Privacy and Terms

Last updated: October 3, 2018

 

 

1. Agreement to be Legally Bound by Terms of Use

These Terms of Use (the “Terms of Use” or “Agreement”) govern your access to and use of the website at Briovr.com (“Website”) which is provided by Spin VR Corp., (“SpinVR”, “us”, “our” or “we”).

By accessing and using this Website, you (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) signify that you have read, fully understand and agree to be legally bound by these Terms of Use and to comply with all applicable laws and regulations as they may change from time to time. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE WEBSITE. We suggest you print a copy of these Terms of Use for your records.

We reserve the right, in our sole and absolute discretion, to modify all or any portion of these Terms of Use at any time without further notice and without incurring any liability or obligation. If we do this, we will post the changes to these Terms of Use on the Website and will indicate at the top of this page the date these Terms of Use were last revised. Your continued access to and/or use of the Website after any such changes constitutes your (and your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) acceptance of, and agreement to be legally bound by, these Terms of Use, as revised. It is your sole responsibility to regularly check the Website to determine if there have been any changes to these Terms of Use and to review such changes.

You (and your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Website, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance. 

 

2. Privacy

Without limiting the generality of these Terms of Use, your use of the Website is also subject to the terms of our Privacy Policy. Please carefully review our Privacy Policy. By using the Website, or by otherwise providing us with personal information, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) signify that you have read, fully understand and agree to be legally bound by our Privacy Policy.

 

3. Use of the BRIOVR Platform

The Website provides information regarding the BRIOVR platform, which enables users to create three dimensional, virtual reality presentations (“BRIOVR Platform”). Access to and use of the BRIOVR Platform requires the completion of a registration and subscription process. Unless you have fully registered and subscribed, you have no right or licence to access or use the BRIOVR Platform. All rights in the BRIOVR Platform are expressly reserved by SpinVR.

When registering with us to use the BRIOVR Platform and/or any other features and/or portions of the Website that may require registration, you must provide complete and accurate information about yourself and agree to update such information as it changes. In the event that you do not provide or update such information, or we have reasonable grounds to suspect that you have not provided or updated such information, we shall have the right, in our sole and absolute discretion, to disable your password and prevent you from using the Website, or any such features of the Website. It is your responsibility to keep the password provided to or created by you confidential and secure. In the event that your password is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have reported a breach of security to us. You are solely responsible for any and all activities which occur under your user account.

 

6. User Conduct

Certain features and/or portions of this Website may permit you to upload, post or otherwise transmit content that you have created (the “User Content”). For greater certainty, User Content does not include content incorporated into a virtual reality presentation by a properly subscribed user of the BRIOVR Platform, unless the user chooses to upload, post or otherwise transmit such content to the Website and/or SpinVR.

  • You (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree that you shall not use the Website to upload, post, communicate or otherwise submit or transmit through, or to, the Website any User Content that:
  1. may, in the sole and absolute discretion of SpinVR, degrade, tarnish or deprecate SpinVR, and/or the public image or standing in the community of SpinVR, any of its affiliates (including, without limitation, sponsors or endorsers of the Website and/or SpinVR), the BRIOVR Platform, or any other products or services of SpinVR;
  2. is deemed, in the sole and absolute discretion of SpinVR, to be defamatory, trade libelous, pornographic or obscene;
  3. is deemed, in the sole and absolute discretion of SpinVR, to contain, depict, include, discuss or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterizations of any ethnic, racial, sexual, religious or other groups; content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of individuals, including, without limitation, names, telephone numbers and addresses (physical or electronic); commercial messages, comparisons or solicitations for products or services other than those of SpinVR; any identifiable third party products, trade-marks, brands and/or logos, other than those of SpinVR (e.g. any materials appearing in your User Content must not contain any visible logos, trade-marks or other third party materials unless the appropriate consents have been obtained – note: all identifiable third party products, trade-marks, brands and/or logos for which consent has not been obtained by the entrant must be blurred out so as to be unrecognizable); conduct or other activities in violation of these Terms of Use or any other agreement you may have with SpinVR; and/or any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by SpinVR in its sole and absolute discretion;
  4. contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the legal age of majority in his/her jurisdiction of residence (note: if you cannot obtain the consent of an individual appearing in your User Content, then his/her face must be blurred out and voice (if applicable) must be altered so as to be unrecognizable);
  5. is in any way disparaging, or might be seen to be disparaging, to SpinVR or any of its affiliates;
  6. infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others or give rise to any claims whatsoever;
  7. contains any viruses, Trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
  8. contains (in any format or media) any music, logos, trade-marks or other copyrighted materials (including, but not limited to, photographs, pictures, texts and lyrics) unless you have first obtained all necessary consents and permissions from the owner or owners of such materials.
 
  • You (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree that you shall not use the Website to:
  1. disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the Website, including without limitation the BRIOVR Platform;
  2. collect information about others without their consent; and/or
  3. upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available.
 
  • Further, you (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) agree that you shall not engage in prohibited or unauthorized use of the Website, the BRIOVR Platform, or of SpinVR’s systems, including, but not limited to, unauthorized entry into the systems, misuse of passwords, or misuse of any information on the Website.

 

5. Intellectual Property Rights (Re: Website Content)

The Website consists of various graphics, texts, icons and buttons that have been provided by SpinVR and/or other entities under our direction (e.g. Website designers). All such content is owned by SpinVR and/or the applicable third party entity. For greater certainty and the avoidance of doubt, SpinVR and applicable third party entities hold all right, title, and interest in and to any and all content provided by such parties for the Website, including, without limitation, all such information in text, graphical, video and audio formats, images, icons, designs, trade-marks, brand names and software (collectively, the “Website Content”). You (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge that the Website Content and the BRIOVR Platform are protected by all copyright, trade-mark, and other applicable intellectual property laws. Your use of the Website does not grant or transfer to you or any other part any ownership or other rights in the Website Content or the BRIOVR Platform, and except as expressly provided, nothing herein or within the Website shall be construed as conferring on you or any other party any license under any of SpinVR’s or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance any of the Website Content or the BIORVR Platform in any manner whatsoever.

