The View Pro Inc. Legal Terms and Conditions
1.Works
The View Pro Inc. shall perform works on production of 3D renderings & virtual tours (hereinafter – “Work Product”) (jointly hereinafter – “Works”) and provide the Work Product to Client by means of involving of its employees, contractors, partners, affiliates and subsidiaries and at the rates and terms set forth as specified hereinafter.
2.Client
Client means any Company, Entity or Natural Person who acquires any Works from The View Pro Inc.
3.Statement of work
The View Pro Inc. shall perform Works as set forth in the Statement of Work issued against and subject to the terms and conditions of this Agreement.
The Statement of Work shall specify: (i) Work Products’ description, (ii) Works’ schedule, and (iii) price and payment conditions.
4.Taxes
The price for Works does not include and Client is responsible for all taxes (except taxes on The View Pro Inc. income), and any similar charges imposed upon or related to the Work Product and/or its use.
5.Warranty
It is hereby expressly declared and warranted by The View Pro Inc. that (i) it has the full power and authority to enter into this Agreement and to grant any rights granted herein, and (ii) its Works will be performed in a professional and workmanlike manner. Subject to the terms and conditions of this Agreement, the The View Pro Inc. shall have the exclusive responsibility regarding the performance of the Works.
The View Pro Inc. DOES NOT warrant the performance of third parties’ technologies used to display visual content on the Internet as these services are impacted by a variety of factors beyond the control of the The View Pro Inc., such as PC processor speed, the Internet connection, the Internet service provider, software upgrades, etc. Client hereby expressly represents and warrants that it has the full power and authority to enter into this Agreement.
6.Term
The term of this Agreement shall commence as of the signed date of this Agreement below, and shall continue thereafter in full force and effect unless written termination notification is provided by any party at least thirty (30) business days prior to the end of the term of the Agreement.
7.Termination for Default
Either party is eligible to terminate this Agreement for cause effective immediately upon written notice to the other party if: (i) the other party materially breaches any provisions hereof and fails to cure such breach within thirty (30) calendar days after first receiving written notice thereof from the non-breaching party; (ii) terminates, suspends or ceases to conduct business in the ordinary course, becomes insolvent or subject to any bankruptcy or similar proceeding under any federal or state statute, or becomes subject to direct control by a receiver, trustee or similar authority; or (iii) if Client is an individual: death or disability of a Client.
8.Effect of Termination
Termination of this Agreement will not affect any obligations that have accrued as of such termination. The obligations of the parties under Sections 5, 9, 10, 11, 16, 17, 19, 22 of this Agreement will survive termination of this Agreement. Any amounts owed to The View Pro Inc. will become immediately due and payable upon termination.
9.Confidential Information
Any and all information disclosed by one party to the other party via whatever medium, whether furnished before or after signing of this Agreement, in which the relevant party has a reasonable interest not to be disclosed by the other party, irrespective of whether in tangible or intangible form, in particular but not limited to software, designs, drawings, diagrams, engineering, analyses, data, studies, business opportunities, ideas, know-how, intellectual property rights, commercial and technical information, regardless of whether marked or otherwise identified as proprietary or confidential at the time of disclosure and regardless of whether provided in written or oral form or via electronic data transfer, and any other information that should reasonably be recognised as confidential information of the party shall constitute “Confidential Information”. Confidential Information shall:
- be only disclosed to those employees of the receiving party who have a need to know for the purposes of carrying out the objectives of this Agreement.
- not be used for any other purpose than for carrying out the objectives of this Agreement;
- with the exception of disclosure to the receiving party’s employees mentioned in subparagraph i) above, be neither copied nor otherwise reproduced nor duplicated in whole or in part without the prior written consent of disclosing party;
- not be disclosed in any manner whatsoever to a third party.
10.Indemnification by The View Pro Inc.
The View Pro Inc. agrees to indemnify, defend and hold Client harmless from any claims or damages (including, but not limited to, attorney fees) made against Client (i) resulting from The View Pro Inc. negligence, or willful misconduct, (ii) alleging that any Work Product infringes any patent, trademark, copyright, trade secret or any other Intellectual Property Right, or (iii) arising out of or related to any breach of this Agreement by The View Pro Inc; provided that The View Pro Inc. shall be notified within 20 business days in writing by Client of any notice of such claim, and The View Pro Inc. shall have the sole control of the defense of any action on such claim and all negotiations for the settlement and compromise thereof. If any Work Product is in The View Pro Inc. opinion likely to cause a claim of infringement, The View Pro Inc. may at its option and expense procure for Client the right to continue using the Work Product or modify the Work Product to make it non-infringing.
