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Terms of Use

Last updated on: December 22, 2023

These terms of use (the "Agreement") are entered into between 11837192 CANADA INC., doing business as MONDE HOPPIN / HOPPIN’ WORLD (Quebec Business Number 1175174029), a corporation legally incorporated under the Canada Business Corporations Act ("we", "us", "our", or the "Company"), with its head office at 141 President Kennedy Avenue, SB-7250 #18, Montreal, Quebec, H2X 1Y4, Canada;

and the individual or entity accepting this Agreement ("you", "your", or the "Client", and collectively with the Company, the "Parties").

A copy of this Agreement i available on our website. The Agreement is deemed to have been formed at the Company’s address listed above.

By downloading our Platform (as defined below) or otherwise using our Services (as defined below), you acknowledge that you have read and agree to be bound by the terms of this Agreement, which supersede all prior agreements, understandings, negotiations, and discussions, whether written or oral, that may have occurred between you and the Company, except for any executed Purchase Order (as defined below) and our

PRIVACY POLICY published on our website https://hoppin.world (the "Privacy Policy"), which are deemed to be an integral part of these terms.

You must agree to be bound by the terms of this Agreement to access the Platform and use our Services. If you do not agree to be bound by the terms provided herein, please do not subscribe to the Services or use our Platform or website.

The Agreement is formed on the date the Platform is downloaded by the Client or the date on which you otherwise begin to use our Services. This Agreement allows the Client to access the content and functionalities of the Platform. To do so, the Client must install the Platform's virtual reality application on a compatible brand of virtual reality headset (including Meta Quest 2) or access the web version of the Platform on their computer or mobile phone. To take full advantage of the online digital content, the Company recommends using browsers that are most compliant with the latest web standards (such as Chrome). As these are subject to various technological changes, the Company cannot guarantee that these browsers will always be compatible with the Platform, and the Company will not be liable for service interruptions resulting from such technological changes. The ecosystems on which the Platform is accessible may be updated from time to time by the Company, at its sole discretion and in line with technological evolution.

Downloading and using the Platform is free of charge. Using the Platform, either as a virtual reality application or as a software-as-a-service, allows you to:

(i) access immersive representations of real or reality-adapted locations, move within them, and interact via avatars with objects and/or other users, and (ii) manage your account and information, including your payment or payment receipt information, as applicable; and

(iii) access data and statistics about your account, experiences, revenue, and related functionalities.

If you are a consumer, your use is subject to the following General Conditions, but only to the extent they are compatible with the applicable consumer protection laws in your jurisdiction.

The use of the Platform is no longer free when you wish to create a User Account (as defined below) to create spaces for adding 360 videos to the Platform and/or manage the accounts of other people, who then become your Authorized Users (as defined below). To do so, you must subscribe to the Platform. Such use of the Platform is subject to the prices and the following General Conditions.

The Client will also have the option to make the following in-app purchases from the Platform:

i. Subscription: The Client may subscribe to the Platform via a Purchase Order. The subscription is payable on a monthly or annual basis in accordance with the terms set out in Article 8 of the Agreement. The subscription price is as stated in the Purchase Order. The subscription allows the Client to use the immersive experience management tools and multiple functionalities to modify or enhance their use, as well as tools for managing access to said experiences, individually or in groups.

ii. Consumable Purchases: The Client may purchase intermediate virtual currencies on the Platform, at the price displayed on the Platform at the time of the order. These currencies are valid and can be used as a form of payment on the Platform, notably to acquire paid immersive experiences. The virtual currency balance will be displayed on the Client's User Account page.

iii. Non-Consumable Purchases: The Client may access certain paid immersive experiences, at the price displayed on the Platform at the time of the order. The price can be paid at the time of the order or through virtual currencies. We also accept coupons from authorized partners for use on our Platform; the Company is not responsible for the terms and conditions of sale for said coupons.

