationally recognized courier addressed to the address specified in Your application. Any notice required or permitted to be given by You under these Terms must be sent to RSET via registered mail return receipt requested or an internationally recognized courier to 1588 Leestown Rd, Ste 130-243, Lexington, KY 40511, USA. Any such notice will be deemed to have been given when sent.
You shall be responsible for any breach of these Terms caused by any of Your subcontractors providing services to Your business. You shall not assign these Terms without the prior written consent of RSET, and any such attempt is void. These Terms are binding upon and are for the benefit of the respective successors and assigns of the parties hereto. The Parties acknowledge that the relationship of the Parties is that of independent contractors and that nothing contained in these Terms shall be construed to place You and RSET in the relationship of principal and agent, master and servant, partners or joint ventures. Any reference to “Partners” in these Terms shall not be deemed to establish a legal partnership of any nature. No amendment of any provision of these Terms shall be effective unless made in accordance with the first paragraph of these Terms or set forth in a writing signed by a representative of RSET and You, and then only to the extent specifically set forth therein. No waiver by either party of any condition or the breach of any provision of these Terms in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision. These Terms shall be governed by the laws of the Commonwealth of Kentucky, without regard to its conflict of law rules. Any litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder shall be conducted exclusively before the state and federal courts in and for Fayette County, Kentucky, and the parties specifically consent to Fayette County, Kentucky, as the exclusive venue for any such proceeding. If any provision of these Terms or part hereof not essential to the commercial purpose of these Terms shall be held to be illegal, invalid or unenforceable, it is the intention of the Parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect. These Terms embody the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior negotiations, discussions, agreements and understandings between the Parties relating to the subject matter hereof.