Any rights not expressly granted to you in these Terms of Use are expressly reserved by SpinVR. For greater certainty and the avoidance of doubt, you agree that you will not take any action that is inconsistent with SpinVR’s ownership of the Website, the BRIOVR Platform, and/or SpinVR’s ownership of, or any third party’s ownership of, any Website Content. Without limiting the generality of the foregoing, users of this Website shall be entitled to copy Website Content contained within this Website only for their own personal and non-commercial use, but may not republish or reproduce any such Website Content in any manner, including, without limitation, via electronic reproduction by “uploading” or “downloading”, without the prior express written consent of SpinVR. SpinVR hereby grants each user of this Website a limited, non-exclusive and revocable license to make personal and non-commercial use of the Website and its Website Content as contemplated herein. For greater certainty and the avoidance of doubt, this limited license only allows you to view, download or print materials from this Website for your own personal and non-commercial use (provided all original copyright, trade-mark and other notices are preserved in their original form). This limited license does not include any rights not specifically enumerated herein, and, for greater certainty, does not include permission to redistribute, reproduce or republish, in any form, any Website Content contained within this Website, and does not grant any licence to redistribute, reproduce, republish, access, copy, or in any way use the BRIOVR Platform or any programming or code associated therewith.

 

6. Trade-marks

Certain names, graphics, logos, icons, designs, words, titles or phrases contained within the Website may constitute trade names, registered or unregistered trade-marks or service marks (collectively, “Trade-marks”) of SpinVR or other entities. Trade-marks may be registered in Canada and in other countries as applicable. All Trade-marks not owned by SpinVR are the property of their respective owners, and, where used by SpinVR are used under license or with permission. All Trade-marks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trade-marks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or on this Website may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trade-mark(s). You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) agree that you will not take any actions inconsistent with SpinVR’s ownership of, or any third party’s ownership of, the Trade-marks.

 

7. License Granted by Website Users to SpinVR **(Re: User Content) **

Certain features and/or portions of this Website permit you to upload, post or otherwise transmit User Content. By using any such features and/or portions and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) are giving SpinVR permission to forever use any User Content you submit on or through the Website.

By using the Website and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby: (i) grant to SpinVR a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all User Content (in any format or media) that you post on, upload or otherwise submit to or through, the Website; and (ii) waive all moral rights in and to all User Content that you post on, upload or otherwise submit to or through, the Website in favour of SpinVR. For greater certainty and the avoidance of doubt, this means that, among other things, SpinVR has the right to use any and all User Content and ideas you submit (including ideas about our products, platforms, programs, services, publications or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever.

Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby grant to each user of the Website a world-wide, perpetual, irrevocable, royalty-free, non-exclusive license to share any and all User Content (in any format or media) that you post on, upload or otherwise submit to or through, the Website via any share functionality that is or that may be available on the Website.

For greater certainty, User Content does not include content a properly subscribed user creates or places within the BRIOVR Platform, unless the user chooses to upload, post or otherwise transmit such content to the Website and/or SpinVR. Use of the BRIOVR Platform is subject to the BRIOVR Platform End User Licence Agreement.

 

8. Sharing User Content

Certain features and/or portions of the Website may permit you to share your User Content. You understand that any User Content you choose to share via the Website may be copied, used, modified, or distributed by any other users. Further, you understand that once your User Content is shared, it cannot always be withdrawn. You assume all risks associated with your User Content – including, but not limited to, any third party’s reliance on its quality, accuracy, or reliability, or any disclosure of information in your User Content that makes you or others personally identifiable. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree that SpinVR has no responsibility or liability whatsoever for any such activities. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) also agree and understand that your User Content is not sponsored or endorsed by SpinVR, and you will not imply that your User Content is in any way sponsored or endorsed by SpinVR. Please consider carefully what User Content you choose to share.

 

9. User Waivers and Representations (Re: User Content)

By using the Website and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge, agree, warrant and represent to SpinVR that any and all User Content (in any format or media) you post on, upload to or otherwise submit to or through, the Website.

  1. is original to you and that you have obtained all necessary rights in and to the User Content and all of its components (if applicable) to post, upload, or otherwise submit it to or through the Website;
  2. does not violate any law; and
  3. complies with these Terms of Use.
 
Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) also hereby acknowledge, agree, warrant and represent to SpinVR that:
  1. you shall be responsible for all acts or transactions that occur under your user account, including, without limitation, for ensuring the accuracy, reliability or completeness of any and all User Content you upload, post or otherwise transmit to or through the Website;
  2. we cannot (nor are we required to) guarantee the accuracy, reliability or completeness of any User Content; and
  3. we do not generally screen or edit User Content, but that we reserve the right, in our sole and absolute discretion, although we are under no legal obligation to do so, to monitor, edit or otherwise remove, at any time and without any notice and without obligation or incurring any liability, any User Content (or any portion of any User Content) on the Website.

 

10. Indemnification by User

By using the Website, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree to indemnify, defend and hold harmless SpinVR, and its agents, employees, officers, directors, successors and assigns (collectively, the “Released Parties”) from any loss, liability, claim, demand, damage or expense asserted by any entity relating in any way to your use of the Website, User Content and/or breach of these Terms of Use, including, without limitation, any and all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other cause of action whatsoever.

 

11. Notice of Infringing User Content

While SpinVR is under no legal obligation to actively screen or edit User Content, but reserve the right, in our sole and absolute discretion at any time and for any reason, to modify, edit or remove any User Content (or any portion thereof), or to request a User to modify or edit his or her User Content (or any portion thereof), if a complaint or notice of allegedly infringing materials is received with respect to the User Content, or for any other reason whatsoever.

To complain about User Content and/or to provide notice of allegedly infringing materials on the Website, please contact us at: info@spinvr.ca

 

12. Disclaimer and Limitation of Liability

THE WEBSITE AND ALL INFORMATION CONTAINED ON OR ACCESSED FROM THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RELEASED PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT: (I) THE WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER, SOFTWARE OR OTHER DEVICE; (II) THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE WEBSITE WILL BE SECURE; (V) THE USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE WEBSITE WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEMS, SOFTWARE OR ELECTRONIC FILES.