The Client must pay the total costs for items (ii) and (iii) through the virtual or web application store (the "store") available on their virtual reality headset, computer, or mobile phone at the time of ordering. For this payment, the Client will be subject to the terms of use of that external transactional platform. The prices mentioned in this paragraph may vary from time to time in accordance with sections 3.4 and 3.5 herein. You agree to pay all fees according to each order placed on the Platform.

Your Organization (as defined below) may be eligible for compensation based on the number of new Clients you refer to the Platform. You can check your eligibility and find more information on our website [website to be added]. Please note that to claim such compensation, you must contact the Company.

Use of the Platform is subject to the following restrictions:

i. By accepting this Agreement, the Client declares being at least 13 years of age or having the legal capacity and authority, without further authorization, to exercise all rights required to form and execute this Agreement and to use the Services in their state or province of residence;

ii. If you accept this Agreement as a representative of an Organization, you represent and warrant to the Company that you have the authority to bind that Organization to this Agreement; and

iii. The Client agrees to comply with the Privacy Policy. By accepting the Agreement, the Client confirms having read this policy.

This Agreement is for an indefinite term and may be terminated by either Party in accordance with Article 9 below.

If you have any questions regarding this Agreement, we invite you to contact us at https://hoppin.world/contact-us.

GENERAL CONDITIONS

1. DEFINITIONS

‍The following words and expressions shall have the following meanings in this Agreement and any related documents, unless expressly stated otherwise:

  • "Purchase Order": means any document or order page completed and accepted by you when subscribing to or modifying your subscription to the Services, on the Platform or elsewhere, which details the Services to be provided by the Company under the Agreement and specifies (i) billing terms, (ii) applicable Fees, (iii) the scope of features and access, (iv) payment method, (v) the initial subscription term, and (vi) any other applicable terms. This Agreement is deemed to incorporate the terms of any Purchase Order between you and us.
  • "360 Content": means public or non-public 360-degree, 180-degree or any other format immersive video content (i) uploaded by the Client to the Platform for the benefit of the Company and/or any Authorized User, or (ii) made available on the Platform for the benefit of the Client.
  • "User Account": means any account created on the Platform by or for a Client.
  • "Documentation": means any user guides, use policies, support materials, update notes, training materials, and other technical documentation related to the Services, as updated from time to time by the Company and made available on the Platform, the Company's website, or otherwise.
  • "Data": means non-public data (information, images, videos, comments, etc.) that a Client provides, generates, stores, transmits, or displays on the Platform while using the Services, or to which the Client grants the Company access.
  • "Intellectual Property Rights": means all current and future worldwide intellectual property rights, including rights arising from patent, copyright, trade secret, or trademark laws, and all other similar rights, whether or not protectable.
  • "Equipment": means all equipment and ancillary services not provided by the Company that are necessary to connect to, access, or otherwise use the Platform, including, without limitation, virtual reality headsets, portable devices, modems, hardware, servers, operating systems, networks, and web servers.
  • "Fees": means all charges for the use of the Services indicated in a Purchase Order accepted by the Client.
  • "Software": means the source code, object code, and underlying structure, ideas, data, know-how, and algorithms relevant to or related to the Platform or the Services, including any updates, improvements, or modifications thereto.
  • "Organization": means a person operating a business, a limited partnership, a limited liability company, a partnership, a sole proprietorship, a corporation (with or without share capital), a legal person, a cooperative, a trust, an unincorporated association, a joint venture, a non-profit organization, or any other entity, regardless of its legal form, incorporation status, or jurisdictions of operation, engaged in any organized activity, and using the Platform. Also considered an Organization is any Client who manages the accounts of other Authorized Users.
  • "Platform": means the Company's social virtual reality application available for download under the name "Hoppin'", as well as its web versions, management interface, underlying infrastructure, and any version of the Platform available as a software-as-a-service (SaaS).
  • "Term": means the period beginning upon the Client's acceptance of this Agreement and ending on the date of cancellation or termination of the Services by the Client or the Company, in accordance with the provisions of this Agreement.
  • "Feedback": means suggestions, improvements, requests, recommendations, or other feedback provided by Authorized Users or the Client regarding the Services.
  • "Services": collectively means the Subscription Services, Ancillary Services, and Technical Services.
  • "Ancillary Services": means services ancillary to the Subscription Services that may be provided by the Company pursuant to any Purchase Order, including, but not limited to, (i) management of virtual reality headsets, (ii) access to additional Platform features, and (iii) creation or assembly of 360 Content.
  • "Subscription Services": means the Platform made available to the Client on a subscription basis in accordance with the terms hereof, as well as any updates, improvements, or modifications to the Platform made generally available to the public.
  • "Technical Services": means (i) technical and maintenance support for the Subscription Services, as further detailed herein, and (ii) administration, management, hosting, and system monitoring activities related to the Platform.
  • "Authorized User": means individuals or entities to whom the Client grants access to their 360 Content via the Platform.

