Agreement. These Terms and Conditions, together with any order forms, subscription plans, pricing schedules, service descriptions, policies, or other materials expressly incorporated by reference (collectively, this “Agreement”), govern User’s access to and use of the Services.
Services. Regenesys provides digital media processing services, including professional real estate photo editing, aerial and walkthrough video editing, virtual staging, virtual tours, floor plans, and related services (collectively, the “Services”). Descriptions of available Services, Services options, workflows, and delivery processes are made available through Regenesys’s website or other materials it provides to users or customers, each of whom is the person or legal entity using the Services (collectively, the “User”). Regenesys may update, modify, or discontinue any aspect of the Services, including services offerings, workflows, or processing methods, from time to time. User’s continued use of the Services following any such changes constitutes acceptance of the updated Services and the then-current Terms. User shall submit requests for Services through Regenesys’s designated upload platform or any other submission method approved by Regenesys. Regenesys may temporarily suspend access to its upload platform or related systems as reasonably necessary for maintenance, upgrades, or operational improvements. Notwithstanding anything to the contrary, Regenesys retains sole discretion over the content, appearance, design, functionality, and operation of its website, upload tools, platforms, and related systems, including the right to modify, update, or discontinue any portion thereof at any time. Regenesys will perform the Services in compliance with applicable laws and Regenesys’s internal policies and standards.
Terms. This agreement becomes effective on the date User signs up for any Regenesys Services plan or otherwise begins using the Services. Regenesys or User may terminate this agreement at any time, with or without cause and without prior notice. User may terminate these Terms at any time by closing its account, discontinuing use of the Services, and providing notice of termination to Regenesys. Any prepaid fees are non-refundable unless expressly stated otherwise. Upon termination by Regenesys, Regenesys may suspend or terminate the user’s account credentials and access to the Services, deem any Services already completed as accepted, and issue any applicable pro-rated refund for prepaid fees, if any.
Pricing. Configuration and prices of the Services are subject to change at any time, and Regenesys shall at all times be entitled to modify prices. If User does not accept these modifications, User may terminate this Agreement before such modifications take effect. All prices are exclusive of, and User shall pay, all taxes, duties, levies or fees, or other similar charges imposed on User or Regenesys by any taxing authority (other than taxes imposed on Regenesys’s income), related to the Services, unless User has provided Regenesys with an appropriate resale or exemption certificate for the delivery location, which is the location where the Services are used. In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to Regenesys of delivering the Services, whereby and to such an extent Regenesys is entitled to increase its prices accordingly and retro‑actively.
Fees, Billing, Credits, and Payment Terms. User shall pay Regenesys for the Services in accordance with the pricing applicable to the subscription plan selected by User. Regenesys will bill subscription fees monthly in advance, at the beginning of each billing period. All invoices issued under this Agreement are due and payable upon issuance. For Users paying by credit card, the card on file will be charged at the time the invoice is generated. An account will be deemed delinquent if full payment is not received by the invoice due date. All fees are exclusive of any applicable taxes, levies, or duties, and User is responsible for payment of all such amounts. All payments shall be made in U.S. dollars. If User believes any invoice or charge is incorrect, User must notify Regenesys in writing within thirty (30) days of the invoice date, specifying the nature and amount of the dispute. Absent such timely notice, all invoices shall be deemed final and non-refundable. In addition to any other remedies available, Regenesys may suspend or terminate User’s access to the Services and/or terminate this Agreement upon three (3) days’ email notice if User’s account becomes delinquent or if the payment method on file fails. Past-due amounts may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is less, together with all reasonable costs of collection, including attorneys’ fees and court costs. If subscription fees or storage-related charges remain unpaid beyond the end of the month in which the invoice was issued, Regenesys reserves the right to terminate the applicable subscription plan and delete all User files stored as part of the Services. Such termination and deletion may result in the irretrievable loss of User files and any unused prepaid subscription credits. Regenesys shall have no obligation to restore such files or reimburse User for any lost prepaid credits, and shall not be liable for any resulting data or image loss.
