Last updated: April 27, 2020

The terms of use (the “Terms“) described below govern your use of the MetaVRse application (the “MetaVRse Product“) on the Internet or in cellular media. The MetaVRse Product includes MetaVRse’s proprietary software and any service provided by MetaVRse. By using the MetaVRse Product, you agree with MetaVRse, to the Terms and that the Terms constitute a legally binding agreement between MetaVRse and you.

BEFORE USING THE METAVRSE PRODUCT, PLEASE ENSURE THAT YOU CAREFULLY READ THE TERMS AND ARE AWARE OF YOUR RIGHTS AND OBLIGATIONS, AND THE LIMITATIONS, FORMING PART OF THE TERMS. IF YOU DO NOT AGREE TO THE TERMS OR ANY OF ITS PARTS, THEN YOU ARE PROHIBITED AND MUST REFRAIN FROM USING THE METAVRSE PRODUCT. THE METAVRSE PRODUCT MAY NOT BE USED IN ANY WAY THAT IS NOT EXPRESSLY PERMITTED BY THE TERMS.

ESSENTIAL CONDITIONS

You agree to the following:

(i) You agree and acknowledge that you assume full, exclusive and sole responsibility for the use of, and reliance on, the MetaVRse Product, and your use of, or reliance on, the MetaVRse Product is made entirely at your own risk.

(ii) The MetaVRse Product uses your location and route information sent by your mobile device on which the MetaVRse Product is installed and activated. Many features of the MetaVRse Product cannot be provided without utilizing this technology. MetaVRse does not store or use your prior routes made when using the MetaVRse Product. An Internet connection is required to use the MetaVRse Product. That connection is made solely at your expense, and all associated charges (e.g. mobile data expenses) incurred by your use of the MetaVRse Product are your exclusive responsibility. The amount of those expenses and payment terms are determined by your agreement with your communication service provider (eg. your cellular company).

(iii) MetaVRse hereby grants you a non-exclusive, time-limited, non-transferable, non-sublicensable, and revocable license to use the MetaVRse Product in Canada or the United States for non-commercial purposes, subject to the Terms. This license does not extend to or include a license to use the maps displayed on the MetaVRse Product or any mark, indicator, logo or notation embedded in the maps that are displayed on the MetaVRse Product.

(iv) You may NOT use the MetaVRse product for any, illegal, immoral or unauthorized purpose. Without limitation, you, whether yourself or through any other means or person, may not, without MetaVRse’s prior express written consent that MetaVRse may withhold at its sole, absolute and unfettered discretion: sell, lease or otherwise transfer, or offer to sell, lease or otherwise transfer, the MetaVRse Product or the data therefrom, or any product that incorporates all or a significant part of the MetaVRse Product, to a third party by any means; engage in scraping, data mining, harvesting, screen scraping, data aggregating, or indexing; use any robot, spider, scraper or other automated means to use the MetaVRse Product for any purpose; copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the MetaVRse Product, or in any way publicly display, perform, or distribute the MetaVRse Product; make any use of the MetaVRse Product on any website or computer network; create a browser or border environment around the MetaVRse Product; interfere with or violate the rights (intellectual or other) of any third party; transmit or otherwise make available in connection with the MetaVRse Product any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; interfere with or disrupt the operation of the MetaVRse Product or the servers or networks that host the MetaVRse Product, or disobey any requirements, procedures, policies, or regulations of such servers or networks; or create a database by systematically downloading and storing all or any of the information from the MetaVRse Product.

(v) MetaVRse may, either partially or in its entirety and without being obligated to provide prior notice, modify, adapt or change the MetaVRse Product or any aspect related to the MetaVRse Product. You will have no claim, complaint or demand against MetaVRse for applying such changes or for failures incidental to such changes.

TERMINATION

You may terminate your use of the MetaVRse Product at any time, for whatever reason, and without notice or obligation to MetaVRse. If you would also like for MetaVRse to delete your MetaVRse account and your personal information contained in the account, please use the “Delete Account” function in the MetaVRse Product. After MetaVRse receives your request, MetaVRse will use reasonable efforts to delete that information; however, your information may be retained on MetaVRse’s back-up systems for a period of time.

MetaVRse retains the right to terminate your access to, and right to use, the MetaVRse Product at any time and for any reason MetaVRse deems appropriate, at its sole, absolute and unfettered discretion.

COPYRIGHT

All intellectual property rights in and to the MetaVRse Product and its database, including copyrights, trademarks, industrial designs, patents and trade secrets, are either the exclusive property of MetaVRse or are licensed to MetaVRse. The MetaVRse Product is protected by applicable copyright and other laws. MetaVRse may protect the MetaVRse Product by technological means intended to prevent unauthorized use of the MetaVRse Product. You undertake not to circumvent these means. If you circumvent any of the means taken by MetaVRse to protect the MetaVRse Product from unauthorized use, you must immediately cease any and all use of the MetaVRse Product, and you undertake to do so. Without derogating from MetaVRse’s rights under the Terms or any applicable law, any attempted or actual infringement of this provision will result in the termination of all your rights under the Terms, without notice to you.

LIMITATION OF LIABILITY AND WARRANTY

MetaVRse PROVIDES THE MetaVRse PRODUCT FOR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE MetaVRse PRODUCT MAY BE INACCURATE, INCOMPLETE OR OUTDATED. MetaVRse HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MetaVRse PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF COMPLETENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FEATURES, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, OR ACCURACY OF MAPS PRESENTED OR DISPLAYED IN OR BY THE MetaVRse PRODUCT.

Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

MetaVRse exerts efforts to provide you with a high quality and satisfactory MetaVRse Product. However, MetaVRse does not warrant that the MetaVRse Product will operate in an uninterrupted or error-free manner, or that it will always be available or free from all harmful components, or that it is safe, secure from unauthorized access to MetaVRse’s computers, immune from damages, or free of malfunctions, bugs or failures, including, but not limited to hardware failures, or software and communication failures, originating either in MetaVRse or any of its providers.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MetaVRse, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, SUB-CONTRACTORS, REPRESENTATIVES AND AGENTS, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE MetaVRse PRODUCT, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE MetaVRse PRODUCT, OR FROM ANY FAULT OR ERROR MADE BY MetaVRse OR ANYONE ACTING ON ITS BEHALF, OR FROM YOUR RELIANCE ON THE MetaVRse PRODUCT OR FROM ANY COMMUNICATION WITH THE MetaVRse PRODUCT, OR FROM ANY DENIAL OR CANCELLATION OF YOUR USER ACCOUNT, OR FROM RETENTION, DELETION, DISCLOSURE OR ANY OTHER USE OR LOSS OF YOUR CONTENT ON THE MetaVRse PRODUCT. IN ANY EVENT, YOUR SOLE REMEDY WILL BE LIMITED TO MetaVRse USING COMMERCIALLY REASONABLE EFFORTS TO CORRECT ANY ERRORS OR MALFUNCTIONS IN THE MetaVRse PRODUCT.

ANY PROVISION OF THIS SECTION TO THE CONTRARY NOTWITHSTANDING, IF MetaVRse IS GROSSLY NEGLIGENT OR ENGAGES IN INTENTIONAL MISCONDUCT, MetaVRse WILL BE LIABLE TO YOU FOR THE LESSER OF (1) ALL DIRECT DAMAGES ACTUALLY INCURRED BY YOU AND (2) ALL AMOUNTS PAID BY YOU TO MetaVRse DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

Some jurisdictions do not allow the limitations or exclusions of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

THIRD-PARTY SITES

The MetaVRse Product may contain links to, or may be accessible through links on, products or websites that are not maintained by MetaVRse. MetaVRse is not responsible for any content contained on, or otherwise with respect to, such other products and websites. No link from the MetaVRse Product to another product or website, or from another product or website to the MetaVRse Product, is an endorsement, sponsorship or recommendation by MetaVRse of such other product or website ,and links are provided only for your convenience. MetaVRse will have no responsibility or liability to you arising from any link between the MetaVRse Product and another product or website.

BREACH AND INDEMNITY

Without derogating from any applicable law, you agree to indemnify and hold harmless MetaVRse and its employees, officers, directors and agents, from and against all claims, damages, expenses, losses and liabilities that arise as a result of your violation of the Terms. This indemnity covers all expenses, payments, loss, loss of profits or any other damage, direct or indirect, monetary or non-monetary, incurred by MetaVRse, its employees, officers, directors or agents as a result of your violation of the Terms, including but not limited to legal expenses on a full indemnity basis.

PRIVACY

MetaVRse respects your privacy during your use of the MetaVRse Product. Our updated privacy policy pertaining to the MetaVRse Product is readily accessible at https://metavrse.com/privacy  and is an integral part of the Terms. As our privacy policy is subject to be updated periodically, MetaVRse recommends that you periodically review the policy for updates. In using the PRI Product, you agree to the provisions of our privacy policy from time to time in effect.

MODIFICATIONS OF THE TERMS

MetaVRse may modify the Terms from time to time. If fundamental changes are made, a notice will be posted in the updated version of the MetaVRse Product as well as on the MetaVRse’s home page. Your continued use of the MetaVRse Product after the Terms have been modified signifies your agreement to the updated Terms. If you do not agree with the updated Terms or to any term within them, you must discontinue all further use of the MetaVRse Product.

GOVERNING LAW AND JURISDICTION

These Terms, the Software and the MetaVRse Product will be governed solely by the laws of Ontario, and Canada as applicable, without giving effect to any conflicts of law principles. Any dispute, claim or controversy arising out of, connected with or relating to the Terms or the MetaVRse Product, will be under the exclusive jurisdiction of a competent court in Ontario, Canada.

ASSIGNMENT OF RIGHTS

You may not assign or transfer your rights in or to the MetaVRse Product, without the prior written consent of MetaVRse. MetaVRse may assign its rights in and to the MetaVRse Product to a third party at its sole and absolute discretion, provided that the third party undertakes MetaVRse’s obligations to you under the Terms.

COMPLETE TERMS

The Terms shall constitute the entire and complete agreement between you and MetaVRse concerning the MetaVRse Product.

SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If, however, any such provision is prohibited by or invalid under such law, it will be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it will be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder of such provision, or any other provision of this Agreement, being prohibited or invalid.

NO LEGAL RELATIONSHIP

The Terms and your use of the Product do not create or construe any, partnership, joint venture, employer-employee, agency, franchisor-franchisee or other similar relationship in any way and of any kind between MetaVRse and you.

CONTACT US

You may contact us concerning any question about the MetaVRse Product, through the channels listed on the “About” menu in the Software or through the “Contact Us” page on the MetaVRse website (web address: www.metavrse.com/contact). We will make reasonable efforts to address your inquiry promptly.