2. SCOPE OF THE AGREEMENT

‍2.1. This Agreement governs any free or paid use of the Platform, including in-app purchases and future purchases referencing this Agreement.

2.2. This Agreement incorporates by reference the Privacy Policy.

2.3. This Agreement applies to both consumers, to the extent compatible with applicable consumer law in their jurisdictions, and Organizations.

3. SOFTWARE SERVICES AND SUPPORT

‍3.1. The Company agrees to provide the Services to the Client throughout the Term, subject to the terms of this Agreement.

3.2. The Company hereby grants the Client, during the Term, a non-exclusive, fully paid-up, royalty-free, worldwide, non-transferable, revocable, non-sublicensable license to access the Platform on their virtual reality headsets, computer, or mobile phone, solely in connection with and to enable the Client to benefit from the Services. It is understood that Authorized Users may use the Platform in accordance with the terms and conditions herein.

3.3. The scope of the various features and access the Client benefits from under the Services is set out in the Purchase Order. The Client may modify the scope of the features at any time. The Client agrees to pay any additional Fees incurred by this modification, if any, in accordance with the provisions herein.

3.4. For the consumer Client:

3.4.1. The Company reserves the right to unilaterally modify the following terms of the Agreement or any related Purchase Order: subscription levels, prices of in-app purchases, Fees (including the introduction of new Fees), its billing options, the Privacy Policy, and the Documentation. The Company may also make changes to the Services and the Platform, which will also be subject to this Agreement, and the Client may benefit from them during the Term.

3.4.2. To make such changes, the Company must, at least thirty (30) days before the change comes into effect, send the Client a written notice, to the Client's email address or by otherwise communicating with the Client through the Platform, containing exclusively the new or amended clause and the previous version, the effective date of the change, and the consumer's rights set out in sub-paragraph 3.4.3 below.

3.4.3. The Client may refuse this change and terminate the Agreement without cost, penalty, or termination fee, by sending a notice to that effect to the Company no later than thirty (30) days after the change comes into effect, if the change results in an increase of their obligation or a reduction of the Company's obligation.

3.5. For the Client other than a consumer:

3.5.1. The Company reserves the right to modify the terms of the Agreement, including modifying the Privacy Policy, the Documentation or the relevant Purchase Order, and to modify the Fees or to institute new ones or to change its billing options, subscription levels and prices of in-app purchases, upon sixty (60) days' notice to the Client. If the Client refuses to comply with the modified terms of the Agreement or the relevant Purchase Order, they may terminate the Agreement by written notice to be sent before the expiry of the aforementioned period.

3.5.2. The Company may make changes to the Services and the Platform, which will also be subject to this Agreement, and the Client may benefit from them during the Term. The Company agrees not to modify the Services in a way that reduces their performance, functionality, availability, and security, without first notifying the Client by sending an email to the Client's email address or by otherwise communicating with the Client through the Platform, in which case the Client may choose to terminate their use of the Services without delay.