Subscription Credits. User may earn or receive subscription credits in connection with its subscription plan. Unused subscription credits will be forfeited upon cancellation or termination of the applicable subscription, unless expressly designated as lifetime credits. Lifetime credits, if any, shall not expire solely due to subscription cancellation but remain subject to the terms of this Agreement.
APPROPRIATE USE OF SERVICES
Use Restrictions. User may not sublicense, resell, distribute, or otherwise make the Services available for use by or for the benefit of any third party, organization, entity, business, or enterprise without Regenesys’s prior written consent.
Prohibited Content. User agrees not to submit, upload, or transmit through the Services any material that is unlawful, false or misleading, defamatory, obscene, indecent, offensive, threatening, infringing upon third-party intellectual property or proprietary rights, invasive of privacy, or otherwise objectionable (collectively, “Objectionable Material”).
User Responsibility. User acknowledges and agrees that it bears sole responsibility for ensuring that no Objectionable Material is submitted to Regenesys. Regenesys may, at its discretion, establish and update rules governing permitted and appropriate use of the Services, which may be posted on Regenesys’s website from time to time, and User agrees to comply with all such rules. User is solely responsible for confirming that User owns, or has obtained all necessary rights, licenses, permissions, and consents to upload, submit, and authorize Regenesys’s use of all User Materials in connection with the Services. This includes, without limitation, any rights of publicity, privacy, copyright, trademark, or other intellectual property rights.
Enforcement Rights. Regenesys reserves the right, but not the obligation, to remove any photographs, data, or materials that constitute Objectionable Material or otherwise violate its acceptable-use rules. User agrees to comply with all applicable laws in connection with its use of the Services, including laws relating to data protection, privacy, and export controls. Regenesys may terminate this Agreement for cause if User materially breaches this section.
Immediate Suspension or Termination. Regenesys further reserves the right to immediately suspend or terminate User’s account or activities, without prior notice, if such activities disrupt, damage, or threaten Regenesys’ systems, infrastructure, or other users, or violate applicable state or federal law.
OWNERSHIP & USAGE
Ownership of Original Materials. As between the parties, User retains all right, title, and interest in and to any photographs, images, data, or other materials submitted by User to Regenesys (collectively, the “User Materials”).
Ownership of Processed Materials. User acknowledges and agrees that any images, files, data sets, analyses, enhancements, modifications, compilations, or other materials created, generated, or produced by or through Regenesys’ Services, including through the application of Regenesys’ expertise, processes, tools, or workflows (collectively, the “Processed Materials”), are not works made for hire and shall remain the sole and exclusive property of Regenesys. Subject to Regenesys’ receipt of full payment of all applicable fees owed for the Services relating to such Processed Materials, Regenesys grants User a non-exclusive license to use the Processed Materials in accordance with this Agreement.
License to User. Subject to User’s compliance with this Agreement, Regenesys hereby grants User a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, display, distribute, and internally exploit the Processed Materials for User’s business purposes, without payment of any additional or premium fees.
License to Regenesys. Upon upload or submission of any User Materials, User grants Regenesys a non-exclusive, worldwide, royalty-free, fully paid-up license to use, reproduce, display, distribute, modify, create derivative works from, and otherwise exploit the User Materials and the Processed Materials, including any raw, intermediate, or final outputs, for Regenesys’ marketing, promotional, portfolio, demonstration, and business development purposes, in any media now known or later developed, unless otherwise expressly agreed by the parties in writing.
Drone and Aerial Content Compliance. User acknowledges that certain Services may involve photographs, videos, or other materials captured using drones or other unmanned aerial systems (“UAS”). User is solely responsible for ensuring that any drone or aerial capture conducted prior to submitting User Materials to Regenesys complies with all applicable laws, regulations, and airspace requirements, including obtaining and maintaining any required licenses, permits, waivers, authorizations, or approvals. Regenesys does not operate drones on User’s behalf and does not verify compliance with applicable aviation, airspace, or privacy laws. User represents and warrants that all drone-captured User Materials submitted to the Services were obtained in full compliance with applicable law prior to upload.
