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TERMS OF SERVICE



VGIS PLATFORM AND VGIS ADMIN PORTAL


LAST REVISION DATE: 2022-04-19

IMPORTANT – READ CAREFULLY

Unless superseded by a signed license agreement between you and vGIS Inc.
(vGIS), vGIS is willing to provide vGIS Offerings and Services to you only if
you accept all terms and conditions contained in this Agreement as the sole and
final agreement of the parties regarding your acquisition of these vGIS
Offerings and Services. Please read the terms and conditions carefully. You may
not use the vGIS Offerings until you have agreed to the terms and conditions of
the Agreement. If you do not agree to the terms and conditions as stated, you
may not use or access vGIS Offerings and Services.

This Terms of Service Agreement (“Agreement“) is between you (“Customer“) and
vGIS, Inc. (“vGIS”), an Ontario corporation with a place of business at 238
Dunforest Ave, Toronto, ON M2N 4J9 Canada.

vGIS may, in its discretion, make changes to the Agreements. When material
changes to this Agreements are made, vGIS will provide Customer with prominent
notice as appropriate under the circumstances, e.g., by displaying a prominent
notice within the Service or by sending Customer an email. In some cases, vGIS
will notify Customer in advance, and Customer’s continued use of the Service
after the changes have been made will constitute acceptance of the changes. If
Customer does not wish to continue using the Service under the new version of
this Agreements, Customer may terminate the Agreements by contacting vGIS
representative.


1 DEFINITIONS AND DOCUMENTS


1.1 DEFINITIONS

Capitalized terms used but not defined within the sections of this Agreement
have the meanings given in the Glossary of Terms and Definitions incorporated in
Attachment-A in this Agreement under (the “Glossary of Terms and Definitions”).


1.2 OTHER TERMS

 1. The terms defined in this Article include the plural as well as the singular
    and the derivatives of such terms;
 2. Unless otherwise expressly stated, the words “herein,” “hereof,” and
    “hereunder” and other words of similar import refer to this Agreement as a
    whole and not to any particular Article, or sections;
 3. The words “include” and “including” shall not be construed as terms of
    limitation;
 4. Unless otherwise modified, the words “day,” “month,” and “year” mean,
    respectively, calendar day, calendar month and calendar year;
 5. The word “notice” and “notification” and their derivatives means notice or
    notification in writing.


1.3 CONTRACT ATTACHMENTS

This Agreement includes each of the following attached exhibits:

 1. Glossary of Terms and Definitions (Attachment A);
 2. Non-Disclosure Agreement (Attachment B);
 3. Renewal Schedule (Attachment C).


2 GENERAL GRANT OF RIGHTS AND RESTRICTIONS


2.1 GRANT OF RIGHTS

In consideration of Customer’s payment of all applicable fees and in accordance
with this Agreement, vGIS:

 1. Provides Licenses and Services for use and implementation of vGIS Offerings;
 2. Grants to Customer a nonexclusive, non-transferable right to use the vGIS
    Offerings as set forth in the applicable Ordering Documents.

The grants of rights in this section (i) continue for the duration of the
subscription or applicable Term or perpetually if no Term is applicable or
identified in the Ordering Documents and (ii) are subject to additional rights
and restrictions in this Agreement including Non-Disclosure Agreement.


2.2 RESERVATION OF RIGHTS

All vGIS Offerings are the copyrighted works of vGIS or its licensors. All
rights not specifically granted in this Agreement are reserved.


2.3 RESTRICTIONS

The Parties further acknowledge that the grants of rights in this section (i)
continue for the duration of the subscription identified in Term of Contract or
perpetually if no Term is applicable or identified in the Ordering Documents and
(ii) are subject to additional rights and restrictions in this Agreement
including Attachments.


2.4 TRIAL AND EVALUATION

vGIS products acquired under a Trial or Evaluation license or subscription or
under a Pilot program are intended for evaluation and testing purposes only and
have a limited Term of Subscription. Any commercial use not outlined in this
Agreement is strictly prohibited. If Customer does not convert to a purchased
license or subscription prior to the expiration of the evaluation term, Customer
may lose any Customer Content and customizations made during the evaluation
term.


2.5 CONSULTANT OR CONTRACTOR ACCESS

Customer may authorize its consultants or contractors to (i) host vGIS Offerings
for Customer’s benefit and (ii) use vGIS Offerings exclusively for Customer’s
benefit. Customer will be solely responsible for its consultants’ and
contractors’ compliance with this Agreement and will ensure that each consultant
or contractor discontinues use of the vGIS Offerings upon completion of work for
Customer. Access to or use of vGIS Offerings by consultants or contractors that
is not exclusively for Customer’s benefit is prohibited.