3.6. Updates to the Services including tools, utilities, improvements, third-party applications, or general updates to improve the Services may be made available to the Client or Authorized Users or performed periodically by the Company, at its sole discretion. The Client and Authorized Users consent to perform or receive these updates, as the case may be. The Company may also, through the Services, occasionally offer new applications, functions, or functionalities whose use may be subject to the acceptance of additional conditions by the Client or Authorized Users.

3.7. As part of its Technical Services, the Company agrees to provide the Client with reasonable technical support services in accordance with its usual practices.

4. USER ACCOUNT

‍4.1. The Client must create a User Account to benefit from certain features of the Services, including creating spaces to add 360 videos. You will remain responsible for your User Account at all times.

4.2. It is the Client's responsibility (i) to maintain the confidentiality of their User Account password and (ii) to ensure that all activities under their User Account comply with this Agreement.

4.3. Only Authorized Users for whom you pay the necessary Fees may access and use the Platform. Authorized Users must create a User Account to benefit from certain features of the Services, such as creating a persistent list of favorite experiences. The Client is responsible for the compliance of each of their Authorized Users with this Agreement.

4.4. The exchange of personal and confidential information (password, address, etc.) between the Platform and the Company's servers is protected by data encryption technology. The Company will use its best efforts to ensure that personal and confidential data exchanged between the Client and the Platform are not intercepted or fraudulently altered.

4.5. Without prejudice to any other remedy of the Company provided herein, although the Company has no obligation to monitor the Client's use of the Services, the Client agrees that the Company reserves the right to suspend, at its sole discretion, any User Account or access to the Services of the Client or an Authorized User whose use contravenes the provisions of this Agreement or is subject to an urgent security issue, such suspension remaining in effect until the breach or security problem that caused it is remedied.

5. RESTRICTIONS AND RESPONSIBILITIES

‍5.1. The Client and Authorized Users must refrain from, directly or indirectly:a. reverse engineering, decompiling, disassembling, or otherwise attempting to discover any of the components of the Software;

b. modifying, translating, or creating derivative works from the Software or the Platform (except to the extent expressly permitted by the Company or authorized within the scope of the Services), or from any other element, module, or intellectual property of the Company made available to you as part of the Services;

c. using the Services or the Platform for the benefit of a third party, except for Authorized Users;

d. using or permitting the use of the Services in an abusive manner or contrary to the Documentation;

e. using or permitting the use of the Services improperly or in a manner inconsistent with applicable laws;

f. submitting false or misleading information;

g. removing any proprietary notices from the Platform or the Software;

h. using or accessing the Services to offer service bureau facilities or to support the activities of any third party, except as provided under this Agreement;

i. granting another person simultaneous access to their User Account;

j. reselling the Services, in whole or in part.

5.2. The Company reserves the right to review any 360 Content for approval before or after it is added or made available on the Platform. The Company reserves the right to refuse any 360 Content, whether public or non-public, that it deems unacceptable, including obscene or immoral content, and the sharing of any content that encourages or enables violence, is of a sexual nature, or is discriminatory.

5.3. The Company will not be responsible for the terms and conditions of sale integrated into the 360 Content by the Client.

5.4. The Client represents and undertakes to (i) use the Services only in accordance with the Documentation (to the extent it is communicated to you or is reasonably accessible on the Platform or the Company's website), this Agreement, and all applicable laws and regulations ; and (ii) not publish, upload, or permit the transmission of Data on the Platform for which you do not hold sufficient rights.

5.5. It is the Client's responsibility to procure and maintain the Equipment necessary to use the Services, as well as to ensure its security, including, without limiting the generality of the foregoing, any virtual reality headset compatible with the Platform's virtual reality application, the use of which is governed by the terms of use and any other legal or technical documentation provided by third-party entities to users of their virtual reality headsets.