COMMENTS OR OPINIONS EXPRESSED ON THE WEBSITE ARE THOSE OF THEIR RESPECTIVE WEBSITE USERS ONLY. THE VIEWS EXPRESSED ON THE WEBSITE AND IN USER CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF SPINVR. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY IN RELATION TO, THE USER CONTENT POSTED, UPLOADED OR OTHERWISE SUBMITTED TO OR THROUGH THE WEBSITE.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE WEBSITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE WEBSITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE. YOU (AND YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) EXPRESSLY ACKNOWLEDGE THAT SPINVR HAS ENTERED INTO THIS AGREEMENT WITH YOU (OR, WITH YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) AND MAKES THE WEBSITE AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU (OR, YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) AND SPINVR. YOU (AND YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.

 

13. Electronic Transmissions

The transmission of data or information over the internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. The Released Parties do not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet or otherwise within the Website, such as transmissions involving the exchange of electronic messages of any kind (including those which may contain your personal information). In no event will the information you provide on or through the Website be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your consent. While commercially reasonable efforts are made to help ensure that all software provided on the Website is suitable for use on a wide variety of systems, you should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with your specific system. You should ensure that you have a complete and current backup of the information contained on your computer system prior to installing any such software.

 

14. Accuracy and Changes

Changes may be made at any time to the information at this Website without prior notice. Please consult SpinVR for complete and up-to-date information.

 

15. Governing Law and Jurisdiction

For users outside the province of Quebec, these Terms, your use of the Community, and all related matters shall be governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in relation to all disputes arising from or related to this Agreement, your use of the Community and any related matters.

For users in the province of Quebec, these Terms, your use of the Community, and all related matters shall be governed solely by the laws of the Province of Quebec, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec in the City of Montreal in relation to all disputes arising from or related to this Agreement, your use of the Community and any related matters.

 

16. Links and Other Websites

This Website may contain links to the websites of our subsidiaries and affiliates, and to websites that are independently owned and operated by third parties. These other websites may have their own privacy policies and terms and conditions that are not governed by these Terms of Use. We are not responsible for the privacy or other practices or the content of any website(s) owned and operated by any such subsidiaries, affiliates or third parties. Other websites may collect and treat information collected differently, so we encourage you to carefully read and review the privacy policy for each website you visit.

Any links from this Website to other websites, or references to products, services or publications other than those of SpinVR, do not imply the endorsement or approval of such websites, products, services or publications by SpinVR.

In the event of any discrepancy or inconsistency between these Terms of Use and disclosures or other statements contained in any websites featured on the Website or linked to the Website; the terms and conditions of these Terms of Use shall prevail, govern and control to the fullest extent permitted by law.

 

17. Termination

If you breach any provision of these Terms of Use, or our Privacy Policy you may no longer use the Website. We may, in our sole discretion, change, suspend or terminate, temporarily or permanently, the Website or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If these Terms of Use or your permission to use the Website (or any feature or portion thereof) is terminated by us for any reason, the Agreement formed by your (or, your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) acceptance of these Terms of Use will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and anything relating to or arising from such use. If you are dissatisfied with the Website or with these Terms of Use, or our Privacy Policy then your sole and exclusive remedy is to discontinue using the Website. The Disclaimer and Limitation of Liability, Intellectual Property and Indemnity provisions in this Agreement shall survive any termination of this Agreement.

 

18. General

If any provision of these Terms of Use is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms of Use shall continue in full force and effect. No failure to exercise or waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or any other provision of these Terms of Use.

These Terms of Use are binding upon you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) and your respective heirs, executors, beneficiaries, successors and assigns and you may not assign this Agreement to any other party without our prior express written consent, which consent may be withheld in our sole and absolute discretion.

Last updated: October 3, 2018

 

1. Introduction and Agreement to be Legally Bound by this Agreement

This End User Licence and Subscription (the “Agreement”) is a binding, contractual agreement between you (“you”, “your”, and “Licensee”) and Spin VR Corp., (“SpinVR”, “us”, “our” or “we”). This Agreement applies solely to Licensee’s use of the BRIOVR platform, software, services and documentation (collectively the “Platform”), including all versions of, and enhancements and modifications to, the Platform. By selecting a usage plan (“Usage Plan”), registering, or using the Platform, Licensee (and Licensee’s parent/legal guardian on Licensee’s behalf, if Licensee is under the age of majority in their jurisdiction of residence) is indicating Licensee’s acceptance of, and agreement with, all of the terms and conditions of this Agreement. If you are entering this Agreement on behalf of a company, business or other legal entity, you represent and warrant that you have all proper authorizations needed to bind that legal entity to this Agreement.

By registering for or using the Platform, you signify that you have read, fully understand and agree to be legally bound by these Terms of Use and to comply with all applicable laws and regulations as they may change from time to time. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE PLATFORM. We suggest you print a copy of these Terms of Use for your records.

 

2. Licence to use of the Platform

The Platform enables users to create three dimensional, virtual reality presentations. Access to and use of the Platform requires the completion of a registration and subscription process. Unless you have fully registered and subscribed, you have no right or licence to access or use the Platform. **All rights in the Platform are expressly reserved by SpinVR. **

Subject to your compliance with this Agreement, for the duration of your Usage Plan, SpinVR grants you a non-commercial, non-exclusive, non-sublicensable, non-transferable, limited, revocable, terminable license to use the Platform solely in object code form for its intended purpose, solely as permitted under this Agreement and in accordance with the usages permitted under your selected Usage Plan. SpinVR retains all right, title, and interest in and to the Platform and all related data and information, including intellectual property and proprietary rights and interests related thereto. This limited license does not include any rights not specifically enumerated herein, and, for greater certainty, does not include permission to redistribute, reproduce or republish, in any form, any the Platform or any Platform Content contained within this Platform, and does not grant any licence to redistribute, reproduce, republish, access, copy, or in any way use the Platform or any programming or code associated therewith.

 

3. Registration

When registering with us to use the Platform, you must provide complete and accurate information about yourself and agree to update such information as it changes. In the event that you do not provide or update such information, or we have reasonable grounds to suspect that you have not provided or updated such information, we shall have the right, in our sole and absolute discretion, to disable your account and prevent you from using the Platform, or any features of the Platform. It is your responsibility to keep your account and any password provided to or created by you confidential and secure. In the event that your account is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have reported a breach of security to us. You are solely responsible for any and all activities which occur under your user account.

