Article 1 – Purpose

1.1. The purpose of the Agreement is to set out the terms and conditions under which VR2:

• grants the Client a license to use the VRExplorer Software,
• may provide an access to Enhanced Data, Data Hosting services, support services and corrective maintenance services.

1.2. The Order Form may foresee some additional services in particular, Client can grant rights to Users according to the agreed settings, as well as to share some Enhanced Data on the VRExplorer Software. Only services agreed with VR2 are performed.

1.3. Use of the services implies the Client’s unreserved acceptance of the Terms and conditions.

Article 2 – License Grant

2.1. VR2 grants the Client a paid-up, personal, non-exclusive, non-transferable and non-sub-licensable right, for the term provided in the Order form to access and use the Software, only for the purposes of optimizing its Raw Data, obtaining and using Enhanced Data, within the limit of the license specified in the Order Form. The VRExplorer Software is provided as a service.

2.2. The license does not grant Client any intellectual property right on VRExplorer Software, nor on derivative works, which remain the full and exclusive property of VR2. In particular, the Client is notably not permitted to:

• Proceed with any form of reproduction or representation of the VRExplorer Software or its documentation, or to alter or mask in any way whatsoever the trademarks, distinctive signs, copyright notices affixed to the VRExplorer Software;
• Distribute or market the VRExplorer Software and the protected elements, whether in exchange for payment or free of charge. In particular, it is forbidden to sub-license the Software.
• Intervene on the Software in any way and for any reason whatsoever, including to correct errors and/or bugs, including by a third party; the evolutionary and corrective maintenance being ensured by VR2;
• Modify or attempt to circumvent any protective feature of the VRExplorer Software.
• Research the VRExplorer Software for the purpose of creating a derivative or competing work.

2.3. Any use not authorized by VR2 under the Agreement, and which does not comply with law is unlawful. Failure to comply with these provisions may result in the immediate termination of the Agreement, to the exclusive detriment of the Client, without prejudice to any damages VR2 may claim. The Client would be qualified as a counterfeiter.

Article 3 – Setting – Creation and Uses of Login

Article 4 – Data Hosting and Security

4.1. The main and redundant servers are in Paris.

4.2. In accordance with its status as host, VR2 exercises no control over the content of the Data, but will be obliged, if notified, to delete or prohibit access to any content resulting from the use of the VRExplorer Software that is illegal.

4.3. VR2 ensures the hosting of Data relating to the use of the VRExplorer Software, and of the Private Area by Users via the services of a third party. Hosting may be on shared or dedicated servers, as agreed in the Order Form.

VR2 shall not be held liable for the nature or content of the Client’s information or Data, or for any use thereof.

Similarly, VR2 will not be held liable for the quality and transmission of Data when it is transmitted over telecommunications networks, and more generally for the quality and reliability of telecommunications links between Users’ workstations and the Private Area access point.

4.4. Data integrity
VR2 undertakes to put in place the means known and customary in the profession to preserve, in an optimal manner, the integrity of Data, both during its hosting and during its backup. The integrity of each Data item corresponds to the intact restoration of its content in such a way that it has not undergone any alteration or change, and can be restored identically in a format that can be understood according to market standards.

4.5. Data Security
VR2 undertakes to use the best-known means to prevent physical access to the server by any unauthorized third party, and undertakes to implement all known rules of the art intended to prevent unauthorized computer access to the server. The Client is aware that the inherent hazards of information technology prevent VR2 from committing itself to an obligation of result.

The Client also acknowledges that he/she contributes to the security of the Data through his/her own actions (in particular articles 3.2 and 3.4 above).

Article 5 – Back Up

VR2 backs up the Data. Backup refers to the preservation of Data and allows its restoration. Back-ups are made daily and are stored for the last 5 days. Nevertheless, it is the Client’s responsibility to retain his Data. The Client remains responsible for the archiving and conservation of his Data.

VR2 keeps track of logins (access to the Private Area and actions taken).

