This End User License Agreement also known as EULA (“Agreement”) for is between XpertVR Inc. and/or its subsidiaries and affiliates (“XpertVR,” “us,” “our”) and you (“you,” “your”). Review this Agreement carefully as it describes the terms governing your use of the Services (as defined below in Section A. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND REPRESENT THAT YOU ARE AN AUTHORIZED USER AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF YOUR COMPANY, IF APPLICABLE. YOU FURTHER AGREE THAT USE OF ANY XPERTVR OR THIRD PARTY FEATURES, SERVICES OR CONTENT EITHER IN OR ACCESSIBLE THROUGH THE SERVICE SHALL BE SUBJECT TO ANY APPLICABLE XPERTVR AND/OR THIRD PARTY TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT USE THE SERVICE.

GENERAL TERMS
1.1 THE AGREEMENT

This Agreement describes the terms governing your use of the XpertVR software and services provided to you, including all content, updates and new releases (collectively, the “Services”). This Agreement includes by reference:

XpertVR’s Privacy Policy provided to you in the Services available on the website through this link: https://xpertvr.ca/privacy-policy/

Additional Terms and Conditions, which may include those from third parties.

Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

Additionally, you must be a) the legal age of majority in the jurisdiction in which you reside, or b), if you are between the ages of 13 and the legal age of majority, accessing or using our Services with the supervision of a parent or legal guardian who agrees to be bound by the terms and conditions of this Agreement. By accessing or using our Services you agree that:

You are an authorized user;

You can form a binding contract with XpertVR; and

You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.

1.2 YOUR RIGHTS TO USE THE SERVICE

The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by XpertVR. XpertVR reserves all other rights in the Services. Until termination of this Agreement and as long as you comply with this Agreement, XpertVR grants to you a personal, limited, nonexclusive, non transferable, and revocable right and license to use the Services.

You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

Provide access to or give any part of the Services to any third party.

Reproduce, modify, copy, sell, trade, lease, rent, or resell the Services.

Decompile, disassemble, or reverse engineer the Services.

Make the Services available on any file-sharing or application hosting service.

1.3 YOUR PERSONAL INFORMATION

You can view XpertVR’s Privacy Policy on the website for the Services. You agree to the applicable Privacy Policy, and any changes published by XpertVR. You agree that XpertVR may use and maintain your data according to the XpertVR Privacy Statement, as part of the Services. You give XpertVR permission to use non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other XpertVR services. For example, this means that XpertVR may use your and other users’ non-identifiable, aggregated data to improve the Services.

CONTENT AND USE OF THE SERVICES
2.1 RESPONSIBILITY FOR CONTENT AND USE OF THE SERVICES

Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant XpertVR a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. XpertVR is not responsible for any of your Content or data that you submit through the Services.

2.2 RESTRICTED USE OF THE SERVICES

You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following, including but not limited to:

Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;

Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual to the public;

Virus, Trojan horse, worm or other disruptive or harmful software or data; and

Any information, software or Content that you do not own or have the right to use which is not legally yours and without permission from the copyright owner or intellectual property rights owners thereof.

You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of XpertVR or could subject XpertVR to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in XpertVR’s opinion, is prohibited under this Agreement; (v) any other activity that places XpertVR in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an XpertVR system or network or to breach XpertVR’s security or authentication measures, whether by passive or intrusive techniques. XpertVR reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

You shall have no right, title or interest in and to the Service or Software, which rights of ownership will always be held by XpertVR.

XpertVR may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect XpertVR or its customers, or operate the Services properly. XpertVR, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

Our Services contain features designed to interoperate with third-party services. Such Service features depend on those third-party providers continuing to make their services, including their application programming interfaces (“APIs”) where applicable, available for the Services. If any of those third-party service providers ceases to make its applicable services or APIs available on reasonable terms to XpertVR, We may cease providing the corresponding features without entitling you to any refund, credit, or other compensation.

