Terms and Conditions

Our terms and conditions are made and effective as of 1st January 2021 (the “Commencement Date”) by and between:

3D-VR LIVE TD, with a registered address at
Charnwood House
2 March Road
Ashton Gate
Bristol BS3 2NA
(“Licensor”)

and

Clients using the 3D-VR LIVE platform
(“Licensee and/or User”)

Whereas:

The 3D-VR LIVE LTD Terms and Conditions govern any Licensee and/or User that wishes to obtain a license for one (1) or more Content Domains to use the 3D-VR Live Platform, Control Center and Cockpit (and its associated services (online and offline), products, software, mobile applications, information, networks, distribution channels, components, APIs, and documentation) to access to or use of the online and hybrid events platform and services generally described at www.3dvrlive.co.uk and the components listed in these Terms and Conditions.

The Terms and Conditions incorporated herein by reference, form a legally binding contract between you ( the ‘Licensee and/or User’) and us (the “Licensor”).

Who these terms apply to:

You are subject to these Terms and Conditions if:

  • You are a “Participant” which is defined as any individual or entity that signs up for, or accesses a 3D-VR LIVE account, or who attends, participates in, or interacts at, an Event. Examples include without limitation, individual Event attendees and speakers
  • You are a “Team Member” which is defined as any individual or entity that is affiliated with the “Host” (see below) and that uses or accesses the services in any way. Examples include without limitation, event managers, agencies, consultants, contractors (such as for A/V services), sponsors, and exhibitors.

The term “Host” refers to the company, entity, institution, organization, or individual who is the public facing “brand” of the virtual or hybrid event (“Event”).

A Host could be a company such as  ‘Jones Ltd’ (fictional name), or an individual such as ‘Mr Jones’ (also fictional) that has entered into a “Contract” agreement with 3D-VR LIVE LTD.

If the Host enters into customer terms with 3D-VR LIVE LTD, it is a direct customer (Licensee and/or User) of 3D-VR LIVE LTD.

If the Host is not a direct customer of 3D-VR LIVE LTD, it typically means that the Host acquired the right to use the Services via a third party (Licensee and/or User), in which case the Host’s use of the Services are governed by its agreement with that Licensee and/or User in addition to our terms and conditions outlined below.

In each case above, the Host is subject to those separate customer and/or reseller or agency (“Licensee and/or User”) terms, and the Host’s Participants and Team Members are subject to these User Terms; provided however that if you are the individual who is both the Host and the named 3D-VR LIVE LTD Licensee and/or User, these User Terms also apply to your use of the account and Services in your capacity as a Team Member.

3D-VR LIVE LTD ’s role

Events are organized and administered by the Licensee and/or User or Host, not 3D-VR LIVE LTD. We are a third party providing the Services and its incorporated technology platforms (the “Platform”) to facilitate an Event taking place. For the purpose of this Agreement, the Services includes the Platform.

We are not responsible and cannot be held liable for any matters described in the Host Responsibility section (below).

Host’s responsibilities

The Host has full control over the running of any Event. This includes the invitee list, when Events are created and how they are configured, and what functionality and third-party integrations are available for use at each Event.

The Host is solely responsible:

  • if an Event is cancelled;
  • for how an Event is run;
  • for ticket and merchandise sales and donation handling;
  • for marketing activities related to the Event;
  • for promotions, contests, and sweepstakes offered in connection with the Event;
  • for informing Participants of any relevant policies and practices and securing agreements and consents with its Participants (e.g., marketing and personal data consents);
  • for any content produced or provided;
  • for any activities carried out during an Event; and
  • for monitoring and managing the conduct of Users.

Please contact the Host directly for any of the above matters. It is solely the Host’s responsibility to respond to and resolve any dispute between the Host and any Participant or Team Member. The Host may also block or revoke a User’s access to its Event at any time and in its sole discretion.

