YouVR Subscription agreement

THIS SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) IS AN AGREEMENT BETWEEN USERS OF THE YouVR INC. SERVICES AND PLATFORM (“CUSTOMER” / “YOU” / “USER”) AND YouVR INC. (“YouVR” / "WE" / "US", TOGETHER WITH CUSTOMER, THE “PARTIES” AND EACH, A “PARTY”). THIS AGREEMENT GOVERNS THE TERMS AND CONDITIONS PURSUANT TO WHICH YOU MAY ACCESS AND USE THE YouVR PLATFORM AND SERVICES. THE AGREEMENT IS ENTERED INTO AS OF THE DATE THAT YOU FIRST CONSENT TO THE TERMS OF THIS AGREEMENT OR ACCESS THE YouVR PLATFORM (THE “EFFECTIVE DATE”).

BY CHECKING THE CONSENT BOX, OR BY ACCESSING OR USING THE YouVR PLATFORM OR SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT AND, FOR GOOD AND VALUABLE CONSIDERATION, AGREES TO BE BOUND BY THE TERMS OF THE AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT REGISTER FOR AN ACCOUNT OR USE THE YouVR PLATFORM OR ANY OF ITS CONTENT OR SERVICES. THESE TERMS MAY BE AMENDED OR UPDATED BY YouVR FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF THE AGREEMENT MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE. SHOULD YOU NOT AGREE TO THESE TERMS OR ANY AMENDMENTS THEREOF, YOUR ONLY REMEDY IS TO DISCONTINUE USE OF THE YouVR PLATFORM AND SERVICES IN ACCORDANCE TO THE TERMINATION CONDITIONS SET FORTH IN THIS AGREEMENT.

1. Definitions.

Agreement

has the meaning set out in the introductory paragraph of this Agreement.

Confidential and Proprietary Information

shall have the meaning described in section 10 of this Agreement

Customer Data

means any images, photographs, electronic files or other information submitted by the Customer to YouVR in connection with the Services.

Deliverables

means any image, video, photograph, virtual tour, presentation or any other materials prepared or created for Customer by YouVR through the use of the YouVR Platform in connection with the Services.

Documentation

means any informational materials, tutorials and guidelines, user manuals, and/or reference or training instructions provided by YouVR to the Customer to facilitate Customer use of the Services.

Effective Date

means the date set out in the “Agreement Details” section of the chart at the beginning of this Agreement.

Offering

means, collectively, the Platform and the Services.

Personal Information

means personally identifiable information such as a name, address, email address, credit card information, date of birth and gender.

Platform

means, collectively, the Website and all systems of YouVR, including YouVR's proprietary software, YouVR's YouVR's third-party suppliers that are used in the provision of the Services.

Services

means the process through which YouVR utilizes the Platform to convert image files and other Customer Data provided by the Customers into the Deliverables, and the hosting service provided by YouVR which enables access to the Deliverables over the Internet.

Subscription Fee

means a periodic fee payable at the start of each Term in connection with Customer’s ongoing access to and use of the Services.

Website

means, collectively, the YouVR website located at www.youvr.io, any subdomains thereof, and other domain which hosts content related to the Offering.

Term

means the term of this Agreement consisting of the Initial Term and includes any subsequent renewals and extensions provided for in this Agreement.

User

has the meaning ascribed to that term in subsection 6(a) of this Agreement.

2. Services.

(a) Provision of the Services. Conditional on Customer: (i) using commercially reasonable efforts to cooperate with the reasonable requests of YouVR; (ii) complying with the technical requirements and YouVR formatting guidelines for creating image files and uploading image files, as may be provided in the Documentation and (iii) providing YouVR with access to Customer Data and any required third party data (and obtaining all required third party consents in respect of such access). YouVR will use commercially reasonable efforts to provide the Services to Customer on the terms and conditions set out in this Agreement. Customer shall not use the Service for any purposes other than those described in this Agreement.

