Terms and Conditions.
Terms and Conditions: AppliedVR Equipment Purchase and License
1. Purchase of Equipment:
1.1. The Equipment. AVR agrees to sell to Customer and Customer agrees to purchase from AVR the following equipment (referred to herein as the “Equipment”). The Equipment will be sold to Customer in “Units” and each Unit consists of one of each of the following items:
1.1.1. AppliedVR Virtual Reality Headset;
1.1.3. Set of headphones; and
1.1.3. Electrical chargers for the items described in Sections 1.1.1.
2. License of the Licensed Products:
2.1. The Licensed Products. As used in this Agreement, “Licensed Products” means AVR’s platform and software and all content provided to Customer by or on behalf of AVR for use by Customer on the Equipment.
2.2. The License. During the Term (as defined in Section 3.3 below) of this Agreement, AVR hereby grants to Customer a non-exclusive license (the “License”) to use the Licensed Products in the Facility (defined below). This License is non-transferrable, and cannot be sublicensed by Customer without advance written consent signed by the CEO or President of AVR. As used in this Agreement, “Facility” means the patient care facility located at:
2.3. Ownership. AVR owns the Licensed Products and, subject to applicable law, all data generated by use of Licensed Products. AVR will comply with all applicable laws with regard to such data, and, unless restricted by applicable law, shall have the unrestricted right to use such data for any purpose in the course of its business. Customer agrees that nothing in this Agreement shall give Customer any right, title, or interest in the Licensed Products other than the right to use the same in accordance with the terms of this Agreement.
3. Term and Termination:
3.1. Term. The “Initial Term” of this Agreement is 12 months from the Effective Date. This Agreement will automatically renew at the end of each term for a further term of 1 year unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term.
3.2. Termination. AVR may terminate this Agreement upon notice to Customer if: (a) Customer does not timely pay amounts due AVR under this Agreement; or (b) Customer breaches the terms of this Agreement. If AVR terminates this Agreement, AVR will refund Customer a prorated portion of the previously paid Annual Fee.
4. Services. During the Term of this Agreement, in exchange for the payment of the fees described in Section 5 below, AVR will provide the following services: (a) with respect to the Initial Term only, initial implementation of the Licensed Products, including one hour of product training by AVR personnel to be scheduled at a mutually agreeable time between AVR and Customer; (b) regular support and maintenance of the Licensed Products and Services, including upgrade support; (c) updates to the content as such updates become available to AVR’s customers generally; and (d) ongoing troubleshooting and issue resolution with respect to the Licensed Products, all as described below.
4.1. Initial Implementation. Upon execution of this Agreement, Customer will assign one of its personnel to serve as the primary point of contact with AVR for support, training and updates (“Customer Champion”) and will notify AVR in writing of the Customer Champion’s name, title, email address and phone number. Within the first 15 days of the Initial Term, AVR will deliver to Customer the Licensed Products pre-configured and ready to use out of the box and training materials for onboarding, and will deliver a one-hour training on the use of the Licensed Products and will provide such further support (on-site or remote) as is reasonably needed.
4.2. Support. During the Term, AVR will provide Customer with the following support:
4.2.1. The primary contact method for customer support is via email at email@example.com, which will be monitored 7:00 A.M. to 5:00 P.M. Pacific Time, Monday – Friday. Email received outside of these hours will be collected and maintained, however no action can be guaranteed until the next business day. For High priority requests (as described below) only, phone support is available at (844) 204-9093.
4.2.2. Classification of Requests: (a) High priority – severe degradation of functionality without a workaround (i.e., device is not functional without back-up equipment available); (b) Medium priority – degradation of functionality with a workaround (i.e., device or application is not functional, but there is a back-up unit that can be utilized); and (c) Low priority – minor bugs, errors or suggestions (i.e., misspelled label on a screen, product improvement recommendation, new feature idea).
4.2.3. Customer will classify all requests in good faith according to the classification standards in Section 4.2.2. above. AVR will acknowledge service related incidents and/or requests submitted by Customer within the following time frames: (a) Within 24 hours for High priority issues; (b) Within two business days for issues classified as Medium priority; and (c) Within five business days for issues classified as Low priority. AVR will promptly notify Customer if AVR does not agree with Customer’s classification of an incident or request. If at any time Customer is dissatisfied with AVR’s support, Customer should contact: (a) for implementation issues: firstname.lastname@example.org; and (b) for service issues: email@example.com.
4.3. Termination. Upon any termination of this Agreement, or expiration of a Term without a Renewal Term taking effect, the License will immediately terminate, Customer will immediately lose access to the use of the Licensed Products and shall be required to return to AVR all tangible embodiments of Licensed Products in good working order (reasonable wear and tear excepted).
5. Annual Fee.
5.1. Purchase Price of Equipment and Set-up. Customer agrees to pay AVR a purchase price of $700.00 (the “Unit Purchase Price”) for each Unit delivered by AVR to Customer; the Unit Purchase Price includes initial set-up and configuration of the Equipment & Software. Payment of the Unit Purchase Price for each Unit is due immediately upon delivery of the Equipment to Customer.
