Privacy Policy and Legal

Meshmatic Privacy Policy

Last updated: November 2021

VRSquare Virtual Reality Studio Inc. dba Meshmatic and its licensors (collectively, “Meshmatic”) is committed to protecting the privacy of individuals who visit our websites (“Visitors”), companies that use our Services (“Customers”) and individuals who use our Services (“Users”).

In this policy, the terms “we”, “us”, or “our” refer to Meshmatic, and the terms “you” and “your” refer to Users, individually and collectively. We offer a range of products, including our cloud, server and desktop products. We refer to all of these products, together with our other services and websites as “Services” in this policy. The term “Personal Information” means information about an identifiable individual.

1. Overview and Scope

This Privacy Policy applies to the Meshmatic website located at https://www.meshmatic3d.com, any related Meshmatic websites and domains, Meshmatic’s mobile applications, and any of the products or services owned, operated, or controlled by Meshmatic, including without limitation, the Meshmatic Software Services (collectively, the “Services”) located at https://www.meshmatic3d.com.

As a service provider, we require our Customers to ensure that they have obtained all authority to provide personal information to us in accordance with applicable privacy laws. We do not collect or use personal information of our Customers for any purpose other than to provide Services on behalf of our customers or as required by applicable law.

This Privacy Policy describes our privacy practices, such as the information we may collect, how we may collect this information, how we may use and disclose this information, who we might share this information with, the security measures utilized to secure this information, and how to contact us with any inquiries related to your information. This Privacy Policy is incorporated into the Order Form or other agreement entered into between Meshmatic and the Customer.

2. Types of Information We Collect and Use

2.1 Account Information

When you create or establish an account for the Services, we collect and store information about you based on information you or your company provide, which may include your name, job title, work email address, billing information, user name, password, and any other information that may identify you individually. We use this information to set up your account, to give you the appropriate access and permissions, to communicate with you regarding your account, and otherwise for the provision of the Services. We may also use your email address to send you updates in connection with the Services or Meshmatic. You may change your account information and notification settings by editing your account profile within the Services.

2.2 Hosted Data

When you use and interact with the Services, any content that you post, upload, store, display, transmit, or submit on or through the Services will be collected and stored through your direct interactions with the Services as Hosted Data. For example, you submit information to us when you upload your 3D file, select optimization profile settings, provide us with feedback, or conduct other activities in our Services.

2.3 Payment Information

We collect payment and billing information when you register for certain paid Services. For example, we ask you to designate a billing representative, including name and contact information, upon registration. You might also provide payment information, such as payment card details, which we collect via secure payment processing services.

2.4 Third Party Integrations

When our Services are integrated with third party applications (“Third Party Integrations”), we may receive, collect, and store information via the applicable third party application, such as your user name, a unique user identifier, information you or your company have authorized such Third Party Integration to share (e.g., a set of artifacts in a tool, made available through the Integration), and related metadata. The information we receive when you link or integrate our Services with a third-party service depends on the settings, permissions and privacy policy controlled by that third-party service. You should always check the privacy settings and notices in these third-party services to understand what data may be disclosed to us or shared with our Services.

2.5 Technical Data

When you use our applications (such as desktop, or cloud), contact support service, visit our web site we may collect various information about your usage. This information includes the features you use; the links you click on; the type, size and filenames you import into the application, or upload to the services, licensing details (such as license keys, products versions). We collect certain information about you when you visit and interact with any of our Services. We may collect and use technical data about your session, application interactions, device, operating system, application software, and peripherals (collectively, “Technical Data”). We collect and use Technical Data to facilitate software updates, provide support, and continuously make improvements to the Services and our business. We may also aggregate the metadata and usage data of the Services, so that the resulting data and statistics are not personally identifiable to any individual User (“Aggregated Data”). We may collect and use Aggregated Data (i) for our own internal statistical analysis, (ii) to develop and improve the Services, (iii) to research trends and create predictive analysis; and (iv) to create and distribute aggregate reports and other materials regarding use of the Services.

2.6 Device and Connection Information

We collect information about your computer, 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.

2.7 No Sensitive Personal Information

Meshmatic does not intentionally collect or maintain, and we request that you do not post, upload, store, display, transmit, or submit Sensitive Personal Information on or through the Services. “Sensitive Personal Information” includes, but is not limited to, government-issued identification numbers, financial account numbers, credit or debit card numbers, consumer reports, financial information, background checks, biometric data, any code or password that could be used to gain access to personal accounts, or any information specifying medical and health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or the sex life of an individual.

We rely on our Customers to ensure that you have obtained all necessary authority and consent to provide Personal Information to us for the purposes of the Services and to not provide us with sensitive personal information. Customers are solely responsible for all information you post, upload, store, display, transmit, or submit on the Services, including Sensitive Personal Information, and the consequences thereof. Meshmatic is not responsible for and will not be liable to you or another individual for any loss or damages you or another individual may experience due to your disclosure of Sensitive Personal Information while using the Services.

2.8 Questions and Inquiries

When you contact Meshmatic, by email, written correspondence, telephone calls, web-based forms, or otherwise, any information that you provide in such forum may also be collected and stored by Meshmatic in order to facilitate the provision of Services and any related support for the Services. You may be asked for information that identifies you (such as your name, address and a phone number) along with additional information we need to help us promptly answer your question or respond to your comment or complaint. We may also retain this information to assist you in the future and to improve our customer service, product and service offerings.

2.9 Marketing Communications

If you submit your personal information to us through our website and consent to communication for the purpose of marketing, we will provide you with personalized communications regarding our products and services. For example, if you request a demo or fill out a “Contact Us” web form, we will use the information you provide us to contact you about your interest in our products and services. You can unsubscribe at any time by clicking unsubscribe in any of our emails.