(b) Provisioning of the Platform. YouVR will use commercially reasonable efforts to: make the YouVR Platform available 24 hours a day, 7 days a week, with minimal downtime; except for: (1) planned downtime for maintenance and scheduled upgrades (which may alter the functionality of the Platform); and (2) unavailability caused by circumstances beyond YouVR's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service provider failures or delays, or the unavailability of any third-party provided services.

(c) No Responsibility for Data Storage and Backup. YouVR does not guarantee that the Platform will provide backups of any Customer Data stored on it. It is Customer’s responsibility to backup onto Customer’s own local system all Customer Data, including all data, files and records that Customer submits to YouVR.

3. License Grants.

(a) License Grants by YouVR. Subject to the terms and conditions of this Agreement and Customer’s compliance therewith, YouVR grants to Customer: (i) a revocable, non-exclusive, non-transferable license during the Term to access and use the Platform over the Internet in connection with receiving the Services in accordance with this Agreement; and, (ii) a limited, revocable, perpetual, non-exclusive, non-transferrable, royalty-free, fully paid-up worldwide license to use, and access any Deliverables that are provided by YouVR to Customer pursuant to this Agreement, in each case solely for Customer’s business purposes. License to the Deliverables extends only to Customer right to embed link to the Deliverables in Customer website, not to download or otherwise replicate Deliverables.

(b) License Revocation by YouVR. YouVR reserves the right to revoke the license to access and use the Deliverables and the Platform for any Customer breach of any term of the Agreement, including, but not limited to:

• (i) Failure to Pay Subscription Fees. If Customer fails to pay subscription fees on the date such fees become due, and the Customer has not notified YouVR of an intention to terminate the Agreement in accordance of the Termination conditions set forth in this Agreement, YouVR may revoke Customer license to any and all Deliverables already produced by YouVR and delivered to Customer, and may revoke Customer access to the Platform;
• (ii) Copying or Reproducing Deliverables. YouVR retains the right to revoke Customer license to Deliverables if Customer downloads or copies and stores any Deliverables, or , unless specifically permitted as a function of the Platform, or with prior written consent by YouVR

(c) License Grant by Customer. Customer grants to YouVR a transferrable, royalty-free, fully paid, worldwide license to copy, use, reproduce, modify, develop, access, collect, store and use and otherwise exploit the Customer Data.

4. Reservation of Rights.

(a) Rights Reserved by YouVR. YouVR expressly reserves all rights in the YouVR Services, Platform, Deliverables, and all other materials provided by YouVR (“YouVR Property”) that are not specifically granted or licensed to Customer pursuant to the Terms of this Agreement. All right, title and interest in the YouVR Property including the Deliverables, as well as any update, modification, adaptation, translation, customization of Deliverables thereof and all intellectual property rights therein will remain with YouVR (or YouVR's third party suppliers, as applicable). YouVR Property is licensed on a subscription basis on the terms and conditions of this Agreement and not “sold” to Customer.

(b) Rights Reserved by Customer. Customer expressly reserves all rights in Customer Data uploaded or transmitted to the Platform, subject to the license that Customer grants YouVR in accordance with the provisions of this Agreement, and provided that Customer does not acquire any intellectual property rights in the Services, the Platform or any elements of any of the foregoing.

5. Privacy Policy; Internet Security Disclaimer; Limitation, Suspension or Termination of Access.

(a) Privacy Policy. To the extent that Customer Data may contain any Personal Information, Customer agrees to the terms of (on Customer’s behalf and on behalf of each User) to YouVR's use, collection, storage and disclosure of such Personal Information for the purposes authorized under this Agreement and in accordance with YouVR's privacy policy (the “Privacy Policy”) located at: youvr.io/pages/legal/privacy, and which is herein incorporated by reference and forms part of this Agreement.