 

4. Recurring Payments, Usage Plans and Renewals

By completing your registration for the Platform and selecting a Usage Plan that requires payments, you authorize us to charge you a subscription fee plus applicable taxes (“Subscription Fees”) on a recurring basis and in accordance with the Usage Plan you select. Unless otherwise selected by you at the time of your registration, and subject to any Promotion (defined below), the Subscription Fees will be charged to you monthly or yearly, based on the Usage Plan you have selected. You acknowledge that the recurring amount billed may vary for reasons that may include differing amounts due to applicable Promotions and fees for additional services you have agreed to, such as adding additional users to your Usage Plan. AS MAY BE DESCRIBED IN FURTHER DETAILS IN RESPECT OF THE USAGE PLAN YOU SELECT, AND UNLESS OTHERWISE PROVIDED IN RESPECT OF THAT USAGE PLAN, THE SUBSCRIPTION FEES WILL BEGIN TO BE CHARGED TO YOU AT THE THEN CURRENT RATE IMMEDIATELY UPON COMMENCEMENT OF THE USAGE PLAN.

FOR MONTHLY PLANS WITH MONTHLY PAYMENTS, THE INITIAL MONTHLY SUBSCRIPTION FEE WILL BE PAYABLE IMMEDIATELY UPON COMMENCEMENT OF THE USAGE PLAN, AND YOU WILL BE CHARGED THE MONTHLY SUBSCRIPTION FEES EACH MONTH OF THE TERM OF YOUR SUBSCRIPTION THEREAFTER.

FOR YEARLY PLANS WITH MONTHLY PAYMENTS, THE INITIAL MONTHLY SUBSCRIPTION FEE WILL BE PAYABLE IMMEDIATELY UPON COMMENCEMENT OF THE USAGE PLAN, AND YOU WILL BE CHARGED THE MONTHLY SUBSCRIPTION FEES EACH MONTH OF THE TERM OF YOUR SUBSCRIPTION THEREAFTER.

FOR PREPAID PLANS, THE ENTIRE SUBSCRIPTION FEE WILL BE PAYABLE IMMEDIATELY UPON COMMENCEMENT OF THE USAGE PLAN.

Usage Plans purchased on a monthly basis are billed each month until you cancel your subscription in accordance with Section 5. If you have purchased a Usage Plan for a fixed number of months (for example 12 months), for users who are not an individual resident in Quebec, your Usage Plan will automatically renew for a new subscription term (for example, a second 12 month term) unless you cancel your Usage Plan before the end of your current Usage Plan term. We will provide you with notice of the renewal. If you cancel your Usage Plan rather than renew, cancellation will be effective the day after the end of your current Usage Plan term (and for individual residents of Quebec, cancellation will be effective on the sending of your notice of cancellation or on the date specified in your notice of cancellation). Your failure to cancel your subscription during the current term will result in the renewal of your Usage Plan at the then-current subscription rate and for the same term as your current subscription (e.g., monthly, yearly etc.).

Different usage limitations, conditions, and restrictions may apply depending on the Usage Plan you select. For example, different usage plans may come with limitations on the number of devices on which you may use the Platform, the number of users who may use the Platform, the features of the Platform you have access to, and the amount of storage space you have in association with the Platform.

The applicable taxes will depend upon your location. If your credit card payment is declined, you acknowledge that you will no longer be able to access and use the Platform. Unless otherwise indicated, all dollar amounts on the website and payments hereunder are in U.S. dollars.

 

5. Cancellation and Refunds

All Subscription Fees are non-refundable, except in accordance with this section and as required under applicable law.

You may cancel your recurring Usage Plan or any additional services you have requested (e.g. additional users) by completing the cancellation process accessible from the “Plan & Billing” section of the account settings page on the website.

Monthly Plans. We will not provide refunds or credits for any partial subscription periods for Usage Plans that are paid monthly. If you cancel your subscription to a Usage Plan that is paid monthly, you will not be refunded or credited any portion of your last paid Subscription Fee (plus applicable taxes). Following any cancellation, however, you will continue to have access to the Platform through the end of your current Usage Plan period, at which point your subscription will terminate. For example, if you are on a monthly plan, you will continue to have access to the Platform for the remainder of the month in which you cancel, and at the end of that month, your Usage Plan will terminate and you will not be charged further Subscription Fees.

Prepaid Fixed Term Usage Plans. If you have purchased a usage plan for a fixed number of months (for example 12 months), (the “Term”), and have paid in full for that Usage Plan, the you may cancel at any time within Term, and submit a refund request by completing the cancellation process accessible from the “Plan & Billing” section of the account settings page on the website. You will receive a pro-rata refund in respect of the amount of the Subscription Fees paid by you in respect of the period of the Term that has not elapsed as of the effective date of termination.

Following the effective date of termination, you will no longer have the right to use the Platform.

 

6. Promotions

From time to time, and in our sole and absolute discretion, we may offer certain promotional offers (individually, a “Promotion” and, collectively, “Promotions”) such as gift codes, promotional codes, pre-paid subscription plans, or other promotional offers made available in association with the Platform during a prescribed period of time (the “Promotion Period”). In addition to this Agreement, which will continue to apply to your use of the Platform during any Promotion, any other terms and conditions that apply to such Promotions, if any, will be disclosed at the time we choose to make such Promotions available to you, and you agree to them by requesting or otherwise participating in the Promotion.

 

7. Updates modifications and deletions.

From time to time, we may remotely update, upgrade, modify, delete or stop supporting the Platform or any of its components for any reason, including, without limitation, to enhance Platform functionality or stability or to address potential safety or security concerns. You agree that we may at any time automatically update, upgrade, modify, delete, or stop supporting the Platform. If the Platform is updated, upgraded or modified, whether to enhance or correct features or functionality, then this Agreement will apply to the updates, upgrades and modifications in addition to any other terms that are presented to you in connection with the update, upgrade or modification. Unless set out as part of your Usage Plan, we have no obligation to provide any customer support for the Platform.

 

8. User Conduct

Certain features and/or portions of the Platform may permit you to upload, post or otherwise transmit content that you have created (the “User Content”). For greater certainty, User Content does not include content incorporated into a virtual reality presentation by a properly subscribed user of the BRIOVR Platform, unless you choose to upload, post or otherwise transmit such content to a public area of the Platform and/or SpinVR.

