Terms of Service for Varjo Reality Cloud
Last Updated: March 16, 2022
1. Introduction to Service
These terms of service (“Terms”) apply to Varjo Reality Cloud service (“Service”) offered by Varjo Technologies Oy and its affiliates (“Varjo”). The Service may contain one or more services, features or functionality as determined by Varjo in its sole discretion and made available to you.
Your use of Service is governed by these Terms. Please read these Terms carefully before taking the Service in to use, which provides you with access to Service and content that you may use with your Varjo device or with other compatible devices. If you disagree with any part of these Terms, you may not access and must discontinue using the Service.
By accessing or otherwise using the Service, you are entering into a binding contract with Varjo (“Varjo”, “us”, “we”, or “our”).
Any purchase of Varjo’s hardware products that may be purchased for use of the Service is subject to separate terms and conditions of sale made available to you at the time of the purchase.
If you agree to these Terms on behalf of your employer or other legal entity You represent and warrant that you have the authority to bind the Customer to these Terms. If you do not have the requisite authority, you may not accept the Terms or use the Service. Terms you and Customer are used interchangeably in these Terms. You and the employer or legal entity hereinafter collectively referred as “You”, “Your”, or “Customer”.
2. Account Registration
Use of the Service requires account registration unless You have already an existing account with Varjo. When you register, you will create a user account with a username and a password, which shall meet any requirements set forth by Varjo during the account creation process, including strength of the password.
You must provide us with correct information as required during the registration process and keep the information up to date. You must protect your username and password against misuse and keep them personal. You must promptly notify us about any unauthorized use. You agree that you are personally responsible for the security and integrity of your password, any use of or access to your user account, and for all communication and activity in connection with the Service.
You shall not create a user account (i) by using a false identity or false information, (ii) on behalf of someone other than yourself or the entity you represent or (iii) that is not authorized by the entity you represent.
The Service enables You to upload, use, run and render software, services, demos or other content or material provided by you (“Content”). Any rights including intellectual property rights in and to such Content is retained by you and Your licensors. You hereby grant to Varjo and its affiliates a perpetual, royalty-free, worldwide, personal license and permission to use, run, access, copy and/or reproduce the Content as may be required to provide you with the Service for the purposes of these Terms.
In connection with your use of the Service, You are responsible for maintaining licenses and adhering to the license terms of any Content You run. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of these Terms (“Prohibited Content”), we will notify You of the Prohibited Content and may request that such content be removed from the Service or access to it be disabled. If You do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Service to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Service or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that we remove the Content without prior notice, we will provide prompt notice to You unless prohibited by law.
Varjo reserves the right to cease use or block of any Content at any time. If You believe any Content, used in connection with the Service infringes any person’s or entity’s intellectual property rights, please contact email@example.com.
4. Licenses by Varjo, Use and Restrictions.
Subject to Your compliance with these Terms and payment Service for the term of Your Subscription Period to access and use the Service and run and render the Content with the Service. This license does not grant You the right to use the Service for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Service or provide access to Service to any third party. This license will automatically terminate when Your Subscription Period terminates or expires for whatever reason.
You will be fully responsible and liable to Varjo for any third parties that are given access to the Service by You.
You may not use any technological or other means (such as bugs or glitches in the Service, or third party tools or software) to use the Service in a way that interferes with or disrupts the Service. You may not use the Service for fraudulent or abusive purposes or attempt to decompile, reverse engineer, disassemble, modify or hack any Content or any part of the Service or its application programming interfaces, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by the Service or circumvent technological measures designed to control access to, or elements of, the Service.
Service require payment before You can access them (“Subscription Fee(s)”). To access said functionalities You must have an active subscription (“Subscription”).
A Subscription is purchased for a subscription period offered by Varjo through a quotation or otherwise and chosen by You at the time of purchase (“Subscription Period”). Your Subscription Period begins at the date of purchase, except where there is a specified start date for the Subscription communicated to You by Varjo. Unless otherwise agreed, Your Subscription will automatically renew at the end of the Subscription Period or other agreed renewal date unless You cancel your Subscription. You may cancel the Subscription any time prior expiration an active Subscription Period by providing Varjo written notice of Your cancellation at least seven (7) days prior to the end of the Subscription Period. The cancellation will take effect the day after the last day of the then current Subscription Period.