AI Training and Services Improvement. User grants Regenesys a non-exclusive, worldwide, royalty-free, fully paid-up license to use, host, store, reproduce, modify, create derivative works from, and otherwise process both the User Materials and the Processed Materials for purposes of (i) providing the Services, (ii) quality assurance, analytics, troubleshooting, and User support, and (iii) developing, training, testing, improving, and operating Regenesys’s artificial intelligence, machine-learning models, algorithms, and related technologies, without any additional compensation to User.
Reservation of Rights. Except for the limited license expressly granted to User herein, Regenesys retains all right, title, and interest in and to the Processed Materials and all related intellectual property rights.
WARRANTIES
Services Provided “As Is.” User acknowledges and agrees that the Services provide only the functionality and features available at the time of use. The Services are provided on an “as is” and “as available” basis. User understands and accepts that the Services may contain errors, bugs, defects, or inaccuracies.
No Guarantee of Availability or Performance. Regenesys does not warrant or guarantee that the Services will be accessible at all times or that operation of the Services will be uninterrupted, timely, secure, or error-free. Regenesys shall not be responsible for any delays, interruptions, breakdowns, or failures resulting from internet connectivity, third-party systems, software, hardware, devices, or other factors outside Regenesys’s reasonable control.
Data Responsibility and Retention. User acknowledges and agrees that it is solely responsible for arranging and maintaining backups of any data, images, or other materials uploaded to or processed through the Services. Under no circumstances shall Regenesys be responsible for the recovery of lost, corrupted, scrambled, or deleted data. Unless otherwise specified in User’s account dashboard or agreed in writing, Regenesys is not obligated to retain any User data, uploaded images, or processed images for longer than twenty-four (24) hours.
Suspension, Modification, Updates, and Support. Regenesys reserves the right, with prior notice where reasonably practicable and without incurring liability, to suspend, limit, modify, or terminate the Services, in whole or in part, as reasonably necessary for maintenance, updates, improvements, or operational reasons. Regenesys may also implement procedural, technical, or functional modifications or enhancements to the Services at any time, including without prior notice. Regenesys may implement upgrades or updates to the Services from time to time but is under no obligation to do so. Unless Regenesys notifies User otherwise, User is not required to use the most recent version of the Services; however, support, warranties, or functionality relating to prior versions may be limited or discontinued one (1) month after the release of an update, and older versions may experience reduced functionality, defects, or incompatibility.
LIMITATION OF LIABILITY; DISCLIAMER; INDEMNIFICAITON
Limitation of Liability. To the maximum extent permitted by law, the aggregate liability of Regenesys and its affiliates, and their respective officers, directors, employees, agents, and representatives, arising out of or relating to this Agreement or the Services, whether in contract, tort (including negligence), warranty, or otherwise, shall not exceed the total amounts actually paid to Regenesys under this Agreement during the sixty (60) days immediately preceding the event giving rise to the claim.
Applicability of Limitations. The foregoing limitations shall apply even if Regenesys, its affiliates, employees, licensors, or agents have been advised of the possibility of such losses or damages and notwithstanding any failure of essential purpose of any limited remedy.
User Responsibility. User acknowledges and agrees that it is solely responsible and liable for all activities conducted through its accounts and use of the Services, including any acts or omissions of its users, whether or not such activities were authorized by User. Regenesys expressly disclaims any responsibility or liability arising from or relating to the acts or omissions of User.
Exclusion of Certain Damages. In no event shall Regenesys, its affiliates, or its licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of income, business, sales, goodwill, profits (whether actual or anticipated), loss or corruption of data, or business interruption, regardless of the cause and regardless of whether Regenesys has been advised of the possibility of such damages.
Indemnification. User agrees to indemnify, defend, and hold harmless Regenesys and its current and future officers, directors, shareholders, employees, agents, and affiliates from and against any and all claims, demands, losses, damages, penalties, liabilities, and costs, including reasonable attorneys’ fees, arising out of or relating to (i) User’s or its Users’ breach of this Agreement or the Terms of Use, or (ii) any claim that the use, publication, or distribution of User -provided materials or output generated through the Services infringes or violates any third-party rights.