6. CONFIDENTIALITY6.1. Each Party (the "Recipient") understands that the other Party (the "Discloser") has disclosed or may disclose confidential business, technical, or financial information relating to its person or business (hereinafter the "Confidential Information"). The Company's Confidential Information includes, in particular, non-public information about the features, functionality, pricing that is not publicly displayed, and performance of the Services, as well as the Software and the Platform. The Client's Confidential Information includes, in particular, the Data. The Recipient agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or disclose it to any third party. The Discloser agrees that the foregoing shall not apply with respect to any information that the Recipient can prove (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Discloser, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Discloser or (e) is required to be disclosed by law.

7. INTELLECTUAL PROPERTY

‍7.1. The Company owns (or holds a license to) all rights, title, and interest in (i) the Services, the Software, and the Platform, as well as all improvements and modifications thereto, without exception, and (ii) all Intellectual Property Rights related to the foregoing, and it retains them. The Client acknowledges that the Company has no obligation to deliver and will not deliver any copies of its Software.

7.2. Subject to the provisions of paragraph 7.3 below and the terms applicable to any Purchase Order between the Client and the Company, the Client exclusively holds all rights, title, and interest in the Data and, where applicable, the 360 Content that it has added to the Platform. The Client represents and warrants that it has obtained all necessary rights, authorizations, and consents for the use and transfer of the Data and the 360 Content added by the Client to the Platform. The Client represents and warrants that it has obtained all necessary rights, authorizations, and consents for the use of the image (photos and video), in whole or in part, in any form whatsoever, of any person appearing in the 360 Content added by the Client to the Platform.

7.3. Subject to the confidentiality commitments herein, the Client grants the Company an irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, and perpetual license to use the Data and the non-public 360 Content it has added to the Platform (the "Non-Public Content") and to perform any act with respect to the Non-Public Content, solely to the extent required for the Company to provide its Services to the Client or any Authorized User hereunder, or for the Company to design promotions and develop new products or Services. The Client grants the Company an irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, and perpetual license to reuse and distribute the public 360 Content it has added to the Platform (the "Public Content"), for any purpose whatsoever, including in the Platform and for advertising purposes on any distribution platform, including our website, our social media, or elsewhere on the web and in any similar location. The Company agrees, where possible, to ensure the visibility of the Client's name wherever the Public 360 Content appears. In particular, when the Public 360 Content is broadcast on YouTube, the Client's name will be indicated in the video description.

7.4. Notwithstanding anything to the contrary herein, the Company may retain the Data and use the information obtained from the Client in an aggregate and anonymous manner, including, but not limited to, for establishing statistics and identifying trends. Without limiting the scope of its Privacy Policy referred to in Article 12 herein, the Client agrees that the Company may make this information, including the statistics and trends discovered, available to its third-party service providers, to the extent that this information does not contain any personally identifiable Data, without your consent. The Company exclusively owns all Intellectual Property Rights in this statistical information.

7.5. Notwithstanding anything to the contrary herein, the Company exclusively holds all rights, title, and interest in the Feedback. The Client and Authorized Users hereby assign to the Company all their rights, title, and interest in the Feedback, including all Intellectual Property Rights.

7.6. If the Company is reasonably convinced that the Services infringe the Intellectual Property Rights or image rights of a third party, then the Company may, at its sole discretion and at its own expense, (i) obtain the right for the Client to continue using the Services, (ii) modify the Services so that they no longer constitute an infringement, but without substantially limiting their functions, or (iii) replace the Services with an equivalent alternative functionality that does not infringe said rights. If none of these options are commercially reasonable in the Company's opinion, it may suspend or terminate the Client's use of the affected Services, in which case a pro-rata refund of paid but unused Fees will be made. However, in the event that the Client's use of the Platform leads to infringement, no refund will be granted.

8. FEES

‍8.1. The Client agrees to pay the Fees for the entire Term. Except for the free download and use of the Platform, payment of the Fees is a prerequisite for the activation and maintenance of the Services.

