Thank you for choosing Virtual Reality Creators.
These Terms of Service (“Terms” or “Agreement”) are an agreement between you (if signing as an individual or the legal entity you represent) (“you,” or “Client,” which term shall mean the user of the Virtual Reality Creators Services (defined below)) and Virtual Reality Creators Corp. with a principal address of B-36, Block 2, Gulistan e Jauhar, Karachi, Pakistan (“Virtual Reality Creators”, “Company,” “us,” or “we,” as the context requires) that governs your rights and obligations regarding your purchase and use of the Services.
Please read the entire Agreement carefully because all of the terms are important and together create a legal agreement that, once accepted by you, applies to you. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN UP AND DO NOT USE THE SERVICES. BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND THE TERMS AND CONDITIONS SET FORTH IN OUR PRIVACY POLICY WHICH CAN BE FOUND AT Privacy Policy. We reserve the right to change these Terms from time to time and your continued use of the Services will signify your acceptance of any adjustment to these Terms (if you do not agree to the new terms, you should discontinue using the Services). By using the Services, you represent that you are 18 years of age or older and agree to be bound by this Agreement or you are the parent or legal guardian of a minor that has an account associated with yours and you are accepting this Agreement on their behalf. Unless otherwise stated in a separately executed agreement, Virtual Reality Creators will not provide ongoing or supplemental maintenance and support services for the Services.
We are very pleased that you (“Client” or “you” as the context requires) have engaged Virtual Reality Creators Corp. to perform the services as set forth in a statement of work (or quote, as the case may be), and any subsequent written statement of work, which may be electronically accepted (each a “SOW” (also may be referred to as a “Quote”) and the work thereunder, the “Services”). This letter agreement (the “Agreement”) is effective as of the last date of signature below (the “Effective Date”). There are no physical products sold or provided under this Agreement. Client understands and agrees that each Quote will be governed by this Agreement. Unless otherwise stated in a SOW, Company will not provide maintenance and support services for the Services.
Client shall purchase Services by delivering to Company a signed SOW (attached hereto as Exhibit A). The term of each SOW shall be stated in the SOW. Each SOW hereunder shall terminate immediately upon termination of the Agreement, unless otherwise agreed by Company. If, after completion of the Services, we continue to perform services at your written request, the terms of this Agreement shall be deemed renewed for so long as such additional services are being provided.
Subject to the terms and conditions of this Agreement, we have agreed upon the fee arrangement as more specifically set forth on the applicable Quote. Each Quote will set forth the Services, price, and any other information reasonably necessary for such engagement. Unless otherwise agreed by the parties in writing, if services are required outside the scope of those set forth in a Quote, our time will be billed at our then current hourly rates or Company-decided fixed price. All stated prices are exclusive of any taxes, fees and duties or other amounts, including, without limitation, value added and withholding taxes levied or based upon such charges, or upon this Agreement (other than taxes based on the net income of Company). Client shall pay any taxes related to Services purchased under this Agreement or Client shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. All fees made to Company by Client pursuant to the SOW is considered fully earned by Company at time of payment and is nonrefundable for any reason whatsoever.
Unless otherwise set forth on a Quote, Client agrees to pre-pay Company the price stated on any Quote, prior to the commencement of the applicable Services. Except as set forth herein or on the applicable invoice, each invoice is payable upon receipt. Past due payments shall bear interest at a rate of one percent (1.0%) per month and you shall be liable for all reasonable costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by us in collecting any past due payments. If any amount is not paid when requested or if any invoice is not paid within fifteen (15) days after the date of the invoice, then we reserve the right to discontinue providing Services until all amounts past due are paid in full, and/or terminate immediately this Agreement and any Quote. A Quote may require you to deliver an initial retainer, which will be applied to the fees for Services. Upon exhaustion of the initial retainer, and each subsequent retainer, we may ask for an additional retainer in an amount approximately equal to any anticipated additional charges and expenses to be incurred.