3. Website Information

3.1 Cookies

When you use and interact with the Services, we use “cookies” or other similar technologies to collect and store information related to your access to or use of the Services. A cookie is a small piece of information that a website can store on your device for later retrieval. We place a cookie on your hard drive or in “local storage”, a feature of your browser, to retain information locally regarding your usage. Cookies are used to manage authentication/login, provide analytics, remember your preferences, and otherwise monitor the functionality of and improve the Services. You may set your web browser to notify you when you receive a cookie or to not accept certain cookies. However, if you decide not to accept cookies from our website, you may not be able to take advantage of all of the features of our websites.

Our websites may also use a technology called “tracer tags” or “Web Beacons”. This technology allows us to understand which pages you visit on our website. These tracer tags are used to help us optimize and tailor our website for you and other future visitors to our website.

3.2 Analytics

We may use a third party such as Google Analytics to help us gather and analyze information about the areas visited on the websites (such as the pages most read, time spent, search terms and other engagement data) in order to evaluate and improve the user experience and the convenience of the websites.

4. How We Transfer and Disclose Information

4.1 Limitations of Use and Disclosure

We will not sell, rent or otherwise disclose your Personal Information to any third party without your consent except as described in this Privacy Policy or as required or permitted by applicable law.

Service Providers

Your personal information may be transferred (or otherwise made available) to our affiliates and other third parties who provide services on our behalf (e.g., email services, cloud computing services, data storage facilities, mailing services, logging, hosting, advertising and analytics services, payment processing). Our service providers are given the information they need to perform their designated functions, and are not authorized to use or disclose personal information for their own marketing or other purposes.

Legal and Compliance

We and our Canadian, US and other service providers may provide your personal information in response to a search warrant or other legally valid inquiry or order, or to another organization for the purposes of investigating a breach of an agreement or contravention of law or detecting, suppressing or preventing fraud, or as otherwise required or permitted by applicable Canadian, US or other law or legal process. Your personal information may also be disclosed where necessary for the establishment, exercise or defence of legal claims and to investigate or prevent actual or suspected loss or harm to persons or property.

Personal information may be provided to third parties in connection with an acquisition, debt financing, divestitures, financing, merger or sale (including transfers made as part of insolvency or bankruptcy proceedings) involving all or part of Meshmatic or as part of a corporate reorganization or stock sale or other change in corporate control, including for the purpose of determining whether to proceed or continue with such transaction or business relationship.

4.2 International Transfer of Information Collected

Meshmatic operates out of Canada and stores information with service providers located in Canada, and Europe. We collect information globally and may transfer, process and store your information outside of your country of residence, to wherever we or our third-party service providers operate for the purpose of providing you the Services. Whenever we transfer your information, we take steps to protect it.

We take measures to ensure that any Personal Information transfers comply with all applicable data protection laws and that your Personal Information remains protected to the standards described in this Privacy Policy. In the event that Personal Information is transferred to Canada or other foreign jurisdiction, it will be subject to the laws of that jurisdiction and may be disclosed to or accessed by the courts, law enforcement and governmental authorities in accordance with those laws.

4.3 Third Party Websites

While using the Services or the Website, you may be directed to a third-party website, such as third party integrations, third party authenticators, or other links or references, which may take you to a third party website or service that Meshmatic does not own or operate. Once you have left the Services, this Privacy Policy will no longer apply to you or any other data collected from or provided by you, including Personal Information, and you will be subject to that third party website’s privacy policy (and such other terms and conditions). You should review such third-party website’s privacy policy to determine how your data will be used. We do not have any control over such services or websites, and therefore we have no responsibility or liability for the manner in which the organizations that operate such linked services or websites may collect, use or disclose, secure and otherwise treat your Personal Information.

5. Retention

We have retention processes designed to retain Personal Information for no longer than necessary for the purposes of providing Services to you or as otherwise instructed by our Customers or, with respect to the Website, for the purposes set out in this Privacy Policy. We may also retain personal information to meet legal requirements or as otherwise required by applicable law.

6. Security Measures

We take your privacy and data security very seriously and strive to maintain the security of all Personal Information. Meshmatic maintains appropriate physical, technical, and administrative safeguards to protect against loss, misuse, and unauthorized access, use, disclosure, modification, or destruction of Personal Information, including Hosted Data, in our custody and control. However, no website or transmission of information over the internet or common carrier lines is guaranteed to be completely secure, and we cannot guarantee that unauthorized access, hacking, data losses, or other breaches will never occur.

Meshmatic servers are managed and located at a third-party Infrastructure-as-a-Service (IAAS) provider, and we have taken commercially reasonable steps to choose a qualified IAAS provider that operates according to industry standard terms of service and data security protocols. We use commercially reasonable efforts to store and encrypt Personal Information in a secure location, encrypt passwords, and utilize a minimum of 128-bit Secure Socket Layer (SSL) certificates to protect transactions to and from the Services.

You will access and use the Services via a registered user account, which is also protected by a password for your privacy and security. You are responsible and liable for safeguarding your account and password that you use to access the Services, and for all activities or actions that occur under your account. You should take measures to prevent unauthorized access to your account and your information by selecting and protecting your password appropriately and limiting access to your computer (or other device) and browser by signing off after you have finished accessing your account. If you choose to authenticate your account through a Third-Party Authenticator, the security and privacy of your account is subject to the policies of such Third-Party Authenticator and we have no liability for the applicable Third Party Authenticator’s security and privacy practices.

7. Access to Personal Information

If we receive a request from an individual to access, correct, update or delete Personal Information we have collected on behalf of a particular Customer in the course of providing the Services, we will direct that individual to you.

Meshmatic will work with you to respond in a timely manner to all reasonable written requests to view, modify, or delete Personal Information, subject to applicable law.

