• VDROOM Terms of Services

    Last Revised: July 27, 2017

    By clicking on the "I agree to the terms of the VDRoom Services Agreement" button, the Client (as defined below) is hereby accepting the terms of this Services Agreement (this "Agreement"), which is a binding and enforceable agreement between the Client and VDRoom Ltd., an Israeli company with offices at 7 Har Hazon St., Kefar Sava, Israel (the "Company"). By accepting this Agreement according to the foregoing method (the "Acceptance Date"), the Client represents and warrants that he/she has the legal capacity to enter into this Agreement and to bind the applicable Property (as defined below). The Company and the Client shall each be referred to as a "Party" and together as the "Parties".

    WHEREAS, the Company has experience in the design of websites that utilize Virtual Reality ("VR") technology, as well as marketing and promoting various venues and properties, including hotels, room accommodations, lodging and cruise; and

    WHEREAS, the Client wishes to receive the Company's services, as further detailed herein;

    NOW THEREFORE, in consideration of the mutual premises contained herein, and intending to be legally bound, the Parties hereto hereby declare and agree as follows:

    • Definitions

      In addition to terms elsewhere defined in this Agreement, the following terms shall have the respective meanings ascribed to them below:

      • "Client" means the person or entity agreeing to the terms of this Agreement on the Acceptance Date, on behalf of themselves, a Property and/or a group of Properties.
      • "Property" means one (1) physical property owned or managed by the Client, or with respect to which the Client is permitted to engage with the Company, that is identified to the Company in writing on or promptly after the Acceptance Date.
      • "Property Site" means the proprietary website of a Property, into which the VR Site is added as a subdomain.
      • "Image(s)" means (a) an image of a Property taken by the Company or its service providers with the use of VR technology, whether taken prior to or during the Term, or (b) a VR image owned by and provided by the Client to the Company. In both cases, the Image is to be displayed on the VR Site.
      • "Intellectual Property Rights" mean (i) patents and patent applications throughout the world, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and re-examinations of any of the foregoing, all whether or not registered or capable of being registered; (ii) common law and statutory trade secrets and all other confidential or proprietary or useful information that has independent value, and all know-how, in each case whether or not reduced to a writing or other tangible form; (iii) all copyrights, whether arising under statutory or common law, whether registered or not; (iv) all trademarks, trade names, corporate names, company names, trade styles, service marks, certification marks, collective marks, logos, and other source of business identifiers, whether registered or not; (v) moral rights in those jurisdictions where such rights are recognized; (vi) any rights in source code, object code, mask works, databases, algorithms, formulae and processes; and (vii) all other intellectual property and proprietary rights, and all rights corresponding to the foregoing throughout the world.
      • "VD Technology" means data, information, materials, methods, ideas, concepts, know-how, techniques, software, databases, the Company's Images and other technologies of the Company, including without limitation, with respect to customizations for customers, search technologies, management of online properties and databases, any revisions, corrections, modifications, enhancements, improvements, updates and/or upgrades thereto, and any Intellectual Property Rights therein or related thereto. For clarity purposes, the term "VD Technology" includes the VR Site.
      • "VR Site" means a VR website set up and designed by the Client (with the use of VD Technology tools), or by the Company for the Client, under this Agreement, which displays the applicable individual Property in VR technology and includes, inter alia, the Images and a dashboard with usage statistics.
    • The Services

      • Company's Services. The Client hereby engages the Company to perform certain services as an independent contractor, as further specified in Exhibit A hereto (the "Services" and the "SOW", respectively) and the Company hereby agrees to render the Services to the Client during the Term (as defined below) of this Agreement.
      • Client's Cooperation. The provision of the Services is subject to the Client's cooperation, as detailed in the SOW
      • VR Equipment. The use of the VR Site requires VR equipment (such as VR glasses and/or headsets). The Client acknowledges and agrees that such equipment is not provided in the scope of this Agreement.
      • No Guarantee. The Company cannot guarantee that it will be able to increase user engagement, conversion rates or Property bookings.
    • Consideration

      • In consideration for the performance of the Services, the Client will pay the Company during the Initial Term (as defined below) certain consideration in the amounts and according to the payment terms specified in the SOW (together, the "Consideration"). The Consideration may be changed by the Parties' consent in writing. Additionally, the Consideration may be changed by the Company at its sole discretion upon each Renewal (as defined below).
      • The Consideration will be invoiced by the Company on a monthly basis, and payment of the Consideration will be due within thirty (30) days of delivery of the applicable invoice. The Parties agree that all past due amounts under this Agreement shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.
      • All payments under the Agreement are exclusive of taxes applicable to the provision of the Services. The Client shall bear all value added, state, local, withholding, and other taxes or other charges applicable to this Agreement (but not any taxes based upon the Company’s net income). The Client will pay any such taxes or charges no later than t hirty (30) days after the Client’s receipt of proper bills or statements from the Company or the taxing authorities. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, Client shall gross-up the payment under this Agreement by such amount as shall ensure that after such withholding or deduction the Company shall have received an amount equal to the payment otherwise required.
    • Term and Termination