(b) Internet Security Disclaimer. As between YouVR and Customer, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer understands that the technical processing and transmission of Customer Data is fundamentally necessary to use of the Services. Therefore, Customer expressly consents to YouVR's storage of Customer Data, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by YouVR. Customer acknowledges and understands that Customer Data may be accessed by unauthorized persons when communicated across the Internet, network communications facilities, telephone or other electronic means. YouVR is not responsible for any Customer Data which is delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across public networks not owned or operated by YouVR, including, the Internet, third party websites, and your local network. Customer agrees that YouVR is not in any way responsible for any interference with Customer’s use of or access to the Services or security breaches arising from or attributable to the Internet and Customer waives any and all claims against YouVR in connection therewith.

(c) Limitation, Suspension or Termination of Access. In addition to any other suspension or termination rights of YouVR pursuant to this Agreement, certain extraordinary circumstances may require YouVR may suspend, terminate or limit Customer’s access to or use of the Platform or the Services, or any component thereof, without notice in order to: (a) prevent damage to, or degradation of the integrity of, YouVR's systems or YouVR Property; (b) comply with any law, regulation, court order, or other governmental request or order; or (c) otherwise protect YouVR from potential legal liability or harm to its reputation or business. YouVR will use commercially reasonable efforts to notify Customer of the reasons for such limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, YouVR will promptly restore Customer’s access to the Offering as soon as the event giving rise to the limitation or suspension has been resolved, as determined in YouVR's sole discretion. Nothing contained in this Agreement will be construed so as to limit YouVR's rights in any way with respect to any of the foregoing activities. YouVR will not be responsible for any loss or damages incurred by Customer as a result of any limitation, termination or suspension of access to or use of the YouVR Platform or the Services under this Section.

6. Customer Responsibilities and Restrictions.

(a) Customer ID. Customer is liable for all activity occurring on Customer account, either by Customer or Customer’s employees, agents, representatives, contractors and subcontractors, including any and all Processing Fees (defined in Section 9(b), below) and/or other expenses that are incurred through use of the Platform and Services. Upon Customer’s request, but subject to any limitations associated with Customer’s enterprise subscription account, YouVR will issue user identification and password (“User ID”) to Customer for each individual Customer wishes to have access to and use of the Offering (each, a “User”). Customer may only identify its employees and contractors who, in each case, are bound by confidentiality restrictions at least as restrictive as this Agreement, as Users. Users may only access and use the Platform and the Services through their particular User ID. Customer will not allow Users to share their User ID with any other person. Customer is responsible for maintaining the confidentiality of User ID and will promptly notify YouVR of any actual or suspected unauthorized use of the Offering. YouVR reserves the right to replace any User ID if it determines it may have been used for an unauthorized purpose. User IDs can be revoked upon five (5) days’ written notice to YouVR by contacting YouVR at hello@youvr.io.

(b) Customer Responsibilities and Restrictions. Customer agrees that Customer is responsible for all activity occurring under the User IDs and for the compliance by the Users with this Agreement. Without limiting the generality of the foregoing, Customer agrees that Customer will not, and will not permit any person to:

• (i) use the Offering other than as permitted by this Agreement;
• (ii) use the Offering to send, store, publish, post, upload or otherwise transmit any Customer Data in violation of any warranty, representation or obligation of Customer under this Agreement;
• (iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Offering available to any third party, other than to the Users, or as otherwise expressly contemplated in accordance with this Agreement;
• (iv) use the Offering to upload, collect, transmit, store, use or process, or ask YouVR to obtain from third parties, any Customer Data:
  • (A) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data);
  • (B) for which Customer does not have the consent or permission from the owner of any Personal Information contained therein;
  • (C) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity or privacy);
  • (D) that is tortious, defamatory, obscene, or offensive; or
  • (E) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.
• (v) use the Offering to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;
• (vi) continue to use the Offering in a manner that interferes with or disrupts the integrity or performance of the Offering following a notice from YouVR and or YouVR of such use;
• (vii) attempt to gain unauthorized access to the Offering or its related systems or networks;
• (viii) Remove or attempt to remove, cover or attempt to cover any YouVR logo, branding, or trademark from the Deliverables or remove, cover or attempt to remove or cover any Customer logo, branding, trademark or agent information from the Deliverables;
• (ix) Modify the Deliverables in any way without prior written consent from YouVR and or YouVR;
• (x) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Offering;
• (xi) use any data mining, robots or similar data gathering or extraction methods;
• (xii) access the Offering for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Offering;
• (xiii) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Offering or any part thereof or otherwise attempt to discover any source code or modify the Offering, except as expressly provided for in this Agreement.