If you submit Personal Information via our Website or otherwise directly provide us with Personal Information, you may request access, updating or correction of your personal information (subject to limited exceptions prescribed by law) by submitting a written request to us at the contact information below. We may request certain personal information for the purposes of verifying your identity.

8. Enforcement

Meshmatic will actively monitor its relevant privacy and security practices to verify adherence to this Privacy Policy. Any agents, contractors, service providers, or other third party’s subject to this Privacy Policy that we determine is in violation of this Privacy Policy will be subject to disciplinary action up to and including termination of such services.

9. Changes to this Privacy Policy

Meshmatic may change, modify, or update this Privacy Policy from time to time, in whole or in part, in Meshmatic’s sole discretion, at any time without prior notice by posting updated versions on the Meshmatic website. When we do, we will revise the “last updated” date at the bottom of this page. If and when we make such changes, we will make commercially reasonable efforts to notify you by email, through the Services, or by posting a prominent notice on our Website. We encourage you to visit this page at https://www.meshmatic3d.com/terms-and-conditions/ to stay informed on our privacy practices and review our most current Privacy Policy.

10. Contact Meshmatic

We encourage you to contact us with any questions, complaints, or requests with respect to your Personal Information, this Privacy Policy, and/or our privacy practices (including our practices with respect to service providers located outside of Canada).

We can be contacted at:

VRSquare Virtual Reality Studio Inc.
1500 – 555 Hastings Street W
Vancouver, BC, Canada
V6N 5A4

Any questions regarding this can be directed to security@meshmatic3d.com

Meshmatic – General User Terms

These General Terms and Conditions (the “General Terms”) – together with the other documents referenced and linked below (collectively, the “Agreement”) – describe your rights and responsibilities concerning your use of the services offered by VRSquare Virtual Reality Studio Inc. dba Meshmatic (“Meshmatic”), including via the www.meshmatic3d.com website and all associated services (collectively, the “Services”). Your use of the Services constitutes your acceptance of the Agreement. Therefore, please take the time to review these terms carefully.

If you do not agree with some or all of these terms, do not use the Services.

Last updated: November, 2021

1. Operator

The Services, including the meshmatic3d.com website are provided by Meshmatic. In this Agreement, the terms “we”, “our” and “us” refer to Meshmatic.

2. Modifications and Updates to These Terms and Conditions

We reserve the right to update or modify (collectively “change”) the terms of this Agreement (including those documents that are incorporated herein by reference) at any time and from time to time, without prior notice to you. Your use of the Services following any such change constitutes your agreement to follow and be bound by such changes. For this reason, we encourage you to review this Agreement (and all documents incorporated by reference, as set out below) whenever you visit the meshmatic3d.com website. We will include a “last revised” date on this Agreement as displayed on the website.

3. Termination of Your Use of the Services

In addition to any other rights or remedies available to us, in our sole discretion we may terminate or restrict your access to this Services or any component thereof at any time, without notice or liability to you.

4. Ownership

All of the content on or made available via the Services, including without limitation all of the page headers, images, illustrations, graphics, audio clips, video clips, multimedia clips, interfaces and text (collectively “Material”) is the property of Meshmatic or its licensors-as are all trade-mark, copyright, patent and/or other intellectual property rights arising therefrom. The Material is protected under copyright, trade-mark and other laws of Canada and other countries, and Meshmatic owns all copyright in the selection, co-ordination, arrangement and enhancement of the Material. MESHMATIC, and the MESHMATIC & 3D CAD/MESH CONVERSION AND OPTIMIZATION Design are trade-marks and/or trade names of Meshmatic. All other company names, brand names, trade-marks and logos are the property of their respective owners. Nothing made available via the Services or contained on the website will be construed as granting any license or right to use any trade-marks (whether by implication or otherwise), including Meshmatic’s trade-marks, except with the express written permission of Meshmatic or such other party that may be the owner thereof.

5. Permitted Use of the Services; Prohibitions

You may download, print and store selected portions of the Material provided that you: (a) only use these copies of the Material for your own personal, non-commercial use; (b) do not copy or post the Material on any network computer, or broadcast or redistribute the Material in any media or through any other channel; (c) do not modify or alter the Material in any way; and (d) do not delete, obscure or change any copyright, trade-mark or other proprietary notice contained in the Material. Additionally, you understand that by using the Services that you may be exposed to Material that you may find offensive or objectionable and that, in this respect, you use the Services at your own risk.

6. Prohibitions

Except to the limited extent expressly permitted above, any other use of any of the Material (whether in whole or in part) is strictly prohibited. Without limiting the foregoing, you must not frame, mirror, scrape, or mine any of the Material except with our prior written consent. Additionally, without limiting the foregoing, you may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Material (whether in whole or in part) unless you have been specifically told that you may do so by Meshmatic or by the owners of that Material in a separate agreement. Except as indicated by our robots.txt or similar file, you may not use any robot, spider, other automatic device or manual process to monitor or copy web pages or the Material. You may not, whether directly or indirectly, use any device, software or routine or otherwise interfere or attempt to interfere with the proper working of the services. You may not take any action that places a disproportionately large load on the infrastructure of the Services. We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.

7. Feedback

We seek and welcome your feedback regarding the Services. In the event you provide us with any such material (whether through the Services, by electronic mail or otherwise) including any questions, comments, suggestions, testimonials or the like (all of which are collectively called “Feedback”), you retain ownership of all rights in such Feedback. However, you grant us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to delete, reproduce, modify, adapt, publish, translate, share, rent, lend, create derivative works from, distribute, commercialize, communicate by telecommunication, display and otherwise use such Feedback throughout the world in any media, now known or hereafter developed for any purpose, and you waive any and all moral rights in the Feedback. You also agree that we are free to use any ideas, concepts, know-how, or techniques contained in any Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. You also grant us the right to use the name you submit (if any) with such Feedback in connection with our rights hereunder. By providing Feedback, you warrant that the content of such Feedback is not subject to any third party copyright or any other proprietary rights, and that you have full capacity and authority to provide such Feedback and this license to the Feedback.

