Meshmatic Legal

License Agreement

Last updated: February 18, 2022
This Meshmatic License Agreement (“Agreement”) is a legal agreement between VRSQUARE Virtual Reality Studio Inc. or any of its affiliates (“Licensor”) and you (either an individual or a legal entity) (“Licensee”) for the Licensed Software (as defined below). Collectively, Licensor and Licensee referred to hereinafter as the “Parties” or singularly the “Party”, agree as follows:
________________________________________

1. DEFINITIONS

  • “Affiliate” of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party.
  • “Contractor(s)” shall mean third party consultants, distributors and contractors performing services to the Licensee under applicable contractual arrangement.
  • “License Term” shall mean the validity period of the license, during which the Licensee is entitled to use the Licensed Software. Unless otherwise defined in this Agreement or explicitly agreed between the Parties, the License Term is one (1) year from the date of providing a license key by Licensor.
  • “Licensed Software” shall mean software, documentation, example programs, license keys and other materials, including any updates thereto, that are provided by Licensor to Licensee under this Agreement.
  • “Renewal Term” shall mean an extension of previous License Term.
  • “Updates” shall mean releases of the Licensed Software containing enhancements, new features, corrections and other modifications.

2. LICENSES GRANTED

2.1. Meshmatic Desktop Application

Licensor grants to Licensee a worldwide, non-exclusive, non-transferable license, valid for the License Term, to use the Licensed Software in accordance with its purpose and as documented in the Licensed Software.
The Licensed Software can be installed and used in accordance with the usage model described below.
2.1.1. Single user license
When using the Licensed Software under the Single user license, Licensee may install and use the Licensed Software only on a single designated computer by a single designated user the license has been activated by, unless otherwise agreed between the Parties.
In the case where The Licensee would like to reassign the license to another designated computer during the License Term, they can do so by re-issuing their license key from the Client Area. The license for the previous designated computer shall be simultaneously revoked.
If The Licensee has a new Operating System (OS) or new hardware, they will also have to re-issue the license key from the Client Area. The license key remains the same.
2.1.2. License key
The license key shall be provided by Licensor within five (5) business days upon payment receipt of the due license fees.
The license key will remain the same with every new Renewal Term, and the Licensee can continue using the Licensed Software without disruption.

3. LICENSE RESTRICTIONS

3.1. Common Restrictions

Licensee may not:

  • remove or alter any copyright, trademark or other proprietary rights notice contained in any portion of the Licensed Software;
  • reverse engineer, decompile or disassemble the Licensed Software;
  • attempt to modify or tamper with the normal function of a license manager that regulates usage of the Licensed Software;
  • distribute, sublicense, rent, lease or otherwise use the Licensed Software except as provided in this Agreement.

Licensee shall cause all of its Affiliates and Contractors entitled to use licenses granted under this Agreement, to be contractually bound to comply with the relevant terms of this Agreement and not to use the Licensed Software beyond the terms hereof and for any purposes other than operating within the scope of their services for Licensee. Licensee shall be responsible for any and all actions and omissions of its Affiliates and Contractors relating to the Licensed Software and use thereof (including but not limited to payment of all applicable fees).

3.2. Evaluation License

When using the Licensed Software under Evaluation license, the Licensee may use Licensed Software only for internal evaluation purposes and only for the term of the evaluation time period.

4. UPDATES

4.1. Access to Updates

Depending on the purchased license type, Licensee may be entitled to receive Updates during the License Term. Following that period, Licensor shall no longer make the Updates available to Licensee unless Licensee pays license fees to retain access to Updates, for the new License Term, at terms and conditions applicable at the time of renewal.

4.2. Single License Term

In the case of distinct purchases of components of the Licensed Software, all such components shall have one common License Term.
If Licensee purchases additional component(s) of the Licensed Software within three months after initial purchase (or commencement of a new Renewal Term) then the License Term of the additional component(s) is set equal to initial License Term.
If Licensee purchases additional component(s) later than three (3) months after initial purchase (or commencement of a new Renewal Term) then the License Term will be set to the License Term of the additional component(s). At the same time Licensee shall pay a prorated fee for extending the initial License Term for initial component(s).

5. SUPPORT, CONSULTING AND OTHER SERVICES

Depending on the purchased license type, Licensee may be entitled to receive support during the License Term. The provisions for support are set out in Support Terms and Conditions.

6. PAYMENTS

6.1. License Fees

The license fees shall be refunded or claimed as a credit in the event that the Licensee is not satisfied with the Licensed Software for up to 30 days after purchase.