YouVR reserves the right to terminate, limit, or suspend Customer access to the Offering, including access to all Deliverables hosted on the YouVR and YouVR services, for any Customer or User breach of these restrictions or any other violation of any other term of this Agreement.

(c) Customer Responsibility for Customer Data. Customer has sole responsibility for obtaining all third party consents and making all third party disclosures in accordance with applicable laws regarding Customer Data. YouVR will use the Customer Data it is provided by Customer or third parties in performing the Services “as is”, and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data.

7. Term.

This Agreement will commence on the date it is entered into by Customer (“Effective Date”) and continue for an initial term (“Initial Term”) of either one (1) calendar month or twelve (12) calendar months and, on expiry of the Initial Term, will continue to automatically renew for further periods equal to the period of the Initial Term unless or until terminated by either Party in accordance with the Termination procedures in section 14 below.

8. Documentation.

YouVR at its sole discretion will provide to Customer, Documentation sufficient to instruct Customers on the technical requirements for acquiring and transmitting Customer Data, including images files, in connection with the Service. Documentation and technical requirements for the Offering may change from time to time at YouVR's sole discretion, and YouVR will make commercially reasonable efforts to inform all Customers active at the time of the change. It is Customer’s sole responsibility to ensure it has the ability to provide Customer Data, including image files, in accordance to the newest technical requirements.

9. Fees and Payment.

(a) Subscription Fee. Subscription Fees due and payable in full by Customer at the start of the Initial Term in advance of receipt of the Services, and automatically charged to Customer credit card on either a monthly or yearly basis for each subsequent renewal Term until Subscription is terminated in accordance with the terms of this Agreement. Subscription Fees are determined in YouVR's sole discretion and are subject to change at any time and for any reason. In the event of a change to Subscription Fees, YouVR will provide you with written notice of such changes. Should your Subscription Fee change partway through any Term of this Agreement, the new Subscription Fee will take effect starting at the next Term.

(b) Payment Method. All payments must be made in advance by credit card on the Website. Unless by prior written approval from YouVR, YouVR does not accept cash, cheque, money order, or any other method of payment other than credit card.

(c) Late Payment Penalties. If Customer fails to make any payment in full when it becomes due, YouVR retains the right to suspend, limit or terminate Customer access to the Deliverables until any and all overdue amounts are paid.

(d) Certain Taxes. Fees and charges quoted in this Agreement do not include, and Customer shall pay, indemnify and hold YouVR harmless, from all sales, use, gross receipts, value-added, GST/HST, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of YouVR.

10. Confidential & Proprietary Information.

Definitions. For purposes of this section, a Party receiving Confidential & Proprietary Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser”, and “Confidential & Proprietary Information” includes all information disclosed by Discloser to Recipient during the Term of this Agreement and marked as “confidential” or “proprietary” or which a reasonable person would understand to be confidential or proprietary; provided that all parts of the YouVR Platform and the Services (other than any Customer Data), whether marked as “confidential” or “proprietary” or not, will be considered to be YouVR Confidential & Proprietary Information; and further provided that Discloser’s Confidential & Proprietary Information does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential & Proprietary Information; (ii) information that is publicly available through no wrongful act of Recipient, or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

• (a) Covenant. To the extent that any Confidential and Proprietary Information will be shared between the Parties to this Agreement, Recipient hereby agrees that during the Term and at all times thereafter it shall not (i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, and to such other recipients as the Discloser may approve in writing; or (ii) use Confidential & Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement. Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information of a similar nature, but in no event shall less than reasonable care be exercised. Upon the earlier of: (A) Discloser’s written request; and (B) the termination or expiration of this Agreement, regardless of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. YouVR may retain a copy of such Confidential & Proprietary Information for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, or reasonable internal back-up or archival policies and requirements. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order.
• (b) Injunctive Relief. Recipient acknowledges that violation of the provisions of this section may cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.