8. Privacy

You have read, understood and agreed to our Privacy and Security Policy, the terms of which appear on the Website and are incorporated by reference into this Agreement, and agree that the terms of such Privacy and Security Policy are reasonable. You consent to the use of your personal information by Meshmatic and/or third parties in accordance with the terms of and for the purposes set forth in our Privacy and Security Policy.

9. Links

The Website may contain, and the Services may make available, links to other web sites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by Meshmatic of the linked website or information contained therein. Your use of such sites and your dealings with the owners or operators thereof are at your own risk.

10. Errors and Corrections; Disclaimers

The Services, including the meshmatic3d.com website may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you. All Material is provided “as is”, “where is”, “as available”, without representations or warranties of any kind. TO THE FULL EXTENT PERMITTED BY LAW, MESHMATIC, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, MEMBERS AND SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Without limiting the foregoing, we do not represent or warrant that the Material is accurate, complete, reliable, useful, timely or current or that the Services will operate without interruption or error. We assume no responsibility, and are not liable for, any damages to your computer equipment, data or other property on account of your access to or use of the Services or your downloading of any Material, or inability to do any of the foregoing. We make no representation that the Material provided via the Services is applicable or appropriate for use in locations outside of Canada.

11. Limitation of Liability

Your use of the Services is undertaken at your own risk. Under no circumstances will Meshmatic, our affiliates or agents be liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to or use of this Services, your reliance on any Material, or any consequences flowing therefrom. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS OR FAILURE TO REALIZE ANTICIPATED BENEFITS), WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing, if for any reason we are found liable for any loss or damage which arises out of or is in any way connected to your use of (or inability to use) the Services or Material, then our total aggregate liability under such circumstances will not exceed two Canadian dollars (CAD $2.00), in aggregate. If you are dissatisfied with the Services, any Material or with this Agreement, your sole and exclusive remedy is to discontinue using the Services.

12. Indemnification

You agree to indemnify and save harmless Meshmatic, our affiliates, and their respective directors, officers, agents, members and suppliers (in this section, “we” and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability (including without limitation reasonable professional fees) brought against or suffered or incurred by us as a result of your use of the Services or your breach of this Agreement. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who Is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defense and indemnification obligation will survive termination of this Agreement and your cessation of use of the Services.

13. Governing Law and Courts; Timing of Claims

This Agreement and your use of the Services (including access to the meshmatic3d.com website) will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You further agree that despite being available from a variety of jurisdictions, the Services (including access to the meshmatic3d.com website) will be deemed solely based in the Province of British Columbia, Canada; and that the Services (including access to the meshmatic3d.com website) shall be deemed to be passive in nature and not giving rise to personal jurisdiction over Meshmatic in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Services and this Agreement. However, you agree that nothing herein precludes Meshmatic’s application for injunctive remedies or other urgent legal relief in any jurisdiction. You agree that any claim or cause of action you may have arising from, connected with, or relating to this Agreement or the Services must be commenced in a court of competent jurisdiction in the Province of British Columbia within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.

14. Severability

The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.

15. Other Jurisdictions

Use of the Services is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of the Services may be illegal or prohibited. Those who choose to access the Services from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.

16. Waiver

No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

17. Enurement

The provisions of this Agreement will enure to the benefit of and be binding upon each of Meshmatic and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Meshmatic which may be withheld in Meshmatic’s sole discretion. Meshmatic may assign this Agreement and its rights and obligations under this Agreement without your consent or notice to you.

18. Survival

The provisions of Sections 4, 6-8 and 10-19 will survive termination of the Agreement, howsoever occasioned.

19. Entire Agreement

This Agreement, together with those documents incorporated or referred to herein, constitutes the entire agreement between you and Meshmatic relating to your use of the Services and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by the express and explicit agreement of Meshmatic to modify this Agreement in writing, or by Meshmatic making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. No Meshmatic employee or agent has the authority to vary this Agreement.

Registered User Terms

These User Terms and Conditions (the “User Terms”)-together with the other documents referenced and linked below (collectively, the “Agreement”)-describe your rights and responsibilities concerning your use of the services offered by VRSquare Virtual Reality Studio Inc. dba Meshmatic (“Meshmatic”), including via the meshmatic3d.com website and all associated services (collectively, the “Services”).

If there are any provisions with which you do not agree, you may not use this website or any aspect of the service.

Last updated: November, 2021

1. Operator and Provider

The Services are provided by Meshmatic. In this Agreement, the terms “we”, “our” and “us” refer to Meshmatic.

2. Modifications and Updates to This Agreement and Conditions

We reserve the right to unilaterally update or modify (collectively “change”) this Agreement at any time and from time to time. We will notify you of any changes to this Agreement by posting notice of such changes on the Meshmatic3d.com or otherwise via the Services, or sending notice to you via email. You agree that we have this right, and that your continued use of the Services following notice of such change means that you agree to and accept the amendments. If you do not agree, you must immediately stop using the Services, and notify us that you are terminating this Agreement.