3 SOFTWARE


3.1 LICENSE TYPES

vGIS licenses Software under the Device License type. Customer may install and
use the Software on approved devices and the total number of devices equipped
with Software may not exceed the number of licenses acquired.


3.2 ONLINE SERVICES

vGIS provides access to Online Services subscriptions and Web Portal under the
following terms.

Named Users have unique, individual login credentials. Named Users have private
access to features and add-ons of Online Services that are not publicly
accessible to Anonymous Users.

Transfer of access between platforms. Customer may transfer licenses and
Value-Added Applications to approved mobile devices for use in conjunction with
Customer’s Online Services subscription and licenses.

Customer may not add third parties as Named Users to vGIS Web Portal and
Customer’s Online Services subscription for the purpose of allowing third
parties to access Customer’s Value-Added Applications.

Enable and Add new users and devices. Customer may enable Anonymous Users to
access Customer’s Value-Added Applications running under Customer’s own
subscription, subject to the following terms:

 1. Customer may not sell or charge for such access under subscription types
    that are outlines in this Agreement;
 2. Customer is responsible for all Service Credits consumed in Anonymous Users’
    use of Customer’s Value-Added Applications.


3.3 CUSTOMER’S RESPONSIBILITIES

Customer is solely responsible for the development and operation of Customer
Content and Value-Added Applications and for its Named Users’ compliance with
this Agreement. Customer and its Named Users or Anonymous Users (if applicable)
are the only persons authorized to access Online Services through Customer’s
subscription. Named Users’ login credentials are for designated Named Users only
and may not be shared with other individuals. Customer may assign former Named
Users’ login credentials to new Named Users if the former users no longer
require access to Online Services.

Customer must include attribution acknowledging that its application uses vGIS
Offerings, its Value-Added Applications, and Online Services, if attribution is
not automatically displayed using Online Services. Customer shall acquire
guidelines from vGIS for such attribution.


3.4 MODIFICATIONS OF ONLINE SERVICES BY VGIS

vGIS may change Online Services and associated APIs at any time, subject to a
thirty (30) notice of material changes and a hundred and eighty (180) notice for
deprecations. If any modification, discontinuation, or deprecation of Online
Services causes a material, adverse impact to Customer’s operations, vGIS may,
at its discretion, attempt to repair, correct, or provide a workaround for
Online Services. If a viable solution is not commercially reasonable, Customer
may cancel its subscription to Online Services, and vGIS will issue a prorated
refund.


3.5 CHANGE AND UPDATES CONTROL

Implementation of Change and Updates. vGIS shall schedule and implement all
Changes so as not to (i) disrupt or adversely impact the business or operations
of Customer, (ii) degrade the Services then being received by them.

Testing. Prior to making any Change or using any new (e.g., not tested in or for
the Customer environment) Software, or System to provide the Services that would
require Customer consent, vGIS shall verify by appropriate testing that the
Change or item is properly installed, operating in accordance with its
specifications, performing its intended functions in a reliable manner and
compatible with and capable of operating as part of the Customer environment. As
requested by vGIS, Customer shall participate in such testing.

Temporary Emergency Changes and Updates. Notwithstanding the foregoing, vGIS may
make temporary Changes required by an emergency, if it has been unable to
contact the Customer Project Executive to obtain approval. vGIS shall document
and report such emergency Changes to Customer within reasonable time frame after
the Change is made.


3.6 TECHNOLOGY EVOLUTION

vGIS Developed Advances. If vGIS develops or implements new or enhanced
processes, services, software, tools, products or methodologies to be offered to
its general customer base (collectively, “New Advances”), vGIS shall subject,
with any limitations under vGIS’s other agreements, offer Customer the
opportunity to access and implement such New Advances.


3.7 AZURE CLOUD SERVICES FAILURES

System failures to Microsoft Azure cloud or other events beyond vGIS’ reasonable
control may interrupt Customer’s access to Azure Cloud Services. vGIS may not be
able to provide an advance notice of such interruptions.


4 DATA


4.1 PERMITTED USES OF DATA

Unless otherwise authorized in writing, Customer may only use Data with the vGIS
Offerings which vGIS has provided.

vGIS does not acquire any rights in Customer data under this Agreement.


4.2 USE RESTRICTIONS

Customer may not act directly or authorize its customers to co-brand vGIS Data,
use the vGIS Data in any unauthorized service or product, or offer vGIS Data
through or on behalf of any third party.

Customer may not use or allow third parties to use vGIS Data for the purpose of
compiling, enhancing, verifying, supplementing, adding to, or deleting from
compilation of information that is sold, rented, published, furnished, or in any
manner provided to a third party.

Certain Data licensors require vGIS to flow down additional attribution
requirements and terms of use to Customer. These terms supplement and amend the
terms of this Agreement.


