TERMS AND CONDITIONS
These terms and conditions are a legally binding contract between you (you and your) and YESVR PTY LTD A.C.N. 633 316 551 (“YesVR,” “we,” or “us”), as further specified in the order form.
SECTION 1 - DEFINITIONS AND INTERPRETATION
1.1 - DEFINITIONS
In this Agreement (including the recitals) unless the context otherwise requires:
Agreement means the Agreement as defined under clause 2.1.
Business Day means a day that is not a Saturday, Sunday or public holiday in NSW or the place where an act is to be performed, notice received, or a payment is to be made.
Equipment Charges means the Equipment Charges as defined under clause 5.1.
Equipment Term means the Equipment Term as defined under clause 5.1.
Initial Term means the initial term set out in the order form or if such period is not defined the period of six (6) months from the date on which we provide the Order Confirmation, or as otherwise agreed between you and us in writing.
License means the license as referenced in clause 13.
Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.
Products and Services means the products and services specified in the order form, such as the VR Training Program and the VR Equipment, including any Support Services, and any Updates (as applicable).
PPSA means the Personal Property Securities Act 2009 (Cth).
Renewal Period means the period of six (6) months for which the Term must successively renew, pursuant to clause 3.1 of this Agreement.
Renewal Date means the first day of any Renewal Period.
Security Interest includes any security interest under the PPSA, mortgage, pledge, lien, charge, hypothecation, trust arrangement, title retention arrangement or other security interest or encumbrance.
Site means our websites as well as our mobile apps.
Special Conditions means the Special Conditions as defined under clause 2.2.
Subscription means the subscription for the license of the VR Training Program for at least 10 (ten) Users or more as indicated by you in the order form or otherwise in writing by the parties, pursuant to the terms of this Agreement.
Subscription Fee means the price for a Subscription as described on the order form.
Support Services means the support services provided by us as specified in the order form.
Term means the period from the date a Subscription commences pursuant to the terms of this Agreement until the end of the Initial Term or any applicable Renewal Period in accordance with clause 3.1.
Update means any update, upgrade or modification to the VR Training Program from time to time but does not include new versions of the VR Training Program.
User means a person engaged by you as a contractor or employee and who is at least 18 years old and who you have counter for as user in the order form.
VR Equipment means the VR Equipment as described in the order form.
VR Training Program means the virtual reality training program which is installed on the VR Equipment as updated from time to time.
1.2 - INTERPRETATION
In this Agreement unless the context otherwise requires:
headings are for convenience only and do not affect its interpretation and construction.
the singular includes the plural and vice versa.
words importing a gender include other genders.
where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning.
a reference to the Agreement, any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it.
"includes" is not a word of limitation.
a reference to any thing is a reference to the whole and each part of it.
a reference to a group of persons is a reference to all of them collectively and to each of them individually.
a reference to a document includes all amendments or supplements to, or replacements or novation of, that document.
SECTION 2 - CONTRACT STRUCTURE
2.2. Each party must perform its obligations under the order form in accordance with these terms and conditions and the terms of the order form. The parties must comply with any additional requirements set out in the Order Form (Special Conditions).
2.3. In the event of any inconsistency between these terms and conditions, the return policy, and the order form, the provisions will prevail in the following decreasing order:
2.3.1. the Special Conditions (if any);
2.3.2. the remaining provisions of the order form;
2.3.3. these terms and conditions; and
2.3.4. the return policy.
SECTION 3 - PLACING ORDERS/SUBSCRIPTIONS
3.1. Subscriptions are for the Initial Term and will automatically renew for successive Renewal Periods, unless you tell us otherwise by giving one-month prior written notice before the Renewal Date.
3.2. You may inform us that you do not wish for the Subscription to renew at the time you place your order or you may later disable the auto-renewal of a Subscription through your account on our Site or by contacting us in writing, once this function has been introduced to the Site.
3.3. When you purchase a Subscription and/or VR Equipment under the order form, you warrant that you:
3.3.1. have full power and authority to enter into this Agreement;
3.3.2. you act for a body corporate, such as a company;
3.3.3. has undertaken all prerequisites, requirements and formalities to enable to enter into this Agreement;
3.3.4. use the VR Training Program and the VR Equipment in accordance with the terms of this Agreement;
3.3.5. use the License as provided under this Agreement only for the total number of Users as described by you in the order form; and
3.3.6. do not use the Product and Services predominantly for personal, domestic or household purposes.
