VR GLOBAL SOFTWARE-AS-A-SERVICE

TERMS & CONDITIONS

These VR Global Software-as-a-Service (“SaaS”) Terms and Conditions (“Terms and Conditions”) are related to SaaS subscription between VR Global Inc., the USA company duly incorporated under the laws of State of New York, the United States of America, tax ID 47-3410279, 335 Madison Avenue, 4th Floor, New York, NY 10017, USA (“VR Global”), and the subscribed client (“Client”), which may be collectively referred as the "Parties” or a “Party” if individually.

The Client’s SaaS subscription shall be deemed Client’s full and unconditional agreement to all and any present Terms and Conditions together with the attachments hereto and Data Protection Policy adopted by VR Global and applicable to VR Global SaaS Service.

The present Terms and Conditions, together with the Subscription Form executed by Client all together constitute the VR Global Software-as-a-Service Agreement (“SaaS Agreement”).

1. DEFINITIONS

“Fee” or “Fees” mean the monthly fees paid or to be paid by Client for an agreed subscription plan.

“SaaS” means the subscription-based software-as-a-service made available by VR Global to Client under the terms and condition of the SaaS Agreement, which gives Client a right to use a web-based and mobile-based VR and 360 software to create, review, share and present VR and 360 property tours for architecture, design and sales & marketing business purposes.

“SaaS Availability” means the time during the Term which the key features and components of the SaaS, as defined above, are operational as a percentage of the total time in such Term. The SaaS shall be deemed operational also during the downtime resulting from (a) scheduled maintenance, (b) force majeure events as defined in the present Terms and Conditions, (c) malicious attacks or hackers’ activities, (d) issues associated with the Client’s computing devices, local area networks or Internet service provider connections, or (e) inability to provide SaaS due to acts or omissions of Client or any of its Users.

“Subscription Form” means any kind of form, including particularly email, internet-based or written form, of an agreement between VR Global and Client to the SaaS Agreement.

“Term” means a term for which the SaaS Agreement remains valid and in force between the Parties, resulting out of the agreement between the Parties expressed in the Subscription Form.

"Use" means the ability to run, execute, display, work with, use features and functions of the SaaS.

“Users” means individuals connected with Client who are authorized to use the SaaS. Users may include but are not limited to authorized employees, consultants, contractors and agents of Client.

2. RIGHT TO ACCESS AND USE THE SAAS

Subject to Client’s strict compliance with the SaaS Agreement, as defined in these Terms and Conditions, VR Global shall grant to Client, and Client accepts, a non-transferable, time-limited, non-exclusive right to access and Use the SaaS, in accordance with the SaaS Agreement and particularly with these Terms and Conditions, solely for Client’s internal business purposes and solely in connection with the number of user accounts prescribed for the agreed subscription plan. Upon the termination of the SaaS Agreement, Client’s right to access and Use the SaaS shall terminate.

3. LIMITATIONS AND RESTRICTIONS

1. Use Restrictions. Client shall not: (a) modify or create any derivative work from the SaaS; (b) include the SaaS in any other service, product or software; (c) use the SaaS to provide services to third parties on a service bureau basis; (d) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source or algorithms from SaaS; (e) circumvent or attempt to circumvent any technological mechanism that is designed to restrict access or limit copying which may be applied to the SaaS; (f) remove or modify any markings or any notice of VR Global’s proprietary and intellectual property rights; (g) use the SaaS to store or transmit infringing, libelous, or otherwise unlawful material; (h) store or transmit any information in violation of third-party privacy rights; (i) use the SaaS to store or transmit malicious code; (j) interfere with or disrupt the integrity or performance of the SaaS; (k) attempt to gain unauthorized access to the SaaS or their related systems or networks; or (l) combine the SaaS with any application, software, hardware, equipment, product, or service, except as expressly authorized by VR Global in advance.
2. Further limitations. The rights granted to Client under the SaaS Agreement are also conditioned on the following: (a) the rights of any User authorized to use the SaaS cannot be shared or used by more than one individual (b) Client agrees to make every reasonable effort to prevent unauthorized third-parties from accessing the SaaS; and (c) Client agrees to use of the SaaS only in accordance with this SaaS Agreement and any applicable laws.
3. Reverse Engineering. Client must not reverse engineer the SaaS or any of its part, except to the extent that this restriction is expressly prohibited by applicable laws.
4. SaaS Updates. Except for repair or replacement of the SaaS as otherwise expressly described in the SaaS Agreement, VR Global may, but will not be obligated, under these Terms and Condition provide any updates, enhancements, improvements, new release or other versions of the SaaS to Client. For clarity, VR Global reserves the right to designate enhanced, modified, new release and other versions of the SaaS as being subject to additional or separate software-as-a-service agreement terms, including additional fees or other payments.