4.3 AZURE CLOUD SERVICES AND INFRASTRUCTURE

Storage, process, and maintenance. During the Term of this Agreement, Customer
hereby grants to vGIS and its subcontractors permission to use Customer Content
to support the provision of storage, process, and maintenance of Customer Data
within Azure Cloud Services and vGIS Infrastructure. Such permission shall
include, but not be limited to, the grant of rights and license to manipulate,
publish, distribute, and implement Customer Content within the managed
environment in any reasonable manner needed to support the provisions of this
Agreement.

Requirements Planning. It is Customer’s responsibility to plan for and address
with vGIS changes to Customer’s requirements, such as the need for additional
capacity, the update of an application or dataset, or increased level of system
availability.


4.4 RIGHTS OF CONTENT

Each party shall retain title to any content made or conceived solely by its
Inventors during the Term of this Agreement, including, but not limited to, such
content that vGIS’ solely make or conceive while providing technical assistance
pursuant to this Agreement.


4.5 SECURITY AND PRIVACY

vGIS will use commercially reasonable efforts to protect Customer data and
ensure that vGIS Offerings will not disclose Customer data to third-parties, or
transmit any malicious code to Customer.

vGIS is not responsible for data breaches or malicious code that Customer
introduces to vGIS Offerings or that is introduced through third-party Content.


4.6 CUSTOMER RESPONSIBILITY

Customer shall not provide Customer Content, otherwise access, or use vGIS Azure
Cloud Services, vGIS infrastructure, or vGIS Offerings in a manner that:

 1. Spams, spoofs, or phishing email; transmits junk email or offensive or
    defamatory material; or stalks or makes threats of physical harm;
 2. Stores or transmits any Malicious Code;
 3. Probes, scans, or tests the vulnerability of vGIS infrastructure, and Azure
    Cloud Services or breach any security or authentication measures used by
    vGIS Offerings; or
 4. Accesses vGIS Offerings for competitive analysis;
 5. Benchmarks the availability, performance, or functionality of vGIS Offerings
    for competitive purposes;
 6. Facilitates modification, reverse-engineering, or creating derivative works
    of any elements of vGIS Offerings.


5 TERM AND DURATION


5.1 INITIAL TERM

The initial Term of this Agreement shall commence as of Subscription
Commencement Date. Unless an Agreement end date (“End Date”) is explicitly
specified, Customer’s subscription will automatically renew at the end of the
subscription period. vGIS will provide Customer with a written notice and a
reminder of the Term of this Agreement four (4) weeks prior to the renewal date.
If Customer does not wish to continue using the Service under the new version of
this Agreements, Customer may terminate the Agreements by contacting vGIS
representative. The cancellation will take effect the day after the last day of
the current subscription period.


5.2 CHANGES

Any changes to Customer’s subscription can be deemed Subscription Downgrade or
Subscription Upgrade at the sole discretion of vGIS. vGIS will contact Customer
with a written notice two (2) weeks prior to the Subscription Downgrade or
Subscription Upgrade effective date.


5.3 SUBSCRIPTION UPGRADE

Changes that are deemed an Added value to the initial Terms of this Agreement
are considered upgrade changes (“Subscription Upgrade”). vGIS keeps the right to
identify a change as a Subscription Upgrade at this sole discretion.

Customer can request for a Subscription Upgrade at any time during the Initial
Term of this Agreement. The Parties shall thereafter negotiate in good faith
with respect to the terms and conditions upon which the Parties will renew this
Agreement and thereafter execute the Subscription Upgrade changes. Additional
fees and charges pertaining to the Subscription Upgrade will be calculated on
prorated basis.


5.4 SUBSCRIPTION DOWNGRADE

Changes that are deemed as Devaluation of the initial Terms of this Agreement
are considered Downgrade Changes (“Subscription Downgrade”). vGIS provides
Customer with two (2) timeframes during the contract for Subscription Downgrade
changes (“Terms Revision Period”) which include Subscription Downgrade, change
to Terms of this Agreement, or changes to the renewal term:

 1. First timeframe for change is set on January 1st of the calendar year
    (“First Terms Revision Period”);
 2. Second timeframe for contract change is set on July 1st of the calendar year
    (“Second Terms Revision Period”).

Customer shall request for a Subscription Downgrade two (2) weeks prior to the
Terms Revision Period. If Customer desires to make subscription changes to this
Agreement after the initial Term or any renewal Term, Customer shall provide
written notice to vGIS of its desire to do during each Terms Revision Period and
prior to the renewal of the contract. The Parties shall thereafter negotiate in
good faith with respect to the terms and conditions upon which the Parties will
renew this Agreement and thereafter execute such changes. The Subscription
Downgrade will take effect the day after the last day of the current
subscription period.


