VRCOLLAB END USER LICENSE AGREEMENT

VRCOLLAB END USER LICENSE AGREEMENT (“AGREEMENT”)

VERSION AUGUST 29, 2017

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BY SELECTING “AGREE”, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THE SAME.  PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY SELECTING “AGREE” YOU ARE ALSO DECLARING THAT YOU ARE AN INDIVIDUAL WHO IS AT LEAST 18 YEARS OLD AND YOU HAVE FULL LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT.

For purposes of this Agreement, “you” and “your” means you as an individual user of the Software. If you use the Software on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) your entity is legally and financially responsible for your use of the Services as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors.

LICENSE GRANT During the Term (as defined below) and subject to the terms and conditions of this Agreement, VRcollab Pte. Ltd.(“Licensor” or “VRcollab”) hereby grants you a revocable, non-exclusive, non-transferable (except as otherwise provided herein), non-sublicensable, limited license to (1) install and use the Software on up to one computer or mobile devices owned or controlled by you (as applicable), (2) use any accompanying Documentation provided by Licensor, and (3) use the Services, in each case solely in support of your business (and not for resale) and solely for use with the specified hardware and systems.  All rights not expressly set forth in this Agreement are reserved by Licensor.

14 DAY FREE TRIAL By selecting “Agree” and downloading the Software, you are eligible for a 14 day free trial (“Trial”), such period will run 14 days from the date you download the Software. During the Trial, all the terms and conditions of this Agreement apply, except for any provisions requiring the payment of fees. At the end of the 14 day period, you will no longer have access to any data you entered into the VRcollab Software and any organization of such data you made using the VRcollab Software may be lost unless you upgrade to a premium account prior to the expiration of the Trial period or within 30 days thereafter. Licensor may terminate the Trial at any time by giving written notice to you.

THIS AGREEMENT INCLUDES (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST VRCOLLAB; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST VRCOLLAB THAT MAY ARISE OUT OF YOUR USE OF THE SOFTWARE, SERVICES OR DOCUMENTATION. BY SELECTING “AGREE” OR USING THE SOFTWARE, DOCUMENTATION OR SERVICES, YOU AGREE TO THESE PROVISIONS.

GENERAL TERMS OF USE

SOFTWARE.

“Software” or “VRcollab Software” means the VRcollab software programs made available by Licensor, as updated or modified in Licensor’s sole discretion. The Software may automatically download and install upgrades, updates or other new features. ”Documentation” means online published user manuals or other documentation that Licensor makes publicly available for use with the Software.

HARDWARE LIMITATIONS AND SYSTEM COMPATIBILITY.

In all cases, you are responsible for obtaining and supplying the hardware necessary to exploit the VRcollab Software, and Licensor has no obligation to provide any hardware or support service for hardware.

For VRcollab Software: The Software (and any accompanying documentation) is licensed or provided only for use with the following hardware: HTC VIVE HARDWARE. The Software is licensed for use only with the systems identified by Licensor at http://vrcollab.com/faq/, under Hardware, as such list may be updated from time to time.

OWNERSHIP.

You agree and understand that this is a license agreement and not an agreement for sale, and that all right, title and interest, including all intellectual property rights, in and to the Software and Documentation are owned and reserved by Licensor or are licensed to Licensor by a third party. No license or other right of any kind is granted to you except as expressly provided in this Agreement.  Nothing in this Agreement shall be construed as conferring any license or right with respect to any of Licensor’s trademarks, trade names or brand names in any way.

YOUR CONTENT.

Ownership: You maintain ownership of and responsibility for the following while using the Software: (1) your files, designs, models, images or similar material or information submitted or transmitted to, or stored or otherwise used in connection with the Software by you, and (2) your specific output generated by the Software, if any, based on any of the foregoing (collectively, “Content”).  By creating, submitting or transmitting to, posting or otherwise making your Content available to VRcollab and/or others, you acknowledge and agree that (1) you have sole responsibility for the accuracy quality, integrity, legality, reliability, and appropriateness of your Content, (2) you will evaluate and bear all risks associated with your Content, and (3) under no circumstances will VRcollab and/or its affiliates, agents and licensors and each of their respective officers, directors, and employees be liable in any way for your Content as you transmit or otherwise use it, including but not limited to any errors or omissions.

