Terms of Service for Varjo XR-3 and VR-3
Last Updated: March 16, 2022
Please read these Terms of Service (“Terms”) carefully before taking the Service in to use, which provides you with access to latest Varjo software and/or content under the Subscription (as denied below) that you may use with your Varjo XR-3 and VR-3 devices (“Service”). Varjo Teleport and other Varjo services may be subject to the service specific terms, where such exists, and will supersede and replace these. 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 or accessing any software, demos or other content or material that is made available through the Service (“Content”), you are entering into a binding contract with Varjo Technologies Oy (“Varjo”, “us”, “we”, or “our”).
Any purchase of Varjo’s hardware products are subject to separate terms and conditions of sale made available to you at the time of the purchase.
Where the Service includes software, the software is licensed by us or by the relevant licensor/owner subject to the Varjo End-User License Agreement or any other license terms included or provided with the software (“License Terms”).
You represent and warrant that you contract with us under these Terms exclusively in the course of a business and not as a consumer. You further represent and warrant that any information provided by you is current and accurate. You must agree to these Terms on behalf of your employer or other legal entity (“Customer”). 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 hereinafter used interchangeably in these Terms. You and the employer or legal entity are also collectively referred as “You”, “Your”, or “Customer”.
Use of the Service requires Varjo Account registration at unless you have existing Varjo account. 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.
Use of the Service
You and Customer shall not sell, rent or give away your right to use the Service, or 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.
You and Customer 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 and Customer 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.
The Service may enable You to upload, use, run and render software, demos or other content or material provided by you (“Customer Content”).
Any rights including intellectual property rights in and to such Customer 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, copy and reproduce the Customer Content in connection with the Service for the purposes of these Terms.
In connection with your use of the Services, You are responsible for maintaining licenses and adhering to the license terms of any Customer Content You run. If we reasonably believe any of the Customer 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 Teleport Services 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 Services 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 Services or in accordance with applicable law or any judicial, regulatory or other governmental order or request. In the event that we remove the Customer Content without prior notice, we will provide prompt notice to You unless prohibited by law.
While some parts of the Service may be accessed free-of-charge, some parts of the Service require payment before you can access them (“Subscription Fee(s)”). To access said functionalities the Customer is required to have an active subscription to the relevant functionalities (“Subscription”).
Subject to due payment of the relevant Subscription Fees and compliance with these Terms, Varjo grants to Customer a non-exclusive, non- transferable and limited right to (i) enter and use the Service and allocate its users the access rights to the Service (“Users”) solely for the purpose it is intended for during the Subscription Period, and (ii) use the Service and access, 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. This license will automatically terminate when Your Subscription Period terminates or expires for whatever reason.
Customer may not use any part of the Service for any purpose other than the permitted use of the Service. The Customer will be fully responsible and liable to Varjo for any third parties that are given access to the Service.
The Subscription entitles the Customer to use the Service for the number of Users and functionalities specified for each subscription type. If the Customer needs additional users or, then the Customer may purchase additional Subscription or users at the then current rates offered by Varjo, after which the Subscription will be upgraded.
A Subscription is purchased for a subscription period chosen at the time of purchase (“Subscription Period”). The minimum Subscription Period is one (1) year unless otherwise agreed between you and Varjo (“Minimum 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. You will be charged, in one lump sum, the rate stated at the time of purchase, plus applicable taxes. Unless otherwise agreed, your Subscription will automatically renew on your annual or other agreed renewal date until you cancel. You may cancel the Subscription after the Minimum Subscription Period by providing Varjo written notice of your cancellation at least one (1) month 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 plan, 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 Service 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 services 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 us.
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, any Content made available to you in connection with the Service, all backup copies, and all related material. In case of termination or suspension of Service, Varjo will not refund any amounts that you have already paid.
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.