4. FEES. REFERRAL PROGRAM

1. Fees. Client shall pay VR Global the Fees as agreed in the Subscription Form and in accordance with the subscription plans set forth in Attachment I hereto.
2. Adjustment. VR Global reserves the right to adjust the Fees from time to time, at its sole discretion, by a notice given at least three months before the Fees adjustment is to enter in force.
3. Payment Deadline. Client is obligated to pay all and any Fees due for a given subscription period, particularly for a subscription month or year, no later than in the moment of commencement of such subscription period, unless explicitly agreed between the Parties and stated otherwise in the Subscription Form. Lack of payment within due deadline results in suspension or cancellation, depending of circumstances, of the SaaS service
4. Currency. All payments shall be made in a currency specified in the Subscription Form. In a lack of any indication, all payment must be made in EUR.
5. Default. Should Client fail to make payment on the date due, interest on the related invoice amount shall be due to VR Global at the rate of 15% per annum. At VR Global’s sole option, other credit terms may be extended on specific SaaS agreements. In the event the Client’s payment is more than 30 (thirty) days late, VR Global may, but is not obligated to, terminate the SaaS Agreement, effective immediately.
6. Taxes. Net amounts. All Fees are net amount. Client acknowledges and agrees that it shall be responsible for the payment of all taxes (including the value added tax, if applicable) in connection with the provision of SaaS, if and when applicable.
7. Referral Program. VR Global may allow Client to benefit from SaaS Referral Program on the terms and conditions set forth in Attachment I hereto.

5. INTELLECTUAL PROPERTY RIGHTS

1. Sole ownership. VR Global, or its affiliates if applicable, will, as between VR Global and Client and subject to the limited Client use rights set forth in these Terms and Conditions, have and retain sole and exclusive ownership of all right, title and interest in and to any product, software, service or deliverables provided by VR Global pursuant to the SaaS Agreement, including but not limited to, all patents, copyrights, trade secrets mask works, trademarks and other proprietary rights it may enjoy. VR Global, or its affiliates if applicable, will further, have sole ownership of all improvements and modifications to any product, software, service or deliverables provided by VR Global pursuant to the SaaS Agreement, whether such improvements or modifications were based upon Client feedback and/or made by either Party alone or in cooperation with each other. No rights are granted hereunder to Client under any patents, design models, copyright, know-how, trade secrets and trademarks except as are incidental only to the Use of SaaS by Client.
2. No Compensation. Client accepts that any increase in the value of VR Global’s or any of its affiliates’ intellectual property resulting from Client's activities shall not give rise to any claim for compensation to Client.
3. No Registration Rights. Client represents that it has not sought nor obtained and that he or she shall not seek to obtain registration in its own name of any of VR Global’s or any of its affiliates’ intellectual property and undertakes to cease use of VR Global’s intellectual property upon termination of the SaaS Agreement.
4. References. Whenever Client shall make a reference to its relationship with VR Global or any of its affiliates, whether in advertising or otherwise, Client shall describe its relationship only as a user of SaaS. Any other use by Client of VR Global’s trade name and/or trademark must be previously approved by a duly authorized officer of VR Global.