SECTION 4 - ORDER PROCESS
4.1. To make a purchase you may either use a hardcopy or online version of our order form in and identify the Products and Services that you wish to purchase.
4.2. When placing an order or making a purchase, you must provide information, such as your address and billing information as well as the total amount of Users who require the Subscription for the license of the VR Training Program.
4.3. Your order will be placed in the case of an online order form, when you click on the button designated for the payment of the Products and Services, or otherwise when we receive the hardcopy order.
4.4. You represent and warrant that all information provided by you to us is accurate, and you will ensure that such information is kept current. We will have no responsibility or liability for inaccurate information or information that later becomes outdated, and we will have no obligation to make efforts to determine the correct contact or shipping information. We will not take payment for product purchases until Order Confirmation (see below).
4.5. We will confirm our acceptance of your order by sending you a communication that confirms that the order has been processed (Order Confirmation).
4.5.1. Once we accept your order in full or in part, it creates a legally binding contract between you and us which will be subject to this Agreement. If you need to contact us about your order, it is helpful if you can give us your order number.
4.5.2. If we are unable to accept your order in full or part, we will inform you of this (this might be because the Subscription is not currently available, the VR Equipment are out of stock etc.).
4.6. Shipping dates/times (or a courier) provided by us are estimates only and not guaranteed. The risk of loss to the VR Equipment passes to you - including the responsibility to insure the Products - upon delivery of the VR Equipment to you or collection of that order by you or your agent or courier as the case may be, subject to clauses 4.6.1and 4.6.2.
4.6.1. You must make any arrangements necessary to enable yourself to obtain delivery of the VR Equipment. We will not be liable for any delay in obtaining, or (where delivery is to be made by a third party, other than a third party acting as our agent) refusal of, delivery. You agree that we will not be liable for any damage incurred by the VR Equipment in the course of delivery except where the damage is caused by our negligence or a third party acting as our agent.
4.6.2. You agree that your obligation to make the payments set out in clause 6 at the times set out in that clause will not be affected by any delay in delivery howsoever caused, except any delay directly caused by us or a third party acting as our agent.
4.7. An order accepted by us cannot be cancelled without our prior written consent (in our sole discretion).
SECTION 5 - VR EQUIPMENT
5.1. You must purchase the VR Equipment from us by either paying the purchase price outright in cash or spread in equal monthly instalments (Equipment Charges) over the Initial Term (Equipment Term). Once selected, this commitment period is fixed (unless you elect to pay your total remaining balance in full in one instalment).
5.2. You must pay any monthly Equipment Charges each month for the Equipment Term.
5.3. If for whatever reason the Subscription is cancelled or terminated during the Equipment Term, then any balance of the Equipment Charges plus any outstanding Subscription Fees will be applied to your next bill.
5.4. Title to the VR Equipment constituting an order passes to you free of encumbrances upon receipt of payment in full by us of the price for the VR Equipment. Until title to the VR Equipment constituting an order passes to you, we hold a security interest in the VR Equipment and all proceeds from the sale of the VR Equipment as contemplated under the Personal Property Security Act 2009 (Cth).
5.5.You are responsible for the maintenance and repair of the VR Equipment (and any accessories you purchase from us), subject to any manufacturer's warranty, and for any insurance for the VR Equipment (if you wish the VR Equipment to be insured). You may not return the VR Equipment or other accessories to us if you cancel the Subscription.
5.6. During the Initial Term, you must use the VR Equipment for your own business purposes and must not resupply the VR Equipment to anyone else (other than to Users) unless agreed by us in writing.
SECTION 6 - PRICE AND PAYMENT
6.1. The Subscription Fee and Equipment Charges and any delivery charges will be the price indicated on our order form when you placed the order.
6.2. We may accept various payment methods such as VISA, MasterCard, Maestro and American Express credit/debit cards, PayPal. If we do, this will be indicated on our order form.
6.3. Unless expressly stated otherwise in the order form invoices for ongoing monthly Fees set out in the order form will be submitted monthly in advance. You must pay all such invoices within 7 days of invoice date.
6.4. If we accept a credit card, a payment processing fee applies to card payments which will appear on your next bill. This fee will be between 0.287% - 3.005%, plus GST, depending on the card used.