6 AGREEMENT TERMINATION


6.1 TERMINATION FOR CAUSE

A party may terminate this Agreement for cause (i) upon 30 days written notice
to the other party of a material breach if such breach remains uncured at the
expiration of such period, or (ii) if the other party becomes the subject of a
petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors.


6.2 TERMINATION WITHOUT A CAUSE

Customer may terminate this Agreement at any time upon thirty (30) days written
notice to vGIS and upon payment to vGIS of all amounts due to date pursuant to
this Agreement, including reasonable expenses incurred as a direct result of the
termination.


6.3 TERMINATION UPON CUSTOMER CHANGE OF CONTROL

vGIS may stop performing Services immediately upon written notice to Customer if
a bankruptcy or insolvency proceeding or assignment for the benefit of creditors
is commenced by or against Customer until the trustee cures any existing
defaults and provides adequate assurance of future performance under this
Agreement. This Agreement terminates upon the insolvency, liquidation, or
dissolution of either party.


6.4 TERMINATION CHARGES

If this Agreement is terminated by vGIS, vGIS will refund Customer any prepaid
fees covering the remainder of the term after the effective date of termination.

If this Agreement is terminated by Customer in accordance with Section 6
(Agreement Termination) and subsection 6.2 (Termination without a Cause),
Customer will pay any unpaid fees covering the remainder of the term of all Task
Order Forms and reasonable expenses incurred as a direct result of the
termination. In no event will termination relieve Customer of its obligation to
pay any fees payable to vGIS for the period prior to the effective date of
termination.


6.5 TERMINATION RESPONSIBILITIES

Upon any termination of a license or subscription, Customer will:

 1. Stop accessing and using the terminated vGIS Offerings;
 2. Clear any client-side data cache derived from the terminated Cloud Services;
    and
 3. Stop using and uninstall, remove, and destroy all copies of affected vGIS
    Offerings in Customer’s possession or control, including any modified or
    merged portions thereof, in any form.


7 CHARGES


7.1 GENERAL

Subscription Fees, Support Fees, Subscription Charges fees, Other Fees, updates
to vGIS Offerings, and new or additional Services will be published four (4)
weeks prior to the next scheduled renewal date. If Customer does not wish to
continue using the Service under the new fee structure, Customer may terminate
the Agreements by contacting vGIS representative.

Compensation and Expenses. vGIS will invoice Customer for the one-time setup fee
upon Statement of Work execution. Thereafter, vGIS will invoice Customer
according to Subscription and Support Agreement.

Customizations and out-of-scope charges. vGIS shall invoice Customer for all
customizations and out-of-scope charges at the end of each calendar month. vGIS
shall provide break-down of hours spent on customizations and out-of-scope
activities.

Incidental Expenses. vGIS acknowledges that, except as expressly provided
otherwise in this Agreement, expenses that vGIS incurs in performing the
Services (including management, document reproduction and shipping, office
Equipment required by vGIS Personnel, and long-distance telephone) are included
in vGIS’ charges and rates set forth in this Agreement.


8 INVOICING AND PAYMENT


8.1 INVOICING AND PAYMENT

Fees. Customer is responsible for payment of all fees specified in Statement of
Work or other Purchase Agreement signed by parties. Except as otherwise
specified herein:

 1. Fees are based on Services and Content subscriptions purchased and not
    actual usage;
 2. Payment obligations are non-cancelable and fees paid are non-refundable; and
 3. Quantities of licenses and the type of subscription purchased cannot be
    decreased during the relevant subscription term.

Payment method. vGIS will invoice Customer in advance and otherwise in
accordance with the relevant Order Form according to subsection 6.1.d (invoice
schedule). Acceptable payment methods for vGIS Offerings include:

 1. Credit card;
 2. Wire transfer; and
 3. Cheques.

By providing credit card information to vGIS, Customer authorizes vGIS to charge
such credit card for all purchased Services.

Payment Terms. Customer shall pay all license subscription and Support fees in
advance, either annually or in accordance with any different billing frequency
stated in the posted Renewal Schedule. Unless otherwise stated in the Statement
of Work, invoiced charges are due next 30 days from the invoice date and will
remit payment to the vGIS address stated on the invoice. Customer is responsible
for providing complete and accurate billing and contact information to vGIS and
notifying vGIS of any changes to such information.

Overdue Charges and Interest. If any invoiced amount is not received by vGIS by
the due date, then without limiting vGIS rights or remedies, (a) those charges
may accrue late interest at the rate of 1.5% of the outstanding balance per
month, or the maximum rate permitted by law, whichever is lower, and/or (b) vGIS
may condition future subscription renewals and Order Forms on future payment
terms.

Suspension of Services and Acceleration of Payment. If any amount owing by
Customer under this or any other agreement for vGIS services is 30 or more days
overdue, vGIS may, without limiting its other rights and remedies, accelerate
Customer unpaid fee obligations under such agreements so that all such
obligations become immediately due and payable, and suspend vGIS services to
Customer until such amounts are paid in full.