6.2. Payment Terms

License Fees and any other charges under this Agreement shall be paid by Licensee no later than ten (10) days from the date of the applicable invoice from Licensor unless otherwise agreed between the parties.
In the case when payment is delayed for more than 10 days after commencement of the new Renewal Term, a late payment charge of one percent per month shall be charged on any unpaid balances that remain past due. An incomplete month shall be rounded up.

6.3. Taxes

All License Fees and other charges are exclusive of any value added tax, use tax, sales tax, withholding tax and other taxes or duties (“Taxes”) levied directly for the sale, delivery or use of Licensed Software hereunder pursuant to any applicable law. Such applicable Taxes shall be paid by Licensee to Licensor.

7. COMPLIANCE

7.1. License compliance verification

To ensure compliance with the Agreement, the license protection mechanism included into Licensed Software may periodically perform automatic checks on any device where Licensed Software is used.
The license protection mechanism will automatically collect information and transmit it to Licensor for license compliance verification. Such information may include license key, Licensed Software version, machine ID, IP address and other impersonal data.

8. CONFIDENTIALITY

Each Party acknowledges that during the term of this Agreement each Party may receive information from the other Party, that is confidential and of great value to the other Party, and the value of which would be significantly reduced if disclosed to third parties (“Confidential Information”). Accordingly, when a Party (the “Receiving Party”) receives Confidential Information from the other Party (the “Disclosing Party”), the Receiving Party shall only disclose such information to its employees, employees of its Affiliates, directors, officers, attorneys, and Contractors on a need to know basis, and shall cause its employees and employees of its Affiliates to:

  • maintain any and all Confidential Information in confidence;
  • not disclose the Confidential Information to a third party without the Disclosing Party’s prior written approval; and
  • not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to this Agreement.
  • Each Party shall take reasonable measures to protect the Confidential Information of the other Party, which measures shall not be less than the measures taken by such Party to protect its own confidential and proprietary information.
    Obligation of confidentiality shall not apply to information that
  • is or becomes publicly known through no action or inaction of the Receiving Party;
  • was already in the possession of the Receiving Party at the time of disclosure without an obligation of confidentiality, direct or indirect, to the Disclosing Party;
  • is obtained by the Receiving Party from an independent third party without a breach of such third party’s obligations of confidentiality;
  • is independently developed by the receiving Party without use of or reference to materials provided by the disclosing Party;
  • the Receiving Party is legally compelled to disclose, in which case the Receiving Party shall notify the Disclosing Party of such compelled disclosure and assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to limit the scope of disclosure and the dissemination of disclosed Confidential Information to the minimum extent necessary.
    The obligations under this Section 8 shall continue to remain in force for a period of five (5) years after the last disclosure, and, with respect to trade secrets, for so long as such trade secrets are protected under applicable trade secret laws.

8.1. Confidential files

The Licensor may use computer files it received from Licensee to debug or otherwise improve Licensed Software. Licensor shall have the right to extract and to store a minimum possible subset of information from the received files for its internal testing purposes.

9. TERM AND TERMINATION

9.1. Agreement Term

This Agreement shall enter into force upon any of the following:

  • explicit signature by both Parties;
  • payment of any of the invoice from Licensor;
  • using click-to-accept or similar mechanism;
  • any other due acceptance by both Parties.

The Agreement shall remain in force for as long as there is any license purchased under this Agreement, unless and until terminated pursuant to the terms of this Section 9.

9.2. Expiration

This Agreement shall be deemed expired upon expiration of the License Term when license protection mechanism included into Licensed Software limits its functioning to that License Term. In all other cases, unless expressly agreed in writing between the Parties, the Agreement shall remain in force until its termination.

9.3. Termination and suspension of rights

9.3.1. Termination by Licensee
Licensee may terminate this Agreement upon thirty (30) days prior written notice to Licensor of Licensee’s decision to terminate provided that such termination will not relieve Licensee of any duties and obligations incurred prior to the effective date of termination.
9.3.2. Termination by Licensor
Licensor may terminate this Agreement should Licensee violate or is reasonably suspected to violate any provision of this Agreement, or fail to pay any due fees within thirty (30) days of the invoice date, and further fail to remedy such nonperformance, noncompliance or nonpayment within ten (10) days following written notice from Licensor.
Instead of termination, Licensor shall have the right to suspend or withhold grants of all rights to the Licensed Software hereunder, including but not limited to the licenses and support.