8.2. Fees must be paid according to the frequency established in the Purchase Order. Unless otherwise stated in a Purchase Order or herein, (i) Fees are non-refundable, (ii) the scope of features selected in a Purchase Order cannot be decreased during the applicable subscription term, and (iii) Fees are based on the Services purchased and not on their actual use.

8.3. For the payment of Fees, the Client will be redirected to an external transactional platform indicated on the purchase page, accepting credit cards, among other methods. Fees may also be payable through the virtual or web application store (the "store"). For this payment, the Client will be subject to the terms of use of the external transactional platform.

8.4. If the Client believes the Company has made a billing error, they must contact the Company no later than sixty (60) days after the date of the first billing statement in which the error or problem appears, so that an adjustment or credit may be issued, as applicable. Requests must be made in writing and directed to the Company's customer service.

8.5. All Fees must be paid in the currency indicated in the Purchase Order. Applicable taxes must be paid in addition to any price indicated on the Purchase Order.

8.6. If you have chosen a pre-authorized payment method to pay the Fees, you expressly authorize the Company to automatically debit the Fees according to the frequency chosen in the Purchase Order. An invoice will be made available to the Client by the Company.

8.7. In case of non-payment, in addition to any other remedy provided herein or by law, penalties may be calculated by applying an interest rate of fifteen percent (15%) per year from the due date until the total amount due is paid. The Client will bear all reasonable costs (including legal fees) that the Company may incur to collect overdue amounts, unless such a situation is due to billing errors attributable to the Company. The Client has thirty (30) days to settle overdue amounts with the Company. As long as the situation is not resolved, the Company reserves the right to suspend, in addition to any other remedy provided herein or by law and at its sole discretion, the Client's use of the Services. This suspension will persist until the Client has paid all outstanding Fees to the Company, without prejudice to the Company's right to terminate the Agreement in accordance with the provisions of Article 9 herein.

9. TERMINATION

‍9.1. A Client for whom the Agreement is governed by the Consumer Protection Act may, at any time and at their discretion, terminate the Agreement upon five (5) days' written notice to the Company at the email address listed in paragraph h) above. If you are a consumer, termination will take effect upon transmission of the termination notice or on the date specified in that notice.

9.2. The Company may, subject to applicable consumer protection rules, terminate this Agreement upon sixty (60) days' written notice to the Client, which may be sent by email.

9.3. Subject to applicable consumer protection laws, the Company may also terminate this Agreement upon five (5) days' written notice to the Client if you are bankrupt or place yourself under the protection of a law for an arrangement with creditors, or if the Client fails to comply with any of its obligations under this Agreement and you do not correct this failure before the expiry of said five (5) day notice, or for any other "serious reason" within the meaning of the law.

9.4. For the consumer Client: In the event of termination of the Agreement under any of the provisions of this Agreement, a refund will be made to the Client by the Company on a pro-rata basis for Services paid for but not used.

9.5. For the Client other than a consumer: Except where required by a law of public order and subject to paragraph 9.6 herein, the following terms apply in the event of termination of the Agreement under any of the provisions of this Agreement:

9.5.1. For Clients without a subscription, with a monthly subscription, or a prepaid annual subscription to the Platform: you will not be entitled to credits or refunds for terminating the Agreement, nor to a refund of any prepaid amount. For Clients with a monthly subscription, you will be billed for the current month and the subscription will remain active until the end of that month, but you will not be billed again.

9.5.2. For Clients with an annual subscription paid monthly: in the event of termination of the Agreement before the end of the current anniversary year of the Agreement, the Company will refund to the Client fifty percent (50%) of the months between the termination of the Agreement and the end date of the anniversary year of the Agreement.

9.6. In the event of termination by the Company of the Agreement without cause or by the Client following a default by the Company, a change in the terms of the Agreement or the Services (respectively under paragraphs 3.4 or 3.5 herein), a refund will be made to the Client by the Company on a pro-rata basis for Services paid for but not used.