Article 6 – Availability of Private Area

6.1. VRExplorer Software is available 24 hours a day, 7 days a week, except in cases of force majeure (article 18 below), events beyond VR2’s control, and maintenance events described below.

VR2 thus undertakes to implement the best means available according to the state of the art to guarantee availability to the Private Area of up to 96% over 12 months. However, VR2 cannot be held responsible for any disruptions, interruptions or anomalies that are not its fault and that affect transmissions via the Internet and, more generally, via the communications network, regardless of the extent or duration of such disruptions or interruptions.

6.2. VR2 reserves the right to close access to the VRExplorer Software to maintain the hardware and software required for hosting. Insofar as possible, VR2 will inform the Client in advance of any interruption of access to the server, of its own making or of which it may be aware. VR2 undertakes to use its best efforts to carry out maintenance outside peak hours.

Article 7 – Assistance

VR2 undertakes to provide the necessary means to process the Client’s requests in good conditions: availability and competence of the personnel in charge of responding to the Client’s requests, intervention as soon as possible.

VR2’s assistance service is accessible by e-mail at vrexplorer-support@vr2planets.com or via the ticket system on https://vrexplorer[-tenant].vr2planets.com.

Article 8 – Corrective Maintenance

8.1. The purpose of corrective maintenance is to provide the Client with a direct solution or, as the case may be, a workaround in the event of Defects observed and which do not allow the Client to use the VRExplorer Software normally.

8.2. To facilitate the execution of maintenance, the Client undertakes to describe the Defect precisely (description of the situation encountered: error messages, menu sequence, etc.). The quality and response time of VR2 necessarily depend on the active collaboration of the Client, who is responsible for providing VR2 with the appropriate information; this is expressly acknowledged by the Client. VR2 undertakes to provide the means necessary to process the Client’s requests in good conditions and to intervene as quickly as possible.

8.3. Any intervention by VR2 following a Defect due to non-compliant use of the VRExplorer Software or the Private Area by the Client or following a Defect in any of the elements of the Client’s information system configuration, may be invoiced based on an order.

Article 9 – Service Evolution

9.1. As VR2 develops new functionalities to enhance the services offered to its Clients, it reserves the right to change the content and form of the VRExplorer Software at any time and without prior notice, without the Client being able to object, it being understood that VR2 undertakes to guarantee:

• compliance with the provisions of article – Availability of Private Area;
• maintenance of the main functionalities of the VRExplorer Software;
• informing the Client of planned changes and providing online and/or telephone support to the Client for the appropriation of changes.

In general, VR2 will endeavor to:

• develop the Software’s functionalities with a view to improving the performance and ergonomics of VRExplorer Software;
• consider the Client’s feedback on services and their evolution.

However, the Client may not reproach VR2 for not upgrading the functionalities of the VRExplorer Software despite communication of upgrade requests made by the Client.

9.2. Limits
The Software will be used by the Client and Users under the sole control, direction, and responsibility of the Client. The Client is solely responsible for:

• any use of the VRExplorer Software that does not comply with the instructions for use and/or its intended purpose, or any abnormal use, for whatever reason (in particular in the event of negligence, operating error, accident, etc.);
• errors made by Users in the use of the Software and Data and/or in the procedures enabling them to connect to the VRExplorer Software, in particular with regard to Internet access and browsing;
• management of Users’ logins and access codes;
• any compatibility problem between the VRExplorer Software and telecommunications networks or any failure of one of the elements making up the Client’s software environment (operating system, other software, network systems, etc.);
• the legality of Raw Data, contributions, and any written, visual and/or sound elements uploaded by a User via the software.

Article 10 – VR2’s Obligations and Liability

10.1. The VRExplorer Software is a decision-making tool. VR2 cannot be held responsible for the choices and/or decisions made by the Client about the information contained in the VRExplorer Software. It does not replace the know-how of professionals, as may be the Client himself. The Software may also be used for educational purposes. The quality and relevance of the Enhanced Data depends on the quality of the Raw Data transmitted by the Client and on the proper use of the Software.

