{"id":22658,"date":"2020-08-19T20:44:48","date_gmt":"2020-08-19T20:44:48","guid":{"rendered":"https:\/\/pixovr.com\/?page_id=22658"},"modified":"2023-12-13T10:49:42","modified_gmt":"2023-12-13T15:49:42","slug":"terms-of-service","status":"publish","type":"page","link":"https:\/\/pixovr.com\/terms-of-service\/","title":{"rendered":"Terms of Service"},"content":{"rendered":"\t\t
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PixoVR, CORP. TERMS OF SERVICE<\/b><\/p>

These<\/span> PIXOVR, CORP. TERMS OF SERVICE<\/b> (\u201cTerms of Service\u201d) including the PixoVR Order Form (\u201cOrder Form\u201d) to which these Terms of Service are attached constitute an agreement (\u201cAgreement\u201d) entered into on the date of the Order Form (\u201cEffective Date\u201d) by and between PixoVR, CORP., a Delaware corporation with its headquarters at 2838 Coolidge Hwy Suite 112 Berkley, MI 48072 (\u201cPixoVR\u201d), and the entity named as \u201cCustomer\u201d on the Order Form.\u00a0 The Order Form is incorporated into, and is made an integral part of, these Terms of Service. PixoVR and Customer (as defined herein) are each a \u201cParty\u201d and collectively are the \u201cParties.\u201d<\/span><\/p>

WHEREAS<\/b>, PixoVR owns a three-dimensional virtual reality platform including related Intellectual Property as defined herein (the \u201cSystem\u201d) that it makes available to customers for permissive use by subscription on a software-as-a-service basis); and<\/span><\/p>

WHEREAS<\/b>, Customer wishes to have access to and use the System for the sole purpose of enabling access to\u00a0 Customer\u2019s designated Users (the \u201cPurpose\u201d), and PixoVR wishes to provide Customer with access to and use of the System solely for such Purpose, based on one or more Order(s) (as defined herein) to be placed by Customer subject to acceptance by PixoVR, pursuant to the terms set forth herein;<\/span><\/p>

NOW, THEREFORE<\/b>, in consideration of the terms and conditions set forth herein, the Parties do hereby agree as follows:<\/span><\/p>

OVERVIEW AND ACCEPTANCE<\/b><\/p>

Please read these PixoVR Terms of Service carefully because these Terms of Service are a legally binding agreement between PixoVR and (1) each Customer (including any and all of such Customer\u2019s Users) and (2) each Affiliate Reseller (including any and all of such Affiliate Reseller\u2019s Users), governing each Customer\u2019s or Affiliate Reseller\u2019s and their respective Users\u2019 access to and use of the PixoVR System (herein, Customers, Affiliate Resellers, and each Customer\u2019s or Affiliate Reseller\u2019s respective Users are referred to collectively as \u201cCustomer\u201d).\u00a0 <\/span>By continuing to use the Service (whether pursuant to a paid Subscription, Demo or other permissive access), or by otherwise indicating your acceptance to these Terms of Use, Customer is agreeing to be legally bound by these Terms of Service.\u00a0<\/b><\/p>

1. DEFINITIONS. The following capitalized terms will have the following meanings whenever used in this Agreement.<\/span><\/b><\/p>

1.1 \u201c<\/span>AUP<\/span><\/span>\u201d means PixoVR\u2019s acceptable use policy available through Customer\u2019s dashboard as may be amended from time to time by PixoVR with notice to Customer.<\/span><\/p>

1.2 \u201c<\/span>Customer Content<\/span><\/span>\u201d means non-public information provided by Customer to PixoVR to enable the provision of the Services. Customer Content includes information in electronic form input or collected through the System by Customer, including without limitation by Customer\u2019s Users.\u00a0<\/span><\/p>

1.3 \u201c<\/span>Documentation<\/span><\/span>\u201d means PixoVR’s standard manuals and instructions related to use of the System, as well as other PixoVR documents (whether hard or soft copy) that Customer will obtain or have access to during the Term.<\/span><\/p>

1.4 \u201c<\/span>Order<\/span><\/span>\u201d means an order for Services made by Customer on the Order Form attached hereto, together with any subsequent Order Form made by Customer.\u00a0 An Order becomes a firm commitment by each Party when it has been accepted in writing by PixoVR.\u00a0<\/span><\/p>