6.5. By submitting an order, you acknowledge that you are authorised to use the designated payment method and you authorize us to charge your order to that payment method. When you provide your payment information, you authorise us (or a third-party payment processor) to process and store your payment and related information. Depending on where you are located or ask to have the VR Equipment shipped or delivered, we may utilise an agent, subsidiary, or affiliate to process payment and shipping. In the event the payment method you designate cannot be verified, is invalid, or is not otherwise acceptable, we may suspend or cancel your order. You are responsible for resolving any problems we encounter in order to proceed with your order.
6.6. We reserve the right to refuse or cancel orders at any time and in our sole discretion.
6.7. We are entitled to increase our prices for Subscription Fee from time to time during the period of your Subscription. If we do this, we will tell you of the increase. This increase will only apply from the start of the next Renewal Period and you may choose not to renew your Subscription if you do not agree with the price increase. We will supply the Subscription services until the Subscription expires.
6.8. Your right of cancellation shall only apply in circumstances where we are legally obliged to provide such a right to you.
6.9. If the VR Equipment is defective or faulty you will need to notify us as soon as you have discovered the VR Equipment is defective or faulty. Please follow our return policy for further details.
6.10. If the VR Equipment is not defective or faulty and in good order, in condition with original packing or tags, in the event, we accept refund in writing (in our sole discretion). You must pay for the shipping costs and ship the VR equipment (accompanied by the original receipt or invoice) to us at your risk until the VR Equipment is delivered to us. If you ship the VR Equipment to us you must to securely pack the VR Equipment for transportation having regard to the fragility of the VR Equipment, the distance the VR Equipment is likely to travel, and the method of transportation used to transport the VR Equipment. Please follow our return policy for further details.
6.11. We are not required to accept any returned item that, as a result of your negligence, misuse or tampering is, damaged, missing parts or in unsellable condition.
6.12. All refunds are subject to inspection and verification.
SECTION 7 - RETENTION OF TITLE
7.1. In this clause 7 reference to Buyer means “you” or “your” and reference to Seller means “we,” or “us”.
7.2. The Seller reserves the rights in relation to the VR Equipment until all accounts owed by the Buyer to the Seller are fully paid. These are rights:
7.2.1. to ownership of the VR Equipment;
7.2.2. to enter the Buyer's premises (or the premises of any associated company or agent where the VR Equipment are located) without liability for trespass or any resulting damage and retake possession of the VR Equipment; and
7.2.3. subject to, and in accordance with, the PPSA to keep or resell any VR Equipment repossessed pursuant to clause 7.2.2 above.
7.3. The Buyer consents to the Seller’s right of repossession in clause 7.2.2 above and must follow the Seller’s reasonable instructions to allow the Seller to exercise its right of repossession. The Buyer further acknowledges and agrees with the Seller’s right in clause 7.2.
7.4. If the Buyer resells the VR Equipment or products manufactured using the VR Equipment, the Buyer must hold part of the proceeds of any such sale, as represents the invoice price of the VR Equipment sold or used in the manufacture of the VR Equipment sold, in a separate identifiable account as the beneficial property of the Seller. The Buyer must pay this amount to the Seller upon request. Despite these provisions, the Seller is entitled to maintain an action against the Buyer for the purchase price and the risk of the VR Equipment must pass to the Buyer upon delivery.
7.5. Prior to title in the VR Equipment passing to the Buyer under the terms of this Agreement, the Buyer agrees that:
7.5.1. the Buyer has no right or claim to any interest in the VR Equipment to secure any liquidated or unliquidated debt or obligation the Seller owes to the Buyer;
7.5.2. the Buyer cannot claim any lien over the VR Equipment;
7.5.3. the Buyer will not create any absolute or defeasible interest in the VR Equipment in relation to any third party except as may be authorised by the Seller; and
7.5.4. where the Buyer is in actual or constructive possession of the VR Equipment:
22.214.171.124. the Buyer will not deliver them or any document of title to the VR Equipment to any person except as directed by the Seller; and
126.96.36.199. it is in possession of the VR Equipment as a bailee of those VR Equipment and owes the Seller the duties and liabilities of a bailee.