  • You (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree that you shall not use the Platform to upload, post, communicate or otherwise submit or transmit through, or to, the Platform any User Content that:
  1. may, in the sole and absolute discretion of SpinVR, degrade, tarnish or deprecate SpinVR, and/or the public image or standing in the community of SpinVR, any of its affiliates (including, without limitation, sponsors or endorsers of the Website and/or SpinVR), the Platform, or any other products or services of SpinVR;
  2. is deemed, in the sole and absolute discretion of SpinVR, to be defamatory, trade libellous, pornographic or obscene;
  3. is deemed, in the sole and absolute discretion of SpinVR, to contain, depict, include, discuss or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterizations of any ethnic, racial, sexual, religious or other groups; content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of individuals, including, without limitation, names, telephone numbers and addresses (physical or electronic); commercial messages, comparisons or solicitations for products or services other than those of SpinVR, or your own products and services if you are under a Usage Plan for professional use; any identifiable third party products, trade-marks, brands and/or logos, other than those of SpinVR (e.g. any materials appearing in your User Content must not contain any visible logos, trade-marks or other third party materials unless the appropriate consents have been obtained – note: all identifiable third party products, trade-marks, brands and/or logos for which consent has not been obtained must be blurred out so as to be unrecognizable); conduct or other activities in violation of this Agreement, or any other agreement you may have with SpinVR; and/or any other content that is or could be considered inappropriate, unsuitable or offensive, all as determined by SpinVR in its sole and absolute discretion;
  4. contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the legal age of majority in his/her jurisdiction of residence (note: if you cannot obtain the consent of an individual appearing in your User Content, then his/her face must be blurred out and voice (if applicable) must be altered so as to be unrecognizable);
  5. is in any way disparaging, or might be seen to be disparaging, to SpinVR or any of its affiliates;
  6. infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others or give rise to any claims whatsoever;
  7. contains any viruses, Trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  8. violates any applicable law, statute or regulation; and/or
  9. contains (in any format or media) any music, logos, trade-marks or other copyrighted materials (including, but not limited to, photographs, pictures, texts and lyrics) unless you have first obtained all necessary consents and permissions from the owner or owners of such materials.
  • You (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree that you shall not use the Platform to:
  1. disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the Platform, or any SpinVR system; collect information about others without their consent; and/or
  2. upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available.
 
  • Further, you (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) agree that you shall not engage in prohibited or unauthorized use of the Platform, or of SpinVR’s systems, including, but not limited to, unauthorized entry into the systems, misuse of passwords, or misuse of any information on the Platform.

 

9. Intellectual Property Rights and Restrictions (Re: Platform)

The Platform consists of various graphics, texts, icons and buttons that have been provided by SpinVR and/or other entities under our direction (e.g. licensors). All such content is owned by SpinVR and/or the applicable third party entity. For greater certainty and the avoidance of doubt, SpinVR and applicable third party entities hold all right, title, and interest in and to any and all content provided by such parties for the Platform, including, without limitation, all such information in text, graphical, video and audio formats, images, icons, designs, trade-marks, brand names and software (collectively, the “Platform Content”). You (and your parent/legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge that the Platform Content is protected by all copyright, trade-mark, and other applicable intellectual property laws. Your use of the Platform does not grant or transfer to you or any other part any ownership or other rights in the Platform Content, and except as expressly provided, nothing herein or within the Platform shall be construed as conferring on you or any other party any license under any of SpinVR’s or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance any of the Platform in any manner whatsoever.

**You may not use, copy, modify, download, distribute or transfer the Platform or any component of the Platform, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, decrypt, or translate the Platform, attempt to derive the source code of the Platform, create any derivative work from the Platform or authorize or assist any third party to do any of the foregoing. You may not rent, lease, sublicense, loan, resell for profit or distribute the Platform, or any part thereof. You may not remove or alter any proprietary notice or legend regarding SpinVR’s proprietary rights in the Platform. You agree to take all reasonable precautions to secure the Platform from distribution to any third party. You shall use the Platform only to support your own activities and shall not make the Platform available to third parties otherwise permit or authorize third parties to use the Platform, through your account or otherwise. **

**The Platform is licensed, not sold to Licensee. The Platform is the property of SpinVR and SpinVR retains all right, title and interest in and to the Platform, including any intellectual property rights regarding trademarks, service marks and trade secrets, as well as any rights in copyrighted or patented materials provided to you as part of the Platform. Except for the limited license granted to you in this Agreement, you obtain no rights to the Platform and SpinVR reserves all rights not expressly granted to you. **

**Any rights not expressly granted to you in this Agreement are expressly reserved by SpinVR. For greater certainty and the avoidance of doubt, you agree that you will not take any action that is inconsistent with SpinVR’s ownership of the Platform, and/or SpinVR’s ownership of, or any third party’s ownership of, any Platform Content. Without limiting the generality of the foregoing, users of the Platform shall be entitled to copy Platform Content contained within this Platform only for their own personal and non-commercial use, but may not republish or reproduce any such Platform Content in any manner, including, without limitation, via electronic reproduction by “uploading” or “downloading”, without the prior express written consent of SpinVR. **

 

10. Trade-marks

Certain names, graphics, logos, icons, designs, words, titles or phrases contained within the Platform may constitute trade names, registered or unregistered trade-marks or service marks (collectively, “Trade-marks”) of SpinVR or other entities. Trade-marks may be registered in Canada and in other countries as applicable. All Trade-marks not owned by SpinVR are the property of their respective owners, and, where used by SpinVR are used under license or with permission. All Trade-marks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trade-marks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or on the Platform may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trade-mark(s). You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) agree that you will not take any actions inconsistent with SpinVR’s ownership of, or any third party’s ownership of, the Trade-marks.

 

11. License Granted by Users to SpinVR **(Re: User Content) **

Certain features and/or portions of the Platform permit you to publicly upload, post or otherwise transmit User Content. By using any such features and/or portions and providing User Content publicly, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) are giving SpinVR permission to forever use any User Content you submit on or through a public area Platform.