1.5 \u201c<\/span>Privacy Policy<\/span><\/span>\u201d means PixoVR\u2019s privacy policy, as made available at https:\/\/pixovr.com\/privacy-policy\/<\/a> <\/span>\u201c<\/span>System<\/span>\u201d means PixoVR\u2019s proprietary virtual reality platform, including PixoVR tools, software, modules and all related Intellectual Property, as may be released from time to time and made available by PixoVR with notice to Customer.<\/span><\/p>

1.6 \u201c<\/span>Fees<\/span><\/span>\u201d means Implementation Fees and Subscription Fees stated on each Order.<\/span><\/p>

1.7 \u201c<\/span>Services<\/span><\/span>\u201d means paid access to the System, and any other services to be provided by PixoVR for Customer, including Implementation Services, if any, as specifically described in each respective Order.<\/span><\/p>

1.7.1 \u201c<\/span>Implementation Services<\/span><\/span>\u201d, if any, are described in an applicable SOW and are provided by PixoVR to Customer pursuant to this Agreement (including each Order placed hereunder). As part of Implementation Services, PixoVR will provide Customer with permissive access to the System during the Term to enable the application described in an Order to operate on the System. Implementation Services may comprise: (1) PixoVR \u201cSystem Software\u201d, as defined herein; (2) art assets; and (3) learning objective or story. As between PixoVR and Customer: (i)\u00a0 PixoVR exclusively owns, and will continue to own, the System Software; (ii) Art assets that <\/span>are part of PixoVR\u2019s System are, and shall remain, under PixoVR\u2019s ownership. (iii) If PixoVR is specifically directed by Customer to use Customer-proprietary art assets, or to integrate a Customer-proprietary process to run on top of the System Software, such specific proprietary art, and process, constitute Customer Content.<\/span><\/p>

1.8 “Subscription<\/span>\u201d<\/span> means subscriptions to access and use the System for a designated period of time for which Subscription Fees are fully prepaid (the \u201cSubscription Term\u201d, defined herein). Each Subscription terminates at the end of the Subscription Term (except as otherwise provided herein). There shall be no refund of Subscription Fees (except where required by law).<\/span><\/p>

1.9 \u201cSystem<\/span><\/span>\u201d means all elements of architecture, design, implementation and delivery including System Software, websites including https:\/\/pixovr.com\/ <\/a><\/span>and https:\/\/apex.pixovr.com\/login<\/a><\/span>, tools, and modules enabling PixoVR to create, enhance, maintain, operate and make available to customers PixoVR\u2019s proprietary virtual reality platform, comprising, as well, all intellectual property related thereto.<\/span><\/p>

1.10 \u201c<\/span>System Software<\/span><\/span>\u201d means any software, documentation or data related to the System including, without limitation, modules, libraries, architecture and frameworks, and related intellectual property, including all improvements, enhancements or modifications made thereto, whether made before, during or after the Term, including in connection with Implementation Services or Support Services.<\/span><\/p>

1.11 \u201c<\/span>SLA<\/span><\/span>\u201d means PixoVR\u2019s standard service level agreement, as made available at <\/span>www.PixoVR.com<\/span><\/a> as may be modified from time to time by PixoVR at PixoVR\u2019s sole discretion.<\/span><\/p>

1.12 \u201c<\/span>Term<\/span><\/span>\u201d is defined in Section10 below. <\/span>\u201cSubscription Term\u201d<\/span> is the period stated on each respective Order.<\/span><\/p>

1.13 \u201c<\/span>User<\/span><\/span>\u201d means any person who is permitted by PixoVR to use the System through Customer\u2019s, or any Affiliate Reseller\u2019s, account or passwords and for whom Subscriptions have been ordered, and who have been supplied user identifications and passwords by Customer or Affiliate Reseller. Users may include Customer\u2019s or Affiliate Reseller\u2019s employees, consultants, contractors.<\/span><\/p>