10.2. VR2’s obligations under the Agreement are expressly recognized by the Client as being obligations of means. Thus, VR2 will use the best means known and reasonable in the profession to perform the services, in particular concerning the fight against intrusions and other malicious acts.

10.3. Except for Data expressly made public by the Client, VR2 will not consult or exploit the Data.

10.4. VR2 may only be held liable if it can be shown that VR2 is at fault. It may not be incurred in the event of force majeure (article 18), nor due to the actions of a third party.

10.5. VR2 may not be held liable in the event of non-compliant use of the VRExplorer Software or if the Client has not truly appreciated the capacity of its technical and IT environment (hardware, software, Internet flows, etc.), has not effectively maintained and updated its software and hardware, or has failed in its obligation to cooperate.

10.6. Warranty
The Client guarantees VR2 against any claim or action brought by a third party against VR2, in particular for an action related to misuse of the Software by the Client or Users, in the event of the introduction of information contrary to laws and regulations, or in the event of non-compliance with legal and regulatory rules regarding the use of personal data, whether voluntarily or unintentionally. This warranty covers, in particular, any legal fees necessary to defend VR2’s interests.

Article 11 – Client’s Obligations and Liability

11.1. The Client is the sole judge, regarding his sole knowledge of his company, of the use he makes of the Data and information available on the VRExplorer Software. In this respect, VR2 is not responsible for the relevance of choices or decisions made by the Client when using the VRExplorer Software.

11.2. The Client undertakes to scrupulously respect the instructions given by VR2, those relating to the use of the VRExplorer Software, and to relay them to Users.

11.3. The Client is solely responsible for Raw Data (its content and format). Raw Data containing georeferenced 3D information must comply with the recommended formats or file types, in particular:

• 2D and 2.5D georeferenced images in .TIF, GEOTIF formats;
• 3D objects: textured meshes in .OBJ, .STL, .PLY format;
• point clouds in .LAS, .LAZ, .PTS format.

The Client undertakes to regularly monitor the consistency of Raw Data with Enhanced Data. The Client ensures that he/she has all the necessary rights to allow the Raw Data to be processed by VRExplorer. The Client indemnifies VR2 against any third party claim against VR2 relating to VR2’s use of Raw Data.

Article 12 – Data Ownership – Protection of Personal Data

12.1. Raw Data and Enhanced Data belong strictly to the Client. The Client may use the Software to grant third parties’ access to the Data. In this case, the Client grants Users the right to consult the Data.

12.2. As part of the Agreement, VR2 is required to process Users’ personal data. This Data is collected for the sole purpose of the commercial relationship and the provision of services to the Client.

VR2 undertakes to comply with the provisions of the GDPR (REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016) and the LIL (Act of 6 January 1978 known as the “Loi informatique et Libertés” as amended relating to the protection of personal data). VR2 makes its personal data protection policy available to Clients and Users.

Article 13 – Financial Conditions

13.1. Prices
The Order Form details the price of the services. The price of the services does not include the cost of telecommunications including Internet access enabling the use of the services which remains the responsibility of the Client, nor the cost of VR2’s travel, which will be invoiced.

Unless otherwise indicated, all prices are expressed in Euros, exclusive of tax (€ excl. VAT), plus applicable taxes (VAT).

Unless otherwise specified in the Order Form, VR2 applies a systematic annual increase of 2.5%.

VR2 informs the Client, who accepts it, that it will pass on any price increases incurred by its suppliers or subcontractors – hosts or publishers. The increase will take place each year on the anniversary date of the Agreement, after prior notification 30 days before the implementation of the increase. VR2 will make available to the Client, at the Client’s first request, evidence of the aforementioned structural increases.

13.2. Invoicing
The frequency of payment of the subscription price is set out in the Order Form. Invoices are payable upon receipt. In the context of established business relations, VR2 may indicate to the Client that payment terms are extended to 30 days from the date of invoice.

