This is a legally binding agreement between (“you”) and Kinemagic, LLC, a Louisiana limited liability company (“Kinemagic”), regarding your use of the Stratus service during the term of your Subscription Period. “You” refers to the person bound by these Terms of Use and License (“Terms of Use”), whether that is a natural person who must be at least 18 years of age, or a business entity.  This agreement incorporates by reference Kinemagic’s Privacy Policy.

“Kinemagic” includes Kinemagic and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, other partners, employees and representatives.

 “You”, if a business entity versus a natural person, includes you and your subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, other partners, employees and representatives.

“Stratus” means the evolving, automated cloud-based platform powered by Kinemagic that allows customers to convert 3D assets to Virtual Reality (“VR”) experiences, and provides all of the capabilities described on the Kinemagic website www.kinemagic.com .

“Stratus service”, “our service” or “the service” means the personalized service provided by Kinemagic, including all features and functionalities, the website, and user interfaces, as well as the software associated with our service.

The term of your subscription (“Subscription Period”) shall be for the duration provided in your invoice.   Your subscription will begin upon Kinemagic’s receipt of your payment.

Payment for your subscription is due and payable upfront.  In any given month, if you exceed the number of users provided for in your subscription, Kinemagic will invoice you for each additional user for the term of the given month.  Your payment due date will be net 30 from the invoice date. Should you fail to make any payment due within 30 days of the payment due date, Kinemagic may suspend your subscription until all amounts due to Kinemagic are paid in full.  If you fail to make a payment within 60 days of the date that the payment is due, Kinemagic may immediately terminate your subscription.

During your Subscription Period, subject to your full compliance with these Terms of Use,  Kinemagic grants you a limited, non-exclusive, non-transferable right to access the Stratus service and your VR experiences (“Limited License”). Except for the foregoing, no right, title or interest in the Stratus services shall be transferred to you.

Likewise, your use of the Stratus services during your Subscription Period does not transfer any right, title, or interest in your data to Kinemagic.

You agree to use the Stratus service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or the content therein. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Stratus service; use any robot, spider, scraper or other automated means to access the Stratus service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Stratus service; insert any code or product or manipulate the content of the Stratus service in any way; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Stratus service, including any software viruses or any other computer code, files or programs. Kinemagic may terminate or restrict your use of our service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the service.

You are solely responsible for determining the need for and, if appropriate, obtaining any needed Third-Party clearance, consent, or release to use any Third-Party Intellectual Property in your 3D models or your VR experiences.  You will, prior to converting any 3D model into a VR Experience, determine the need for and, if appropriate, obtain any needed third-party clearance, consent, or release to use Third-Party Intellectual Property in your 3D models, and shall not use Status services to infringe any party’s Intellectual Property rights.

You agree to indemnify and hold Kinemagic and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, or arising out of your use of Third-Party Intellectual Property Rights.

Please refer to https://kinemagic.com/stratus-virtual-collaboration-software/ for the latest hardware and software requirements.

THE STRATUS SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE STRATUS SERVICE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. KINEMAGIC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE STRATUS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. KINEMAGIC SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF THE KINEMAGIC STRATUS PLUG-IN, STRATUS SOFTWARE, AND VR COMPATIBLE DEVICES AND HARDWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH OUR SERVICE).

KINEMAGIC disclaims all express or implied conditions, representations, and warranties of any kind regarding THE STRATUS SERVICES, including any implied warranty or condition of merchantability.

You assume all risk for any damage to your computer systems and network for any damage to your computer system by USING THE STRATUS SERVICES, including any damages resulting from computer viruses.

You agree and acknowledge that (i) nothing in the stratus services constitutes engineering or other professional design, (ii) Kinemagic is not providing the services as the basis for or in lieu of an engineering or other professional design, and (iii) YOU ARE NOT RELYING ON THE SERVICES as the basis for or in lieu of an engineering or other professional design.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL KINEMAGIC, OR ITS AFFILIATES OR ANY OF THEIR SHAREHOLDERS, MEMBERS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY, WRONGFUL DEATH, OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

Entire Agreement.  These Terms of Use constitute the entire agreement between you and Kinemagic relating to your free trial. Kinemagic does not otherwise offer any other changes, additions, variations, or additional signed forms related to this agreement. No modification to this agreement will be binding, unless in writing and signed by an authorized Kinemagic representative.

Material Breach.  You agree that any material breach of these Terms of Use by you will result in irreparable harm to Kinemagic for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Kinemagic will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Kinemagic seeks such an injunction.

Governing Law. This agreement is governed by Louisiana law, excluding conflict of law principles. Any action or proceeding arising out of or related to this agreement must be brought either in the 24th Judicial District Court for the Parish of Jefferson, State of Louisiana or the United States District Court for the Eastern District of Louisiana, and both parties irrevocably submit to the exclusive jurisdiction of such courts.

Notice. Any notice under this agreement shall be via email to support@kinemagic.com, provided that you receive an acknowledgement of your email from a Kinemagic representative within 5 business days. If no such acknowledgement of your email is received, notice must be in writing and delivered by mail to the following address.

Kinemagic

c/o Kinemagic Support

111 Veterans Memorial Boulevard

Suite 1530

Metairie, LA 70005

Assignment. Kinemagic may not assign its rights under this agreement without providing you notice, except in the case of a bankruptcy, merger, acquisition, sale of all or substantially all of Kinemagic’s assets to a subsequent owner or operator, or similar event. You may not assign your rights under this agreement without the prior written consent of Kinemagic, which will not be unreasonably withheld.

English. English is the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.