2. THE SYSTEM.\u00a0<\/span><\/b><\/p>

2.1 Permissive Use by Customer<\/span><\/span>. During the Term, Customer, including Customer\u2019s designated User(s) described in each Order,\u00a0 may access and use the System pursuant to the terms of any outstanding Order, including such features and functions as the Order requires, solely pursuant to PixoVR\u2019s policies as such policies may be updated from time to time with notice to Customer.\u00a0 With respect to any System Software required by Customer to use Implementation Services on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to use such System Software solely during the Term and only in connection with the Services.<\/span><\/p>

2.2 PixoVR Retention of Rights<\/span><\/span>.\u00a0 PixoVR retains all right, title, and interest in and to the System, including without limitation the Software Framework, all software used to create, provide or maintain the System and all logos and trademarks reproduced through the System. Customer\u2019s use of the System\u00a0 does not grant Customer any intellectual property rights in the System or any of its components. PixoVR shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with\u00a0 Services or support, and (c) all intellectual property rights related to of the foregoing.\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/p>

2.3 Service Levels<\/span><\/span>. PixoVR shall provide the remedies listed in the SLA for any failure of the System listed in the SLA. Such remedies are Customer\u2019s sole remedy for any failure of the System, and Customer recognizes and agrees that if the SLA does not list a remedy for a given failure, it has no remedy. Credits issued pursuant to the SLA apply to outstanding or future invoices only and are forfeited upon termination of this Agreement. PixoVR is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.<\/span><\/p>

2.4 Documentation and License<\/span><\/span>: Customer may reproduce and use the Documentation solely as necessary to support its and Users\u2019 use of the System.\u00a0 Solely to the extent necessary to enable Customer and Users to use the System pursuant to this Agreement, PixoVR hereby grants a non-exclusive, revocable, non-transferable limited license to use and reproduce Documentation during the Term.<\/span><\/p>

2.5 System Revisions<\/span>. PixoVR may revise System features and functions, the AUP or SLA at any time, including without limitation by removing such features and <\/span>functions or reducing service levels. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, Customer may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding. If any such revision to the SLA materially reduces service levels provided pursuant to an outstanding Order, the revisions will not go into effect with respect to such Order until the start of the Term beginning 30 or more days after PixoVR posts the revision and so informs Customer.<\/span><\/p>

2.6 Fees<\/span>. <\/span>Customer shall pay PixoVR all applicable Implementation Fees and Services Fees as stated in each Order. PixoVR will not be required to refund\u00a0 Fees or any portion thereof under any circumstances.<\/span><\/p>

3. CUSTOMER DATA & PRIVACY.\u00a0<\/span><\/b><\/p>

3.1 Use of Customer Data<\/span><\/span>. In order to access and use the Services, PixoVR requires Customers to register and create an account (\u201cCustomer Account\u201d) by creating a username and password (\u201cCustomer Credentials\u201d), and providing certain personal information.\u00a0 PixoVR may require\u00a0 additional information\u00a0 such as a W-9 form, email and billing address, etc., and conduct an approval process.\u00a0 PixoVR collects, uses and stores such information in accordance with the PixoVR Privacy Policy. Customers are solely responsible for providing and maintaining the accuracy and content of Customer information. PixoVR does not: (a)\u00a0 access, process, or otherwise use Customer Data other than as necessary to facilitate the System; nor (b) grant any third-party access to Customer Data, including without limitation PixoVR\u2019s other customers, except subcontractors that are subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, PixoVR may disclose Customer Data as required by applicable law or by proper legal or governmental authority.<\/span><\/p>

3.2 Privacy Policy<\/span><\/span>. The Privacy Policy applies only to the Service and does not apply to any third-party website or service linked to the Service or recommended or referred to through the Service or by PixoVR\u2019s staff.<\/span><\/p>

3.3 Data Accuracy<\/span><\/span>. PixoVR will have no responsibility or liability for the accuracy of data uploaded to the System by Customer, including without limitation Customer Data and any other data uploaded by Users.<\/span><\/p>

3.4 Data Deletion<\/span><\/span>. PixoVR may permanently erase Customer Data if Customer\u2019s account is delinquent, suspended, or terminated for 30 days or more.<\/span><\/p>

3.5 Excluded Data<\/span><\/span>. Customer represents and warrants that Customer Data does not and will not include, and Customer has not and shall not upload or transmit to PixoVR’s computers or other media, any data (\u201cExcluded Data\u201d) regulated pursuant to any law, rule, order or regulation of any governmental entity having jurisdiction over such data\u00a0 (the “Excluded Data Laws”). CUSTOMER RECOGNIZES AND AGREES THAT: (a) PIXOVR HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) PIXOVR\u2019S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.<\/span><\/p>