In any case, the obligation to pay is fulfilled insofar as the amount in euros is definitively credited to VR2. No discount will be granted for early payment.

13.3. Revision of prices
The price indicated in the Order Form is revised automatically and without formality on January 1st of each year (n), according to the following formula: P = Po × S/So — where P = revised price excluding taxes, Po = price excluding taxes in force before revision, S = value of the Syntec index of October n-1, So = value of the Syntec index for October n-2. In the event of the suppression of this index for any reason whatsoever, it will be automatically replaced by a similar index in line with VR2’s activity. The Client may only contest this new index during the month following the date of dispatch of the letter notifying him of the revised prices. In the event of a dispute, the replacement index will be determined by an expert appointed by mutual agreement between the Parties, or failing this, by the President of the Commercial Court of Nantes at the request of the most diligent party. Costs will be shared equally between the Parties.

13.4. Payment and non-compliance with payment deadlines
Unless otherwise specified in the Order Form, or with VR2’s agreement, the annual fee for services is debited on the anniversary date (service start date) for the following year.

In the event of non-compliance with the payment deadlines indicated in the Order Form, VR2 may, ipso jure and without prior formal notice:

• Apply a late payment interest rate of 15% per annum – prorata temporis – from the first day of late payment (thus covering the costs incurred for collection follow-up, letters, telephone reminders, rejections of direct debits, etc.); the Client’s contractual obligation to pay overdue invoices remains unaffected;
• Reserve the right to take all appropriate steps to protect its interests;
• Demand immediate payment of all sums due by the Client;
• Charge the Client a minimum fixed indemnity of 40 euros. This amount may be higher upon justification of higher collection costs.

Any disagreement concerning invoicing must be justified by sending a registered letter with acknowledgement of receipt, within ten (10) days of the invoice date. If this procedure is not followed, the Client will be deemed to have accepted the invoice and will be considered to be in default in the event of non-payment.

Article 14 – Suspension of Service

VR2 reserves the right to suspend the provision of the services concerned, without the Client being entitled to claim any compensation, in the event of:

• Non-compliance with an injunction sent by VR2 to the Client by e-mail,
• An act or attempted act of unlawful use of the VRExplorer Software, Data or third-party data,
• Violation of these General Terms and Conditions,
• Court decision.

Suspension of the service(s) concerned will take effect immediately from the date VR2 sends the Client an email stating that this clause has been implemented. Access to the VRExplorer Software will be inaccessible to the Client.

After 30 days from the 1st day of suspension, VR2 reserves the right to terminate the Agreement under the conditions detailed in article 16.

The Client remains liable for all amounts due to VR2 under the terms of the Agreement. For the duration of the suspension, contractual provisions not affected by the suspension remain in force.

Article 15 – Term

15.1. The Agreement comes into force as from the date of signature of the Order Form or at the latest as from the first connection to the Software via the Logins.

The Agreement remains in force during twelve (12) months.

The Agreement shall thereafter be tacitly renewed for identical periods, unless either Party notifies to the other, by formal notice (such as registered letter with acknowledgment of receipt, FedEx, DHL), its intention to terminate or not renew the Agreement, at least ninety (90) days prior to the expiration of each period.

Article 16 – Early Termination

16.1. The Agreement may be terminated in advance, by either Party, in the event of a breach by the other Party of any of its contractual obligations, and in particular in the event of non-payment of an invoice, non-compliance with provisions relating to intellectual property and also, non-compliance with the confidentiality of the Login.

In the event of a breach, VR2 will send an e-mail to the Client specifying the breach and the intention to apply the present clause. Should the Client fail to heed the notification and restore the situation in compliance with these General Terms and Conditions within the stated timeframe, VR2 shall be entitled to terminate the Agreement after formal notice to remedy said breach.