Intellectual Property Rights
All rights, title and interest in and to the Service, the Content (other than Customer Content), and the trademarks, service marks and logos contained therein are owned by or licensed to Varjo. The structure, organization, and code of any Content are valuable trade secrets and confidential information of Varjo and/or its licensors. The Content is further protected by copyright laws and international copyright and other intellectual property treaties. Varjo continues to own the copy of the Content and any other copy that you are authorized to make pursuant to these Terms. Varjo and its licensors reserve any and all rights not expressly granted to you under these Terms.
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”) but we have no obligation to do so, unless separately agreed in writing between you and us. 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 where 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.
Links to Other Websites
The Service may contain links to third-party websites or services that are not owned or controlled by Varjo and enable you to access and use certain third-party services.
Varjo has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Use of any such content, goods or services operated by third parties 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 content, goods or services available on or through any such websites or services.
You may have access to confidential, proprietary or trade secret information owned or provided by Varjo including but limited to Content, 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 any 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 received from 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 of your Subscription period for a period of three (3) years.
Disclaimers and No Warranties
THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, VARJO AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VARJO AND ITS LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICEOR CONTENT WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE AND CONTENT WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; OR (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE OR CONTENT WILL BE ACCURATE OR RELIABLE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE CONTENT TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.
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 or the content is free from viruses or other third party malware and you are solely responsible for scanning the Content for such elements.
High Risk Use
The Service including any Content available through 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 software 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 SOFTWARE OR THE CONTENT FOR ANY HIGH RISK USE.
In case you still decide to use the 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.
You agree to defend, indemnify and hold harmless 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 data or information you submit, post, transmit, or otherwise make available to Varjo through the Service; (b) your use of the Service; (c) any violation by you of these Terms; or (d) your actual or alleged violation of any third party rights. 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.
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 DIRECT, 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 THE AMOUNTS WHICH YOU PAID TO VARJO FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Nothing contained in these Terms limits Varjo’s liability to you in the event of death or personal injury resulting from Varjo’s negligence.
U.S. Government End Users
If you are acquiring the Content on behalf of any unit or agency of the United States Government (“U.S. Government End Users”), the following applies: The Content, including any updates and upgrades, are “Commercial Items” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Content and related documentation are being licensed to the U.S. Government for use by its employee U.S. Government End Users only as commercial items and with only those rights that are granted to all other end users pursuant to these Terms, except the following provisions of these Terms may be deemed inapplicable, in whole or in part, as inconsistent with Federal procurement law:
- License Term. The entire “Termination” provision of these Terms is deleted and replaced with the following: “Termination by a U.S. Government End User shall be governed by the applicable termination clause contained in the applicable government contract. If Varjo believes that a U.S. Government End User is in breach of the Agreement, Varjo may pursue its rights under the Contracts Disputes Act or other applicable Federal statute while continuing performance.”
- Changes to these Terms. The entire “Changes to these Terms” provision of these Terms is deleted and replaced with the following: “(A) Varjo may unilaterally revise terms if they are not material. A material change is defined as (1) terms that change the U.S. Government’s rights or obligations; (2) terms that increase U.S. Government prices; (3) terms that decrease overall level of service; or (4) terms that limit any other U.S. Government right addressed elsewhere in these Terms.”
- Miscellaneous: The following sentences are inapplicable: “You may not assign or transfer these Terms or any of your rights and 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”
- Governing Law and Dispute Resolution. This entire “Governing Law and Dispute Resolution” provision is deleted and replaced with the following: “This Agreement shall be governed by and construed in accordance with applicable U.S. Federal law. Any disputes with the U.S. Government shall be brought in accordance with the Contract Disputes Act or other applicable U.S. Federal statute.
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.
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. The most current version of these Terms is available at https://varjo.com/legal. You are responsible for checking the changes periodically. 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.
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.
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.
These Terms do not affect any of your statutory rights that under applicable law cannot be limited or excluded.
If you have any questions about these Terms, please contact us at: email@example.com.
Varjo Technologies Oy