3.6 Aggregate & Anonymized Data<\/span><\/span>. Unless Customer consents, PixoVR may not use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way. (\u201cAggregate Data\u201d refers to Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.)<\/span><\/p>

4. CUSTOMER\u2019S RESPONSIBILITIES & RESTRICTIONS.<\/b><\/p>

4.1 Acceptable Use<\/span><\/span>. Customer and all Users shall comply with the AUP. Customer and Users shall not: (a) use the System for service bureau or time-sharing purposes or in any other way allow third-parties to access the System; (b) provide System passwords or other log-in information to any third-party; (c) share non-public System features or content with any third-party; or (d) access the System in order to build a competitive product or service, to build a product or service using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. If PixoVR suspects any breach of the requirements of this Section 4.1, including without limitation by Users, PixoVR may suspend Customer\u2019s including User\u2019s(s\u2019) access to the System without prior notice, in addition to such other remedies as PixoVR may have. Neither this Agreement nor the AUP requires that PixoVR take any action against Customer or any User or other third-party for violating the AUP, or this Agreement, but PixoVR is free to take any such action it sees fit.\u00a0\u00a0<\/span><\/p>

4.2 Restrictions<\/span>.\u00a0 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant or related to the Services or the System including, without limitation, the System Software; modify, translate, or create derivative works based on the Services or any part of the System; or <\/span>remove any proprietary notices or labels.\u00a0<\/span><\/p>

4.3 Unauthorized Access<\/span><\/span>. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify PixoVR immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.<\/span><\/p>

4.4 Users & System Access<\/span><\/span>. Customer is responsible and liable for: (a) Users\u2019 use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Customer; and (b) any use of the System through Customer\u2019s account, whether authorized or unauthorized by PixoVR.<\/span><\/p>

5. IP & FEEDBACK.\u00a0<\/b><\/p>

<\/b>5.1 IP Rights to the System<\/span><\/span>. PixoVR retains all right, title, and interest in and to the System, including without limitation all System Software. This Agreement does not grant Customer any ownership rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright, trademark, trade secret and other laws. Customer acknowledges and agrees that PixoVR owns and shall retain ownership of all patents, rights to file for patents, inventions, copyrights, images, trademarks, trade secrets and all other proprietary rights, title and interests (including any renewals or extensions) in or to the System and any other PixoVR software, source code, object code or other technology, including improvements, customizations, modifications or enhancements to the object code or source code of the System that may be developed by PixoVR during the Term (including, in each case, any derivative works thereof) (\u201cPixoVR Materials\u201d). Customer acknowledges and agrees that it does not have and shall not acquire or retain any rights whatsoever in or to the PixoVR Materials as a result of this Agreement, and does hereby relinquish, quitclaim and assign any such rights to PixoVR.<\/span><\/p>

5.2 Feedback<\/span><\/span>. PixoVR has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to PixoVR, and nothing in this Agreement or in the parties\u2019 dealings arising out of or related to this Agreement will restrict PixoVR\u2019s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. Feedback will not be considered confidential information (\u201c<\/span>Feedback<\/span>\u201d refers to any suggestion or idea for improving or otherwise modifying any of PixoVR\u2019s products or services.)<\/span><\/p>

5.3 License from Customer<\/span><\/span>.\u00a0 Subject to the terms and conditions of this Agreement, Customer hereby grants to PixoVR a free, worldwide, limited, non-exclusive, non-transferable, revocable license to use, copy, store, configure, perform, display, incorporate and transmit Customer Materials solely as necessary to facilitate PixoVR in providing access to the System to Customer under this Agreement.\u00a0<\/span><\/p>

6. ADDITIONAL TERMS APPLICABLE TO PIXOVR RESELLERS.\u00a0<\/b><\/p>

<\/b>6.1 Supplement to Affiliate Agreement<\/span>.<\/span> If you are a PixoVR authorized Reseller Affiliate, these terms supplement the terms and conditions of the Affiliate Agreement between you and PixoVR and specifically govern your access to and use of the Service during the course of your performing your marketing, sales, on-boarding, provision of Support Services, or other Customer support duties that you provide, when such activities by you require your use of or access to the Service. As used herein, the term Reseller Affiliate includes each and every Affiliate Reseller User as defined in section 1.13.<\/span><\/p>