Availability and Security: While VRcollab will use commercially reasonable efforts to provide you with continuous access to the Software and Services, VRcollab does not guarantee that your Content, the Software or the Services will be available or useable by you at all times during the Term or following the termination of your subscription. VRcollab understands that the security of your personal information and projects is important. We provide reasonable administrative, technical, and physical security controls to protect your personal information and data. However, like all companies, we cannot guard against all techniques used to breach our security measures and those of our third-party providers, and we, or our third-party providers, may experience security breaches in which your information and data is maliciously accessed, disclosed or used.

VRcollab Access: VRcollab personnel will not access Content that you have not made publicly accessible except (1) as part of providing, maintaining, securing or modifying the Software for you and/or other users, (2) via automated tools intended to address or prevent a service, support or technical issue, (3) at your request or with your consent given to VRcollab’s technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, (4) in connection with legal obligations or proceedings as described below, or (5) as otherwise described in VRcollab’s Privacy Policy.

Confidentiality: VRcollab may disclose your Confidential Information if it is compelled by law to do so, provided that VRcollab gives you prior notice of such compelled disclosure (to the extent legally permitted). You agree and acknowledge that VRcollab may access and disclose your Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving VRcollab and/or its affiliates, agents, licensors and each of their respective officers, directors and employees, or at your request. If disclosure is made at your request, you may be responsible for the cost of compiling and providing access to such Content.

Legal Disclosure: VRcollab will consider your Content to constitute confidential information, with the exception of any such Content that (1) is or becomes generally known to the public without VRcollab’s breach of this Agreement, (2) was known to VRcollab prior to its disclosure by you without breach of any obligation owed to you, (3) is received from a third party without breach of any obligation owed to you, or (4) was independently developed by VRcollab (“Licensee Confidential Information”). In hosting and otherwise using Licensee Confidential Information, VRcollab will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees (1) not to use any Licensee Confidential Information for any purpose outside the scope of this Agreement and the Privacy Policy, and (2) except as you otherwise permit in writing, to limit access to Licensee Confidential Information to those of VRcollab’s and employees, contractors, service providers and agents who need such access for purposes consistent with this Agreement, and who are subject to confidentiality obligations with VRcollab containing protections no less stringent than those herein.

Intellectual Property: In your use of the Software, you agree to respect others’ intellectual property and other rights. In particular, you will not upload, submit or otherwise transmit any Content that: (1) infringes or otherwise violates any patent, trademark, trade secret, copyright or other proprietary right of any person or entity; (2) you do not have a right to transmit under any other law or contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or other nondisclosure agreements).

Hardware; Passwords: You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Software.  You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of the Software.  You are fully and solely responsible for all activities that occur on the Software under your Passwords.

USAGE RESTRICTIONS.

You shall not, nor may you assist anyone else to (as applicable):

  • Copy, alter, modify, adapt, translate or create derivative works of the Software or Documentation, or attempt the same;
  • Reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of the Software or create derivative works, compilations, or collective works thereof, or attempt the same;
  • Allow unauthorized access to, or use of, the Software;
  • Use any robot, spider, scraper or other automated means to access the Software, or use any data mining, data gathering or extraction method;
  • Upload, post email or otherwise send or transmit any material, including any software viruses or other computer code, files or programs, designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Software;
  • Use the Software in any unauthorized or inappropriate way whatsoever, as determined in VRcollab’s reasonable judgment, including but not limited to, by trespass or burdening network capacity;
  • Post for public viewing Content that violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability, or that is in VRcollab’s sole judgement defamatory, vulgar, obscene, libelous, objectionable or inappropriate, or likely to promote illegal, harmful or objectionable activities;
  • Use the Software for any illegal or improper purpose; or
  • Lend or sell the Software to any third party, except as expressly provided herein.

Device Restrictions and Other Users: This Agreement entitles you to install up to two copies of the Software onto (i) a hard disk or other storage device of a computer, and/or (ii) a mobile device, as applicable. Notwithstanding anything to the contrary in this Agreement, each instance of the Software is for a single user only, unless otherwise expressly provided by VRcollab in an Enterprise License. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You acknowledge and agree that you are responsible for any acts of such other user with respect to the Software or Documentation.

MOBILE APPLICATION THIRD PARTY TERMS.