3. Other Terms

You understand and acknowledge that your use of the Services is also governed by the General User Terms, which you have read and understand, and to which you agree. In addition, you understand and acknowledge that your use of the Services is also governed by the Meshmatic Privacy and Security Policy, which you have read and understand, and to which you agree. You consent to the collection, use and disclosure of your personal information by us and/or third parties in accordance with the terms of and for the purposes set forth in our Privacy and Security Policy, and you agree that the terms of such Privacy and Security Policy are reasonable. In addition, you also agree that your use of the Services will also be subject to such other policies and procedures as may be conveyed to you by us from time to time, including via the Services. Such policies and procedures, together with the General Terms and Privacy and Security Policy are herein incorporated by reference, mutatis mutandis. Capitalized terms not otherwise defined herein have the meanings attributed to them in the User Terms and the Privacy and Security Policy.

4. Description of Services

We provide access to software and related services available via the Website and through other channels. You are responsible for providing, at your own expense, all equipment necessary to use the Services, at your sole cost. Subject to this Agreement, you may access and use the services you have been authorized or licensed by Meshmatic to access and use, during the term of this Agreement. Unless we have given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Services, or grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services to any third person.

5. Account Eligibility

You may create an account to access the Services only if you:(a) can lawfully enter into and form contracts in accordance with local laws; and(b) you have not previously opened an account on the Services. Additionally, to the extent that you are using a paid version of our services, you must also have arranged for a valid form of payment that is expressly accepted by Meshmatic. You represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and the corporation or other organization named in the account sign-up process.

6. Account Sign-Up

When you sign up for an account you will be required to provide a work email address, to provide your name, title and phone number. You will also be given the opportunity to provide certain optional information.

7. Your Account Data

You agree to: (a) provide true, accurate, current and complete information as prompted by all Service-related registration forms and account settings (“Data”); and (b) maintain and promptly update the Data to keep it true, accurate, current and complete. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with your account; you may not transfer or share your account with anyone. Accordingly, you acknowledge that you will be solely responsible to Meshmatic for all activities that occur with the use of your account credentials-whether financial or otherwise. If you provide any Data that is (or which we have reasonable grounds to suspect is) untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of our services (including the Services) or any portion thereof.

8. Privacy

You have read, understood and agreed to our Privacy and Security Policy, the terms of which appear on the Website and are incorporated by reference into this Agreement, and agree that the terms of such Privacy and Security Policy are reasonable. You consent to the use of your personal information by Meshmatic and/or third parties in accordance with the terms of and for the purposes set forth in our Privacy and Security Policy.

9. Your Representations and Warranties

In using the Services, you shall at all times act reasonably, and in good faith. You additionally agree, represent and warrant that you shall not: (a) bypass or attempt to bypass any measures we may use to prevent or restrict access to the Services; (b) interfere or attempt to interfere with the proper functioning of the Services; and (c) impersonate or attempt to impersonate any person or entity, or falsely state or otherwise misrepresent yourself or provide false Data. In sharing files with Meshmatic, you further agree, represent and warrant that: (a) all rights in and to the files (including, without limitation all trade-mark, trade secret, patent, copyright, moral, or other proprietary rights), are owned by you or you have full authority by way of the necessary licenses, permissions, waivers and consents to use the files, and upload the files for use by us (for the purposes described herein) and by other Service users, and grant the license contained herein; (b) the files do not contain any viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs; (c) the files do not contain any unlawful, hateful, objectionable, harmful, threatening, abusive, harassing, offensive, libelous, defamatory, slanderous, immoral, pornographic, indecent, or obscene material, or material that is discriminatory (as relating to race, ethnicity, sexual orientation, age, religion, or other grounds), or that is otherwise objectionable; (d) the files do not advocate or describe any illegal activity; (e) you have not and will not accept compensation from any third parties in relation to your files; (f) you will not use the Services to advertise or solicit for any commercial or other purpose competitive with the Services; and (g) your files and their use as contemplated hereunder and otherwise via the Services will not conflict with or violate any other agreement between you and any other party, and do not conflict with or violate any applicable laws (including as relating to intellectual property, confidentiality, personal, privacy or proprietary rights).

10. Billing and Payments

The Fees and any other charges under this Agreement shall be paid by Customer no later than ten (10) days from the date of the applicable invoice 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.

The fees for your account will be billed from the date you register for a paid account and on each annual renewal thereafter unless and until you cancel your account. Meshmatic will automatically bill your credit card each year on the calendar day corresponding to the commencement of your paid account.

11. Taxes

You are responsible for paying any applicable governmental taxes imposed on your acquisition of services from us, including, but not limited to, sales, use or value-added taxes.

12. Billing Disputes

If you note a billing problem or discrepancy, you must contact Meshmatic within 15 days of the date of the billing problem or discrepancy to discuss the issue. A failure to do so will be taken as your waiver of such issues.

13. Confidentiality

Transmissions to Meshmatic (whether effected through the Services or otherwise) may not be secure, may not be treated as confidential or protected in any way, and do not create any fiduciary or other relationship or duty of any kind. You should not send confidential or sensitive information via the Internet or e-mail, including via the Services. Additionally, Meshmatic has implemented commercially reasonable technical and organizational measures designed to secure the Services, Data and files from accidental loss and from unauthorized access, use, alteration or disclosure. However, Meshmatic cannot guarantee that unauthorized third parties will never be able to defeat those measures, or use such information for improper purposes. You acknowledge that you provide your personal information at your own risk.

14. Support and Reporting

In the event that you have difficulties using our Services or accessing the Meshmatic3d.com website, you can contact Meshmatic at support@meshmatic3d.com, or via the “Contact us” section on the Meshmatic website, for assistance.