7.6. In connection with the VR Equipment, the Seller states to the Buyer that:
7.6.1. the Seller has the right to supply the VR Equipment to the Buyer;
7.6.2. the activities of the Buyer in supplying the VR Equipment do not infringe the rights of the owner of the VR Equipment (where the Seller is not the owner of the VR Equipment); and
7.6.3. if the VR Equipment are not owned by the Seller, that the seller is authorised to supply the VR Equipment to the Buyer.
7.7. The Seller and the Buyer agree that:
7.7.1. the property of the Seller in the VR Equipment remains with the Seller until the Seller has been paid in full for the VR Equipment under all individual contracts for the supply of the VR Equipment;
7.7.2. the Buyer is a bailee of the VR Equipment until property in them passes to the Buyer and this bailment continues in relation to each of the VR Equipment until the price of the VR Equipment has been paid in full; and
7.7.3. pending payment in full for the VR Equipment, the Buyer:
188.8.131.52. must not supply any of the VR Equipment to any person outside of its ordinary or usual course of business;
184.108.40.206. must not remove, deface or obliterate any identifying plate, mark or number on any of the VR Equipment.
7.8. If the Buyer supplies any of the VR Equipment to any person before all moneys payable by the Buyer have been paid to the Seller, the Buyer agrees that:
7.8.1. it holds the proceeds of re-supply of the VR Equipment on trust for and as agent for the Seller immediately when they are receivable or are received;
7.8.2. it must either pay the amount of the proceeds of re-supply to the Seller immediately when they are received, or pay those proceeds into an account with a bank or a financial institution or deposit-taking institution as trustee for the Seller;
7.8.3. any accessory or item which accedes to any of the VR Equipment by an act of the Buyer, or of any person at the direction or request of the Buyer, becomes and remains the property of the Seller until the Seller is paid in accordance with clause 7.7.1; and
7.8.4. if the Buyer fails to pay for the VR Equipment within the period of credit (if any) extended by the Seller to the Buyer, subject to, and in accordance with, the PPSA, the Seller may recover possession of the VR Equipment at any site owned, possessed or controlled by the buyer and the buyer agrees that the seller has an irrevocable licence to do so.
SECTION 8 - PPSA ( Personal Properties Securities Act) PROVISIONS
8.1. In this clause 8 reference to Buyer means “you” or “your” and reference to Seller means “we,” or “us”.
8.2. The interest of the Seller in the VR Equipment and all proceeds from the sale of the VR Equipment by the Buyer to a third party is a security interest.
8.3. The Buyer consents to the Seller registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonably required by the Seller to facilitate registration.
8.4. Until title in the VR Equipment has passed to the Buyer as contemplated by clause 5.4 the Buyer agrees not to in any way assign, charge, lease or otherwise deal with the VR Equipment in such a manner as to create a security interest over the VR Equipment in favour of the Buyer or any third party. The parties agree that this clause will not prohibit the Buyer from selling the VR Equipment in the ordinary course of business.
8.5. The Buyer waives its rights to receive any notice under the PPSA (including notice of verification statement) unless the notice is required by that Act and cannot be excluded.
8.6. The Seller and Buyer agree that this Agreement and all related information and document(s) are confidential (Confidential Information) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by this Agreement or required by law. The Seller and Buyer agree that the Seller will not disclose the Confidential Information pursuant to a request under section 275(1) of the PPSA.
8.7. Unless the VR Equipment are used predominantly for personal, domestic or household purposes, the Seller and the Buyer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of the Seller's security interest in the VR Equipment or of this Agreement:
8.7.1. any requirement for the Seller to give the Buyer a notice of removal of accession;
8.7.2. any requirement for the Seller to give the Buyer a notice of the Seller's proposed disposal of the VR Equipment;
8.7.3. any requirement for the Seller to include in a statement of account, after disposal of the VR Equipment, the details of any 8.7.4. amounts paid to other secured parties;
8.7.4. any requirement for the Seller to give the Buyer a statement of account if the Seller does not dispose of the VR Equipment;
8.7.5. any right the Buyer has to redeem the VR Equipment before the Seller exercises a right of disposal; and
8.7.6. any right the Buyer has to reinstate this Agreement before the Seller exercises a right of disposal of the VR Equipment.
8.8. Expressions defined in the PPSA have the same meaning when used in this Agreement.
SECTION 9 - TERMINATION
9.1. At the end of the Subscription Term we will disconnect your access to the VR Training Program, in which case you cannot access any VR Training Program through your VR Equipment.