8.2 DISPUTED CHARGES

Notice of Dispute. vGIS will not exercise vGIS rights under Section 8.1 (Overdue
Charges and Suspension of Service and Acceleration) above if Customer is
disputing the applicable charges reasonably and in good faith and are
cooperating diligently to resolve the dispute.

Continued Performance. Each Party agrees to continue performing its obligations
under this Agreement while any dispute is being resolved unless and until such
obligations are terminated by the termination or expiration of this Agreement.





9 MAINTENANCE AND SUPPORT

vGIS will provide Support and Maintenance for vGIS Offerings and Online Services
in accordance with the vGIS Maintenance and Support Program, this Agreement, and
supplemented Purchase of Support and Services agreement.

Maintenance services. vGIS shall maintain the Software (and its associated
equipment) so that they operate substantially in accordance with the Service
Levels and their specifications, including: (i) maintaining software and
products in good operating condition, and (ii) performing Software maintenance
in accordance with the applicable Software supplier’s documentation,
recommendations and requirements.

Excluded from maintenance. Customer shall be responsible for maintaining
Equipment and Software for which Customer has financial responsibility in
working order. Customer shall enter into or maintain in effect commercially
reasonable and appropriate maintenance agreements with applicable Third-Party
(e.g., Microsoft, Apple, etc.) that are reasonably adequate to allow vGIS to
provide its Services.

Hardware damages. vGIS shall not be responsible for (i) any damages inflicted to
device before, during, or after Effective Date or during the term of this
Agreement; (ii) breakage of the device before or during exploitation, testing;
(iii) reduced performance of the vGIS software that is caused by the Customer’s
equipment failure.


10 TRAINING

Included Services. vGIS provides Training Materials for Training purposes only
and for the exclusive use of the Customer and its End Users who attend the
training sessions for which the Training Materials are provided.

Ownership. Each party shall retain title to any content made or provided by that
party for the purposes of training.


11 LIABILITY


11.1 FORCE MAJEURE

General. A party will not be liable for any failure of or delay in the
performance of this Agreement for the period that such failure or delay is due
to causes beyond the party’s reasonable control. Such causes may include, but
are not limited to, acts of God, war, strikes, labor disputes, cyber attacks,
laws, regulations, government orders, or any other force majeure event.

Duration and Notification. In the event of a force majeure event the
non-performing Party shall be excused from further performance or observance of
the obligation(s) that are affected for as long as such circumstances prevail
and such Party continues to use commercially reasonable efforts to recommence
performance or observance whenever and to whatever extent possible without
delay.

Notice. Any Party that its performance is prevented, hindered or delayed due to
force majeure, shall, as quickly as practicable under the circumstances, notify
the Party to whom (s)performance is and describe at a reasonable level of detail
the circumstances of the force majeure event, the steps being taken to address
such force majeure event.

Disaster Recovery. Upon the occurrence of a force majeure event that constitutes
a disaster, both parties shall implement promptly, as appropriate, a disaster
recovery plan and provide disaster recovery services.


11.2 LIMITATION OF LIABILITY

vGIS, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO
WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO USE OF
THE SERVICES. USE OF THE SERVICES IS AT A CUSTOMER’S OWN RISK AND THAT vGIS
PROVIDES THE SERVICES ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.”
vGIS DOESN’T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM
THE SERVICES. To the extent permitted under a Customer’s local law, vGIS
excludes any implied warranties, including for merchantability, satisfactory
quality, fitness for a particular purpose, workmanlike effort, and
non-infringement. You may have certain rights under your local law. Nothing in
this Agreement is intended to affect those rights, if they are applicable.
THE CUSTOMER acknowledges that computer and telecommunications systems are not
fault-free and occasional periods of downtime occur. vGIS does not guarantee the
services will be uninterrupted, timely, secure, or error-free or that CONTENT
loss won’t occur.

vGIS shall not be liable to Customer for:

 1. Personal injury or bodily harm or death incurred during performing of its
    responsibilities;
 2. Customer property and equipment damage incurred during the Term of this
    Agreement in the process of vGIS performance of its responsibilities, or as
    a result of use of vGIS Offerings;
 3. Breach of data security and confidentiality in addition to vGIS Offerings,
    due to introduction of malicious software (whether by Customer or by Third
    Party), hacker attacks, and any or all other forms of breach of data;
 4. vGIS is not responsible for any third-party website or Third-Party Content
    that appears in or is referenced by vGIS Offerings or vGIS websites,
    including www.vGIS.io and www.Meemim.com. Providing links to third-party
    websites and resources does not imply an endorsement, affiliation, or
    sponsorship of any kind.