Mobile Software from Apple App store: The following terms and conditions apply to you only if you are using the Software from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to Software/App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and VRcollab, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement. You and VRcollab acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and VRcollab acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, VRcollab, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You must comply with applicable third party terms of agreement when using the App. You and VRcollab acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

Mobile Software from Google Play store: If you acquire the Software from Google, Pte. Ltd. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms), and the other terms and conditions in this Agreement, the Google Play Terms shall apply with respect to your use of any App that you acquire from Google Play. VRcollab and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by VRcollab or you (or any other user) under this Agreement or the Google Play Terms.

SUBSCRIPTIONS.

General: The subscription you select in your online account will cover all licenses for computers and mobile devices owned or controlled by You (or otherwise indicated by you) on which you download the Software.

Ongoing Nature of Subscription: Your free or paid VRcollab subscription will automatically continue (month-to-month for a monthly paid subscription, year-to-year in the case of an annual paid subscription), for the Term, as selected by you in your online account.  You must have Internet access and provide VRcollab with a current, valid accepted method of payment (as it may be updated from time to time, “Payment Method”) in order to purchase and use a paid subscription.  VRcollab will bill your subscription fees to your Payment Method.  To downgrade or cancel your subscription, email [email protected] or before it automatically renews in order to avoid billing of the next period’s subscription fees to your Payment Method.

Differing Subscriptions: VRcollab may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations.  The terms of your subscription will be disclosed at the time you sign up or in other communications made available to you.  You can find specific details regarding your subscription within your account profile at VRcollab’s user platform. VRcollab reserves the right to modify, terminate or otherwise amend our subscription plans at any time, in our sole and absolute discretion.

BILLING.

Recurring Billing: By starting your paid VRcollab subscription and providing or designating a Payment Method, you authorize VRcollab to charge you a subscription fee at the then current rate, and any other charges you may incur in connection with your use of the VRcollab Software to your Payment Method.  You acknowledge that the amount billed each period may vary for reasons that may include promotional offers, and/or changing a plan, and you authorize VRcollab to charge your Payment Method for such varying amounts, which may be billed in one or more charges.

VRcollab reserve the right to adjust pricing for the VRcollab Software or any components thereof in any manner and at any time as VRcollab may determine in our sole and absolute discretion.  Any price changes to your subscription will take effect following notice to you provided via email or notification within VRcollab’s Software, and if you do not wish to continue your subscription, you may cancel in accordance with the termination provisions below.

Billing Cycle: The subscription fee for the VRcollab Software will be billed at the beginning of your paid subscription period and each month or year on the corresponding date thereafter (as applicable), except as provided below under “Enterprise Subscriptions,” unless and until you downgrade to a free subscription or cancel your subscription. VRcollab automatically bills your Payment Method each period on the calendar day corresponding to the to the commencement of your paid subscription.   VRcollab reserves the right to change the timing of our billing as indicated below if your Payment Method has not successfully settled.  In the event your paid subscription began on a day not contained in a given month or year, VRcollab will bill your Payment Method on an alternative day in the applicable month or year as VRcollab deems appropriate.  For example, if you started a paid monthly subscription on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. VRcollab may authorize your Payment Method in anticipation of subscription or other changes.  As used in this Agreement, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method.

Refunds and Credits: PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS.   At any time, and for any reason, VRcollab may provide a refund, discount, or other consideration to any or all of our subscribers (“credits”).  The amount and form of such credits, and the decision to provide them, are at VRcollab’s sole and absolute discretion.  The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate VRcollab to provide credits in the future under any circumstances.

Taxes: You shall be responsible for paying all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of your paid use of the Software under this Agreement, excluding income taxes on the net profits of VRcollab.  You shall reimburse VRcollab for the amount of any such taxes or duties paid or incurred directly by VRcollab as a result of such paid use, and you agree that VRcollab may charge any such reimbursable taxes to your Payment Method.

Payment Methods: You may edit your Payment Method information by signing in to your account at VRcollab’s user platform.  If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or downgrade or cancel your subscription, you remain responsible for any uncollected amounts and authorize VRcollab to continue billing the Payment Method, as it may be updated.  This may result in a change to your payment billing dates.  For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges.  Check with your Payment Method service provider for details.