      • This Agreement shall commence on the Acceptance Date and shall remain in effect for a one (1) year period (the "Initial Term"). Thereafter, this Agreement will renew automatically for additional one (1) year periods (each, a "Renewal"), unless a Party gives the other Party at least thirty (30) days' prior written notice of its intention not to renew the Agreement (the Initial Term and any Renewals thereof shall be collectively referred to herein as the "Term").
      • The Client shall have the right to terminate this Agreement for cause as a result of the material failure of the Company to perform under this Agreement and to remedy such failure within thirty (30) days after written notice of such failure is given by the Client.
      • The Company shall have the right to terminate this Agreement for cause as a result of the material failure of the Client to perform under this Agreement and to remedy such failure within ten (10) days after written notice of such failure is given by the Company.
      • In the event that either Party becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared, the other Party shall have the right to immediately terminate this Agreement.
      • Upon termination or expiration of this Agreement: (i) the Company will discontinue the provision of Services hereunder and the Client shall no longer have access to the Company's VR tools; (ii) any sums paid by the Client until the date of termination are non-refundable, and the Client shall not be relieved of its duty to discharge in full all due sums owed to the Company under this Agreement until the date of termination or expiration hereof, which sums shall become immediately due and payable on the date of termination or expiration the Agreement; and (iii) if applicable, the Client may exercise its right under Section 5.h.
      • Any provision of this Agreement which by its nature and content survives termination or expiration shall survive termination or expiration of this Agreement.
    • Intellectual Property Rights

      • Client IP. As between the Parties, the Property Site and any data provided by the Client to the Company for inclusion in the VR Site are exclusively owned by the Client.
      • Company IP. The VD Technology (including the Company's Images) is exclusively owned by the Company. The VD Technology is used by the Company in providing the Services and may be embedded in the VR Site. Therefore the VR Site, its code, any works of authorship and assets included therein, any derivatives thereof and any Intellectual Property Rights therein or related thereto are exclusively owned by the Company.
      • License to VR Site. Subject to the terms and conditions of this Agreement and the payment of the Consideration, the Company hereby grants the Client, and the Client accepts, a perpetual, non-exclusive, non-sublicensable, non-transferable license to display and make available the VR Site as a subdomain of the applicable Property Site, solely for the purpose of presenting and showcasing the applicable Property to users in VR technology.
      • License to VD Technology Tools. Subject to the terms and conditions of this Agreement and the payment of the Consideration, the Company hereby grants the Client, and the Client accepts, during the Term, a limited, non-exclusive, non-sublicensable, non-transferable license to use certain VD Technology tools in order to build or design the VR Site, and connect it as a subdomain of the applicable Property Site, and for no other purposes.
      • Use Restrictions. Except as explicitly permitted herein, without the prior written consent of the Company, the Client may not, nor permit anyone else to, directly or indirectly: (i) use, modify, revise, enhance, incorporate into or with other software, or create a derivative work of any part of the VD Technology; (ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share its rights under this Agreement with or to any third party; (iii) copy, distribute, publish or reproduce the VD Technology; (iv) use or permit the VD Technology to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise; (v) disclose, publish or otherwise make publicly available the results of any benchmarking of the VR Site, or use such results for your own competing software development activities; (vi) disassemble, decompile, reverse engineer, or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the VD Technology, except to the extent otherwise permitted under applicable law in the jurisdiction of use, notwithstanding this prohibition; (vii) remove or otherwise alter any of the Company's trademarks, logos, copyrights or other proprietary notices or indicia, if any, fixed or attached to the VD Technology; (viii) ship, transfer or export the VD Technology into any country, make available or use it in any manner which is in violation of applicable export control laws, restrictions or regulations; (ix) disclose, provide or otherwise make available trade secrets contained within the VD Technology in any form to any third party; and/or (x) use the VD Technology in violation of applicable laws, or in a manner which infringes third party rights (including without limitation, Intellectual Property Rights or privacy rights).
      • Analytics Ownership. The Company may collect, disclose, publish and use in any other manner any anonymous and non-identifiable information which is derived from the use of the VR Site, in order to provide and improve Company's programs and services and for any legitimate business purposes. The Company shall remain the exclusive owner of any such information.
      • Feedback. If Client contacts the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the VR Site (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, worldwide royalty-free and perpetual license to use or incorporate such Feedback into the VD Technology, VR Site and/or other current or future products or services of the Company (without client's approval and without compensation to Client).
      • Company Images. If this Agreement terminates after the Initial Period, for any reason other than the Client's breach under Section 4.c, the Client shall have the option to purchase a non-exclusive, non-transferable, non-sublicensable, perpetual license to use the Company's Images as a standalone, for any commercial or non-commercial purposes, for a price specified in the SOW. In such event, the license to the VR Site under Section 5.c shall be fully revoked and terminated (i.e. the Client shall have no right or license thereto).
    • Indemnification

      The Client agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from or related to (a) any unauthorized use of the VD Technology, the Company's Images or the VR Site under this Agreement; (b) the Client's Images, including any actual or alleged infringement of third party intellectual property rights by nature of their use by the Company or the Client in building the VR Site; and/or (c) Client's breach of his/her warranties hereunder, including the Client's misrepresentation or fraud.