11.3 NO IMPLIED WAIVERS

The failure of either party to enforce any provision of this Agreement is not a
waiver of the provisions or of the right of such party thereafter to enforce
that or any other provision.


11.4 CLASS ACTION WAIVER

Any proceedings to resolve or litigate any dispute in any forum will be
conducted solely on an individual basis. Neither Customers nor vGIS will seek to
have any dispute heard as a class action, private attorney general action, or in
any other proceeding in which either party acts or proposes to act in a
representative capacity. No arbitration or other proceeding will be combined
with another without the prior written consent of all parties to all affected
arbitration or proceedings.


11.5 SURVIVAL

All sections of this Agreement that by their terms apply after it ends will
survive any termination or cancellation of this Agreement.


11.6 ASSIGNMENT AND TRANSFER

vGIS may assign this Agreement, in whole or in part, at any time without notice
to the Customer. The Customer may not assign this Agreement or transfer any
rights to use the Services.


11.7 NO THIRD-PARTY BENEFICIARIES

This Agreement is solely for the Customer’s and vGIS’ benefit. It isn’t for the
benefit of any other person, except for vGIS’ successors and assigns.


11.8 WAIVER OF NON-COMPETITION PROVISION

If the Customer is a direct competitor of the Services, the Customer is allowed
to access and use the Services subject to the terms and conditions of this
Agreement. By doing so, the Customer agrees to waive as against vGIS, its
subsidiaries and its affiliated companies (including prospectively) any
competitive use, access, and bench-marking test restrictions in the terms of use
governing the Customer’s service offering to the extent that the terms of use
are, or purport to be, more restrictive than vGIS’ terms. If the Customer does
not waive any such purported restrictions in the terms of use governing their
service, the Customer is not allowed to access or use the Services, and should
not do so.


11.9 INDEMNIFICATION

The Customer shall defend, indemnify, and hold harmless vGIS from and against
any claims, actions or demands, including without limitation reasonable legal
and accounting fees, arising or resulting from Customer’s breach of this
Agreement, any of Customer’s Content, or Customer’s use or misuse of the
Services. vGIS shall provide notice to Customer of any such claim, suit or
demand. vGIS reserves the right to conduct the exclusive defense and control of
any matter that is subject to indemnification under this section. In such case,
Customer agree to cooperate with any reasonable requests assisting vGIS’ defense
of such matters.


11.10 GOVERNING LAW

The Province of Ontario and the federal laws of Canada govern this Agreement
without regard to its conflicts of laws provisions. Customer agrees to the
exclusive jurisdiction of the Province of Ontario. vGIS does not represent that
the Services are appropriate or available for use in all countries. Customer is
accessing the Services on Customer’s own initiative and Customer are responsible
for compliance with all applicable laws.


11.12 COPYRIGHT AND TRADEMARK NOTICES

All portions of the Services are Copyright © 2016 vGIS Inc. and/or its
suppliers. All rights reserved.

All other trademarks are the property of their respective owners.




ATTACHMENT A – GLOSSARY OF DEFINITIONS

This Glossary of Definitions is a part of and incorporated within the Master
Agreement between Customer and vGIS.

“Account Executive” shall describe the vGIS representative responsible for both
the day to day relationship with Customer as well as the delivery of all
Services to Customer.

“Affiliate” means with respect to any Entity, any other Entity that is directly
or indirectly Controls, is Controlled by or under common Control with such
Entity at the time in question.

“Agreement” has the meaning given in the preamble to this Agreement.

“Anonymous User” means an individual accessing the Services provided by vGIS
that do not require authentication.

“Applications Software” or “Applications” means those software application
programs and programming (and all modifications, replacements, Upgrades,
enhancements, documentation, materials, media, and on-line help documentation
and tools.

“Authorized Device(s)” means, unless otherwise indicated, vGIS-approved device
that is designated by Customer to receive Software.

“Authorized User(s)” means, unless otherwise indicated, officers, directors,
employees, contractors, and agents of Customer and any other person(s)
designated by Customer to receive or use the Systems or Services provided by
vGIS.

“Business Day(s)” means Monday through Friday, except for holidays recognized by
vGIS.

“Business Hours” means 9 am to 6 pm Eastern Time local time.

“Calls” means problems, questions, or requests from Authorized Users submitted
to vGIS by telephone.

“Charges” means the amounts set forth in, or calculated pursuant to, or
otherwise set forth in the Agreement as charges due to the vGIS in return for
providing the Services.

“Commencement Date” means date as the Parties may agree upon in writing as the
date on which vGIS will assume responsibility for the performance of Services
under this Agreement.

“Control” (including the correlative meanings of the terms “controlled by” and
“under common control with”), as used with respect to any Entity, means the
possession, directly or indirectly, of the power to direct or cause the
direction of management and policies of such Entity by virtue of: (a) the
ownership or direction of voting securities of the Entity; (b) a written
agreement or trust instrument; or (c) being the general partner or Controlling
the general partner of the Entity.