9.2. Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
9.2.1. the other party fails to pay when due any amount payable by it under this Agreement.
9.2.2. the other party breaches any material provision of this Agreement, which is incapable of being remedied, or where the breach (other than a breach under clause 9.2.1) is capable of being remedied, fails to remedy the breach within ten (10) calendar days after receiving written notice from the terminating party requiring it to do so.
9.3. Upon termination we will disconnect your access to the VR Training Program.
9.4. On expiration or termination of this Agreement for any reason, you must immediately
9.4.1. stop using the VR Training Program and ensure that all Users stop using the VR Training Program;
9.4.2. return to us (or, at our direction, delete) all copies of the VR Training Program; and
9.4.3. allow us to access your premises to enable us to de-install and remove relevant parts of the VR Training Program on your VR Equipment (if applicable).
9.5. Termination of this Agreement will not relieve the parties of any accrued liability (including with respect to outstanding Equipment Charges plus any outstanding Subscription Fees).
9.6. If we terminate this Agreement as a result of your breach of this Agreement pursuant to clause 9.2, you must:
9.6.1. immediately pay us our loss of revenue resulting from termination of the Subscription, which is the balance of the Initial Term or any applicable Renewal Period;
9.6.2. immediately pay us the total remaining balance of any Equipment Charges (in case the VR Equipment has not been fully paid); and
9.6.3. pay us all expenses, including reasonable attorneys' fees including collection fees, incurred by us in endeavouring to collect any amounts payable hereunder which are not paid when due (subject only to any limitation imposed by applicable law) on a fully indemnity basis.
9.7. If you terminate this Agreement as a result of our breach of this Agreement pursuant to clause 9.2, you must immediately pay us the total remaining balance of any Equipment Charges (in case the VR Equipment has not been fully paid).
SECTION 10 - DELIVERY
10.1. Delivery of the VR Equipment will be made to the delivery address supplied by you at the time of ordering. Delivery typically takes 14 days, provided the VR Equipment is in stock or as otherwise confirmed in the Order Confirmation. If we do not have a VR Equipment that you ordered in stock, we will let you know as soon as possible and provide an estimated date of when the VR Equipment will be back in stock.
10.2. The cost of delivery will be as displayed at the time you place your order.
10.3. If our delivery of the VR Equipment is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. As long as we do this, we will not be liable for delays caused by the event. If there is a risk of substantial delay you may contact us to end our contract and receive a refund of the price and delivery charges for any VR Equipment you have paid for but not received. If you do not collect the VR Equipment from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect the VR Equipment from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end this Agreement and you may be liable to pay us compensation.
SECTION 11 - UPDATES
11.1. We introduce quarterly updates to the VR Training Program and add new scenarios. You must therefore ensure that your VR Equipment is regularly connected to the Internet and connected to the power plug or as otherwise specified in the VR Equipment user instructions, so it receives such Updates.
11.2. You may need to automatically update the operating system of the VR Equipment with new software to keep the operating system and the VR Training Program functioning properly, which could include bug fixes, patches, enhanced features, missing plug-ins and new versions. By using such updates, you agree to such automatic updating.
SECTION 12 - NOTICES
12.1. Notices, consents or communication (Notice) given under this Agreement must be in writing and delivered to a party by hand or by ordinary prepaid post or by email to that party as shown in this Agreement or the order form or to an alternate address notified to the party giving the notice.
12.2. A Notice is taken to be duly given and received:
12.2.1. if delivered by hand, when delivered; or
12.2.2. if delivered by ordinary prepaid post, five (5) Business Days after being deposited in the mail with postage prepaid; or
12.2.3. if delivered by email, one (1) Business Day after being sent unless the party giving the Notice receives Notice that delivery of the Notice failed or that the recipient is ‘out of office’.
12.3. If you wish to communicate with us, please contact us via the contact us section of our Site.
SECTION 13 - LICENSE
13.1. We grant to you a non-exclusive, limited, non-sublicensable, non-transferable, licence to access and use the VR Training Program for which you have subscribed for during the Term in accordance with this Agreement (License).
13.2. The VR Training Program is intended solely for persons who are Users and are at least 18 years of age and for such number of Users as indicated by you in the order form.