6.2 Order of Precedence<\/span>.<\/span> These Terms of use govern your use of the Services in connection with your activities as a PixoVR Affiliate Reseller.\u00a0 In the event of conflict or inconsistency in the terms of the following documents, in order to resolve any such conflict, the order of precedence shall be (a) the PixoVR Affiliate Reseller Agreement between you and PixoVR, together with any Exhibits attached thereto; (b) these Terms of Service; and (c) any other documents incorporated herein by reference.<\/span><\/p>

7. REPRESENTATIONS & WARRANTIES.\u00a0<\/b><\/p>

<\/b>7.1 By Customer<\/span>. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, a sole proprietorship of an individual 18 years or older, or another entity authorized to consent to and perform the obligations hereunder to be performed by Customer;\u00a0 (d) Customer is at least eighteen (18) years of age; (e) Customer has read and understands this Agreement and agrees to be bound by these terms; (f) if Customer or its User is entering into this Agreement on behalf of its employer, such Customer or User is legally authorized by such\u00a0 employer to enter into this Agreement and has legal authority to bind such Customer\u2019s or User\u2019s employer to this Agreement; and (g) Customer\u2019s\u00a0 use of the Services does not violate any law, rule or regulation to which Customer or its employer <\/span>is subject.<\/span><\/p>

7.2 Warranty Disclaimers<\/span><\/span>. Except to the extent set forth in the SLA and in Section 7.1 above, <\/span>CUSTOMER ACCEPTS THE SYSTEM \u201cAS IS\u201d AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a)\u00a0 PIXOVR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) PIXOVR DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.<\/b>\u00a0<\/span><\/p>

8. INDEMNIFICATION.\u00a0<\/span><\/b><\/p>

<\/b>Customer shall defend, indemnify, and hold harmless PixoVR and the PixoVR Associates (as defined below) against any \u201cIndemnified Claim,\u201d meaning any third-party claim, suit, or proceeding arising out of or related to Customer’s alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Users or by Customer’s employees, as well as by Customer\u2019s own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer\u2019s account, including by Customer Data; and (d) claims that use of the System through Customer\u2019s account harasses, defames, or defrauds a third-party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to PixoVR\u2019s negligence. Customer\u2019s obligations set forth in this Article 8 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer\u2019s expense and payment of judgments. PixoVR will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The \u201cPixoVR Associates\u201d are PixoVR\u2019s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
<\/span>
9. LIMITATION OF LIABILITY.<\/b><\/p>

<\/b>9.1 PIXOVR\u2019S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT IN AGGREGATE THAT CUSTOMER HAS PAID TO PIXOVR FOR CUSTOMER\u2019S ACCESS TO THE SYSTEM.<\/p>

9.2 IN NO EVENT WILL PIXOVR OR CUSTOMER BE LIABLE TO\u00a0 FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.\u00a0 <\/b>If applicable law limits the application of the provisions of this Article 9, PixoVR\u2019s liability will be limited to the maximum extent permissible.<\/span><\/p>

9.3 THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PIXOVR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER\u2019S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 9, PixoVR\u2019s liability will be limited to the maximum extent permissible. For the avoidance of doubt, PixoVR\u2019s liability limits and other rights set forth in this Article 9 apply likewise to Pixo Associates as well as Pixo affiliates, licensors, suppliers, advertisers, sponsors, employees, consultants, and other representatives.<\/span><\/b><\/p>

<\/b>10. TERM & TERMINATION.<\/span><\/p>

10.1 Term<\/span><\/span>. The initial term of this Agreement commences as of the Effective Date of any Order Form and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect for the Subscription Term set forth in each Order Form from such date (the “Initial Term”). This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least forty-five (45) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).<\/span><\/p>

10.2 Termination by PixoVR<\/span><\/span>. PixoVR may immediately terminate this Agreement based on the Customer\u2019s breach and upon such termination may suspend or disable Customer\u2019s access to the Service.<\/span><\/p>