15. Suspension and Termination

If you wish to terminate this Agreement, you will be required to contact us at support@meshmatic3d.com of your intention. Neither failing to log into the Services, failing to upload additional files or failing to access or consume services made available to you will, in and of itself, constitute your termination of this Agreement. We may, at any time and for any reason and in its sole discretion, change, suspend or terminate (whether temporarily or permanently) the Services or the meshmatic3d.com website (or any part thereof), or terminate this Agreement, without any prior notice or liability to you or any other person. Additionally, your rights under this Agreement will terminate automatically without notice from us if you fail to comply with any term(s) of this Agreement. If this Agreement is terminated by you or us for any reason, then: (a) this Agreement will nevertheless continue to apply and be binding upon you in respect of your files and use of the Services and services prior to termination; (b) you may be prevented from using the Services or accessing the meshmatic3d.com website, or your account details, or any files or other content which is contained or attached to your account, all of which may be deleted by Meshmatic; (c) Meshmatic may continue to use and disclose your personal information in accordance with the Meshmatic Privacy and Security Policy as amended from time to time; (d) Meshmatic may continue to use and disclose your files as outlined herein; and (e) you shall cease all use of the Services, including the meshmatic3d.com website. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.

16. Disclaimers

You understand and agree that temporary interruptions of the Services may occur as normal events. You further understand and agree that we have no control over third party networks you may access (or we may rely upon) in the course of your use of (or our delivery of) the Services; therefore, delays and disruption of the Services and any transmissions related thereto are completely beyond our control, and we shall have no liability therefore. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Meshmatic HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MESHMATIC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY OR ASSOCIATED WITH THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MESHMATIC EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. OTHERWISE, THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MESHMATIC BE LIABLE FOR PERSONAL INJURY OR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY OTHER SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF MESHMATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. Notwithstanding the foregoing, in no event shall our total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of five Canadian dollars (CAD $5.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

18. Indemnification

You agree to indemnify and save harmless Meshmatic, our affiliates, and our respective officers, directors, employees, consultants, representatives, members and agents (in this section, “we” and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability, including without limitation reasonable professional fees, brought against or suffered or incurred by us as a result of your use of the Services in breach of this Agreement. Without limiting the foregoing, you assume any and all liability for files you upload, and you agree to defend, indemnify and hold us harmless from and against any and all third-party claims, actions, proceedings, damages and expenses (including without limitation lawyer fees on a solicitor-client basis) and costs, arising out of the breach or alleged breach of a covenant, representation or warranty in this Agreement. When we are threatened with a suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us as provided above; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive this Agreement and your cessation of use of the Services.

19. Further Assurances

Upon our request and at our cost, you agree to provide such information and documents, do such additional things, and sign such further documents connected with the licenses, releases and waivers contemplated by this Agreement.

20. Governing Law and Courts; Timing of Claims

This Agreement and your use of the Services (including access to the meshmatic3d.com website) will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You further agree that despite being available from a variety of jurisdictions, the Services (including access to the meshmatic3d.com website) will be deemed solely based in the Province of British Columbia, Canada; and that the Services and the meshmatic3d.com website) shall be deemed to be passive in nature and not giving rise to personal jurisdiction over Meshmatic in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Services and this Agreement. However, you agree that nothing herein precludes Meshmatic’s application for injunctive remedies or other urgent legal relief in any jurisdiction. You agree that any claim or cause of action you may have arising from, connected with, or relating to this Agreement or the Services must be commenced in a court of competent jurisdiction in the Province of British Columbia within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.

21. Severability

The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.

22. Other Jurisdictions

Use of the Services is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of the Services may be illegal or prohibited. Those who choose to access the Services from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.

23. Notices

Meshmatic may provide notifications (whether required by law, for authorized marketing or business related purposes) to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on www.meshmatic3d.com, as we may determine in our sole discretion.

24. Waiver

No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.

25. Enurement

The provisions of this Agreement will enure to the benefit of and be binding upon each of Meshmatic and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Meshmatic which may be withheld in Meshmatic’s sole discretion. Meshmatic may assign this Agreement and its rights and obligations under this Agreement without your consent or notice to you.

26. Survival

The provisions of Sections 8-27 shall survive termination of the Agreement, howsoever occasioned.

27. Entire Agreement

This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and Meshmatic relating to your use of the Services and files, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by the express and explicit agreement of Meshmatic to modify this Agreement in writing, or by Meshmatic making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. No Meshmatic employee or agent has the authority to vary this Agreement. In the event of a conflict between the provisions of the User Terms and the provisions of any other document or agreement incorporated or referenced herein, these User Terms will govern to the extent of the inconsistency.

Enterprise Terms

Last Updated: November 2021

1. Definitions.

“Meshmatic” has the meaning set out in an Order Form.

“Agreement” has the meaning set out in an Order Form.

“Annual Subscription Fee” means the annual fees (as specified in the Order Form) payable by Customer to Meshmatic for the right to receive access to the Service.

“Customer” means the person accessing, downloading, installing, or otherwise using the Service as set out in an Order Form.

“Customer Data” means all data or information submitted by Customer or its Users to the Service.

“Deliverable” means any software, studies, documentation or other materials prepared by Meshmatic for Customer as described in an Order Form.

“Effective Date” has the meaning set out in an Order Form.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Order Form” means an order form executed by Customer for the use of the Service, including any schedules, exhibits, or addendums attached thereto, that incorporates these Meshmatic Enterprise Terms by reference.

“Professional Services” means the consulting services and other professional services as described in an Order Form, including (if expressly described in an Order Form), without limitation, instruction and training on the use of Meshmatic products and services, evaluation, design, and implementation of system architectures, the development of Deliverables, custom developments, and Service deployment consultations.

“Service” means Meshmatic’s cloud-based or desktop CAD/mesh conversion and optimization platform.

“Term” has the meaning ascribed to that term in Section 11.1.

“User” means an individual or entity who has been supplied a user account or user seat by Meshmatic for using the Service.

2. Grant of License.

2.1 Provision of Service.

Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement and payment of the applicable fees, Meshmatic shall make the Service available to Customer during the Term for Customer’s use.