“Customization” means, with respect to Software, deliverables to be designed,
developed, delivered, integrated, installed and/or tested by vGIS, the
technical, design and/or functional specifications set forth in third party
vendor documentation, in a New Services or Project description requested and/or
approved by Customer, or otherwise agreed upon in writing by the Parties.

“Customer Data” means any data or information of Customer that is provided to or
obtained by vGIS in connection with the negotiation and execution of this
Agreement or the performance of vGIS’ obligations under this Agreement,
including data and information with respect to the mapping system, GIS data,
location of facilities, regulatory compliance, assets of Customer.

“Customer Owned Software” means Software owned by Customer, a Customer Affiliate
or an Eligible Recipient and used, operated, maintained or supported by or on
behalf of vGIS under or in connection with this Agreement.

“Data” means all information that Customer links to, submits or collects via
vGIS Offerings. Data does not include vGIS content.

“Data Center” means vGIS’ Technology Center or such other vGIS data center from
which vGIS performs the Services.

“Documentation” includes, but is not limited to, vGIS’ current user operating
instructions, training materials, release notes and installation guides
generally provided via electronic download with the Software to Customer.

“Effective Date” has the meaning given in the preamble to this Agreement.

“Eligible Recipients” means, collectively, and to the extent such Entity is
receiving Services under this Agreement, including Customer and its legal
recipient of vGIS license and services.

“Entity” means a corporation, partnership, joint venture, trust, limited
liability company, limited liability partnership, association or other
organization or entity.

“Error” means either: (a) a failure of the Software to conform to the
specifications set forth in the Documentation, resulting in the inability to
use, or restriction in the use of, the Software; and/or (b) a problem requiring
new procedures, clarifications, additional information and/or requests for
product enhancements.

“Help Desk” means the vGIS facilities, associated technologies, and vGIS
Personnel who respond to Calls, provide proactive and reactive problem
determination, resolution and/or tracking, and act as a single point of contact
for Authorized Users in regard to the Services.

“Laws” means all federal, state, provincial, regional, territorial and local
laws, statutes, ordinances, regulations, rules, executive orders, supervisory
requirements, directives, circulars, opinions, interpretive letters and other
official releases of or by any government, or any authority, department or
agency thereof or self regulatory organization (“SRO”).

“Level 1 Support” means support that is provided as the entry point for
inquiries or problem reports from Authorized Users. If Level 1 personnel cannot
resolve the inquiry or problem, the inquiry or problem is directed to the
appropriate Level 2 personnel or third party for resolution.

“Level 2 Support” means support that serves as a consolidation point for
inquiries and problems between Level 1 and Level 3. If Level 2 personnel cannot
resolve the inquiry or problem, the inquiry or problem is directed to the
appropriate Level 3 personnel or third party for resolution.

“Level 3 Support” means support provided by the personnel or third party that is
most knowledgeable about the underlying problem or question and is utilized when
efforts to resolve the problem or question by Level 1 and Level 2 Support have
failed or are bypassed. Inquiries or problems are usually reported by Level 1 or
Level 2 support personnel, but may be initiated directly by Authorized Users or
vGIS.

“License” means the permitted type and quantity of equipment, locations, users
and workloads, as applicable, for the use of the Service, as specified in an
Ordering Document.

“Malicious Code” means any unauthorized code.

“Named User” is defined as an individual authorized by Customer to use the
Services regardless of whether the individual is actively using the Services at
any given time. Each Named User is assigned a unique user name and password in
order to access and use the Services.

“New Services” means new services or significant changes to existing Services.

“Online Services” means all of vGIS’ web-based applications, tools and platforms
that Customer is authorized to use under this Agreement, and are developed,
operated, and maintained by vGIS Inc., accessible via www.vGIS.io,
vgis.meemim.com or another designated URL.

“Ordering Documents” means the vGIS-approved form or online subscription process
by which Customer agrees to subscribe to the Service and purchase Customization
services.

“Out-of-Pocket Expenses” means reasonable, demonstrable and actual out-of-pocket
expenses due and payable to a third party by vGIS for which vGIS is entitled to
be reimbursed by Customer under this Agreement.

“Party” or “Parties” has the meaning given in Preamble of this Agreement.

“Prime Rate” means the “Prime Rate” set forth in the “Money Rates” table in The
Wall Street Journal as of the applicable date of calculation.

“Problem Ticket” means a ticket entered into vGIS’ Problem Ticket Tracking
System in response to a Call, a Service Request or other agreed to means of
accessing the Help Desk.

“Service Level(s)” means, individually and collectively, the quantitative
performance standards for the Services set forth in or otherwise provided for
pursuant to this Agreement.