9.4. Parties’ Rights and Duties upon Termination

Upon expiry or termination of the Agreement, Licensee shall cease using the Licensed Software and distribution of the Redistributables under this Agreement.
Upon termination the Licensee shall destroy all copies of the Licensed Software and all related materials and will certify the same to Licensor upon its request.
Expiry or termination of this Agreement for any reason whatsoever shall not relieve Licensee of its obligation to pay any fees accrued or payable to Licensor prior to the effective date of termination, and Licensee shall pay to Licensor all such fees within five (5) business days upon the effective date of termination.

10. NO WARRANTY

THE MATERIALS ARE PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

11. LIMITED LIABILITY

If, warranty disclaimer notwithstanding, Licensor is held liable to Licensee, Licensor’s entire liability to Licensee shall be limited, at Licensor’s discretion, to correction of error in the Licensed Software, replacement of the Licensed Software or return of the applicable fees paid for defective Components prorated to the time period during which the Licensee is not able to use the Licensed Software under the terms of this Agreement.
Licensor shall not, under any circumstances, be liable for any damages, damages for loss of profits or interruption of business or for loss or corruption of data.
Licensee shall indemnify and hold Licensor, its Affiliates, Contractors and suppliers, harmless from and against any claims or liabilities arising from of the use of Licensed Software and/or Application.

12. GENERAL PROVISIONS

Licensed Software is licensed, not sold. Licensor shall own title, intellectual property and any other rights not expressly granted to Licensee under this Agreement.
Licensee shall not be entitled to assign or transfer all or any of its rights and obligations under this Agreement without the prior written consent of Licensor. Licensor shall be entitled to freely assign or transfer any of its rights or obligations under this Agreement.
Licensor may include Licensee’s company name and logo into a list of its customers and in its public communications.

12.1. Surviving Sections

The provisions of Sections 1, 8, 9.4, 10, 11, 12 shall survive the expiration or termination of this Agreement.

12.2. Entire Agreement

This Agreement and the exhibits hereto, constitute the complete agreement between the Parties and supersede all prior discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein.
In the event of any conflict or inconsistency between this Agreement and any Purchase Order, the terms of this Agreement will prevail over the terms of the Purchase Order with respect to such conflict or inconsistency.

12.3. Modifications

From time to time Licensor may change the terms of this Agreement by publishing them on its public web-site and/or including into Licensed Software. Each new version of the Agreement shall become effective upon such publication and shall supersede previous versions thereof.

13. THIRD PARTY SOFTWARE

The Licensed Software may include third party software and materials. The license terms with those software and materials apply to Licensee’s use of them, and Licensor is not liable for them.

Privacy Policy

Document version: 2.0
Last updated: February 18, 2022
This policy explains which information, why and how we collect and process about you, your usage of Meshmatic products, services and website, or during other interactions between you and us. If you have any questions please contact us via contact form available on our website.
________________________________________

1. WHAT INFORMATION WE COLLECT ABOUT YOU

1.1. Information you provide to us

We may collect information when you:

  • Register for an account, create or modify your profile, fill out forms on our website and so forth.
  • Contact us for product related information, support or other similar reasons.
  • Make purchase order or execute purchases.

We also collect technical data (such as computer files) which you explicitly provide to us (e.g. via email attachment or alike).

1.2. Information we collect automatically

1.2.1. Your use of our applications, services or websites
When you use our application, contact support service, visit our web site we may collect various information about your usage. This information includes the links you click on; user account details you provide to us, or licensing details (such as license keys, products versions).
1.2.2. Device and Connection Information
We collect information about your computer, mobile phone, tablet, or other devices you use to access our application or websites (such as operating system, locale, time zone, IP address). This device information includes your connection type and settings when you install, access, update, or use our services.
When you use a license key to activate our application, a machine ID, which is a unique code consisting of your hardware serial number, is created. This machine ID is sent to our servers via SSL encryption where it is stored and assigned to your license key.
The application runs automatic checks to confirm your machine ID with the license key we have stored for you on our servers. Upon server confirmation, a file called MD5 checksum is generated and stored on your system. This copy of MD5 checksum allows the application to keep working, until the next time the automatic check is performed. This stored offline code enables the application to work even if your internet connection is disrupted. If the automatic check fails to run for 5 consecutive times, the software de-activates.
1.2.3. Cookies and other tracking technologies
Our websites use cookies or other tracking technologies (e.g. web beacons, device identifiers and pixels) to improve user experience. Cookies are small text files that are stored in your computer’s memory and hard drive when you visit certain web pages. We use cookies on our website to gather information how and when pages in our website are visited, what our users’ technology preferences are and whether our websites are functioning properly.