By using the Platform and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby: (i) grant to SpinVR a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all User Content (in any format or media) that you post on, upload or otherwise submit to or through, the Platform; and (ii) waive all moral rights in and to all User Content that you post on, upload or otherwise submit to or through, the Platform in favour of SpinVR. For greater certainty and the avoidance of doubt, this means that, among other things, SpinVR has the right to use any and all User Content and ideas you submit (including ideas about our products, platforms, programs, services, publications or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever.

Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby grant to each user of the Platform a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive license to share any and all User Content (in any format or media) that you publicly post on, upload or otherwise submit to or through, the Platform via any share functionality that is or that may be available on the Platform.

For greater certainty, User Content does not include content a properly subscribed user creates or places within the Platform, unless the user chooses to upload, post or otherwise transmit such content to a public area of the Platform and/or SpinVR.

 

12. Sharing User Content

Certain features and/or portions of the Platform may permit you to share your User Content. You understand that any User Content you choose to share via the Platform may be copied, used, modified, or distributed by any other users. Further, you understand that once your User Content is shared, it cannot always be withdrawn. You assume all risks associated with your User Content – including, but not limited to, any third party’s reliance on its quality, accuracy, or reliability, or any disclosure of information in your User Content that makes you or others personally identifiable. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree that SpinVR has no responsibility or liability whatsoever for any such activities. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) also agree and understand that your User Content is not sponsored or endorsed by SpinVR, and you will not imply that your User Content is in any way sponsored or endorsed by SpinVR. Please consider carefully what User Content you choose to share.

 

13. User Waivers and Representations (Re: User Content)

By using the Platform and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge, agree, warrant and represent to SpinVR that any and all User Content (in any format or media) you post on, upload to or otherwise submit to or through, the Platform:

1. is original to you and that you have obtained all necessary rights in and to the User Content and all of its components (if applicable) to post, upload, or otherwise submit it to or through the Platform;

2. does not violate any law;

3. and complies with this Agreement.

Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) also hereby acknowledge, agree, warrant and represent to SpinVR that:

1. you shall be responsible for all acts or transactions that occur under your user account, including, without limitation, for ensuring the accuracy, reliability or completeness of any and all User Content you upload, post or otherwise transmit to or through the Platform;

2. we cannot (nor are we required to) guarantee the accuracy, reliability or completeness of any User Content; and

3. we do not generally screen or edit User Content, but that we reserve the right, in our sole and absolute discretion, although we are under no legal obligation to do so, to monitor, edit or otherwise remove, at any time and without any notice and without obligation or incurring any liability, any User Content (or any portion of any User Content) on the Platform.

14. Indemnification by User

By using the Platform, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby agree to indemnify, defend and hold harmless SpinVR, and its agents, employees, officers, directors, successors and assigns (collectively, the “Released Parties”) from any loss, liability, claim, demand, damage or expense asserted by any entity relating in any way to your use of the Platform, User Content and/or breach of this Agreement, including, without limitation, any and all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other cause of action whatsoever.

 

15. Notice of Infringing User Content

While SpinVR is under no legal obligation to actively screen or edit User Content, we reserve the right, in our sole and absolute discretion at any time and for any reason, to modify, edit or remove any User Content (or any portion thereof), or to request a User to modify or edit his or her User Content (or any portion thereof), or to modify, edit or remove any other content on the Platform, if a complaint or notice of allegedly infringing materials is received with respect to such content, or for any other reason whatsoever.

To complain about User Content and/or to provide notice of allegedly infringing materials on the Platform, please contact us at: info@spinvr.ca

16. Disclaimer and Limitation of Liability

THE PLATFORM AND ALL INFORMATION CONTAINED ON OR ACCESSED FROM THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RELEASED PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT: (I) THE PLATFORM WILL BE COMPATIBLE WITH YOUR COMPUTER, SOFTWARE OR OTHER DEVICE; (II) THE PLATFORM WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE PLATFORM WILL BE SECURE; (V) THE USE OF THE PLATFORM WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE PLATFORM WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEMS, SOFTWARE OR ELECTRONIC FILES.

COMMENTS OR OPINIONS EXPRESSED ON THE PLATFORM ARE THOSE OF THEIR RESPECTIVE USERS ONLY. THE VIEWS EXPRESSED ON THE PLATFORM AND IN USER CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF SPINVR. THE RELEASED PARTIES ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY IN RELATION TO, THE USER CONTENT POSTED, UPLOADED OR OTHERWISE SUBMITTED TO OR THROUGH THE PLATFORM.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE PLATFORM ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED. THE INFORMATION ON THE PLATFORM IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE PLATFORM. YOU (AND YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) EXPRESSLY ACKNOWLEDGE THAT SPINVR HAS ENTERED INTO THIS AGREEMENT WITH YOU (OR, WITH YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) AND MAKES THE PLATFORM AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU (OR, YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) AND SPINVR. YOU (AND YOUR PARENT/LEGAL GUARDIAN ON YOUR BEHALF IF YOU ARE UNDER THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE) EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.

 

17. No Duty To Correct Errors

You acknowledge and agree that SpinVR has no obligation under this Agreement to correct any defects or errors in the Platform, regardless of whether you inform SpinVR of such defects or errors or SpinVR otherwise is, or becomes aware of, such defects or errors. To the extent SpinVR provides you with any updates or upgrades to the Platform such updates and upgrades shall be deemed to constitute part of the Platform and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Platform.

 

18. Open Source

If the Platform includes any Open Source Software, then your rights and responsibilities with respect to the Open Source Software will be governed according to the terms of the applicable Open Source License. “Open Source Software” means software made available to others under the terms of an Open Source License; “Open Source License” means a software license that includes, but is not limited to, terms that: (a) permit distribution or redistribution of the software, including free of charge and for sale, by others without royalty or fee and allows for such distribution/redistribution to include source code and compiled code; (b) permits modifications, compilations, and derived works be created from the software and be distributed under the same terms as the original software; or (c) attach to the software and applies to all persons, entities, groups, organizations and institutions (the “Recipients”) to whom the software is distributed and/or who redistribute the software without the need for the Recipients to execute or otherwise acquire an additional license.

 

19. Export Compliance

You will comply worldwide with all laws and regulations applicable to the Platform. You may not use, export, re-export, import, sell, or transfer the Platform except as authorized by applicable law and any other applicable laws and regulations. You also agree that you will not use the Platform for any purposes prohibited by applicable law.