ENTERPRISE LICENSING / BILLING.

If an entity or individual you are employed by or otherwise affiliated with directly enters into an agreement with VRcollab regarding the use and licensing of the Software (an “Enterprise License”) and such person elects to assume your subscription, you will no longer have any payment obligations under this Agreement and the terms regarding billing and payment in such Enterprise License shall supersede the device restriction and billing and payment terms contained herein. Other than such terms, your obligations and the terms of this Agreement will remain unaffected.

SUPPORT SERVICES.

Licensor will provide basic technical support services for the Software, which shall consist of email support and file integrations.

  • Email support is available at [email protected] and will be monitored from 9:00AM to 5:00PM, Monday through Friday, Singapore local time. Best efforts will be made to respond as soon as possible, but in any event no more than one week from the date the email was received.
  • File integrations for specified formats:
    • For VRcollab Software: Revit, SketchUp

 

Additional support services are available for additional fees. Please contact Licensor to inquire about adding additional support features to your subscription. In addition, if additional support services are selected in an Enterprise License applicable to your account, you will be entitled to use such support services under the terms of such Enterprise License.

 

CONFIDENTIALITY.

You acknowledge that the Software and Documentation, as well as the performance of the Software, are proprietary in nature and contain valuable confidential information developed or acquired at great expense.  You also acknowledge that Licensor may provide to you information that Licensor has identified as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential.  Such information, the Software and Documentation, and any non-public business, marketing, technical, scientific or other information disclosed by Licensor are collectively referred to as “Licensor Confidential Information.”  You shall retain in confidence and not disclose the Licensor Confidential Information and will make no use of the Licensor Confidential Information except as provided under, and during the Term.  Notwithstanding termination of this Agreement, your obligations under this Section remain in effect until, and to the extent that, Confidential Information is made publicly available by Licensor without restriction.

FEEDBACK.

If you choose to provide VRcollab with ideas, suggestions, improvements, documents, proposals and/or other feedback with respect to VRcollab’s Software or Documentation (including but not limited to problems and errors encountered in using the Software, and ideas for enhancements of the Software), VRcollab shall be free to use such materials in any manner and for any purpose (including, without limitation, incorporation in VRcollab’s products, services and advertising and marketing materials, and developing and marketing products and services) without liability or compensation to you or restriction of any kind. You hereby assign to Licensor all right, title, and interest therein and to any other similar work created by you and derived from your access to the Confidential Information or Software including, without limitation, all patent, copyright, trade secret, trademark, moral right or other intellectual property rights.

TESTING.

VRcollab continually updates the Software.  In addition, VRcollab continually tests various aspects of the Software, including VRcollab’s website, user interfaces, service levels, plans, promotional features, and delivery.  VRcollab may, include you in or exclude you from these tests without notice.  VRcollab reserves the right, in our sole and absolute discretion, to make changes to the Software from time to time and without notice in how VRcollab offers and operates our business. You agree that upon notice, you will update or make any other changes to the Software, as indicated by Licensor.

SUSPENSION OF SERVICE.

Your access to, and use of, the Software may be suspended temporarily for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion, or all, of the Software for any reason, including as a result of power outages, system, or Internet failures or other interruptions.  VRcollab also reserve the right to suspend your subscription anytime with or without notification in order to protect VRcollab and you from what VRcollab believes to be fraudulent activities, or in other extraordinary emergency circumstances.  VRcollab is not obligated to credit or discount a paid subscription for holds placed on it by either a representative of VRcollab or by our automated processes.

DISCLAIMER OF WARRANTIES.

THE SERVICES, SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT. YOU BEAR ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION.  LICENSOR MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THEY WILL MEET YOUR REQUIREMENTS. Furthermore, VRcollab is not responsible for delays, delivery failures, or any other unavailability, loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet.  It is acknowledged that the Services and Software may be subject to limitations, delays, and other problems inherent in the use of the Internet, servers that are hosted by third party providers, and such related network and communications infrastructure.

LIMITATION OF LIABILITY.

IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL LICENSOR’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE AMOUNTS PAID TO LICENSOR BY YOU UNDER THIS AGREEMENT. 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 this Agreement would be substantially different.   You agree that such limitations are fair and reasonable in light of the terms under which the Software is being made available to you.  This limitation will apply even if any remedy stated herein is found to have failed of its essential purpose.