1.3. Information we receive from other sources

1.3.1. Other users of our products and services
We may receive information about you from other prospects or customers who include you into communication (e.g. by inviting to a meeting, adding into email communication and so forth). This information may include your name, job title, email addresses, physical addresses.
1.3.2. Partners
We may receive information about you from our business partners, such as resellers and payment processing providers. This information may include your name, job title, email addresses, physical addresses.
1.3.3. Third-party providers
We may receive information about you from third-party providers and publicly available sources (e.g. social media platforms), including job titles, email addresses, phone numbers, IP addresses and social media profiles.

2. HOW WE USE INFORMATION WE COLLECT

2.1. To provide the services

We use information about you to authenticate you when you log in, to enable you to use our products and services, and operate, maintain, and improve them.

2.2. To communicate with you about your use of our products and services

We use your contact information to communicate with you via emails or otherwise to help you evaluate our offerings, to confirm your purchases, remind you of expirations and due payments, respond to your comments, questions and requests, provide customer support and so forth.

2.3. For product development

We use collected information to get insights into users’ activities, experiences, preferences, trends in order to prioritize our product development activities, to improve our testing activities, and eventually to deliver better products and services.

2.4. To market, promote and drive engagement with our offerings

We use your contact information and information about how you use our products and services to send promotional communications that may be of specific interest to you, including by email and by displaying ads on other websites. We may use information about you where you have given us consent to do so for a specific purpose. For example, we may publish testimonials or featured customer stories to promote our products and services.

2.5. To protect our legitimate business interests and legal rights

We use information about you to verify license agreement compliance, to execute our respective audit rights.

3. SHARING INFORMATION

We do not sell any of the information to any third-party companies.

3.1. Users’ community

Our websites offer publicly accessible community infrastructure (including blogs, forums, issue trackers, etc). Any information you provide through this infrastructure – including profile information – may be read, collected, and used by any member of the public who accesses this infrastructure. Your posts and certain profile information may remain even after you terminate your account.

3.2. Third-party vendors

We may need to share some personal information with third-party providers to perform business operations. Third-party vendors we may share your information with may include (but not limited to, as the list of required activities may change over time):

  • Communication tools vendors (email, teleconferences, etc)
  • Customer support tools vendors
  • Customer relationship management (CRM) tools vendors
  • Marketing tools vendors
  • Cloud computing vendors
  • Payment management vendors
  • Web tracking and analytics tools vendors

Support Terms and Conditions

Document version: 1.0
Last updated: February 18, 2022
These Meshmatic Support Terms and Conditions (the “Support Terms”) governs provision of Meshmatic’s support services in connection with its software offerings. These Support Terms supplement the Meshmatic Software License Agreement, or a written agreement executed by VRSQUARE Virtual Reality Studio (each, the “Agreement”). Capitalized terms not defined in these Support Terms have the same meanings given to them in the Agreement.
________________________________________

1. DEFINITIONS

  • “Customer” shall mean “Licensee” as defined in the Agreement.
  • “Designated Users” shall mean the employee(s) of Customer or Customer’s consultant(s) or contractor(s) acting within the scope of their services for Customer and on behalf of Customer for whom Customer has purchased Support. Such Designated User(s) shall be named individuals.
  • “Provider” shall mean “Licensor” as defined in the Agreement.
  • “Support” shall mean assistance that is provided by Provider to assist eligible Customer’s designated employees or Contractors (the “Designated Users”) in installation, usage, functionality problem resolution for error in Licensed Software pursuant to the terms of these Support Terms.
  • “Supported Configuration” shall mean a combination of OS, architecture, compiler and applicable third-party software officially supported by Licensed Software, as documented therein.
  • “Support Plan” shall mean a list of available support services (and levels thereof) purchased by Customer or included into the Licensed Software offering. Support Plans include distinct Communication Channels (as defined below).

2. SUPPORT SERVICES

2.1. Support Services Provided by Provider

Support is provided for Licensed Software, for Supported Configurations.
Support is available via three Support Plans:

  • Community Support;
  • Standard Support;
  • Priority Support.