5.2. Annual Fee. For the Initial Term and each Renewal Term, Customer will pay AVR an annual fee (the “Annual Fee”); the Annual Fee includes the License of the Licensed Products and the provision of the Services during the Initial Term or Renewal Term, as applicable. For the Initial Term, the Annual Fee will be chosen by the Customer during selection of the service plan. The Annual Fee for the Initial Term and each Renewal Term will be invoiced by AVR to Customer at the beginning of the Initial Term and each Renewal Term and payment is due immediately upon receipt of invoice. AVR will notify Customer of the amount of the Annual Fee for any Renewal Term at least 60 days prior to the end of the Initial Term or Renewal Term, whichever will next expire.
5.3. Failure to Pay. If Customer fails to make any payment when due AVR shall be entitled to immediately terminate this Agreement or suspend its performance under this Agreement until such time as payment in full has been received.
5.4. Taxes. The Annual Fee does not include any taxes, levies, duties or other similar charges, all of which shall be paid and borne by Customer.
6. Requirements of Customer. Customer will provide access to Wi-Fi where the Equipment and Licensed Products are used for weekly transmission of application usage data (which does not include any personally identifiable information or personal health information) and uploading of updates and new content to the Equipment and Licensed Products. Customer represents, warrants and agrees that the Equipment and Licensed Products will be used under the supervision of a physician licensed in the state in which the Equipment and Licensed Products are used.
7. Confidential Information.
7.1. Each Party shall maintain the confidentiality of the other’s Confidential Information (as defined below) using at least the same efforts as it uses to maintain the confidentiality of its own Confidential Information. The term Confidential Information shall include but not be limited to any non-public information, whether in written, oral, graphic, electronic or any other form, provided by one Party to the other, which is marked or indicated at the time of disclosure or observation as being “Confidential” or “Proprietary,” or which would be deemed by a reasonable person to be confidential or proprietary in nature. This Agreement shall be treated as Confidential Information.
7.2. Confidential Information shall not include information that (a) is in or enters the public domain without breach of this Agreement, (b) the receiving party receives from a third party who is entitled to disclose such information to the receiving Party without restriction on disclosure and without breach of a nondisclosure obligation or (c) the receiving Party knew prior to receiving such information from the disclosing Party or (d) the receiving Party develops independently without reference to the disclosing Party Confidential Information. Either Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that, if possible, the disclosing Party shall give the other Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. In addition, neither Party shall be prevented from “need to know” basis disclosure to its own attorneys, auditors, tax preparers, and other professional advisors.
8. Indemnification. Each of AVR and Customer agrees to indemnify, defend, and hold harmless the other Party and its affiliates, subsidiaries, officers, directors, employees and agents from and against any and all damages, losses, expenses, and fines (including reasonable attorneys’ fees, costs, and expenses) (“Damages”) awarded against the indemnified Party by a court of competent jurisdiction or otherwise agreed in a settlement, in connection with a claim by a third party arising as a result of the indemnifying Party’s breach of this Agreement or the indemnifying Party’s gross negligence, willful misconduct or fraud.
9. Limitation of Liability. THE TOTAL LIABILITY OF EITHER PARTY FOR ANY DAMAGES BASED ON ANY CLAIMS, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY ARISING FROM OR RELATED THIS AGREEMENT, THE EQUIPMENT AND/OR ANY LICENSED PRODUCT IS LIMITED TO THE ANNUAL FEE ACTUALLY PAID BY CUSTOMER TO AVR UNDER THIS AGREEMENT FOR THE TERM DURING WHICH THE EVENTS GIVING RISE TO THE CLAIM OCCURED; PROVIDED THAT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Notices. All notices shall be given by personal delivery or by email (with a copy by first class U.S. Mail, postage prepaid) to the other Party addressed as follows:
1840 Century Park East, Unit 801
Los Angeles, CA 90067
Notice of changes to foregoing addresses will be given in the same manner.
11. Miscellaneous. This Agreement expresses the entire understanding of the Parties about the described subject matter and supersedes all prior and contemporaneous agreements, contracts, arrangements and understandings (whether oral, written, or implied). The Parties have had the opportunity to review this Agreement with their own attorneys prior to signing it. This Agreement, its interpretation, performance and enforcement, any and all disputes related in any way to it, and all other matters related in any way to it, shall be governed by the laws of the State of California, without giving effect to any conflict of laws principles. The venue for any disputes between the Parties that cannot be resolved informally will be in a court of competent jurisdiction in the County of Los Angeles, State of California. This Agreement may not be amended except by an instrument in writing signed by both Parties. This Agreement will be binding on the Parties’ successors and assigns; provided that, Customer will not assign or transfer any rights or obligations under this Agreement without advance written consent of the CEO or President of AVR.
12. Survival of Provisions. Notwithstanding the termination of this Agreement the provisions of this Agreement necessary to effect the Parties’ post-termination rights and obligations shall survive. For example, AVR’s ownership of the Licensed Products and data, end of License to Customer as of the Agreement termination date, return of the Licensed Products to AVR, and payment due AVR or deposit amounts due Customer.
Virtual reality for enhanced patient experience in healthcare around pain and anxiety management.
AppliedVR, Inc. 1840 Century Park East, Unit 801. Los Angeles, CA 90067.
Contact us at info@appliedVR.io.