Unless otherwise agreed, we or our resellers (as applicable) will automatically charge you the then-current rate for your Subscription, plus applicable taxes (such as VAT or GST if the rate does not include it), upon renewal until you cancel. Varjo reserves the right to modify, terminate or otherwise amend the Service plans and prices at any time and will communicate any price changes to you in advance and, if applicable, the means how to accept those changes. Price changes will take effect at the start of the next Subscription Period following the date of the price change. To the extent permitted by applicable law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by cancelling the Subscription prior to the price change coming into effect.
You authorize us to store your payment method(s) and to automatically charge your payment method(s) every renewal date until you cancel. If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your access to the Service. You can edit your payment information anytime in your account page.
For European Economic Area customers, your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number, biometric recognition, or other authorized means. When you authenticate, you also authorize us to charge your payment method for your additional purchases without providing us further payment information or other instructions (i.e., we will initiate future payments independently). Such additional purchases may occur when we automatically charge your payment method in connection with a recurring Subscription Period or when you add or change Service within the Service.
Varjo does not provide refunds or credits for any partial Subscription Period(s). Varjo retains the right to appoint payment service providers to receive payment of fees on behalf of Varjo.
7. Term and Termination
Service are available until expiration of Your Subscription and Your right to use the Service will automatically terminate upon expiration of the Subscription.
Varjo may terminate or suspend access to the Service immediately, without prior notice or liability, if You breach these Terms or fail to make any payments hereunder. In case of termination, You must immediately delete, destroy, or return at Your own cost, remove any Content used in connection with the Service, and all related material.
Any provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property rights provisions, warranty disclaimers, indemnity, confidentiality, limitations of liability, and governing law and dispute resolution.
8. Intellectual Property Rights
All rights, title and interest in and to the Service and the trademarks, service marks and logos contained therein are owned by or licensed to Varjo. The structure, organization, and code of any Service are valuable trade secrets and confidential information of Varjo and/or its licensors. Varjo and its licensors reserve all rights not expressly granted to You under these Terms.
9. Feedback; Contact from Varjo.
As part of the Service, Varjo may provide You with the opportunity to submit bug reports, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to Varjo. By agreeing to these Terms, You agree that Varjo may contact You from time to time about the Service, and You hereby consent to receive such communications. You also agree that Varjo will be free to use any Feedback You may provide for any purpose.
10. Updates and Operation of the Service
Varjo may, at our discretion, provide updates, upgrades, bug fixes, modifications, enhancements and new releases and versions to the Service and Content (“Updates”). If we make an Update available, these Terms will govern the Updates, unless the Update is accompanied by a separate license in which case the terms of such license will govern.
Varjo reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with advance notice where possible, all without liability to you, except when prohibited by law. Varjo may also create new operating guidelines, limitations or terms applicable to the Service at any time.
Varjo will make reasonable efforts to keep the Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. You understand, agree, and accept that Varjo will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service, or to provide any specific Content through the Service. Varjo and/or the owners of any Content may, from time to time, remove any such Content without notice. This section will be enforced to the extent permissible by applicable law.
For customer care visit: Support Requests – Varjo.com
11. Third Party Services and Content
The Service may contain links to third-party content, software or services that are not owned or controlled by Varjo and enable You to access and use certain third-party services or software. You acknowledge and agree that You are solely and exclusively responsible for obtaining any and all authorizations, subscriptions and licenses required for subscriptions and rights required for the use of the third party services, software or Content in Service.
Use of any such software, Content or services shall be subject to the relevant third-party’s terms and conditions applicable to such use. You further acknowledge and agree that Varjo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such software, Content or services.
You may have access to confidential, proprietary or trade secret information owned or provided by Varjo including but limited to technology, object code, source code, specifications, and other data (“Confidential Information”). You will hold in confidence all Confidential Information disclosed by Varjo to You. You may only use the Confidential Information according to these Terms and solely for the purpose mentioned in these Terms.