 

20. Electronic Transmissions

The transmission of data or information over the internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. The Released Parties do not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet or otherwise within the Platform, such as transmissions involving the exchange of electronic messages of any kind (including those which may contain personal information). In no event will the information you provide on or through the Platform be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your consent. While commercially reasonable efforts are made to help ensure that software provided on the Platform is suitable for use on a wide variety of systems, you should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with your specific system. You should ensure that you have a complete and current backup of the information contained on your computer system prior to using the Platform.

 

21. Changes to this Agreement

Subject to applicable law, we reserve the right, in our sole and absolute discretion, to modify all or any portion of this Agreement at any time without incurring any liability or obligation whatsoever to you or any other person or entity. If we do this, we will post the changes to this Agreement at least thirty (30) days before the modification comes into effect, and will indicate at the top of this page the date this Agreement was last modified.

In addition, if you have registered for the Platform, we will provide you notice using email and/or your mailing address, or any other contact information we have for you in our discretion, and setting out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. To the fullest extent permitted by applicable law, as your sole remedy, you may refuse the modification and rescind, or cancel your subscription without cost, penalty, cancellation fee or cancellation indemnity, by providing us with notice to that effect no later than thirty (30) days after the modification comes into force, using the information in the notice. To the fullest extent permitted by applicable law, your continued access to and/or use of the Platform after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, this Agreement, as modified.

Subject to our right to make modifications, no other statements (written or verbal) will change this Agreement.

You may not make any changes to this Agreement.

 

22. Governing Law and Jurisdiction

For users who are not individuals in the province of Quebec, this Agreement, your use of the Platform, and all related matters shall be governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in relation to all disputes arising from or related to this Agreement, your use of the Platform and any related matters.

For users who are individuals in the province of Quebec, this Agreement, your use of the Platform, and all related matters shall be governed solely by the laws of the Province of Quebec, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec in the City of Montreal in relation to all disputes arising from or related to this Agreement, your use of the Platform and any related matters.

 

23. Links and Other Websites

The Platform may contain links to the websites of our subsidiaries and affiliates, and to websites that are independently owned and operated by third parties. These other websites may have their own privacy policies and terms and conditions that are not governed by this Agreement. We are not responsible for the privacy or other practices or the content of any website(s) owned and operated by any such subsidiaries, affiliates or third parties. Other websites may collect and treat information collected differently, so we encourage you to carefully read and review the privacy policy for each website you visit.

Any links from this Platform to other websites, or references to products, services or publications other than those of SpinVR, do not imply the endorsement or approval of such websites, products, services or publications by SpinVR.

In the event of any discrepancy or inconsistency between this Agreement and disclosures or other statements contained in any websites featured on the Platform or linked to the Platform; the terms and conditions of this Agreement shall prevail, govern and control to the fullest extent permitted by law.

 

24. Termination

If you breach any provision of this Agreement, or our Privacy Policy you may no longer use the Platform. We may, in our sole discretion, change, suspend, temporarily or permanently, the Platform or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity, except as may be required by applicable law. In addition, SpinVR may cancel your subscription upon no less than thirty (30) days (if you are an individual resident of Québec, sixty (60) days) advance written notice to you. If this Agreement or your permission to use the Platform (or any feature or portion thereof) is terminated by us for any reason, the Agreement formed by your (or, your parent’s or legal guardian’s on your behalf, if you are under the age of majority in your jurisdiction of residence) acceptance of this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Platform and anything relating to or arising from such use. If you are dissatisfied with the Platform or with this Agreement, or our , then your sole and exclusive remedy is to discontinue using the Platform, and cancelling your subscription. The Disclaimer and Limitation of Liability, Intellectual Property and Indemnity provisions in this Agreement shall survive any termination of this Agreement.

 

25. Privacy

Without limiting the generality of this Agreement, your use of the Platform is also subject to the terms of our Privacy Policy. Please carefully review our Privacy Policy. By using the Platform, or by otherwise providing us with personal information, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) signify that you have read, fully understand and agree to our Privacy Policy.

 

26. General

This Agreement constitutes the entire agreement between the parties respecting the subject matter hereof, and supersedes all previous proposals, negotiations, representations, warranties, commitments, writings and communications between parties. The terms of this Agreement shall prevail notwithstanding any variance with the terms of any purchase order or any other document submitted by you.

If any provision of this Agreement is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect. No failure to exercise or waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision of this Agreement.

This Agreement is binding upon you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) and your respective heirs, executors, beneficiaries, successors and assigns and you may not assign this Agreement to any other party without our prior express written consent, which consent may be withheld in our sole and absolute discretion.

 

27. Contact Us

Questions? If you have any questions or concerns this Agreement, please contact us at:

901 King Street West, Suite 502

Toronto, Ontario

M5V 3H5

You may email us at: info@spinvr.ca

Last updated: October 3, 2018

 


At Spin Corp. and Spin VR Corp., (collectively “SpinVR”, “us”, “our” or “we”), we respect your privacy. Our privacy policy (“Privacy Policy”) summarizes what personal information we collect, and how we use and disclose this information. This Privacy Policy also describes other important topics relating to your privacy.

By using the SpinVR website at www.briovr.com (the “Site”), subscribing to use, and/or using the BRIOVR Platform, or by choosing to submit personal information to SpinVR, you signify your consent to all of the terms of this Privacy Policy. If you do not agree with any terms of this Privacy Policy, please do not use this Site, the using the BRIOVR Platform, or submit any personal information to SpinVR.

SpinVR reserves the right to modify this Privacy Policy at any time. We will reflect any such modifications to this Privacy Policy on our Site and will indicate on this page the date this Privacy Policy was last amended. Your continued access to and/or use of the Site and/or the BRIOVR Platform after any such changes constitutes your acceptance of, and agreement to be legally bound by, this Privacy Policy, as revised. Please periodically review this Privacy Policy so that you know what personal information we collect, how we use it, and with whom we may share it.