THIRD PARTY SOFTWARE.

Certain third party software and components (“Third Party Software”) may be provided or made available by Licensor or third parties in connection with your use of the Software. You agree that Licensor will not be responsible or liable for Third Party Software, the acts or omissions of third parties, or any loss or damage occurred as a result of the use of any of the above. You should make whatever investigation it feels necessary or appropriate before proceeding with any use of such Third Party Software.

TERM AND TERMINATION.

This Agreement commences on the date you accept it and will remain in effect until you elect to terminate your subscription, or VRcollab terminates your access (“Term”).  Notwithstanding the foregoing, if you used the Software prior to the date you accepted this Agreement, you hereby acknowledge and agree that this agreement commenced on the date you first used the Software.

Termination by VRcollab: VRcollab shall be entitled to suspend, terminate, or limit your access to the Software at any time, with our without notice, if you breach any term of this Agreement, or if you facilitate or encourage any violation of this agreement.  Upon termination of this Agreement, you shall make no further use of the Software or Documentation.  Termination of this Agreement shall not affect any obligations accrued prior thereto.  You understand that any termination of the Software by VRcollab may involve deletion of your Content associated therewith.  VRcollab will not have any liability whatsoever to you for any suspension or termination, including deletion of your Content.

Termination by You: If you want to cancel your subscription, you may do so by emailing [email protected], Monday through Friday, Singapore local time. If you cancel your subscription, you will have no further payment obligations hereunder (provided that prepaid fees will not be refunded) and you will have access to the Software and your Content for the remainder of the applicable subscription term in which you terminate, and any authorized users of your account will also be able to view Content you have shared with them, during which time your use of the Software and Services will still be subject to this Agreement. Upon the termination of your subscription term, you will no longer be authorized to access your account or Content, or use the Software or the Documentation, and VRcollab may (at its option) retain or permanently delete your account information and Content that you have not removed prior to your cancellation unless you contact us at [email protected] and request full deletion of your account. We will not share your Content or personal information (except as provided by our Privacy Policy), but your information may persist in backup copies for a reasonable amount of time thereafter in accordance with VRcollab’s data management policies and practices (but will not be available to others) unless you contact us as indicated above.

Survival: All provisions of this Agreement which by their nature should survive, shall survive termination of this Agreement, including without limitation warranty disclaimers and limitation of liability.

INDEMNIFICATION.

You acknowledge that by providing You the Software and the Documentation, Licensor does not assume any responsibility or liability for any risks associated with personal injury or injury to your business.  Accordingly, you shall defend, indemnify and hold harmless Licensor and its officers, directors, employees and representatives from and against all claims by third parties arising out of or relating in any way to the conduct of your business or the use of or inability to use the Software and/or the Documentation, and all associated losses, costs, damages, and settlements, including reasonable legal fees and expenses.  In the event of a claim in respect of which Licensor seeks indemnification from you, Licensor 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.

NOTICES.

All notices in connection with this Agreement shall be deemed given (i) on the day received by the other party when sent by email, (ii) five days after being deposited in the mail, postage prepaid, certified or registered, return receipt requested, or (iii) one day after being sent by overnight courier, charges prepaid, with a confirming fax.  Notices to you will be sent to the email address that you provide when you sign up with Licensor to receive the Software or to such other address as you may provide to Licensor from time to time in writing.  Notices to Licensor should be sent by email to [email protected], by mail to VRcollab Pte. Ltd., 71 Ayer Rajah Crescent, #04-12, Singapore 139951, or to such other address as Licensor may provide to you from time to time.

LEGAL COMPLIANCE AND EXPORT.

You represent and warrant that (i) you are not located in a country that is subject to a Singapore Government embargo, or that has been designated by the Singapore government as a “terrorist supporting” country, and (ii) you are not listed on any SIngapore government list of prohibited or restricted parties.

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You agree to comply fully with all laws and regulations of the Singapore and other countries (“Export Laws”) to assure that neither the Software nor Documentation are (1) exported, directly or indirectly, in violation of Export Laws, or (2) used for any purpose prohibited by Export Laws.

MILITARY AND SINGAPORE GOVERNMENT RESTRICTIONS.