11.Indemnification by CLIENT
Client agrees to indemnify, defend and hold The View Pro Inc. harmless from any claims or damages (including, but not limited to, attorney fees) made against The View Pro Inc. (i) resulting from Client negligence, or willful misconduct, or (ii) arising out of or related to any breach of this Agreement by Client; provided that Client shall be notified within 20 business days in writing by The View Pro Inc. of any notice of such claim and Client shall have the sole control of the defense of any action on such claim and all negotiations for the settlement and compromise thereof.
12.Integration Costs
Each Party shall bear its own expenses in performance of its obligations under this Agreement.
13.Assignment
Either party is eligible to freely assign or transfer its rights and obligations under this Agreement (i) in whole or in part to any subsidiary or affiliate of such party as long as such party remains primarily obligated under this Agreement, and (ii) as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. This Agreement is binding upon and inures to the benefit of the parties hereto and, to the extent expressly provided and permitted herein, to their respective successors and assigns.
14.Notices
Whenever in terms of this Agreement any notices, authorizations, and requests are required or desired to be given or made, they must be in writing, and shall be addressed as follows (or to such other address as each of the parties may designate by notice to the other): If to Client - to address set forth on Page 1 of the SLA; If to The View Pro Inc. - to 1712 Pioneer Ave Ste. 500 Cheyenne, WY 82001, Attn: Maksim Bilida.
15.Independent Contractors
The parties hereto shall be understood as independent contractors and nothing in this Agreement shall be construed as creating any partnership, joint venture or employment relationship between them. With respect to any third party, no party hereto, or any of its officers, directors, employees or agents, will have the right or authority to bind or otherwise obligate the other party hereto in any way.
16.Limitation
In no event will either party be liable to the other party for any consequential, incidental or special damages of any kind or character whatsoever arising out of this Agreement (including, but not limited to, loss of prospective sales, expenses incurred, or investments made, in connection with the establishment, development or maintenance of business).
17.Ownership
The View Pro Inc. owns and retains all copyrights for Work Products created or produced by The View Pro Inc., its affiliates, employees, contractors, subsidiaries and partners. The View Pro Inc. hereby grants a worldwide, perpetual, irrevocable, non-exclusive, fully paid and non-assessable license to reproduce, distribute, copy, display, perform, modify and create derivative works of the Work Products delivered by The View Pro Inc. in hard copy or electronic form, in any medium now existing or hereafter created. No other rights or uses are permitted without the prior written consent of The View Pro Inc. Except as expressly set forth in this Agreement, Client is under no circumstance permitted to sell or collect payment of any kind for the use or display of Work Products produced by The View Pro Inc., its affiliates, employees, contractors, subsidiaries and partners.
18.Publicity
The View Pro Inc. may use Client’s name, the Work Products provided to the Client or mark and identify Client as a client of The View Pro Inc. on The View Pro Inc. website and/or any and all marketing materials. Neither party will use the other party’s name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party’s written approval. Any approval required under this section shall not be unreasonably withheld or delayed by either party.
19.Choice of Law and Jurisdiction
This Agreement shall be deemed to have been made, executed and delivered in the State of Wyoming and shall be construed in accordance with and governed by the laws of the State of Wyoming, without regard to its conflicts of law principles that would require the laws of any other jurisdiction to apply.
Any dispute concerning, arising from, or in connection with this Agreement shall be resolved through good-faith negotiation. If a dispute cannot be amicably settled by the parties within not more than thirty (30) business days after a dispute has been forwarded by notice to the other party, either party may send the other a written request to resolve such dispute in the state and federal courts located in the State of Wyoming. The prevailing party, if any, in such litigation shall be entitled to reimbursement of its reasonable attorney’s fees and costs, including those on appeal, from the non-prevailing party.
20.Severability
If any provision or any portion of any provision of this Agreement shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement shall not be thereby affected. In such cases the parties shall seek effective solutions as closely approximating (in economic effect) which shall replace the invalid provision
21.Entire Agreement
This Agreement, together with any and all annexes thereto shall constitute the exclusive Agreement of the parties in respect of the subject matter hereof, and supersedes all prior written and oral agreements and all contemporaneous oral agreements and understandings of the Parties in connection herewith.
22.No Waiver
Unless explicitly done by written notice to the other party, no failure of a party to require the performance of any provision of this Agreement shall be understood as any waiver of such performance or any other right of the respective party in connection with such performance.
23.Counterparts
The Parties hereto agree that facsimile and/or electronic signatures, that are able to reliably identify the signing party, shall be as effective as if originals. This Agreement may be executed via facsimile and/or electronic signatures in any number of counterparts, all of which taken together shall be deemed an original and constitute one and the same agreement.
24.Amendment
This Agreement may be amended, modified or supplemented only by means of a written agreement signed by duly authorized representatives of both parties hereto.