The  3D-VR Live platform (including the 3D Control Center and Conference Cockpit) is an all in one user-friendly system, which combines a central management and events platform to organize and convert media into a standardized format, manage tasks and staff around the globe and to provide a VR application – pre-installed on high-end VR devices – for individually guided face-to-face consultations with single customers or groups (the “3D-VR Live Guide Kit”) and an interactive home application for online use which can be integrated with contact centers and websites (the “3D-VR Live Home App”), the platform is compatible with common VR viewers, such as Google Cardboard. 

and

Licensor is willing to grant to the Licensee and/or User a non-exclusive, non-transferable License to use the asset for the term and specific purpose set forth in their individual Agreement, now, therefore, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:

1. Definitions

1.1
“Agreement" means the License Agreement set in place on acceptance of a 3D-VR LIVE proposal “Contract”.

1.2
“Confidential Information" means information received from or on behalf of the respective Disclosing Party if (1) in either written oral or text form (including electronic files and emails or similar) and (2) whether or not marked as “proprietary”, “confidential” or equivalent, and without limitation, related to either company and their respective subsidiaries, all customer identity information, operating and cost information, financial data, marketing data, contracts, business plans, formulae, graphs, letters, faxes, e-mail documents, drawings, R&D information, designs, engineering information, processing technology and similar documents.

Information shall not be deemed to be Confidential and Proprietary Information if:
the Receiving Party can demonstrate to the reasonable satisfaction of the Disclosing Party to be already in the possession of such information prior to receipt from the Disclosing Party;
or it becomes publicly known and/or generally available in the public domain, otherwise than as a consequence of any act or omission of the Receiving Party or parties who have received it from the Receiving Party;
it is received from a third party and without breach of this Agreement or any confidential relationship of the Disclosing Party;
it is developed or acquired by the Receiving Party independently of anything provided by the Disclosing Party;
it is the subject of a prior written permission to disclose provided by the Disclosing Party; or
it is disclosed in response to a valid order of a competent court or arbitration tribunal (provided, however, that the responding party shall first have given notice to the other party hereto and shall have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued) or is otherwise required to be disclosed by law.

The Party that discloses such Confidential Information shall be referred to as the "Disclosing Party" and the party that receives such Confidential Information shall be referred to as the "Receiving Party".

1.3
“Asset" means the software solution "3D-VR Live " with its management platform

1.4
“Intellectual Property Rights" means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.

1.5
“Party" means a person or business entity who has executed this Agreement

2. Licence Grant

2.1
Licensor grants to the Licensee a non-exclusive, non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement, for the agreed “Contract” period.

2.2
Commencement to start from the date that both parties signed in the  “Contract” agreement.

3. Charges

In consideration of the Licensor providing the License under clause 2 of this License Agreement, the Licensee and/or user agrees to pay Licensor the amount of the License Charge as specified in the agreed “Contract”

4. Licensee’s Obligations

4.1
The Licensee and/or user can only use the Asset for purposes directly related to its own brand. The Licensee and/or user must not use the asset for brands of sister or holding companies unless agreed as part of the “Contract” agreement.

4.2
The Licensee and/or user may permit its employees and consultants to use the Asset provided that the Licensee and/or user takes all necessary steps and imposes the necessary conditions to ensure that all employees and consultants using the Asset do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.

4.3
The Licensee and/or user will not distribute, sell, License or sub-License, let, trade or expose for sale the Asset to a third party without prior authorisation of the Licensor, if set out in any agreed “Contract” agreement.

4.4
No copies of the Asset are to be made other than as expressly approved by Licensor.

4.5
No changes to the Asset or its content may be made by Licensee and/or user.

4.6
Licensee and/or user shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.

5. Intellectual Property Rights

All Intellectual Property Rights over and in respect to the Asset are owned by Licensor. The Licensee and/or user does not acquire any rights of ownership in the Asset.

6. Limitation of Liability

The Licensee and/or user acknowledges and agrees that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee and/or user or its employees; and Licensee and/or user hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.

In any case Licensors liability is always limited to the total amount paid by Licensee and/or user during the period of the agreed “Contract”. We do not cover any contract liabilities in the U.S.A or Canada.

