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License Agreement

Last updated: May 10, 2022

End-User License Agreement ("Agreement") ContXtual, Inc. (“ContXtual,” “we,” “us,” and “our”) and you an individual or entity (“you,” “your”).

Please carefully read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" checkbox on signup, downloading or using our Services (as defined below).

By clicking the "I Agree" checkbox you are agreeing to be bound by the terms and conditions of this Agreement before using our website or Platform (as defined below), or any of our related online and offline offerings (collectively, the “Services”).

This Agreement is a legal agreement between you (either an individual or a single entity) and ContXtual, Inc. and it governs your use of our Services.

If you do not agree to the terms of this Agreement, do not check the "I Agree" checkmark on signup and do not download or use the Application.

The Services are licensed, not sold, to you by ContXtual for use subject to and strictly in accordance with the terms of this Agreement.

License

ContXtual grants you a revocable, non-exclusive, non-transferable, limited license to use to use our website (the “Site”) and/or our purpose built online platform for spatial computing in the metaverse using augmented and virtual reality (“AR/VR”) teleconferencing (the “Platform”), and our related online and offline offerings (collectively, the “Services”).

Restrictions

You agree not to, and you will not permit others to:

·       License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit all or any part of Services or make any of the Services available to any third party.

·       Copy or use all or any part of the Services for any purpose other than as permitted under the above section "License".

·       Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Services.

·       Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of ContXtual, Inc. or its affiliates, partners, suppliers or the licensors of the Services.

Intellectual Property

The Services, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of ContXtual, Inc.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to ContXtual with respect to the Services shall remain our sole and exclusive property.

We shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Third-Party Services

The Services may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

You acknowledge and agree that we shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. ContXtual does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination

This Agreement shall remain in effect until terminated by you or ContXtual. We may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from us, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Services and all copies thereof from your mobile device or from your computer.

Upon termination of this Agreement, you shall cease all use of Services and delete all copies of the Services from your mobile device or from your computer. Termination of this Agreement will not limit any of our rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Indemnification

You agree to indemnify and hold ContXtual and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Services; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Services are provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, ContXtual, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, ContXtual provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, ContXtual does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of ContXtual are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

The entire liability of ContXtual and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Services, even if your losses exceed the amount you paid. To the maximum extent permitted by applicable law, in no event shall ContXtual or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Agreement), even if we or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

Amendments to this Agreement

We reserve the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. We will determine what constitutes a material change at our sole discretion.

By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.

Governing Law

The laws of Delaware, United States of America, excluding its conflicts of law rules, shall govern this Agreement and your use of the Services. Your use of the Services may also be subject to other local, state, national, or international laws.

Contact Information

If you have any questions about this Agreement, please contact us at:
ContXtual, Inc.
1916 Pike Place, Ste. 34

Seattle, WA 98101-1056
United States

support@contxtual.solutions  
https://www.contxtual.solutions/  

Entire Agreement

The Agreement constitutes the entire agreement between you and ContXtual regarding your use of the Services and supersedes all prior and contemporaneous written or oral contracts, agreements, arrangements, and understandings between you and ContXtual.

You may be subject to additional terms and conditions that apply when you use or purchase other services from us, which we will provide you at the time of such use or purchase.

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Acceptable Use Policy

Your use of the brainCloud Services are subject to this Acceptable Use Policy. brainCloud reserves the right to terminate Your account and cease all service if You are found to be in violation of this policy. We may change these policies at any time. It is Your responsibility to keep up-to-date with and adhere to them. All capitalized terms used herein have the meanings stated in the Terms, unless stated otherwise.Last Updated: 18-May-2018

Section 1 – Prohibited Content

The Content displayed and/or processed through Your Application or other web site utilizing the brainCloud Services shall not contain any of the following types of content:Content that infringes a third party’s rights (e.g., copyright) according to applicable law;Excessively profane content;Hate-related or violent content;Content advocating racial or ethnic intolerance;Content intended to advocate or advance computer hacking or cracking;Other illegal activity, including without limitation illegal export of controlled substances or illegal software;Drug paraphernalia;Phishing;Malicious content; orOther material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights.

Section 2 – Prohibited Actions

You agree not to, and not to allow third parties (including End Users) to use the brainCloud Service:to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others);to engage in, promote or encourage illegal activityfor any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;to interfere with the use of the brainCloud Services, or the equipment used to provide the Service, by customers, authorized resellers, or other authorized users;to collect or store any personally identifiable information from other persons of the service without their express permission;to disable, interfere with or circumvent any aspect of the brainCloud Service; orto generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations commonly known as “spam”.