You will have no obligation with respect to Confidential Information which: (i) is generally available or otherwise made public, by any means other than a breach of obligations by You; (ii) You have received from a third party without any obligation of confidentiality; or (iii) was in Your possession prior to receipt of the same; or (iv) You have independently developed without using materials or information of Varjo.
You may disclose Confidential Information if it is required to do so by applicable law but only if (i) You give Varjo notice to allow us a reasonable opportunity to either seek a protective order or other appropriate remedy or waive Your compliance with the confidentiality obligations, (ii) You disclose only that portion of the Confidential Information that it is legally required to disclose, and (iii) You use reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.
The obligations of confidentiality and restricted use as set forth in this section shall survive the expiration or termination.
13. Warranty and Disclaimers
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND REPRESENTATIONS, SO SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET OUT IN THE PARAGRAPHS BELOW MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN IN RELATION TO SERVICE THAT IS FAULTY OR NOT AS DESCRIBED.
The Service will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described in the documentation.
If the Service does not function substantially in accordance with the Documentation during the Subscription Period, we will repair the Service, or, as secondary remedies, offer a partial or total refund. If You have a problem with Your Service, please visit us at www.varjo.com/support to get assistance and contact information and to submit a claim form to obtain warranty service.
Varjo disclaims any and all other warranties, whether express or implied, including (without limitation) any implied warranties of non-infringement, merchantability or fitness for a particular purpose (to the maximum extent permitted by applicable laws). There is no warranty by Varjo that the functions of the Service will meet Your requirements or that the operation of the Service will be uninterrupted or error-free. You assume all responsibility and risk for the selection of the Service to achieve Your intended results and for the installation, use, and results obtained from it. In order for this limited warranty to apply, the Service shall be used strictly in accordance with this Agreement, the Documentation and further instructions provided by Varjo.
Varjo has used commercially reasonable efforts to check for the most commonly known viruses prior to providing the Service to You. Notwithstanding anything to the contrary, Varjo does not warrant that the Service is free from viruses or other third-party malware and You are solely responsible for scanning the Service for such elements.
The provider of this limited warranty is Varjo Technologies Oy (Business ID: 2773901-6), a limited company established under the laws of Finland, with the address Vuorikatu 20, 00100 Helsinki, Finland.
14. High Risk Use
The Service is not designed, engineered, intended nor certified for control of any equipment or system in hazardous environments requiring fail-safe performance including nuclear facilities, aviation, industrial, commercial, military or medical equipment or systems in such a way where such use or a malfunction of the Service or other content could with a meaningful probability lead to death or serious bodily injury of any person or animal, or to severe physical or environmental damage (“High Risk Use”).
VARJO STRONGLY ADVISES AGAINST USING THE SERVICE FOR ANY HIGH RISK USE.
In case You still decide to use the Service or Content for High Risk Use, You do so at Your own risk and liability and agree to take all reasonable precautions to minimize any risk and damage resulting of such High Risk Use and/or failure of the Content in such High Risk Use. Varjo expressly disclaims any express or implied warranty of fitness for High Risk Use.
15. Privacy and Security
If You process the personal data of end users or other identifiable individuals in your use of a Service, You are responsible for providing legally adequate privacy notices and obtaining necessary consents for the processing of such data. You represent to us that you have provided all necessary privacy notices and obtained all necessary consents. You are responsible for processing such data in accordance with applicable law.
Varjo will maintain an information security measure designed to (a) against accidental or unlawful loss, access to the Service (b) identify reasonably foreseeable and internal risks to security and unauthorized access to the Service, and (c) minimize security risks (“Security Measures”). Service will be electronically accessible to Varjo employees, contractors and any other person as necessary to provide the Service. Varjo will maintain access controls and policies to manage access to the Service from each network connection and user, including the use of firewalls or equivalent technology and authentication controls. Varjo will maintain corrective action and incident response plans to respond to potential security threats. Varjo will disclaim all liability for incidents caused by Your breach of these Terms.
In the case You run the Service on Your own or controlled physical premises and servers, You shall be solely responsible for securing the Security Measures.