11. Customer Warranty; Disclaimer; Indemnity.

(a) Customer Warranty. Customer represents and warrants to, and covenants with YouVR that the Customer Data will contain no personally identifiable information or information that is subject to privacy laws (“Personal Information”), except for Personal Information: (i) in respect of which Customer has provided all disclosures and obtained all consents from all applicable individuals in accordance with applicable laws; and (ii) that complies with Customer’s representations, warranties and obligations set out in this Agreement.

(b) Warranty Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION, THE OFFERING AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY YouVR TO CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. YouVR HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. YouVR DOES NOT WARRANT THAT THE OFFERING WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, YouVR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OR CONDITION THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(c) Indemnity. Customer agrees to indemnify and hold harmless YouVR, its employees, officers, directors and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to third parties relating to: (i) Customer Data, (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement; or (iii) Customer’s use of the Offering, including in combination with any third party software, application or service.

12. Limitation of Liabilities.

The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

• (a) Amount. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF YouVR IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY YouVR UNDER THIS AGREEMENT DURING THE 2 MONTHS PRECEDING THE FIRST CLAIM MADE BY CUSTOMER OR ITS CONTRACTORS, REPRESENTATIVES, EMPLOYEES, OR ANY OTHER AFFILIATE OR AGENTS OF CUSTOMER. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL YouVR's SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
• (b) Type. IN NO EVENT SHALL YouVR BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL YouVR BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. 

13. Notices.

Notices sent to either Party shall be effective when delivered in person, by mail or email (as applicable): one (1) day after being sent by overnight courier, two (2) days after being sent by first class mail postage prepaid to the official contact designated below, and (3) immediately after being received by the other party’s email server. Notices must be in writing and delivered to the respective email or postal address provided by Customer to YouVR, and in the case of YouVR, by email only at customer@youvr.io. Customer may change its contact information by giving notice of such change to YouVR.

14. Termination.

• (a) On Notice. YouVR may terminate this agreement at any time without notice if any Customer or User violates any of the User Restrictions listed in subsection 6(b) of this Agreement. Additionally, YouVR may terminate this Agreement at any time for any reason by providing Customer with immediate notice of termination. Customer may terminate this Agreement at any time and without termination fees, penalties or charges by providing YouVR with immediate notice of termination via cancellation of the subscription plan in the platform account, or by indicating to YouVR that Customer does not wish to renew the Subscription, in which case, the Customer will have access to the Services for the remainder of the then-current Term, after which point Customer access to the Services will terminate.
• (b) Generally. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party breaches any material provision hereof, and fails within fifteen (15) days after receipt of notice of such breach to correct such material breach or to commence corrective action reasonably acceptable to the aggrieved Party and proceed with due diligence to completion, in each case unless the material breach is incapable of being cured. Either Party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed, or a petition in bankruptcy is filed with respect to the Party and is not dismissed within thirty (30) days.
• (c) Effect of Termination. In the event of Termination by either Party, YouVR has the right to delete all Customer Data or any other information in the Customer account, and may also restrict or terminate Customer access to the Deliverables
• (d) Survival. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both Parties (except for Customer’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (b) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information of the other Party, as set forth Section 10 (Confidential & Proprietary Information). The following Sections will survive expiration or termination of this Agreement for any reason: Section 4 (Reservation of Rights), Section 6 (Customer Responsibilities and Restrictions), Section 10 (Confidential & Proprietary Information), Section 11 (Customer Warranty; Disclaimer; Indemnity), Section 12 (Limitation of Liabilities), Section 14(d) (Survival), and Section 15 (General Provisions).
• (e) Subscription Fee is non-refundable, unless otherwise stated. 