3. Use of the Service.

3.1 Meshmatic Responsibilities.

Meshmatic shall: (i) in addition to its confidentiality obligations hereunder, not use or modify the Customer Data (except for the purposes of performing its obligations or exercising its rights under this Agreement) or disclose the Customer Data to anyone other than Customer and the applicable Users; (ii) use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data; (iii) provide basic support to Customer’s Users, at no additional charge; and (iv) use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which Meshmatic shall give at least eight (8) hours’ notice via the Service); or (b) any unavailability caused by circumstances beyond Meshmatic’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Meshmatic employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Meshmatic’s possession or reasonable control, and denial of service attacks. Meshmatic will assign a Meshmatic “Customer Success Manager” to assist Customer with set-up, training, on-boarding and ongoing support of the Service.

3.2 Customer Responsibilities.

Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement and the User Guide. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Meshmatic promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.

3.3 Use Guidelines.

Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iii) attempt to gain unauthorized access to the Service or its related systems or networks.

3.4 Professional Services.

If Professional Services are set out in an Order Form, Meshmatic shall use commercially reasonable efforts to provide such Professional Services (including, without limitation, the development of Deliverables, if any). Customer acknowledges and agrees that Meshmatic may retain the services of independent consultants from time to time to perform, or to assist Meshmatic in performing, the Professional Services. Customer acknowledges and agrees that Meshmatic’s performance of the Professional Services is dependent on Customer’s performance of certain activities and tasks as may be reasonably requested by Meshmatic to facilitate Meshmatic’s timely performance of the Professional Services, including, without limitation, providing Meshmatic with access to sufficiently qualified employees of Customer sample files, Customer feedback, Customer facilities, or working space or office support at such Customer facilities (“Dependencies”). Meshmatic will not be liable for any delay or non-performance of any Professional Service caused by Customer’s non-performance or inadequate performance of any Dependencies.

3.5 Publicity.

Any party may not, without the other party’s prior written consent: (i) issue press releases relating to this Agreement; or (ii) include the name and logo of the other party in lists of customers or vendors in accordance with the other party’s standard guidelines.

4. Fees & Payment.

4.1 Fees.

In consideration for the receipt of the Service, Customer shall pay Meshmatic the Annual Subscription Fee and any Professional Services fees, as specified in an Order Form in accordance with the terms and conditions set out therein. Meshmatic may change the Annual Subscription Fee and institute new charges at its discretion as of the start of each Renewal Term upon providing not less than sixty (60) days prior written notice to Customer.

4.2 Travel Expenses.

If Professional Services are set out in an Order Form, Customer will reimburse Meshmatic for all reasonable out of pocket expenses (including travel, lodging and related expenses) incurred by Meshmatic in the performance of any Professional Services or the development of any Deliverables, if any, provided that such expenses are approved in advance by Customer in writing, including, without limitation, if such expenses are set out in an Order Form.

4.3 Invoicing & Payment.

Unless otherwise stated in an Order Form, Fees for the Service will be invoiced on an annual basis in advance. Unless otherwise stated in an invoice, the Annual Subscription Fee is due immediately from the invoice date. Fees for Professional Services will be invoiced as specified in the applicable Order Form, but, unless specified otherwise in the Order Form, will be due immediately from the date of completion of the applicable Professional Services. Customer is responsible for maintaining complete and accurate billing and contact information with Meshmatic.

4.4 Overdue Payments.

Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Meshmatic’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

4.5 Taxes.

Unless otherwise stated, Meshmatic’s fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, without limitation, value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Meshmatic’s net income or property. If Meshmatic has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Meshmatic with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.6 Audit Rights.

Meshmatic shall have the right to use the capabilities of the Service to confirm the number of Users using the Service and Customer’s compliance with this Agreement. If Customer exceeds the number of Users it is authorized to have under this Agreement, Customer will pay to Meshmatic additional fees for such excess Users in accordance with this Agreement.

4.7 Suspension of Service.

If Customer’s account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Meshmatic reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.

5. Proprietary Rights.

5.1 Reservation of Rights to the Service and Deliverables.

Subject to the limited rights expressly granted hereunder, Meshmatic reserves all rights, title and interest in and to the Service and any Deliverables, including, without limitation, all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Subject to Customer’s payment of the Professional Services fees set out in the applicable Order Form, Meshmatic grants to Customer a non-exclusive, non-transferable license to use the Deliverables solely in connection with Customer’s permitted use of the Service as set out in Section 2 of the Agreement.

5.2 Restrictions.

Customer shall not (and shall not allow any third party to): (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (ii) circumvent any user limits or other timing or use restrictions that are built into the Service; (iii) remove any proprietary notices, labels, or marks from the Service (iv) frame or mirror any content forming part of the Service; (v) access the Service in order to: (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Service; or (vi) use all or any portion of the Service for hazardous purposes requiring fail-safe performance, such as aircraft navigation, air traffic control, or weapons systems, in which the failure of the Service could lead directly to death, personal injury, or severe physical or environmental damage.

5.3 Customer Data.

As between Meshmatic and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement. Meshmatic shall not access Customer’s User accounts, including Customer Data, except to respond to service or technical problems or at Customer’s request or as necessary for the operation of the Service or billing or to conduct aggregate and anonymized statistical analysis of Service use and other Service parameters or as otherwise set forth in Meshmatic’s Privacy Policy. Customer hereby grants Meshmatic a non-exclusive license for the Term (and for thirty (30) days thereafter) to use and otherwise exploit the Customer Data as reasonably required to provide the Service. The provision and use of the Customer Data will also be subject to Meshmatic’s Privacy Policy, which is available at https://meshmatic3d.com/terms-and-conditions/.

5.4 Suggestions.

Meshmatic shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service.