Support is provided remotely via web-site, email, VoIP, screen shares, tickets, chat and other electronic means (“Communication Channels”) and will not include travel to or time spent on Customer’s site.
Provider will make commercially reasonable efforts to resolve inquiries reported by Customer. Resolution of an inquiry may be provided through a response (written or verbal), through providing a released version of Licensed Software, generally available or privately available to Customer.
Certain Customer’s inquiries (especially new features, enhancement requests or errors with lower probability or severity) may not be addressed within Support. In such cases, Provider may recommend addressing such inquiries under other arrangements between the parties.

2.2. Customer’s Obligations

Customer shall use Communication Channels available for the Support Plan.
Customer may assign up to three (3) “Designated Users” that may seek for Support under these Support Terms.
The Designated Users must provide adequate information and documentation to Provider to enable it to reproduce the problem for which the Designated User has sought assistance.
To ensure efficient handling of inquiries, the Designated User must provide the following information, where relevant:

  • A clear, detailed description of the problem, question or suggestion;
  • Version of Licensed Software, Supported Configuration and details on operating environment (hardware, third-party software, etc);
  • Clear scenario to reproduce the incident in the form of a sequence of user actions in Meshmatic GUI,
  • Sample CAD or mesh file(s) that the Provider can use to recreate the issue,
  • Additional relevant content, such as screenshots, screencasts, etc.

In order for Provider to provide efficient handling of reports, Customer shall promptly respond to any Provider’s requests for additional information.

2.3. Support Services Scope

2.3.1. Versions of Licensed Software
Support will be provided for generally available production releases, for one (1) year from the release date. Pre-releases including engineering builds, technology previews, Beta or other experimental releases will not be supported. Should Provider introduce modifications to resolve the reported incident, all such modifications will be introduced into the on-going development version of the Licensed Software, and will be released in its future versions. No backporting or patching a previously released version will be performed. Pursuant to the Agreement, Customer must have effective License Term to be eligible for Updates containing released modifications.

2.4. Response Times

In performing Support, the Provide will strive to ensure following, non-binding, response times:
• Standard Support: Initial response time to not exceed three (3) business days.
• Priority Support: Initial response time to not exceed one (1) business day.
Provider may provide an initial response and then follow up with additional communication.
Business days will be defined in accordance with effective legislation local to Provider’s support team. Support will be provided 8am to 5pm PST time zone. Provider will strive to minimize delays to effectively support Designated Users in other time zones or with different working calendars.

2.5. Support Limitations

Support is provided in English.
Support does not include:

  • Integration with third-party software;
  • Hardware failure or problems arising from improper use of Licensed Software;
  • Issues arising from cyber attacks or anti-virus software
  • Support for Customer’s Application’s end-users;
  • Any other professional services except expressly defined in these Support Terms.

3. CONFIDENTIALITY

Services and communications between the parties shall be subject to confidentiality-related provisions in the Agreement.
For Standard and Priority Support Plans, an explicit non-disclosure agreement may be executed upon mutual agreement between the parties.

4. WARRANTY DISCLAIMER

Provider makes no warranties that the Support provided will be successful in resolving any difficulties or problems or in diagnosing faults reported by Customer. Support is provided to Customer on an “as is” basis. To the maximum extent permitted by applicable law, Provider on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose for the Support provided to Customer.

5. TERM AND TERMINATION

5.1. Term

For Standard and Priority Support Plans, Provider shall provide support to Customer during the period of twelve (12) months, or any other period agreed between the parties, after the Support purchase date but not more than the License Term of the Licensed Software.
For Community Support Plan, Customer will be eligible to seek Support during entire License Term.
The Support shall be terminated upon Agreement’s termination or pursuant to the terms of this Section 5.

5.2. Termination

Provider may terminate Support upon thirty (30) days prior written notice if Customer is in material breach of any obligation of these Support Terms or the Agreement and fails to remedy such breach within such notice period.
Customer may terminate this Agreement at any time by providing a written notice to that effect to Provider.
All fees paid for Support shall not be refunded or claimed as a credit in any event or for any reason whatsoever. Expiry or Termination of Support for any reason whatsoever shall not relieve Customer of its obligation to pay any fees accrued or payable to Provider prior to the effective date of termination, and Customer shall immediately pay to Provider all such fees upon the effective date of termination.

6. CHANGES

From time to time Provider may change the terms of these Support Terms or content of Support provided hereunder by publishing them on its public web-site. Each new version of the Support Terms shall become effective upon such publication and shall supersede previous versions thereof.

     

© 2022 VRSQUARE Inc. All rights reserved.

1200 - 555 Hastings Street W
Vancouver BC, V6N 5A4 Canada