13.3. Any registration for, or use of, the VR Training Program by anyone who is not a User is unauthorised, unlicensed and a fundamental breach of this Agreement.
SECTION 14 - GST
14.1. If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply.
14.2. Unless otherwise stated, all amounts referred to in this Agreement, including the Equipment Charges, are stated on a GST exclusive basis.
14.3. If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties.
14.4. In providing an invoice, a party shall provide proper tax invoices if GST is applicable to the Subscription Fee and Equipment Charges.
14.5. Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have that meaning in this Agreement.
SECTION 15 - SUPPORT SERVICES
15.1. The Support Services are only available to you if you are not in default with your payment obligations under this Agreement or otherwise breach with this Agreement.
15.2. We will provide any Support Services as specified in the order form.
SECTION 16 - LIMITATIONS
16.1. You cannot assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the VR Training Program.
16.2. You may not:
16.2.1. share the Licence, or contents of the product under the Subscription, with others;
16.2.2. Copy the VR Training Program on any other system than that of the VR Equipment;
16.2.3. decompile, "reverse engineer", disassemble, or otherwise attempt to derive the source code for the VR Training Program;
16.2.4. broadcast, transmit or otherwise display in a public forum or any venue not restricted to you, the VR Training Program or any part of the VR Training Program;
16.2.5. post the VR Training Program or part of the VR Training Program on any website;
16.2.6. modify the VR Training Program, create derivative works based upon the VR Training Program, or use the VR Training Program to develop any product having the same primary function as the VR Training Program; or
16.2.7. alter any files or libraries in any portion of the VR Training Program.
SECTION 17 - LIMITATIONS ON COPYING
You may not copy any part of the VR Training Program except to the extent that the licensed use inherently demands the creation of a temporary copy stored in the computer memory and not permanently affixed on storage medium.
SECTION 18 - WARRANTIES AND EXCLUSIONS
18.1. Provisions of the Competition and Consumer Act 2010 and other laws in force from time to time in Australia may imply guarantees, warranties, conditions, and impose obligations on us (Implied Terms). If these Implied Terms apply, our liability will be limited at our option to resupply, repair or replace our Products and Services or compensate you for the cost of such resupply, repair or replacement, to the extent permitted by law.
18.2. Unless otherwise explicitly agreed to in writing by us, and subject to the Implied Terms, all representations, guarantees, conditions and warranties of any nature are expressly excluded.
18.3. Nothing in this clause excludes, restricts or modifies your rights under an Implied Term.
SECTION 19 - EXCLUSION OF DAMAGES
Subject to any Implied Term, we, our directors, officers, employees, or agents will not be liable to you or any other party for indirect, consequential, special, incidental, punitive or exemplary damages of any kind (including loss of revenues or profits or loss of business) arising in connection with this Agreement, the VR Equipment, the VR Training Program, any software for the VR Equipment or any support services for the VR Training Program or VR Equipment, whether based on contract, tort, statute, or any other legal theory.
SECTION 20 - LIMITATION OF LIABILITY AND REMEDIES
To the extent that the applicable jurisdiction limits our ability to disclaim any implied warranties, this disclaimer must be effective to the maximum extent permitted.
SECTION 21 - LICENSEE INDEMNITY
You will indemnify us, our directors, officers, employees, agents and contractors in full against any liability, loss, damages, costs and expenses as a result of or in connection with your use of the VR Equipment and/or the VR Training Program, including but not limited to, any modification by you of the VR Equipment and/or the VR Training Program which causes the VR Equipment and/or the VR Training Program to infringe the intellectual property rights of a third party.
SECTION 22 - GENERAL PROVISIONS
22.1. Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement.
22.2. This Agreement contains the entire agreement between the parties with respect to its subject matter. Neither of the parties has relied on or is relying on any other representation in entering into this Agreement.
22.3. This Agreement may be amended only by another written agreement executed by all the parties, subject to clause 6.
22.4. You will be fully responsible to us for any Loss suffered by us or our employees, contractors or agents, arising from or in connection with the acts or omissions of its sub-contractors, contractors, assigns and all their employees, as if they were your acts and omissions.
22.5. No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
22.6. The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
22.7. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
22.8. Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
22.9. This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of New South Wales and of the Commonwealth of Australia applying there. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there and waives any right to object to the venue on any ground.
22.10. This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agreement.