16. Compliance with Laws
Both Customer and Varjo agree to (i) operate in compliance with all applicable laws and regulations, (ii) conduct its business in a professional manner and (iii) not engage in deceptive, misleading, fraudulent or unethical business practices.
Varjo will defend or settle, at its expense, any claim, suit, or proceeding brought by a third party against You, and arising out of a claim that the use of Service infringes a third party’s intellectual property rights (“Infringement Claim”) and shall pay any settlement amounts or resulting damages, costs or expenses (including reasonable attorney’s fees) finally awarded against you as a result of such Infringement Claim. If an Infringement Claim is made, or if the distribution of a Product is enjoined due to an Infringement Claim, Varjo may, at its expense and option, (a) modify the Service without substantially changing its functionality so that it is non-infringing, (b) procure for you the right to continue to use the Service, or (c) replace the Service with a comparable, non-infringing product. The foregoing indemnity is subject to You informing Varjo about Infringement Claim as soon as you gain knowledge of the alleged infringement and you providing Varjo with the sole control of the defense against the Infringement Claim.
Notwithstanding anything to the contrary herein, Varjo shall have no obligation under this section to the extent that an Infringement Claim arises from (a) Content; (b) the use of the Service for a purpose for which it was not designed or intended, or contrary to Varjo’s written instructions; or (c) by the continued use of any allegedly infringing Service, after You gain knowledge of the alleged infringement.
You agree to defend, indemnify Varjo and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors from and against any and all third party claims and all liabilities, assessments, losses, costs or damages, including reasonable attorneys’ fees, resulting from or arising out of (a) any Content, data or information You submit, post, transmit or otherwise make available through or use in the Service and (b) any violation by You of these Terms. This obligation shall survive the termination or expiration of these Terms and/or Your use of the Service. Varjo reserves the right to assume its own defense and/or control of any matter otherwise subject to indemnification by You hereunder.
18. Limitation of Liability
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECTS OR DISSATISFACTION WITH THE SERVICE IS TO UNINSTALL ANY CONTENT AND TO STOP USING THE SERVICE. YOU AGREE THAT VARJO HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO VARJO, FOR ANY DEFECTS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VARJO OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER CAUSED ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF VARJO OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VARJO’S LIABILITY IS LIMITED TO TEN THOUSAND (10 000) EUROS.
19. Force Majeure
Varjo shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Varjo, including without limitation any failure to perform hereunder due to unforeseen circumstances such as war, terrorism, pandemic, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
20. Changes to these Terms
Varjo may revise and/or update these Terms from time to time. Such changes will be effective with or, as applicable, without prior notice to You. If You do not accept a change to these Terms, You may terminate the Service by contacting Varjo at firstname.lastname@example.org. Your continued use of the Service after a change constitutes Your complete and irrevocable acceptance of any and all such changes.
21. Entire Agreement
Except as explicitly agreed upon in writing between You and Varjo, these Terms and all documents referenced within these Terms constitute the entire agreement between You and Varjo with respect to the subject matter hereof and supersedes all prior negotiations and agreements (written and oral) relating to the covered subject matters.
Please note, however, that certain aspects of Your use of the Service may be governed by additional terms, which we will present to You separately for Your agreement. To the extent that there is any conflict between any additional terms and these Terms, the additional terms shall prevail.
You are responsible for any costs and fees You may incur in using the Service including costs necessary for establishing necessary connections to use the Service.
You may not assign or transfer these Terms or any of Your rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms or any of our rights or obligations hereunder at any time. Any prohibited assignment is void.
If any part of these Terms is held unenforceable, the rest remains in full force and effect.
Failure to enforce any provision of these Terms will not constitute a waiver.
You and Varjo remain independent contractors. These Terms do not create an agency, partnership, or joint venture.
23. Governing Law and Dispute Resolution
These Terms are governed by the laws of Finland, excluding CISG and choice of law provisions.
Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal will consist of one (1) arbitrator. The seat of arbitration is Helsinki, Finland. The language of the proceedings is English.
AGREED AND ACKNOWLEDGED
Company Name (if applicable):