 

What Personal Information SpinVR Collects

Personal information is information about an identifiable individual, such as your name, address, telephone number, email address or payment information (“Personal Information”). We collect Personal Information when you voluntarily provide it through our Site, or when you provide it to us through other means. For example, we may collect Personal Information when you:

  • Provide us with information on our through our Site;
  • Create an account;
  • Use the Site to make a purchase;
  • Access or use the BRIOVR Platform, which enables users to create three dimensional, virtual reality presentations;
  • Contact us through e-mail, telephone, mail, or other correspondence; or
  • Otherwise provide us with Personal Information.

The Personal Information we may collect may include:

  • When you create an account, your name, and contact information, such as your e-mail address;
  • If you choose to make a purchase, we use a third party service provider to collect and process your payment information;
  • Any other Personal Information that you voluntarily choose to submit to us.

 

Cookies and How SpinVR Collects Information Through Technological Means

When you visit our Site or use the BRIOVR Platform, we may collect information that is automatically sent to us by your device, web browser or your internet service provider. This information may include your domain name and your numerical IP address. We may also collect other general information (such as the type of device and/or browser you use, which pages you view, and the files you request). We use this information to better understand how visitors use our Site and the BRIOVR Platform, and to improve our services and products to better meet your needs. The amount of information that is sent to us depend on the settings you use. Please refer to the instructions provided by your browser or device if you want to learn more about what information they sends to websites you visit, or how you may change or restrict this.

We may use a feature on our Site called a “cookie” and/or other similar devices. Cookies are small files that your web browser places on your computer or device’s hard drive. They are used for a variety of reasons, such as tracking click streams, and for load balancing. Information tracked through these mechanisms may include, but is not limited to: (i) your IP address; (ii) the type of web browser and operating system being used; and (iii) the pages of the Site a user visits. Your browser gives you the option to reject cookies. However, setting your browser to reject cookies generally hinders the browser’s performance and will adversely affect your experience while using our Site.

 

How SpinVR **Uses and Discloses Personal Information **

The Personal Information we collect may be used by SpinVR for the purposes for which it was collected, as provided in this Privacy Policy, or for other purposes that are disclosed to you and to which you consent. For example, we may use your Personal Information to:

  • Operate our Site in accordance with its terms and conditions;
  • Permit you to use the BRIOVR Platform;
  • Facilitate, complete or confirm, a purchase you choose to make using the Site, including facilitating payment for your purchase through our third party payment processor;
  • Respond to your questions or inquiries;
  • To conduct market research and surveys;
  • To conduct promotional activities, including contests;
  • To improve our products, platform, services and Site;
  • Supply you with requested information on our products, platform, and services;
  • To send you informational or promotional communications that you have agreed to receive;
  • To carry out other purposes that are disclosed to you and to which you consent;
  • To carry out any other purpose permitted or required by law.

If you have provided us with your Personal Information, but later decide you no longer want us to send you any commercial communications from us, you may unsubscribe by using the unsubscribe message in our commercial communications.

We may transfer your Personal Information to third party service providers that assist us with carrying out these purposes. For example, we may use a data processing contractor to operate computer systems on our behalf or to process payments for us.

We reserve the right to transfer any Personal Information we have about you in the event that we merge with or are acquired by a third party or should any such transaction be proposed. We may also use, or disclose your Personal Information to third parties, if we have reason to believe that using or disclosing such information is necessary to: (i) conduct investigations of possible breaches of law; (ii) identify, contact, or bring legal action against someone who may be violating any agreement they have with us; (iii) investigate security breaches or cooperate with government authorities pursuant to a legal matter; or (iv) to protect our rights, safety or property. Lastly, we may disclose your Personal Information for any other purpose to which you Consent.

Personal Information collected online may also be combined with information you have provided to SpinVR through other sources such as over the telephone.

 

How we Protect Personal Information

The security of your Personal Information is important to us. We protect your Personal Information by maintaining physical, organizational and technological safeguards intended to help protect against unauthorized use, disclosure or access. Personal Information may be accessed by persons within our organization, or our third party service providers, who require such access to carry out the purposes indicated above, or such other purposes as may be permitted or required by the applicable law. Personal Information we collect is maintained from Toronto, Canada.

Although we have taken measures to help protect our Site, computer systems and any Personal Information that we have collected from unauthorized use, access, disclosure, misuse, alteration or destruction, no security measures can provide absolute protection. We cannot ensure or warrant the security of any information you provide to us.

Some or all of the Personal Information we collect may be stored or processed on servers located outside your jurisdiction of residence, including in the United States, whose data protection laws may differ from the jurisdiction in which you live. As a result, this information may be subject to access requests from governments, courts, or law enforcement in those jurisdictions according to laws in those jurisdictions. Subject to applicable laws in such other jurisdictions, we will use reasonable efforts to ensure that appropriate protections are in place to require the data processor in that country to maintain protections on the Personal Information.

 

Access and Rectification

You have a right to request access to your Personal Information and to request a correction to it if you believe it is inaccurate. If you have submitted Personal Information to SpinVR and would like to have access to it, or if you would like to have it removed or corrected, please contact us using the contact information provided below. We may require you to verify your identity before we provide you with access to your Personal Information. We will use reasonable efforts to comply with your request; however, in some cases we may not be able to allow you to access certain Personal Information in certain circumstances, for example if it contains Personal Information of other persons, or for legal reasons. In such cases, we will provide you with a reasonable explanation of why it is not possible to grant access to your Personal Information.

 

Children and Parents

SpinVR does not knowingly collect Personal Information from children under thirteen. If a child has already provided us with Personal Information, his or her parent or legal guardian may contact us for the purpose of deleting this information.

 

Third Party Websites

The Site may contain links to other third party websites. These other websites may have their own privacy policies and terms and conditions that are not governed by this Privacy Policy. We are not responsible for the privacy practices or the content of any website(s) owned and operated by any such third parties. Other websites may collect and treat information collected differently, so we encourage you to carefully read and review the privacy policy for each website you visit. Any links from this Site to other websites, or references to products, services or publications other than those of SpinVR, do not imply the endorsement or approval of such websites, products, services or publications by SpinVR.

 

How to Contact Us

If you have any questions regarding this Privacy Policy, any Personal Information you have submitted to us, or if you would like to:

access Personal Information that you have already provided to us so that you can correct or update it, or request that it be deleted;

request the deletion of Personal Information regarding your minor child; or

report any violation of this Privacy Policy;

Please advise us by contacting us at: info@spinvr.ca