6. LIMITED SAAS WARRANTY. SOLE REMEDIES

VR Global guarantees and warrants that it has the authority to grant to Client the right to access and Use the SaaS. Further, subject to Client’s compliance with all and any rules and terms of SaaS Agreement, VR Global warrants that the SaaS will provide substantially the same functions, features and characteristic as described in the definitions to these Terms and Conditions and applicable attachment to these Terms and Conditions, if any. The Client’s exclusive remedies for breach of this warranty are hereby agreed and exhaustively enlisted in the present section. If the SaaS does not provide substantially the same functions, features and characteristic as described in the definitions to these Terms and Conditions and applicable attachment to these Terms and Conditions, if any, VR Global will, at its sole option, either (i) modify the SaaS; or (ii) provide a workaround solution that will reasonably meet Client’s requirements. If neither of these options is commercially feasible as determined by VR Global at its sole discretion, either Party may terminate the SaaS Agreement upon 30 (thirty) days prior notice.

7. WARRANTY DISCLAIMER. LIABILITY

1. SERVICE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THE SAAS AGREEMENT, THE SAAS IS PROVIDED “AS IS,” AND VR GLOBAL DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD.
2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. NEITHER VR GLOBAL NOR ANY OF ITS AFFILIATES SHALL BE LIABLE, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR ON ANY OTHER BASIS, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, OR LOSS OF REVENUE, SAVINGS OR PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PROVISION, USE, PERFORMANCE, FAILURE OR INTERRUPTION IN THE OPERATION OF THE SAAS, EVEN IF VR GLOBAL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
2. VR GLOBAL WILL NOT BE LIABLE FOR ANY CLAIM MADE THE SUBJECT OF A LEGAL PROCEEDING MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ASSERTED IN SUCH CLAIM AROSE;
3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SAAS AGREEMENT, THE AGGREGATE LIABILITY OF VR GLOBAL AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES, ARISING IN ANY WAY IN CONNECTION WITH THE SAAS AGREEMENT—WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE—WILL NOT EXCEED THE TOTAL LICENCE FEES PAID BY CLIENT TO VR GLOBAL OR TO VR GLOBAL’S AFFILIATE.

8. CLIENT INDEMNIFICATION

To the maximum extent permitted by the applicable laws, Client shall indemnify and hold VR Global and any of its affiliates harmless from and against any and all liabilities, costs, expenses and damages (including without limitation reasonable attorney’s fees) suffered or incurred by VR Global as a result of (a) Client’s breach of its obligations under the SaaS Agreement; (b) Client’s failure to comply with applicable laws; or (c) Client’s negligence or intentional torts.

9. CONFIDENTIALITY

All and any information supplied by VR Global or any of its affiliates in connection with the execution and performance of the SaaS Agreement and designated by VR Global or any of its affiliates as confidential, or which Client should reasonably believe to be confidential based on its subject matter or the circumstances of disclosure, shall be treated by Client as a strictly confidential information in a reasonable and appropriate manner and may be used by Client only as necessary to benefit from or to perform its obligations under the SaaS Agreement. Such confidential information cannot be used by Client for any other purpose, unless expressly agreed by VR Global. The confidential information does not include or embrace information which is: (a) publicly known; (b) already known to Client; (c) lawfully disclosed by a third party; (d) independently developed; or (e) disclosed pursuant to a legal requirement or order. Client may reasonably disclose the confidential information on a need-to-know basis to its contractor's, agents and affiliates who agree to confidentiality and non-use terms that are substantially similar to these terms. For the avoidance of doubts, any trainings, instructions, tutorials, technical support or IT information provided by VR Global or any of its affiliates shall be deemed to be the confidential information.

10. PERSONAL INFORMATION / PERSONAL DATA

1. Consent to Data Protection Policy. By agreeing to the SaaS Agreement, Client fully and unconditionally agrees and accepts the VR Global Data Protection Policy. For the avoidance of any doubt, Client explicitly expresses its free consent to the Data Protection Policy and to processing of its personal data in the Subscription Form.
2. Data Processing. VR Global shall comply with any applicable privacy and personal data protection laws, particularly while processing personal data and/or information of Users. The rules of data processing are stipulated in the VR Global Data Protection Policy.