9.7. Notwithstanding the foregoing, as the Client has access to consumable and non-consumable in-app purchases as soon as they are ordered, the fees related to these purchases will be charged as soon as they are made available to the Client and will not be refundable in the event of termination of the Agreement.

9.8. Once the Agreement is terminated or expired, you (and your Authorized Users) will no longer have the right to use or access the Platform, the 360 Content, or any other information or material that we make available to you under this Agreement or the Data. We may remove or delete the Data within a reasonable time after the termination of your subscription and we have no obligation to provide you with copies. When the Client terminates their subscription to the Services, the Company may delete the Non-Public Content.

9.9. All provisions herein which by their nature should survive the termination or expiration of this Agreement shall survive, including, but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability provided herein.

10. WARRANTY, INTERRUPTION, AND DISCLAIMER OF LIABILITY

‍10.1. The Company uses reasonable efforts in accordance with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions and we perform implementation Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company's reasonable control, but the Company will use reasonable efforts to provide advance written notice or email to the Client of any scheduled service disruption, in accordance with applicable industry standards.

10.2. The Company warrants only that the Services will be substantially compliant with what is described in this Agreement and the Documentation.

10.3. The Client expressly acknowledges that:

10.3.1. when the Company manages the Client's virtual reality headsets as an Ancillary Service, where applicable, any damage beyond the Company's control or for which we have taken reasonable means to prevent and affecting these virtual reality headsets will be deemed to be the result of force majeure for which the Company cannot be held liable. The Client must, however, hold civil liability insurance covering, in particular, damage to and theft of the virtual reality headsets;

10.3.2. the Client is responsible for ensuring that the Data they share and upload to the Platform is true and up-to-date; and

10.3.3. the suggestions and information made available through the Services are provided for informational purposes only and should not be your sole source of information for making decisions ; if you decide to rely on these suggestions AND information, you do so at your own risk.

10.4. SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW (PARTICULARLY WITH REGARD TO APPLICABLE CONSUMER PROTECTION LAWS), THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE INFORMATION ACCESSIBLE THROUGH OR VIA THE SERVICES. THE CLIENT ACKNOWLEDGES HAVING HAD THE OPPORTUNITY TO OBTAIN A DEMONSTRATION OF THE PLATFORM'S FUNCTIONALITIES AND DECLARES THEMSELVES SATISFIED. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 10, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10.5. The Services may require the Client to access products or services necessary or peripheral to the Services that are offered by a third party. The Client understands and agrees that the availability of the Services or certain features and functions of the Services may depend on the corresponding availability of these third-party components. THE COMPANY MAKES NO REPRESENTATIONS AND GIVES NO WARRANTIES WITH RESPECT TO THESE THIRD-PARTY COMPONENTS. FURTHERMORE, THE COMPANY ASSUMES NO LIABILITY FOR THESE THIRD-PARTY COMPONENTS, THEIR ACCESSIBILITY, THEIR SECURITY, THE INFORMATION OR MATERIALS PRESENTED THEREIN, AND THE PRODUCTS OR SERVICES OFFERED THEREIN.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

‍11.1. The Client hereby agrees to indemnify the Company against damages, losses, liabilities, settlements, and expenses (including legal fees and costs) incurred in connection with any claim or action against the Company arising from an alleged breach by the Client or Authorized Users of any of the provisions herein, any other wrongful use of the Services by the Client or Authorized Users, or in the event that the Data or 360 Content not provided by the Company as part of Ancillary Services, uploaded or published on the Platform by the Client infringes the Intellectual Property Rights or image rights of a third party.

11.2. The Client accepts full responsibility and agrees to indemnify the Company against damages, losses, liabilities, settlements, and expenses (including legal fees and costs) incurred in connection with any claim or action related to their use of the Services or the Platform with regard to (i) its contractual obligations towards Authorized Users; and (ii) respect for the confidentiality and privacy of Authorized Users.