15. General Provisions.

• (a) Assignment. Customer may not assign this Agreement to any third party without YouVR's prior written consent, except this Agreement may be assigned by Customer to any third party that controls, is controlled by, or is under common control with Customer. YouVR may assign this Agreement or any rights hereunder to any third party, but shall provide Customer with written notice of any such assignment. Any assignment in violation of this Section shall be void. The terms of this Agreement shall be binding upon and inure to the benefit of the Parties’ successors and permitted assignees.
• (b) Choice of Law. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties hereby irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Toronto, Ontario.
• Customer agrees that YouVR may refer to Customer in YouVR's list of customers and may use Customer’s name and logo for marketing-related purposes. Use of Customer’s name in any other marketing materials or press announcements will be submitted to Customer in advance for approval, provided that such approval will not be unreasonably withheld. Customer shall not modify, amend, or otherwise change YouVR's branding as it appears on the Deliverables, or use YouVR's branding in any way other than it appears in the Deliverables, without YouVR's prior written consent.
• (c) Feedback. If You provide YouVR with any suggestions, comments or other feedback relating to any aspect of the Offerings ("Feedback"), YouVR may use such Feedback in the Website or in any other YouVR products or services. Accordingly, You agree that: (a) YouVR is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to YouVR, (c) YouVR (including all of its successors and assigns and any successors and assigns of any of the YouVR Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any YouVR Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from YouVR or any of the other users of the Website in respect of the Feedback.
• (d) Construction. Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of YouVR to withhold such consent or exercise such discretion (as applicable) arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
• (e) Force Majeure. Neither Party shall be liable for delays caused by events beyond its reasonable control, except non-payment of amounts due hereunder shall not be excused by this provision.
• (f) Severable. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.
• (g) Waiver. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the waiver of the right of such party to enforce any subsequent breach of any term of this Agreement.
• (h) Independent Contractors. Customer’s relationship to YouVR is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of YouVR.
• (i) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other communications, including all other executed Agreements, whether written or oral. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
• (j) English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Last Updated: November 2^nd, 2018

YouVR Privacy policy

YouVR Inc. (“we”/”us”) is committed to protecting your privacy. We make the website (the “Website”) hosted at YouVR.io and other domains authorized in writing by us, available together with our services as further described in our Terms of Use (the “Services”). This Privacy Policy describes how we collect, store, use and distribute information about our users through the Website and Services.

Consent: By using the Website or our Services you consent to the use of your Personal Information as described in this Privacy Policy. Except as set forth in this Privacy Policy, your Personal Information will not be used for any other purpose without your consent. We will not actively collect Personal Information for the purpose of sale or marketing in a way that specifically identifies the individual. In other words, we don’t sell customer lists. You may withdraw your consent to our processing of your Personal Information at any time. However, withdrawing consent may result in your inability to continue using the Website and/or the Services.

Collection of Information: We aim to collect, use and disclose only such information as is required to enable us to manage your account, to provide the Services, to maintain our customer/visitor lists, to respond to your inquiries or provide feedback, for identification and authentication purposes and for service improvement. We will maintain the confidentiality of any contact information you provide to us on signing up for our Services or contacting us with questions or for further information and we will use it only for the purposes for which we have collected it (subject to the exclusions and disclosures we have listed below), unless you agree that we may disclose it to other third parties.

Two types of information may be collected through the Website and our Services: Personal Information and Non-Personal Information. This Privacy Policy does not extend to the collection, use or disclosure of the following information which is currently not limited by applicable privacy laws: (a) information that is publicly available, such as names, addresses, telephone numbers and electronic address when listed in a directory or made available through directory assistance; or (b) Non-Personal Information (as defined further below).

"Personal Information" is personally identifiable information, such as your name, address, e-mail address, credit card information, birth date and gender. At the time of collection, we will clearly identify the information being collected and the purposes for which it will be used. It is always your choice whether or not to provide Personal Information but if you choose not to provide certain requested Personal Information, in some instances you may not be able to register to use the Website or be able to access and use the Website at all. In other instances, your choice not to provide certain other Personal Information may mean that you will not be able to use certain features of the Website. We may collect Personal Information in respect of the Website through registration processes; communications with you; information downloads; service purchases; user support; and surveys.