7. Confidentiality

7.1      
Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.

7.2
Neither Party may disclose the content of this agreement.

7.3
Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:

  • is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
  • was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

7.4      
This clause 7 will survive termination of this Agreement.

8. Disclaimers & Release

8.1
To the extent permitted by law, Licensor will in no way be liable to the Licensee and/or user or any third party (Host) for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.

8.2
The Asset is provided by the Licensor on an “as is" basis.

8.3
Licensor will not be held liable by the Licensee and/or user in any way, for any loss, damage or injury suffered by the Licensee and/or user or by any other person related to any use of the Asset or any part thereof.

8.4
Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with Licensee and/or user computer programs.

8.5
Licensor does not warrant that the Asset will function in any environment.

8.6
The Licensee and/or user acknowledges that:

  • The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee and/or user; and
  • it is therefore the responsibility of the Licensee and/or user to ensure that the Asset meets its own individual requirements.

8.7
To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.

9. Indemnity

9.1
The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:

  • Claims related to privacy violations for content uploaded and used within the 3D-VR LIVE platform
  • Licensee’s and Licensee’s employee’s use or reliance on the Asset
  • any breach of the terms of this License Agreement by the Licensee or any Licensee employee,
  • any other negligent act of Licensee

Except to the extent such claims, demands, actions, suits, expenses and damages are the result of Licensor or its employees acts or omissions, in which case Licensee shall have no obligation to indemnify, defend or hold harmless Licensor. 

9.2
This clause 9 will survive termination of this Agreement.

10. Waiver

Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.

11. Governing Law

This Agreement shall be governed and construed in accordance with the laws of England and Wales and all disputes arising out of connection or in connection with the present agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved, to the exclusion of the ordinary courts by an arbitral tribunal composed of three arbitrators in accordance with International Arbitration Rules.

12. Term & Termination

12.1
This Agreement and the License granted herein commences upon the Commencement Date and is granted for the Term as specified in the “Contract”, unless otherwise terminated by either Party in the event of any of the following:

  • if either Party is in breach of any term of this License Agreement and has not corrected such breach to the other Party’s reasonable satisfaction within 30 days of  notice of the same;
  • if either Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or
  • either Party is in breach of clause 5 or 7 of this Agreement.

12.2
The first agreement Term lasts for the duration set out in the accepted “Contract” and will automatically renew at the end of each term for a further term of 1 year unless either party gives the other written notice of termination at least 60 days prior to the end of the relevant term (should the accepted “Contract” refer to an annual licence). Should the accepted “Contract” refer to a single or pre-agreed series of events, the agreement term will automatically terminate at the end of the agreed “Contract” period.

12.3
Termination under this clause shall not affect any other rights or remedies Licensor may have unless termination is a result of Licensor’s breach or insolvency, in which case the License fee shall be prorated up to the date of termination and any balance refunded to Licensee within ten (10) business days.

13. Licence Fee

13.1
In consideration for the License grant described in Agreed “Contract”, the Licensor shall invoice the Licensee all fees as set out the agreed “Contract”.

Beside an unlimited usage of the management platform the license also includes streaming traffic volume of 1 TB / month. Streaming traffic is defined as download traffic to get new or modified video content onto the endpoints as well as streaming volume for the end user sessions.

Each further TB per month will be charged at £300.

13.2
All payments have to be made to the bank account indicated on the invoice.

13.3
Licensor reserves the right to terminate/block access to the Asset in case of delayed payments.

14. Assignment

Neither Party shall assign any rights of this License Agreement, without the prior written consent of the other Party.

15. Notices

All notices required under this Agreement shall be in writing and shall be deemed given (i) when delivered personally; (ii) ten (10) days after mailing, when sent by certified mail, return receipt requested and postage prepaid; or (iii) two (2) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid. All notices given by either Party must be sent to the address of the other as first written above (unless otherwise changed by written notice).

16. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

17. Severability

The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

18. Final Regulation

These terms and conditions contain the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, these terms and conditions  may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

3D-VRLiVE