6. Confidentiality.

6.1 Definition of Confidential Information.

As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of this Agreement (including, without limitation, pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

6.2 Confidentiality.

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.

6.3 Protection.

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

6.4 Compelled Disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

6.5 Remedies.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

7. Warranties & Disclaimers.

7.1 Warranties.

Each party represents and warrants that it has the legal power to enter into this Agreement. Meshmatic represents and warrants that: (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Service will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User or Customer-uploaded materials or otherwise originating from Customer or a User).

7.2 Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, MESHMATIC MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Mutual Indemnification.

8.1 Indemnification by Meshmatic. Subject to this Agreement, Meshmatic shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys’ fees) awarded to a third party against Customer by a court of competent jurisdiction in any actions, lawsuits, or proceedings made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of a third party (“IP Claims”); provided, that Customer: (i) promptly gives written notice of each IP Claim to Meshmatic; (ii) gives Meshmatic sole control of the defense and settlement of each IP Claim (provided that Meshmatic may not settle or defend any IP Claim unless it unconditionally releases Customer of all liability); and (iii) provides to Meshmatic, at Meshmatic’s cost, all reasonable assistance in respect to each IP Claim.

8.2 Mitigation.

If: (i) Meshmatic becomes aware of an actual or potential IP Claim, or (ii) Customer provides Meshmatic with notice of an actual or potential IP Claim, Meshmatic may (or, in the case of an injunction against Customer, shall), at Meshmatic’s sole option and determination: (a) procure for Customer the right to continue to use the Service; or (b) replace or modify the Service with equivalent or better functionality so that Customer’s use is no longer infringing; or (c) if (a) or (b) are not commercially reasonable, terminate provision of the Service and refund to Customer any pre-paid Service fees for any periods after the termination of the Service, less any outstanding moneys owed by Customer to Meshmatic.

8.3 Exclusions.

The obligations in Sections 8.1 and 8.2 do not extend to: (i) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Service furnished by Meshmatic with other products, software or services not provided by Meshmatic; (ii) any IP Claim related to any Customer Data; or (iii) any IP Claim related to any use or exercise of any other right in respect to the Service outside the scope of the rights granted in this Agreement.

8.4 Indemnification by Customer.

Subject to this Agreement, Customer shall defend, indemnify and hold Meshmatic harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred, directly or indirectly, from or in connection with any actions, lawsuits, or proceedings made or brought: (i) in respect of Customer’s negligence or willful misconduct resulting in death or bodily injury to any person; or (ii) against Meshmatic by a third party alleging that the Customer Data, or Customer’s use of the Service in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party (“Customer Claims”); provided, that, in each case, Meshmatic: (a) promptly gives written notice of each Customer Claim to Customer; (b) gives Customer sole control of the defense and settlement of each Customer Claim (provided that Customer may not settle or defend any Customer Claim unless it unconditionally releases Meshmatic of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance in respect to each Customer Claim.

9. Limitation of Liability.

9.1 Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF: (I) $100,000; AND (II) THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE (12) TWELVE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

10. Exclusion of Consequential and Related Damages.

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Term & Termination.

11.1 Term of Agreement.

This Agreement shall commence as of the Effective Date and shall continue in effect and renew for the Initial Term and any subsequent Renewal Terms set out in the Order Form. Collectively, the Initial Term and any subsequent Renewal Terms shall constitute the “Term”.

11.2 Termination for Cause.

A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer, Meshmatic shall refund Customer any prepaid fees for any periods after the effective date of termination of the Agreement.

11.3 Outstanding Fees.

Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Meshmatic prior to the effective date of termination.

11.4 Surviving Provisions.

The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 12.

12. General Provisions.

12.1 Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.2 No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

12.3 Notices.

All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) the second business day after sending by email. Notices to Meshmatic shall be addressed to the attention of the Legal Department. Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated in an Order Form.

12.4 Waiver and Cumulative Remedies.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

12.5 Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.6 Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.7 Governing Law.

Unless otherwise stated in an Order Form, this Agreement shall be governed by the laws of the Province of British Columbia, Canada, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.

12.8 Venue; Waiver of Jury Trial.

The provincial and federal courts located in Vancouver, British Columbia, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12.9 Force Majeure.

Neither party shall be responsible for its failure to perform its obligations under this Agreement to the extent due to unforeseen circumstances or causes beyond its control, including, without limitation, acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses reasonable efforts to limit the resulting delay in its performance.

12.10 Export.

Customer acknowledges and agrees that the Service may be subject to export and import controls under the regulations of Canada, the United States and other countries, and Customer shall comply with all export and import control regulations of such countries. Customer shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import or use of the Service.

12.11 Entire Agreement.

This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions of these Meshmatic Enterprise Terms and any Order Form, the terms such Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

12.12 Amendments.

Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, MESHMATIC MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON MESHMATIC’S WEBSITE. UNLESS OTHERWISE INDICATED BY MESHMATIC, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON MESHMATIC’S WEBSITE (WHICHEVER IS EARLIER). CUSTOMER’S CONTINUED USE OF THE SERVICES AFTER SUCH AMENDMENT IS ACKNOWLEDGMENT OF AND AGREEMENT WITH SUCH AMENDMENT.

12.13 Non-Solicitation.

If Professional Services are set out in an Order Form, for the Term of this Agreement and for a period of twelve (12) months following the Term, Customer agrees not to, directly or indirectly, solicit or recruit any employees or contributors of Meshmatic engaged in the performance of such Professional Services, except that the foregoing will not apply to general solicitation or assistance in connection with any solicitation or recruitment not targeted at Meshmatic’s employees or contributors, including, without limitation, through general advertisements or the efforts of any recruiting or employment agencies not targeted at such employees or contributors.

     

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