This agreement is effective as of the date the client agrees to these terms online, via subscription, or by signing or otherwise accepting the agreement.
It governs the relationship between VR Technologies, LLC and the entity or individual subscribing to or using VRPlatform services from the effective date until termination.
Parties and Interpretation
Provider: VR Technologies, LLC, 121 S. Tejon Street, Suite 201, Colorado Springs, CO 80903, United States.
Client: the entity or individual accepting these terms through subscription, registration, or use of the services.
The source agreement defines terms including Authorised Users, Client Data, Documentation, Services, Software, Subscription Fees, Subscription Term, Support Services, and Vendor.
Licence
Subject to payment of subscription fees and compliance with the agreement, the provider grants the client a non-exclusive, non-transferable right to let authorised users use the software and documentation during the subscription term.
The client must keep authorised-user credentials secure, maintain an up-to-date list of authorised users, cooperate with usage audits, and promptly disable unauthorized access.
Restrictions on Use
The client may not store or transmit unlawful, harmful, threatening, defamatory, obscene, infringing, discriminatory, or otherwise illegal material through the software.
The client may not copy, modify, republish, reverse engineer, distribute, commercially exploit, or use the services to build competing products or provide services to third parties beyond authorised use.
Services and Support
The provider will make the services and documentation available during the subscription term and will use commercially reasonable efforts to make the services available twenty-four hours a day, seven days a week.
Planned maintenance may occur during the stated maintenance window, and unscheduled maintenance may occur outside normal business hours with reasonable advance notice where possible.
Data Protection and Client Data
Both parties must comply with applicable data protection laws. The client acts as controller of personal data and the provider acts as processor when handling client data through the services.
The client is responsible for ensuring it has all required notices and consents. The provider agrees to use appropriate technical and organizational safeguards, keep personal data confidential, report breaches without undue delay, and return or delete personal data on written direction at termination, subject to legal retention obligations.
- Process personal data only as needed to provide the services.
- Keep records demonstrating compliance and allow limited audits.
- Obtain consent before appointing additional sub-processors handling personal data.
Third-Party Providers
VRPlatform may enable access to third-party sites, services, and vendors. Those relationships are at the client's own risk.
The provider does not endorse third-party websites and is not responsible for their content, privacy policies, or the contracts the client enters into with them.
Provider Obligations
The provider undertakes to perform services substantially in accordance with the documentation and support policy using reasonable skill and care.
If the services do not conform, the provider's remedy is to use reasonable commercial efforts to correct the issue or provide an alternative means of accomplishing the intended result.
- The provider does not guarantee uninterrupted or error-free use.
- The provider is not liable for delays or failures caused by internet or network limitations.
- The provider may enter similar agreements with third parties or develop similar services independently.
Client Obligations
The client must provide cooperation, information, access, licenses, and permissions needed for the provider to deliver the services.
The client is responsible for authorised users, compliance with law, timely assistance, suitable network infrastructure, and all internet or telecommunications issues on the client side.
Charges, Billing, and Trial Periods
Subscription fees are due from the billing date and are payable by direct debit or credit card in U.S. dollars, exclusive of applicable taxes.
Commission revenue owed to the client through the software is arranged between the client and vendors; the provider facilitates payments but does not enforce vendor payment terms.
The provider may offer a trial period. Unless otherwise agreed, the default trial period is ten days and may convert automatically into a paid subscription unless cancelled before expiration.
- The provider may suspend access if invoices remain unpaid.
- Overdue amounts accrue interest at four percent above the Wall Street Journal prime rate.
- Material pricing changes require at least thirty days' written notice.
Intellectual Property and Confidentiality
All intellectual property in the services, documentation, and support policy belongs to the provider or its licensors, except as expressly granted under the agreement.
Each party must protect the other party's confidential information, use it only to perform the agreement, and disclose it only where required by law or to personnel who need to know it.
Indemnity and Liability Limits
The provider agrees to defend and indemnify the client against certain third-party intellectual property claims concerning the services, subject to prompt notice, cooperation, and the provider's control of the defense.
Except for liability that cannot legally be excluded, the provider disclaims implied warranties and provides the services on an 'as is' basis.
- No liability for indirect, consequential, or similar losses including lost profits or loss of goodwill.
- Aggregate liability is capped at the subscription fees paid during the twelve months preceding the claim.
- Nothing excludes liability for death or personal injury caused by negligence or for fraud.
Term and Termination
The agreement continues on a monthly basis from the effective date unless terminated on thirty days' written notice or terminated earlier for non-payment, material breach, insolvency, or similar events.
On termination, licenses end immediately, use of the services must stop, and the provider must return or dispose of client data in line with the client's reasonable written requirements and applicable law.
General Provisions
The agreement includes standard clauses for force majeure, variation, waiver, severance, entire agreement, assignment, no partnership, marketing use of client marks, third-party rights, notices, and counterparts.
It is governed by the laws of the State of Colorado, and disputes are subject to the exclusive jurisdiction of state and federal courts located in Douglas County, Colorado.
Schedule 1: Personal Data Processing
Scope and purpose: the provider processes personal data to provide the services in compliance with applicable U.S. data protection laws.
Nature: the provider stores, transfers, and allows client access to personal data through the software.
Duration: processing continues for the duration of the subscription term.
Types of personal data: names, titles, postal addresses, telephone numbers, and email addresses.
Categories of data subjects: authorised users, guests, and vendors.