"Non-Personal Information" is information of an anonymous nature, such as an Internet Protocol Address (IP Address), the domain used to access the Website, and the type and version of browser or operating system being used by visitors to the website. Aggregate information, such as demographic statistics of our users (e.g. average age or geographical allocation of our users), number of visitors, what pages users access or visit, and average time spent on the Website is not considered Personal Information. Similarly, business contact information such as the name, title, business address, or telephone number of a business or professional person or an employee of an organization is not considered Personal Information.

Although the use of certain Non-Personal Information collected, used or disclosed through the Internet as described herein is not restricted (and to the extent that such is the case, the obligations under this Privacy Policy do not apply to such information), we provide information in this Privacy Policy about the collection of such information for the sake of transparency with respect to the operation of the Website. Such Non-Personal Information is collected or derived by us in the course of operating this Website. For example, our web servers may automatically collect Non-Personal Information that is provided through your browser or stored in a cookie when you choose to visit the Website.

Use of Information: We collect information for the following purposes:

• Registration: In order to register for our Services you must provide certain Personal Information to us such as your full name, company name, website, phone number and email address. This information will be publicly posted on the Website with each property listing that you submit.
• Property Listing Information: In order to provide you with our Services, we collect information about the properties you submit, including: the address, area map, selling/leasing price, square feet, description and number of rooms. We send photographers to the properties to capture photographs, videos and measurements that allow us to create virtual tours and floor plans. Property listing information is publicly displayed on the Website and may be shared using social media providers we support including Facebook, Twitter and Google+.
• Transactional Notifications: We provide notifications for certain activities relating to your use of our Services despite your indicated e-mail preferences, for example we may send you notices of any updates to our Terms of Use or Privacy Policy.
• Marketing Communications: If you opt-in to receive marketing communications from us, we will keep you up to date on our products and services. You may withdraw your consent to receiving marketing communications from us at any time by following the opt-out instructions in each communication, or by contacting our marketing department at bizdev@youvr.io.
• Statistics: We also collect statistics about use of the Services. This information will be kept confidential, however, aggregate statistics that do not personally identify an individual will be kept by us and such aggregate statistics may be made available to other members or third parties.
• System Logs & Cookies: Cookies are used by us to track content usage and traffic on the Website. A cookie is a feature of your web browser that consists of a text file that is placed on your hard disk by a web server. The Website uses cookies to help it compile aggregate statistics about usage of this Website, such as how many users visit the Website, how long users spend viewing the Website, and what pages are viewed most often. This information is used to improve the content of the Website. You can set your browser to notify you when you are sent a cookie. This gives you the chance to decide whether or not to accept it. If you disable cookies, you may not be able to take advantage of all the features of the Website. We do not link any of the information we use in cookies to any personally identifiable information submitted by you when you are on the Website.
• Your IP address is reported by your web browser whenever you visit a page on the Website. This information is recorded together with your registration information on our databases.
• Advertisements: Advertisements appearing on the Website may be delivered by us or one or more third-party web advertisers. These third party web advertisers may set cookies. These cookies allow the advertisement server operated by that third party to recognize your computer each time they send you an online advertisement. Accordingly, advertisement servers may compile information about where or whether you viewed their advertisements and which advertisements you clicked on. This information allows web advertisers to deliver targeted advertisements that they believe will be of most interest to you. The Privacy Policy applies to cookies placed on your computer by us, but does not cover the use of cookies by any third-party web advertisers. For the privacy practices of such third-party web advertisers, you should consult the applicable privacy policy for the relevant third-party web advertiser(s).

If we plan to use your Personal Information in future for any other purposes not identified above, we will only do so after informing you by updating this Privacy Policy. See further the section of this Privacy Policy entitled ‘Amendment of this Policy’.