User Responsibility for Third-Party Claims. Except as otherwise expressly provided in these Terms, User shall defend, indemnify, and hold harmless Regenesys and the Regenesys Parties from and against any and all third-party claims, demands, actions, proceedings, damages, liabilities, losses, judgments, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) User’s access to or use of the Services; (b) User Content or any materials provided by User; (c) User’s violation of these Terms or applicable law; or (d) User’s relationship or transactions with any third party in connection with the Services. User shall also be responsible for all financial losses incurred by Regenesys arising from any such third-party claim, including defense costs and settlement amounts, to the fullest extent permitted by applicable law.
Disclaimer. To the fullest extent permitted by applicable law, the Services are provided “AS IS” and “AS AVAILABLE,” and User uses the Services at User’s sole risk. Regenesys disclaims all warranties of any kind, whether express, implied, or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Regenesys does not warrant that the Services (or any outputs, including without limitation floor plans or other deliverables) will meet User’s requirements, be uninterrupted, timely, secure, or error-free, or that any results or outputs will be accurate, complete, or reliable. To the fullest extent permitted by applicable law, Regenesys shall have no liability to User or any third party for any claims, losses, damages, costs, or expenses arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), strict liability, or otherwise, including without limitation direct, indirect, incidental, consequential, special, punitive, or exemplary damages, lost profits or revenue, business interruption, loss of goodwill, or loss, corruption, or unavailability of data, even if advised of the possibility of such damages. Regenesys is not a backup or data-storage service, and Regenesys has no responsibility or liability for any loss of User’s data or User Content. User is solely responsible for maintaining backups and safeguarding User Content and any data submitted, uploaded, or processed through the Services.
AI Processing Disclaimer. User acknowledges that the Services may involve automated and/or AI-assisted processing and that Processed Materials may differ from the User Materials, including by omitting, modifying, or failing to identify certain elements, features, or details. Regenesys does not warrant that the Processed Materials will be complete, error-free, or fully representative of the User Materials and shall have no liability arising from or relating to any such omissions, alterations, or inaccuracies. User is solely responsible for reviewing and approving all Processed Materials prior to use, publication, or reliance.
Compatibility Disclaimer. Regenesys does not warrant that the Services, software, or dashboard will function fully or accurately on all devices, cameras, lenses, image formats, operating systems, browsers, or computer environments.
Floor Plan Disclaimer. Any floor plans, measurements, diagrams, layouts, or other visual or dimensional representations provided through the Services are intended solely for marketing and illustrative purposes. Regenesys does not warrant or represent that any such materials are architecturally accurate, to scale, complete, or suitable for construction, surveying, appraisal, permitting, or other professional or technical uses. Measurements, dimensions, and representations may be approximate and may not reflect actual conditions. User acknowledges that the Services involve digital, photographic, video, virtual, and/or AI-assisted capture and processing methods, including camera positioning, lenses, lighting conditions, drone or aerial capture, virtual staging, automated enhancements, and other technical or algorithmic processes. Regenesys does not warrant or represent that any images, videos, floor plans, renderings, or other outputs accurately or completely depict actual conditions. User is solely responsible for reviewing and verifying the accuracy and suitability of all representations and outputs prior to reliance or use, and Regenesys shall have no liability arising from or relating to any inaccuracies, omissions, distortions, or differences resulting from capture methods, environmental conditions, processing techniques, or automated or AI-assisted services.
Sole Remedy. To the fullest extent permitted by applicable law, User’s sole and exclusive remedy for any dissatisfaction with the Services is to stop using the Services.