You agree that XpertVR may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant XpertVR a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to XpertVR in any way

ADDITIONAL TERMS
3.1 COMMUNICATIONS

XpertVR may be required by law to send Communications to you that may pertain to the Services or third party products and the use of information you may submit to us. Additionally, certain third party services you choose may require Communications with third parties who administer these programs. You agree that we and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at our website, www.xpertvr.ca. You consent to receive these Communications electronically. The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services or third party services. We may also send Communications to you using the means listed below.

  1. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Services.

If you later decide that you do not want to receive future Communications electronically, please notify us via email at info@xpertvr.com. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Services.

3.2 PASSWORDS

You are responsible for securely managing your password(s) for the Services and to contact XpertVR if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

3.3 DISCLAIMER

YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XPERTVR DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND IN CONNECTION WITH YOUR USE OF THIS SERVICE. NEITHER XPERTVR, ANY XPERTVR AFFILIATE, NOR ANY THIRD PARTY SERVICE OR DATA PROVIDER, LICENSORS, OR DISTRIBUTORS (“REPRESENTATIVES”) MAKE ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR CONDITION OF ANY KIND FOR THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OR CONDITION WITH REGARD TO PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

XPERTVR, ITS AFFILIATES AND REPRESENTATIVES DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

3.4 LIMITATION OF LIABILITY AND INDEMNITY

IN NO EVENT WILL XPERTVR OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PARTY FOR (i) CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST OR DAMAGED DATA, OR OTHER ECONOMIC OR COMMERCIAL LOSS UNDER ANY LEGAL THEORY, EVEN IF XPERTVR OR ITS REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) FOR ANY CLAIM BY ANY OTHER PARTY. WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF XPERTVR, INCLUDING ITS SUBSIDIARIES AND AFFILIATES, RELATING TO THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO FIFTY C.A.D. DOLLARS ($50.00). THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE ABOVE LIMITATIONS ON DAMAGES ARE A FUNDAMENTAL PART OF THE BARGAIN BETWEEN YOU AND XPERTVR, AND YOU UNDERSTAND THAT XPERTVR WOULD NOT HAVE PROVIDED THE SERVICES TO YOU WITHOUT SUCH LIMITATIONS.

You agree to indemnify and hold XpertVR and its Affiliates and Representatives harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). XpertVR reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by XpertVR in the defense of any Claims.

3.5 CHANGES

We reserve the right to modify this Agreement, in our sole discretion, at any time. Such modifications may be posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

3.6 TERMINATION

XpertVR may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable XpertVR policy, or if you no longer agree to receive electronic communications, or if your use of the Services conflicts with XpertVR’s interests or those of another user of the Services. XpertVR further reserves the right to terminate this Agreement at its sole discretion and for any reason with fifteen (15) days’ prior notice. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect XpertVR’s rights to any payments due to it. XpertVR may terminate a free account at any time. Sections which by nature should survive any expiration, termination, or rescission of this Agreement will be continuing obligations of the User.

3.7 GOVERNING LAW

The laws of the Province of Ontario governs this Agreement without regard to its conflict of laws provisions.

3.8 GENERAL

This Agreement, including all services agreements, attachments, exhibits, and scheduled annexed thereto, is the entire agreement between you and XpertVR regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. Any license of or purchase of XpertVR Services and support are made pursuant solely to the terms and conditions of this Agreement. Notwithstanding the content of any purchase order, sales order, sales confirmation, or any other printed or pre-printed document relating to the subject matter herein, the terms and conditions contained in this Agreement shall take precedence over any contract or other document between you and XpertVR, and shall be incorporated by reference into any subsequent purchase order, sales order, or contract, and any conflicting, inconsistent, or additional terms and conditions contained therein shall be null and void. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. You may not assign your rights and obligations under this Agreement, but XpertVR may assign this Agreement, in whole or in part: (a) to a parent or direct or indirect subsidiary; (b) in any acquisition or by operation of law; or (c) to a successor by merger. XpertVR has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, including but not limited to, terms, services, pricing, technical support options, and other product-related policies, at any time upon notice by any means XpertVR determines in its discretion to be reasonable, including posting information concerning such change on any XpertVR website. Your continued use of the Services after XpertVR’s publication of any such changes shall constitute your acceptance of this Agreement as modified.

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