11. EXPORT LAWS AND REGULATIONS

Nothing contained in the SaaS Agreement shall be construed to require either Party to do, and Client shall not directly or indirectly do, any act or thing that will or could constitute a violation of the export or import laws or other laws and regulations similar in purpose or effect, applicable to the United States of America or any other state which may from to time have proper jurisdiction. Client agrees and undertakes to comply with the rules set forth in the Attachment II hereto.

12. SERVICE LEVELS AND REPORTING; SUSPENSION OR RESTRICTION OF SERVICE; MAINTENANCE

1. VR Global Obligation. Subject to the terms and conditions of this SaaS Agreement, VR Global shall use its commercially reasonable efforts to provide Client with the SaaS at the Service Levels, identified in this section below, if any.
2. Service Level. VR Global shall provide Client with an access and Use of the SaaS on a twenty-four hour, seven days a week basis at a rate of 98% SaaS Availability, as defined in these Terms and Conditions.
3. Reporting. VR Global will monitor the SaaS Availability regularly. VR Global will provide Client with SaaS Availability Report upon request.
4. Suspension and Restriction. For the benefit of all VR Global users and clients, VR Global may suspend or restrict the SaaS at any time, until further notice to Client, and provide notice of such suspension or restriction to Client as soon as reasonably practicable if (i) the provision of the SaaS would cause VR Global to be in breach of law; or (ii) VR Global reasonably determines that the SaaS must be suspended in order to (a) carry out planned or unplanned maintenance, repair or upgrading; or (b) prevent substantial harm to the SaaS arising from any activity originating from or through Client’s Use of the SaaS that could disrupt the SaaS. VR Global will notify Client about the suspension and restriction as soon as reasonably practicable.
5. Maintenance. VR Global shall use its commercially reasonable efforts to schedule needed and predictable maintenance of SaaS using reasonable procedures to minimize SaaS service outages, as well as it will use reasonable efforts to ensure that there is minimum disruption to the SaaS in case of any suspension and restriction and shall use its commercially reasonable efforts to promptly reinstate the SaaS in any of such cases. Planned maintenance whenever reasonably practicable will be performed during off-business hours between 12:00 p.m. to 6:00 a.m. (GMT -4) or during the weekends, with as little disruption to Client’s Use of the SaaS as possible, and unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 6:00 a.m. (GMT -4).
6. LIABILITY LIMITATION. VR GLOBAL SHALL NOT BE LIABLE TO CLIENT OR TO ANY THIRD PERSON FOR ANY LOSS RESULTING FROM OR IN CONNECTION WITH A SUSPENSION, WITHDRAWAL, MAINTENANCE DOWNTIME OR RESTRICTION OF THE SAAS.

13. CLIENT TECHNICAL RESPONSIBILITIES AND MINIMAL REQUIREMENTS

1. Client’s Responsibilities. Client shall be responsible, at Client’s sole expense, for acquiring, selecting, securing and maintaining any equipment or services needed to connect to, access or Use the SaaS, including for example, but without any limitation, modems, hardware, servers, software, operating systems etc.
2. Familiarity with Minimal Technical Requirements. Client represents that it has been advised about the minimal technical requirements needed to access and Use SaaS and meeting these minimal technical requirements remains a sole responsibility of Client, in accordance with the section above.
3. Minimal Technical Requirements. The minimal technical requirements for the SaaS are stipulated in the Attachment III hereto.