Cookies and tracking technologies. Regenesys uses cookies and similar technologies to operate, enhance, and personalize its websites and Services, as well as to analyze usage and performance. Cookies are small files stored on User’s device when User browses the internet and access Regenesys’s websites. Regenesys does not collect personal information without your knowledge; rather, Regenesys records information about how User interacts with the site, which may be recognized during subsequent visits. User may choose to decline or restrict cookies; however, doing so may limit User’s ability to access certain features or pages of the Regenesys websites or Services. Cookies used by Regenesys support essential site functionality, enable requested Services, recognize returning User, support secure transactions, store User preferences, and allow Regenesys to conduct internal analytics, such as monitoring site traffic, User engagement, and email interaction metrics, in order to improve content and User experience. Except for cookies that are strictly necessary to operate the Regenesys websites and Services, cookies are not placed automatically without notice. Where required by applicable law, Regenesys will request your consent before placing non-essential cookies on your device, typically through a banner or similar notification describing their purpose. To reduce repeated consent prompts and ensure uninterrupted browsing, User may configure User device or browser settings to accept Regenesys cookies, or allow Regenesys to remember your cookie preferences. Most web browsers accept cookies by default, but settings may be adjusted at any time. When User accesses third-party websites, integrations, or social media links through the Regenesys websites, those third parties may place their own cookies on User device. Such cookies are governed by the respective third parties’ privacy and cookie policies, and Regenesys does not control or assume responsibility for their use of cookies. Regenesys is not liable for the cookie practices of third parties. For additional information regarding third-party cookies, User should review the applicable cookie or privacy policies maintained by those external providers.
MISCELLANEOUS
No Waiver. Any failure by Regenesys to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Likewise, the failure of Regenesys or User to exercise any right under these Terms shall not be deemed a waiver of that or any other right in the future.
Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity or enforceability of any other provision, and the remaining provisions shall remain in full force and effect.
Modification of Unenforceable Provisions. If any provision of these Terms is determined to be unenforceable or invalid, such provision shall be modified to the minimum extent necessary to reflect the parties’ original intent or, if modification is not possible, eliminated, without affecting the enforceability of the remaining Terms.
Assignment. User may not assign, transfer, or sublicense these Terms, in whole or in part, without the prior written consent of Regenesys. Regenesys may assign or transfer these Terms, in whole or in part, without restriction. Any attempted assignment by User in violation of this section shall be null and void.
Confidentiality. User acknowledges that, in connection with the Services, it may receive or have access to confidential or proprietary information of Regenesys, including without limitation pricing, rate structures, subscription terms, workflows, methodologies, processing techniques, proprietary processes, technical systems, business practices, and non-public information regarding Regenesys’s operations (collectively, “Confidential Information”). User agrees to keep all Confidential Information strictly confidential and to use such Confidential Information solely for purposes of receiving the Services under this Agreement. User shall not disclose, disseminate, or make available any Confidential Information to any third party without Regenesys’s prior written consent, except as required by law. Confidential Information does not include information that (i) is or becomes publicly available through no fault of User, (ii) was lawfully known to User prior to disclosure by Regenesys, or (iii) is independently developed by User without use of or reference to Regenesys’s Confidential Information. User’s confidentiality obligations under this section shall survive termination or expiration of this Agreement.
Marketing & Communications. By creating an account or otherwise using the Services, User expressly consents to receive communications from Regenesys, including transactional, service-related, promotional, and marketing communications, via email, telephone, and SMS text message, using the contact information provided by User. User acknowledges that such communications may include information about Services, features, updates, pricing, promotions, and other marketing or business-related content. User may opt out of marketing communications at any time by following the unsubscribe instructions included in such communications or by contacting Regenesys directly. Opting out of marketing communications will not affect User’s receipt of transactional or service-related communications necessary to provide the Services.
Headings. Section headings in these Terms are included for convenience only and shall not affect the interpretation or legal effect of any provision.
Force Majeure. Regenesys shall not be liable for any failure or delay in performance under these Terms to the extent caused by events beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, civil unrest, epidemics or pandemics, governmental actions, changes in applicable laws or regulations, labor disputes, interruptions in internet or communication services, hosting or platform failures, fire, explosion, or shortages of materials or energy.
Audit Rights. Regenesys may, upon at least thirty (30) days’ prior written notice, audit your compliance with these Terms. Any such audit may include the review and copying of records reasonably related to your use of the Services. Regenesys shall treat all information obtained during an audit as confidential. Audits shall be conducted during normal business hours, in a manner that does not unreasonably disrupt your operations, and under your reasonable supervision. Failure to cooperate with a compliance audit shall constitute a material breach of these Terms, and Regenesys may immediately suspend or terminate your access to the Services. These audit rights are in addition to, and do not limit, any other rights or remedies available to Regenesys under these Terms or applicable law.