Upon payment in full to Company of all Quote Fees and fullfillment of requirements contained in this Agreement, all assignable right, title, and interest to the Services (for clarity, not including Company’s Pre-Existing Works and Third-Party Materials) will become the property of the Client, and all of Company’s title and be deemed a “work made for hire” for copyright purposes. Provided, however, Company is herewith granted an irrevocable, non-exclusive license to utilize any creative elements, the contents of which Company shall determine in its sole discretion, contained in the Services for commercial use in its business development efforts and marketing materials. Nothing contained in this Agreement shall be deemed to transfer, convey or assign to Client any of Company’s rights in any Intellectual Property Rights (defined below), software, or other information (collectively, the “Pre-Existing Works”) which was previously owned by Company prior to the provision of Services furnished hereunder and/or created independently and without reference to any materials or information of Client; provided, however, that if and to the extent any Pre-Existing Works are or have been provided to Client as part of the creative elements contemplated by this Agreement, in connection with the foregoing grant of the rights to the creative elements, upon payment of all applicable Quote Fees in full, Company grants to Client a revocable, royalty-free license in and to Company’s Pre-Existing Works, to use and display same in conjunction with said creative elements. For the purposes of this Agreement, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
A Quote may be for Services provided on a milestone-completion basis. Company shall notify Client by email, text message, telephone call, and/or other electronic means of Company’s completion of a milestone or Service. Client has two (2) calendar days from Company notifying the completion of the milestone or Service (“Acceptance Period”) via email, text message, telephone call, and/or other electronic means to either accept or decline the completed milestone or Service. Client’s failure to notify Company during the Acceptance Period via email, text message, telephone call, and/or other electronic means signifies Client’s acceptance of the completed milestone or Services. If Client declines the completed milestone or Service within the Acceptance Period, Client must provide details as to what and how the Services do not conform to the Quote. Company shall address any such non-conformance in a timely manner. Company shall compile an action plan to correct any non-conformance and the process for acceptance detailed herein shall be repeated until such time as all non-conformances have been resolved. Acceptance may not be declined due to defects in Services or creative elements that do not represent a material non-conformance with the requirements of the Quote. For clarity, if Client fails to notify Company via email of any non-conformity with the Services during the Acceptance Period, the parties agrees that Client accepts the Service and hereby waives its right to claim Client did not receive the requested Services or such Services are non-conforming or not received. The foregoing sentence shall be applicable to circumstances, including, but not limited to, any chargeback, requests for reversal of funds, or disputes that Client makes to a credit card company, banks, or other financial institutions for a full or partial repayment of any fees paid to Company covered under this Agreement or Quote.
It may become necessary to amend a Quote for reasons including, but not limited to, the following: (i) changes to the statement of work and/or specifications for the Services, (ii) changes to the milestone invoice or payment schedule, (iii) changes to the project schedule due to unavailability of resources which are beyond either party’s control, and/or, (iv) technical conditions not previously identified. In the event either party desires to change a Quote, the following procedures shall apply:
Whenever there is a conflict between the terms and conditions set forth in a fully executed Change Request and those set forth in the original Quote, or previous fully executed Change Request, the terms and conditions of the most recent fully executed Change Request shall prevail.
Either party has the right to terminate this Agreement or any Quote for any reason, including the ending of Services that are already underway, upon written notice to the other. In the event of Company’s termination of the Agreement or any SOW, Client shall pay Company for all Services performed under the affected SOWs up to the effective date of termination at the agreed upon prices, fees and expense reimbursement rates. In the event of Client’s termination of the Agreement or any SOW by Client, Company will retain all previously paid fees by Client corresponding to the affected SOW, and Client shall pay any remaining fee associated with the Services performed under the affected SOWs up to the effective date of termination at the agreed upon prices, fees and expense reimbursement rates within two (2) calendar days of the effective date of termination.
Your project will be marked as archived/ inactive if you have not responded/ replied to company’s emails/ calls/ text messages about the Services for more than 30 days without any prior notice. Thirty percent (30%) of the total decided project fee will be charged by the company to reactivate your project and resume working on it. A new project’s timeline/ deadline will be shared by the company after projects reactivation.
Unless the Company has agreed in writing with Client to the contrary, you agree that we may use your name, logo and a general description of the Services performed in our business development efforts and materials. Additionally, from time to time, Company may request a testimonial from you. The foregoing provision shall survive the termination or expiration of this Agreement.
The parties acknowledge that Company’s employees, contractors, sub-contractors and staff members are valuable assets of Company (collectively, “Company Personnel”). Accordingly, unless otherwise agreed to in writing, during the Term and one (1) year thereafter, Client agrees not to solicit, hire, offer to hire, subcontract, or otherwise do business with any Company Personnel (including direct or indirect employment, such as through a temporary staffing firm or on a freelance basis) or otherwise induce any Company Personnel to terminate, and/or otherwise alter the terms of, his or her relationship with Company. As a material inducement to our making introductions or other efforts by us, you agree that you shall not, directly or indirectly, participate, solicit, initiate, or encourage dealings with any Company Personnel to whom you were introduced by us with regard to any Services without the prior written consent and participation of us, and shall not in any way, directly or indirectly, circumvent your obligations to us, or our rights under this Agreement. Further, you agree that should a Company Personnel contact you during the Term or one (1) year thereafter, you shall immediately notify us of such contact and instruct the Company Personnel to contact us directly. Therefore, you agree that Company shall be entitled to injunctive and other equitable relief without bond or other security in the event of such breach in addition to any other rights or remedies, which the Company may possess or be entitled to pursue.
The parties to this Agreement recognize and agree that each is operating as an independent contractor and not as an agent of the other. This Agreement shall not constitute a partnership, joint venture, agency relationship, fiduciary relationship or other joint enterprise among the parties and neither party can be bound by the other to any contract, arrangement, or understanding except as specifically stated herein. Each party shall be responsible for the acts, negligence and omissions of its employees, agents, servants and subcontractors. Company shall have sole responsibility of payment due in relation to all withholding, payroll and employment taxes, workers compensation, insurance premiums, and all other taxes and charges incidental to rendition of such services hereunder.