Disclosures & Transfers: We have put in place contractual and other organizational safeguards with our agents (see further below) to ensure a proper level of protection of your Personal Information (see further Security below). In addition to those measures, we will not disclose or transfer your Personal Information to third parties without your permission, except as specified in this Privacy Policy (see further Important Exceptions below).

As at the date of this Privacy Policy, we share Personal Information about you in respect of the Website only with our service providers including our website host, cloud service provider, analytics provider, payment processor and photographers. We use servers that are located in the United States and accordingly your Personal Information may be available to Canadian and Untied States government or agencies under a lawful order, irrespective of the safeguards we have put in place for the protection of your Personal Information.

From time to time we may employ third parties to help us improve the Website and/or the Services. These third parties may have limited access to databases of user information solely for the purpose of helping us to improve the Website and/or the Services and they will be subject to contractual restrictions prohibiting them from using the information about our members for any other purpose.

Important Exceptions: We may disclose your Personal Information to third parties without your consent if we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, other Website members, other users of the Services, or anyone else (including the rights or property of anyone else) that could be harmed by such activities. We may disclose Personal Information when we believe in good faith that such disclosure is required by and in accordance with the law.

We may also disclose your Personal Information in connection with a corporate re-organization, a merger or amalgamation with another entity, a sale of all or a substantial portion of our assets or stock, including any due diligence exercise carried out in relation to the same, provided that the information disclosed continues to be used for the purposes permitted by this Privacy Policy by the entity acquiring the information.

Security: The security of your Personal Information is important to us. We use commercially reasonable efforts to store and maintain your Personal Information in a secure environment. We take technical, contractual, administrative, and physical security steps designed to protect Personal Information that you provide to us. We have implemented procedures designed to limit the dissemination of your Personal Information to only such designated staff as are reasonably necessary to carry out the stated purposes we have communicated to you.

In certain areas, such as when you provide credit card or other payment information to us, the Website works to help protect the security of your credit card and other payment information during transmission by using industry standard Secure Sockets Layer (SSL) encryption technology.

You are also responsible for helping to protect the security of your Personal Information. For instance, never give out your email account information or your password for the Services to third parties.

Retention: We will keep your Personal Information for as long as it remains necessary for the identified purpose or as required by law, which may extend beyond the termination of our relationship with you. We may retain certain data as necessary to prevent fraud or future abuse, or for legitimate business purposes, such as analysis of aggregated, non-personally-identifiable data, account recovery, or if required by law. All retained personal information will remain subject to the terms of this Privacy Policy. If you request that your name be removed from our databases, it may not be possible to completely delete all your Personal Information due to technological and legal constraints.

Amendment of this Policy: We reserve the right to change this Privacy Policy at any time without notice. This Privacy Policy may have changed since your last visit to this Website, and it is your responsibility to review this Privacy Policy for any changes. Your use of the website after any amendments or updates of this Privacy Policy shall signify your assent to and acceptance of such changes. Unless stated otherwise, our current Privacy Policy applies to all Personal Information that we have about you. The date on which the latest update was made is indicated at the bottom of this document.

Access and Accuracy: You have the right to access the Personal Information we hold about you in order to verify the Personal Information we have collected in respect to you and to have a general account of our uses of that information. Upon receipt of your written request, we will provide you with a copy of your Personal Information although in certain limited circumstances, we may not be able to make all relevant information available to you such as where that information also pertains to another user. In such circumstances we will provide reasons for the denial to you upon request. We will endeavor to deal with all requests for access and modifications in a timely manner.

We will make every reasonable effort to keep your Personal Information accurate and up-to-date, and we will provide you with mechanisms to update, correct, delete or add to your Personal Information as appropriate. As appropriate, this amended Personal Information will be transmitted to those parties to which we are permitted to disclose your information. Having accurate Personal Information about you enables us to give you the best possible service.

Contact Us: You can help by keeping us informed of any changes such as a change of address or telephone number. If you would like to access your information, if you have any questions, comments or suggestions of if you find any errors in our information about you, please contact us at: hello@youvr.io.

Last Updated: April 6, 2017