Termination will take effect within 30 days from the date of dispatch of the aforementioned email, which has remained unsuccessful in whole or in part, without this termination entitling the Client to any compensation whatsoever.

Any sums due but not yet invoiced will become immediately payable. Any sums previously paid will remain VR2’s property. VR2 reserves the right to be compensated for its entire loss, if applicable.

16.2. VR2 also reserves the right to terminate the General Terms and Conditions in the event of abuse of service. Abuse of service refers to any act by a Client, whether intentional or not, that has an impact, of any magnitude or nature whatsoever, on the normal operation of services provided by VR2 to other clients.

Article 17 – Effects of the Termination of the Agreement

Upon the termination of this Agreement for any reason whatsoever:

• The Client will no longer be able to use the VRExplorer Software. The Client’s account will be closed, and Logins deactivated. Any further use of the VRExplorer Software by the Client will be considered as counterfeiting.
• VR2 will delete all Client Data within 15 days of termination of the Agreement for any reason whatsoever, except in cases where VR2 is required by law or in its legitimate interest to retain it. Data voluntarily made public by the Client may be retained or deleted by VR2. It is the Client’s responsibility to download Raw Data within the aforementioned period. Failing this, the Raw Data may no longer be retrieved. The fate of the Enhanced Data is determined by the Parties, at least 15 days before the end of the Agreement. Unless otherwise agreed, the Enhanced Data will be deleted at the end of the Agreement.

Article 18 – Force Majeure

18.1. In addition to the events usually considered by French jurisprudence to constitute force majeure, the obligations of the Parties shall be automatically suspended in the event of events beyond their express control preventing the normal performance of these General Terms and Conditions, such as earthquakes, fire or flooding of the operating premises of the business of either Party and of the Data backup center, armed conflict involving France, storms, blockage of means of transport for any reason whatsoever, pandemics and epidemics, total or partial strikes outside the company, total or partial regional, national or international blockage of telecommunications and total or partial regional, national or international blockage of computer networks. Technical failure caused by malicious acts (e.g. hacker attacks, denial of service) also constitutes force majeure.

18.2. The Party observing the event must immediately inform the other Party of its inability to perform its obligations and justify this to the latter. The suspension of obligations shall under no circumstances give rise to liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.

However, as soon as the cause of the suspension of their mutual obligations has disappeared, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible.

Article 19 – Variations

VR2 reserves the right to modify the provisions of the Terms & Conditions at any time. Modifications will be brought to the Client’s attention by a notification sent to the Client via the VRExplorer Software. They will come into force within two months of their receipt by the Client.

In the event of disagreement on the part of the Client, the latter may terminate the Agreement by sending an e-mail to contact@vr2planets.com. In this case, the cancellation will take effect on the day the variations take effect.

Article 20 – Miscellaneous

20.1. Language. This Agreement is in English and in French version. The French version supersedes all other translation in any language whatsoever.

20.2. Severability. If any of the terms and conditions under this Agreement is unenforceable, illegal or void, it shall not affect the other provisions hereof and the rest of this Agreement shall remain in force.

20.3. No waiver. No failure or delay by a Party to exercise any right or provision under this Agreement or by law shall constitute a waiver of that or any other right, nor shall it preclude or restrict the further exercise of that or any other right, in whole or in part.

20.4. Emails. Unless specifically stipulated otherwise, e-mails and other means of computer communication between the Parties shall have the same evidential value as written documents.

20.5. Reference. VR2 is expressly authorized to quote the Client’s name, brand or trade name as a reference in its dealings with third parties, particularly prospective Clients.

Article 21 – Governing Law – Jurisdiction

21.1. This Agreement shall be construed and interpreted, and its performance shall be governed by the laws of France without regard to conflicts of law provisions.

21.2. Any claim, dispute, legal action arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or the termination of the business relationships between the Parties, shall be submitted to and definitely settled by the Tribunal de Commerce de Nantes (France), even in case of summary proceedings, introduction of third parties, incidental claims or multiple defendants.