11.3. The Company hereby agrees to indemnify the Client against damages, losses, liabilities, settlements, and expenses incurred in connection with any claim or action against the Client alleging that the Client's use of the Services infringes the Intellectual Property Rights of a third party or the image rights of a third party, for a reason attributable to the Company.

11.4. The indemnification obligations provided for in paragraphs 11.1 to 11.3 above are subject to the following conditions: (i) the indemnified Party has promptly informed the indemnifying Party of the third party's allegations in connection with the relevant claim or action and has provided reasonable cooperation in its settlement; and (ii) the indemnified Party leaves to the indemnifying Party the exclusive control of the indemnification aspect of the relevant third-party claim or action, provided that (a) the indemnified Party may appoint non-mandated legal counsel of its choice, at its own expense, and (b) any judgment requiring the indemnified Party to admit liability, pay a sum of money, or take (or refrain from taking) any action must be subject to the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

11.5. SUBJECT TO THE PROVISIONS OF PARAGRAPH 11.6 AND APPLICABLE CONSUMER PROTECTION LAWS, NEITHER PARTY SHALL BE LIABLE, DIRECTLY OR INDIRECTLY, UNDER THIS AGREEMENT FOR: (i) LOSS OF REVENUE, ECONOMIC LOSS, OR LOSS OF BUSINESS OPPORTUNITIES SUFFERED BY THE OTHER PARTY; OR (ii) SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR PUNITIVE OR EXEMPLARY DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY FOR ALL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY THE CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

11.6. Nothing in this Agreement shall exclude or limit the liability of either Party in the following cases: (i) willful misconduct or gross negligence; (ii) bodily or moral injury; (iii) fraud or intentionally false statements; (iv) any obligation arising from the provisions of paragraphs 11.1, 11.2, or 11.3; (v) any infringement of the other Party's Intellectual Property Rights or image rights; (vi) any obligation to pay Fees hereunder; (vii) any violation of paragraphs 5.1 or 5.4; or (viii) any dispute for which liability cannot be excluded or limited under applicable law.

12. PERSONAL INFORMATION

‍12.1. The Company agrees to use, disclose, and protect personal information collected in connection with the use of the Services in accordance with its Privacy Policy.

12.2. Subject to paragraphs 3.4 and 3.5 herein, the Company reserves the right to update the Privacy Policy from time to time to comply with best practices and legal and regulatory requirements regarding personal information.

13. MISCELLANEOUS

‍13.1. If any provision herein is held to be unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

13.2. In the event of a conflict between the documents that constitute the Agreement, the documents shall prevail in the following order: (i) the provisions of this Agreement, (ii) the Privacy Policy, and (iii) the Purchase Order.

13.3. This Agreement may not be assigned, transferred, or sublicensed by the Client, except as provided herein or with the Company's prior written consent.

13.4. No failure or delay by the aggrieved Party of this Agreement in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall it deprive it of any other right or remedy under this Agreement. All waivers of this Agreement must be in writing signed by the Parties, except as otherwise provided herein.

13.5. Except as otherwise provided herein, this Agreement may not be modified or amended without the written consent of the Company (which may be withheld at our sole discretion, without any obligation to provide explanations).

13.6. The Parties are independent contractors; this Agreement shall not be construed as constituting one Party as the partner of the other or as creating any other form of legal association that would give one Party the express or implied right, power, or authority to create any obligation of the other Party.

13.7. Notices under this Agreement must be in writing and are deemed to have been duly given (i) when received, if personally delivered, (ii) when receipt is electronically confirmed, if transmitted by email (or if not, the day after sending), (iii) the day after sending, if sent for next-day delivery via a recognized next-day delivery service, or (iv) upon receipt, if sent by certified or registered mail, return receipt requested. Notices that may be given on the Platform hereunder, where applicable, shall be deemed to have been duly given on the day they are sent.

13.8. This Agreement is governed by the laws of the province of Quebec and the laws of Canada applicable therein, without regard to conflict of law provisions

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