    • Warranty Disclaimer

      TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) THE SERVICES (INCLUDING THE VD TECHNOLOGY AND THE VR SITE) ARE PROVIDED ON AN “AS IS” BASIS; AND THE COMPANY DOES NOT WARRANT THAT THEY WILL MEET CLIENT'S REQUIREMENTS OR THAT THEIR OPERATION WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS; (B) COMPANY HERBY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

    • Limitation of Liability

      • THE COMPANY AND ITS LICENSORS, AFFILIATES, DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, AND/OR RELATED TO, ANY USE OF OR INABILITY TO USE THE SERVICES (INCLUDING THE VR SITE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      • IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IF THE COMPANY, ITS LICENSORS, AFFILIATES, DISTRIBUTORS AND/OR RESELLERS ARE FOUND TO BE LIABLE BY A FINAL JUDICIAL RULING THEN THEIR LIABILITY TO THE CLIENT OR TO ANY THIRD PARTY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE CLIENT'S USE OR INABILITY TO USE THE VR SITE OR THE SERVICES, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO THE COMPANY UNDER THE SOW IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
      • For clarity, all data and content (including their legality and accuracy) that are provided by the Client to the Company, as well as the results of their inclusion in the VR Site, are in the exclusive responsibility of the Client.
    • Miscellaneous

      (a) This Agreement (including the SOW) constitutes the full and entire understandings and agreements between the Parties with respect to the subject matter and replaces any previous oral or written agreement and/or communications between the Parties related to the Services; (b) this Agreement shall not be amended, modified or varied by any oral agreement or representation or otherwise then by written instrument executed by both Parties or their duly authorized representatives. Notwithstanding the foregoing, the Company may change the Consideration upon Renewal, as provided in the Agreement and the SOW; (c) no failure, delay or forbearance of either Party in exercising any power or right hereunder shall in any way restrict or diminish such Party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by either Party of any of the terms or conditions hereof; (d) Client may not assign its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign its rights or obligations under this Agreement without the prior written consent of the Client; (e) the laws of the State of Israel shall apply to this Agreement, without reference to principles relating to conflict of laws, and any disputes in relation hereto will be handled by the competent courts of the Tel Aviv district, Israel; and (f) notices may be delivered by personal/courier delivery, facsimile or e-mail. Notices delivered personally or by courier shall be deemed given upon delivery. Notices by facsimile or e-mail shall be deemed given upon the receiving Party's confirmation of receipt. For additional information, comments and correspondence, please contact customercare@vdroom-travel.com

    EXHIBIT A
    SOW

    • Company's Services:

      The Client may use the Company's VD Technology tools in order to build and design a VR Site for each Property. The Client may request the Company to provide certain Services in connection with the VR Site set-up:

      VR Site Setup by Company (Optional) which includes:
      • Filming Date. Filming ten (10) locations in one Property for the purpose of generating the Company's Images, on a date and time agreed between the Parties. The Client may order filming dates for several Properties. The Client may elect not to order filming services and to provide its proprietary Images to the Company for the purpose of performing the Services. Company Set-Up. The setup and design of up to ten (10) VR Sites (one website per Property). The VR Site will be added as a subdomain of the applicable Property Site. The Client will review the suggested VR Site and may ask the Company to perform changes to it within seven (7) business days following the delivery date. The VR Site will be deemed approved if no such requests are received within such period. The VR Site will go live within ten (10) business days following the date of the approval.
      • Property Promotion. Promoting the VR Site on various media (including tourism and booking platforms) and in search engines including VR search engines, inter alia, by adding SEO data for increasing the organic exposure of the Property Site.
      • Hosting. The VR Site(s) will be hosted on the Company's servers.
    • Client's Cooperation:

      The Client's reasonable cooperation is required with respect to certain matters:

      • Providing accurate data and content (including prices and discounts) to be displayed on the VR Site.
      • Permitting the integration of the VR Site as a subdomain, interfacing with the booking system of the Property and cross-checking user identities (e.g. by using standard cookies).
      • The Property's terms of use and privacy policy should also cover the data collection from the VR Site (e.g. visits, orders and other statistics). The Company will use the data only in order to perform the Services.