14. TERM & TERMINATION

1. Term of Agreement. The Term of the SaaS Agreement is indefinite, unless it is set forth otherwise in the Subscription Form.
2. Termination for Cause. Either Party may terminate the SaaS Agreement by providing the other Party with a termination notice if the other Party commits a material breach of the SaaS Agreement that remains uncured for 30 days following delivery of notice of such breach, particularly if it breaches any of the obligations related to confidentiality and intellectual property rights. VR Global shall have a right, but no obligation to, terminate the SaaS Agreement immediately, in the event Client does not pay the Fee or Fees, and Client, after having received a notification to pay such Fee or Fees, fails to do so within seven (7) days of such notification. Upon a termination by VR Global for cause, Client's right to access and Use the SaaS will immediately terminate.
3. Termination for Convenience. Either Party may terminate the SaaS Agreement without stating a reason by providing the other Party with a termination notice. Upon a termination for convenience, Client's right to access and Use the SaaS will terminate one month after the termination notice is effectively delivered to the other Party. During the notice period Client is obligated to continue to pay the appropriate Fees.
4. Survival. Any provision of the SaaS Agreement that contemplates performance or observance after a termination of the SaaS Agreement will survive termination and continue in full force and effect for the period so contemplated including, but not limited to, provisions relating to warranty disclaimers, intellectual property ownership, payment terms, confidentiality, waiver of consequential damages, and cap on liability.

15. MISCELLANEOUS

1. Entire Agreement. These Terms and Conditions and attachments hereto together with the Subscription Form constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements pertaining to such subject matter. All prior agreements, representations, warranties, statements etc. are superseded hereby. Client represents and acknowledges that it has not relied on any representation or warranty (other than those explicitly set forth in these Terms and Conditions) in connection with its signing of the SaaS Agreement.
2. Governing Law. The SaaS Agreement and performance hereunder will be governed by and construed in accordance with the laws of State of New York, the United States of America, without regard to its conflict of laws rules. For the avoidance of any doubts, the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to the SaaS Agreement.
3. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to the SaaS Agreement, or the breach, termination or invalidity thereof, shall first be attempted to be settled by direct discussion between VR Global and Client. If such discussion does not result in settlement within 30 (thirty) days of its notification by one Party to the other, then such dispute, controversy or claim shall be settled by an appropriate court having jurisdiction over the registered office of VR Global,Inc.
4. Client Assignment. Client must not assign or transfer its interests, rights or obligations under the SaaS Agreement by any agreement, merger, consolidation, operation of law or otherwise without the prior consent of an authorized representative of VR Global. Any attempt to assign the SaaS Agreement by Client to the contrary of this provision shall be deemed to be null and void.
5. VR Global Assignment. VR Global may assign or delegate the performance of part or all of its obligations under the SaaS Agreement to any of its affiliates without any notification. VR Global may assign or delegate the performance of part or all of its obligations under the SaaS Agreement to any third-party other than its affiliates upon written notice to Client, provided however that VR Global shall be responsible to Client for the performance of the obligations so assigned or delegated.
6. Publicity. Unless otherwise provided otherwise in a separate agreement between the Parties, each Party may issue a press release following the execution of the SaaS Agreement. Each Party hereby consents to the other Party's use of its name, logo and trademark on its website and for corporate and financial presentations.
7. Force Majeure. VR Global shall not be responsible for any failure or delay in performing any obligation under the SaaS Agreement if such failure or delay is due to a cause beyond the VR Global’s reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third-party suppliers (including particularly those providing hosting and IT software, hardware or infrastructure to VR Global or any of its affiliates), labor disputes, economic and commercial crises, embargos, governmental acts, riots, substantial changes of law, terrorist and hackers’ attacks, destruction of VR Global servers by any third party, unpredictable breakdown of VR Global servers (“Force Majeure”). In case a Force Majeure occurs, it shall not affect the Client’s obligations to pay the Fees. The parties jointly agree that the Client’s obligation to pay the Fees is not contingent on any Force Majeure event.
8. Compliance with Laws. Each Party will comply with all applicable international and national laws and regulations in the performance of all of activities under the SaaS Agreement. Client will not, directly or indirectly, export or transmit the SaaS or its part to any country to which such export or transmission is prohibited by any applicable regulation or statute.
9. Authentic Language. Interpretation. The SaaS Agreement is executed in the English language. The English language shall be the sole and controlling language used in interpreting or construing the meaning of the SaaS Agreement. Any principle of construction or rule of law that provides that an agreement be construed against the drafter of the agreement shall not apply to the SaaS Agreement.
10. Headings. Headings used in the SaaS Agreement are intended for convenience or reference only and will not control or affect the meaning or construction of any provision of the SaaS Agreement.
11. Electronic form. The SaaS Agreement may be executed in electronic form, unless agreed otherwise by the Parties.
12. Beneficiaries. No exclusivity. The SaaS Agreement is entered into only for the benefit of Client and VR Global. No other person or entity will have the right to make any claim or assert any right hereunder, and no other person or entity will be deemed a beneficiary of the SaaS Agreement. At the same time the Parties confirm and acknowledge that the SaaS is provided on a non-exclusive basis and VR Global and its affiliates may provide the SaaS to any other parties at their sole discretion.
13. No Contingency On Future Releases. Client acknowledges and agrees that its purchases under this SaaS Agreement are neither contingent upon the delivery of any future functionality or features nor dependent on any oral or written public comments made by VR Global regarding future functionality or features.
14. No Disparagement. Client shall not in any way, directly or indirectly, disparage the SaaS, VR Global or any of its affiliates, or any other products, services or software made or commercialized by VR Global or any of its affiliates.
15. Discrepancies. In case of discrepancy between these Terms and Conditions and one or more of its attachments hereto, the attachments shall prevail. In case of discrepancy between these Terms and Conditions or any its attachments and the Subscription Form, the Subscription Form shall prevail.
16. Severability. Any provision of the SaaS Agreement, which is or may be void or unenforceable under the applicable law shall be deemed severable to the extent of such invalidity or unenforceability and shall not affect any other provisions hereof.
17. Waiver. Any failure to enforce any provision of the SaaS Agreement shall not constitute a waiver. No waiver of any provision of the SaaS Agreement or consent to any departure from it by any Party shall be effective unless it is in writing. A waiver or consent will be effective only for the specific purpose for which it is given. No default or delay on the part of any Party in exercising any rights, powers or privileges operates as a waiver of any right, nor does a single or partial exercise of a right preclude any exercise of other rights, powers or privileges.
18. Notices. The Parties jointly agree that any notice under the SaaS Agreement, or required by law, may be made in written, paper or electronic form, including, but not limited to, an email form or via an appropriate contact form on VR Global’s website. All notices and communications shall be made to the addresses and contact details provided by the Parties in the Subscription Form. Notices will be considered to have been given (a) a next working day after their delivery, in case of electronic and email communication, and (b) at the time of their actual receipt. Either Party may change its address for notices by duly made notification to the other Party. For the purpose of this section, a working day means any day from Monday to Friday with an exclusion of bank or state holidays under the law governing the SaaS Agreement.