10.3 Effects of Termination<\/span>. Upon termination of this Agreement, Customer shall cease all use of the System and delete, destroy, or return all copies of the <\/span>Documentation in its possession or control. Any terms of this Agreement which by its nature must survive so that PixoVR can enforce its meaning shall survive the termination <\/span>of this Agreement, including the following terms: (a) any obligation of Customer to pay<\/span> Fees incurred before termination; (b) and Sections 3.1 (<\/span>Use of Customer Data<\/span><\/i>), 5 (<\/span>IP & Feedback<\/span><\/i>), 6 (<\/span>Confidential Information<\/span><\/i>), 7.3 (<\/span>Warranty Disclaimers<\/span><\/i>), 8 (<\/span>Indemnification<\/span><\/i>), and 9 (<\/span>Limitation of Liability<\/span><\/i>); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.<\/span><\/p>

11. MISCELLANEOUS.<\/b><\/p>

11.1 Notices<\/span><\/span>. PixoVR may send notices pursuant to this Agreement to Customer\u2019s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to <\/span>customerservice@pixovr.com<\/a><\/span>, and such notices will be deemed received 72 hours after they are sent.<\/span><\/p>

11.2 Force Majeure<\/span><\/span>. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing Party\u2019s reasonable control.<\/span><\/p>

11.3 Assignment & Successors<\/span><\/span>. This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by Customer, but may be assigned or transferred by PixoVR without restriction, notice or other obligation to Customer.<\/span><\/p>

11.4 Severability<\/span><\/span>. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.<\/span><\/p>

11.5 No Waiver<\/span><\/span>. PixoVR will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver by PixoVR of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.<\/span><\/p>

11.6 Choice of Law & Jurisdiction.<\/span><\/span>\u00a0This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of Delaware, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties\u2019 rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties hereby consent to the personal and exclusive jurisdiction of the federal and state courts of Oakland County, Michigan. This Section governs all claims arising out of or related to this Agreement, including without limitation tort claims.<\/span><\/p>

11.7 Conflicts<\/span><\/span>. In the event of any conflict between this Agreement and any PixoVR policy posted online, including without limitation the AUP or Privacy Policy, the terms of this Agreement will govern.<\/span><\/p>

11.8 Construction<\/span><\/span>. This Agreement will not be construed in favor of or against either Party by reason of authorship.<\/span><\/p>

11.9 Technology Export<\/span><\/span>. Customer shall not: (a) permit any third-party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by PixoVR or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third-party to access or use the System in, or export such software to, a country subject to a United States embargo (as of the Effective Date, Cuba, Iran, North Korea, Sudan, and Syria).<\/span><\/p>

11.10 Entire Agreement<\/span><\/span>. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.<\/span><\/p>

11.11 Amendment and Modifications<\/span><\/span>. This Agreement may be modified by PixoVR from time to time and in PixoVR\u2019s sole discretion, with or without notice to Customers. PixoVR may notify Customers by posting a new version at the Website and otherwise by providing notice to Customers, and such new version will become effective on the date it is posted. Use of the Services by Customer after the effective date of any amendments or modifications evidences Customer\u2019s agreement to be bound to this Agreement as amended or modified.\u00a0 Customer assumes responsibility to periodically check the Website to keep apprised of changes to these terms.<\/span><\/p>

a. Non-Solicitation<\/span>.\u00a0 Customer shall not during any Term and for the twelve (12) month period thereafter, directly or indirectly: (a) solicit, interfere with, or seek to obtain for Customer\u2019s benefit, or for the benefit of any third-party, any contract or business relationship between Customer and any then-current employee\/contractor of PixoVR, or any former employee\/contractor whose employment\/engagement terminated during the twelve (12) month period immediately preceding such solicitation and\/or hire\/engagement; or (b) hire or solicit for hire any then-current employee\/contractor of PixoVR, or any former employee\/contractor whose employment\/engagement terminated during the twelve (12) month period immediately preceding such solicitation and\/or hire\/engagement. <\/span><\/p>

11.12\u00a0 EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER\u2019S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.<\/span><\/p>

IN WITNESS WHEREOF, by executing the PixoVR Services Order Form into which these Standard Terms of Service are included as an integral part thereof, or by using the Service, Customer agrees to be legally bound by these Terms of Service.<\/span><\/p>

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