The Software and Documentation may not be used by the Singapore or by any governmental entity or military organization in any jurisdiction without express prior written consent from Licensor.

ACKNOWLEDGMENT.

THIS AGREEMENT AND VRCOLLAB’S PRIVACY POLICY CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.   Licensor may update the terms and conditions contained herein from time to time at its discretion upon notice to you. We will provide notice of such changes by posting updated Terms of Use on our website and either posting a notification on our online web portal or sending a notification to the email address you have provided to us. By continuing to use the Software you will be deemed to have accepted any changes to this Agreement or the Software.

ARBITRATION AND CLASS ACTION WAIVER.

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.

Informal Process First: You agree that in the event of any dispute between you and VRcollab, you will first contact VRcollab and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

Arbitration Agreement: After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of VRcollab’s services and/or products, including the Services and Software, or relating in any way to the communications between you and VRcollab or any other user of the Services or Software, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and VRcollab. However, this arbitration agreement does not govern any Claim by VRcollab for infringement of its intellectual property or access to the Software or Service that is unauthorized or exceeds authorization granted in this Agreement. If you are an individual you may opt out of this arbitration agreement within thirty (30) days of the first of the date you access or use the Software or Services by following the procedure described below.

Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolve by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the INTERNATIONAL ARBITRATION ACT (CHAPTER 143A) governs the interpretation and enforcement of this provision, and that you and VRcollab are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of this Agreement.

If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to 71 Ayer Rajah Crescent, #04-12, Singapore 139951.

The number of arbitrators will be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Singapore or at another mutually agreed location. The arbitration will be conducted in the English language. Singapore law will apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration and arbitrator fees will be governed by the IAA’s rules. If you are an individual and have not accessed or used the Software or Service on behalf of an entity, we will reimburse those fees for claims totaling less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

If you do not want to arbitrate disputes with VRcollab and you are an individual, you may opt out of this arbitration agreement by sending an email to [email protected] within thirty (30) days of the first of the date you download the Software.

Class Action Waiver: Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and VRcollab each waive any right to a arbitrary trial.

COPYRIGHT POLICY / SINGAPORE DIGITAL COPYRIGHT ACT.

Anyone who believes that his or her work has been reproduced in the Software or Service in a manner which constitutes copyright infringement may submit a notification to VRcollab’s copyright agent in accordance with the Singapore Digital Copyright Act, by providing the following information in writing:

  • identification of the copyrighted work that is claimed to be infringed;
  • identification of the allegedly infringing material that is requested to be removed, including an identification of any related user;
  • information for our copyright agent to contact you, such as an address, telephone number, and, if available, e-mail address;
  • a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
  • a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
  • a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

If you are asserting infringement of an intellectual property right other than copyright, please specify the intellectual property right at issue (for example, trademark) by notating this in your written notice. You acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above, your Singapore Digital Copyright Act notice may not be valid.

Notices of copyright infringement claims should be sent by mail to: VRcollab Pte. Ltd., Attn: Legal, 71 Ayer Rajah Crescent, #04-12, Singapore 139951; or by email to [email protected] VRcollab will respond expeditiously to claims of copyright infringement using the Service that are reported to VRcollab’s copyright agent in the notification explained above. It is VRcollab’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

If you believe that your Content that was removed (or to which access was disabled) after we received a notice of copyright infringement is not actually infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post or use the content in your Content, you may send a counter-notice containing the following information to VRcollab’s Copyright Agent: (1) your physical or electronic signature (with your full legal name); (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief, under penalty of perjury, that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided the original notification of the alleged infringement. If a counter-notice is received by VRcollab’s Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten business days or more after receipt of the counter-notice, at VRcollab’s sole discretion.

Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process.

 

MISCELLANEOUS.

Waiver: A waiver of any default is not a waiver of any subsequent default.

Assignment: You may not assign or otherwise transfer this Agreement or any of your rights hereunder without Licensor’s prior written consent, and any such attempt is null and void.  Licensor may freely assign this Agreement without your consent in connection with the sale, assignment or other transfer of the Software or its business to which this Agreement relates. This Agreement is binding upon and is for the benefit of the respective successors and assigns of the parties.

Relationship of Parties: The relationship between you and Licensor is that of independent contractors.  This Agreement is between Licensor and you, and no third party is a party to this Agreement.

Severability: If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

 

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