VR GLOBAL SOFTWARE-AS-A-SERVICE

TERMS & CONDITIONS

ATTACHMENT I – SUBSCRIPTION PLANS AND REFERRAL PROGRAM

1. Subscription plans. Use of VR Global SaaS is fully subject to payment of Fees for a subscription plan agreed between the Parties, as indicated in the Subscription Form (“Subscription Plan”). Client may choose one of the following Subscription Plans:

2. Referral program. Client has a right to benefit from VR Global SaaS Referral Program, under the terms and conditions stipulated below.

1. Client may refer the SaaS and VR Global to any number of developers.
2. If a developer is interested in the SaaS, VR Global contacts such a developer in a commercially customary manner. During the communication with a developer VR Global determines whether a given developer presents an interest in the SaaS due to the actions and referral of Client. It is the Client’s sole responsibility to ensure that VR Global is correctly informed that a developer is interested in the SaaS due to Client’s referral. VR Global reserves a right to ultimately determine whether a given case counts as a referral or a developer got interested in the SaaS independently. In such determination VR Global will primarily take into consideration a developer’s representations and declarations in that regard.
3. If VR Global (a) establishes that a developer was referred by Client, and (b) a developer successfully enters into the SaaS Agreement by subscribing to one of available subscription plans, and (c) a developer pays, at least, an applicable fee for one month of access and Use of the SaaS, Client shall be entitled to the following benefits:

1. for the first referral: waiver of the monthly Fee for subscription to the Vision 360 Subscription Plan for twelve (12) consecutive months, or, in case Client is subscribed to a more expensive Subscription Plan, decrease of monthly Fee for such Subscription Plan with the amount equal to the monthly Fee for Vision 360 Subscription Plan for twelve (12) consecutive months.
2. for the second and any further referrals: a discount applicable to any Fees for the Client’s Subscription Plan in total amount equal one monthly fee paid by a developer who entered the SaaS Agreement in a result of the referral, in accordance with the subscription plan to which a developer subscribed.

4. Any benefits, waivers of Fees and discounts will be applied by VR Global to Client as soon as reasonably practicable. VR Global notifies Client about granting such benefits. Client shall have no right to claim any of the benefits, waivers or discounts. VR Global reserves a right to cancel any benefit, waiver of Fee or discounts to which Client would be entitled, at any time at its sole discretion, and particularly if it can be reasonably determined that Client earned or attempted to earn any benefit, waiver of Fee or discount by any fraud, misuse of good will of VR Global, in a manner contrary to any applicable laws or to the SaaS Agreement.
5. VR Global reserves a right to cancel, amend or change this referral program at any time at its sole discretion. In such event Client shall no longer enjoy any rights under this referral program unless provided otherwise by VR Global, particularly Client shall no longer enjoy any right to claim any benefits for successful referral, unless such benefits became due and were confirmed by VR Global before cancellation, amendment or change of the referral program.

VR GLOBAL SOFTWARE-AS-A-SERVICE

TERMS & CONDITIONS

ATTACHMENT I – EXPORT AND ANTI-BRIBERY RULES

1. Compliance with Export Rules. Whereas VR Global is devoted to verify the end use in all transfers of technology, technical data or software, including software provided as a service, to ensure compliance with applicable export control laws and regulations, by entering the SaaS Agreement Client represents and undertakes that: (a) it will not export or re-export any VR Global technology, technical data or software to Cuba, Iran, North Korea, Sudan, Syria or Myanmar (Burma); (b) it will not sell, transfer, export or re-export any VR Global technology, technical data or software for use in illegal activities and activities which involve the design, development, production, use or stockpiling of any kind of weapons or missiles, nor use VR Global technology, technical data or software in any facilities which are engaged in activities relating to such weapons; (c) it will abide by all applicable export control laws and regulations for any technology, technical data or software purchased from VR Global and will obtain any licenses or prior approvals required by the applicable government agencies prior to export or re-export of VR Global technology, technical data or software, other software or technology.
2. Compliance with Anti-Bribery Rules. Further, Client agrees that it will not, in connection with the SaaS Agreement or its performance hereunder, directly or indirectly offer, pay, promise to pay or authorize the payment of any money or thing of value to any government official or to any person, while knowing or having reason to know that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any person for the purpose of: (i) influencing any act or decision of such person, or (ii) inducing such person to use their influence with any government thereof to affect or influence any act or decision of such government, in order to assist VR Global or Client in obtaining or retaining business, or directing business to any other party.
3. Obligation to Notify. Client agrees to notify VR Global immediately of any extortive solicitation, demand or other request for anything of value, by or on behalf of any individual, government official or employee of any government and directed to itself or to VR Global.
4. Immediate Termination. If Client violates any provision of this Attachment to the Terms and Conditions, the SaaS Agreement shall be immediately terminated.

VR GLOBAL SOFTWARE-AS-A-SERVICE

TERMS & CONDITIONS

ATTACHMENT III – MINIMAL TECHNICAL REQUIREMENTS

1. PC with a x86 processor with an operational system either of the Windows (7, 8, 8.1, 10 or newer), macOS (10.11, 10.12, 10.13 or newer) or Linux group (Ubuntu 14.04 or newer; or similar).
2. Up-to-date internet browser build on the basis of one of the following systems:

• GOOGLE CHROME (version) 66+;
• MOZILLA FIREFOX 59+;
• MICROSOFT EDGE 16+;
• APPLE SAFARI 11+;
• OPERA 53+.