“Service Request” means a request to provide Services and in the form agreed to
in the Policy and Procedures Manual.

“Service” or “Value-Added Applications” or “vGIS Offerings” means all of vGIS’
mobile, web-based and other applications, tools and platforms that Customer is
authorized to use under this Agreement or that vGIS otherwise makes available to
Customer, and are developed, operated, and maintained by vGIS Inc., accessible
via mobile apps, www.vGIS.io, vgis.meemim.com or another designated URL, and any
ancillary products and services.

“Severity Level” means Severity Level 1, Severity Level 2, or Severity Level 3,
either collectively or separately.

“Severity Level 1” means a system or a business outage impacting (i) performance
of vGIS Offerings, (ii) immediate work stoppage that threatens current
productivity of a more than five (5) Authorized Devices and no workaround
exists.

“Severity Level 2” means a high-impact problem where business operation of
Customer while using vGIS Offerings can continue, but in an impaired fashion.
The problem has productivity impact without causing immediate work stoppage
(i.e., a workaround is available).

“Severity Level 3” means (i) an issue requiring ultimate, but not immediate,
resolution; (ii) an issue that has a limited business impact.

“Software” means all software programs and programming for which a Party is
financially or operationally responsible for use as of the Effective Date,
including software programs.

“Systems Software” means the operating systems Software for the Equipment and
middleware that operates in conjunction with such Software.

“Subscription Upgrade” has the meaning given in Section 5.3 of this Agreement.

“Subscription Downgrade” has the meaning given in Section 5.4 of this Agreement.

“Terms Revision Period” has the meaning given in Section 5.4 of this Agreement.

“Update” means either a Software modification or addition that, when made or
added to the Software, corrects the Error, or a procedure or routine that, when
observed in the regular operation of the Software, eliminates the practical
adverse effect of the Error on Customer.

“Upgrade” means a revision of the Software released by vGIS to its end user
customers generally, during the Support Services Term, to add new and different
functions or to increase the capacity of the Software. Upgrade does not include
the release of a new product or added features for which there may be a separate
charge.

“Term” means the time and duration given in the Agreement.

“Termination Charge” means the termination charges payable by Customer upon
termination pursuant to vGIS Offerings or elsewhere in this Agreement.

“Third Party Contracts” means all agreements between third parties and Customer,
an Eligible Recipient or vGIS (or vGIS’ Subcontractors or Affiliates) that have
been or will be used to provide the Services to Customer to the extent a Party
has financial or operational responsibility for such contracts under this
Agreement.

“Third Party Software” means all Software products (and all modifications,
replacements, Upgrades, enhancements, documentation, materials and media related
thereto) that are provided under license or lease to vGIS or Customer that have
been or will be used to provide or receive the Services to the extent a Party
has financial or operational responsibility for such Software.

“WEB Portal” means a graphical user interface for an information system accessed
by a user via the internet or an intranet.





ATTACHMENT B – MUTUAL NON-DISCLOSURE AGREEMENT

This MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is made effective as of
December 28, 2017  (the “Effective Date”) by and between you and the company you
represent or work on behalf of and vGIS Inc., 238 Dunforest Avenue, Toronto, ON
M2N 4J9.


 DEFINITIONS

 1. “Affiliate” shall mean an entity that controls a party hereto, an entity
    that is controlled by a party hereto, or an entity controlled by another
    entity that controls a party hereto, provided that, for purposes of this
    definition, “to control” means to have direct or indirect ownership of more
    than fifty percent (50%) of the outstanding shares or equity of an entity.
 2. “Confidential Information” shall mean (a) know-how, trade secrets, tools,
    methods, methodologies, techniques, designs, specifications, computer source
    code, customer lists, pricing information, marketing plans, personnel
    information, financial information and business strategies, (b) other
    information that, a reasonable person would conclude, is intended to remain
    confidential, due to its nature or the circumstances under which it is
    disclosed, (c) any other non-public information that either party designates
    as confidential pursuant to the terms herein, and (d) any and all such
    information of an Affiliate or other third party (including but not limited
    to any licensor, licensee, or client of a party hereto) that may be
    disclosed or furnished to Receiving Party, or accessed by Receiving Party.
 3. “Disclosing Party” shall mean a party hereto, as well as any Affiliate of
    such party that discloses or furnishes Confidential Information to Receiving
    Party, or provides or allows Receiving Party access to Confidential
    Information, either directly or through another party.
 4. “Receiving Party” shall mean a party hereto, as well as any Affiliate of
    such party that receives or accesses Confidential Information of Disclosing
    Party.


 AGREEMENT

 1.  In consideration of the mutual obligations herein, each of the parties may
     disclose to the other various Confidential Information, subject to the
     terms of this Agreement.
 2.  Disclosing Party may designate specific materials and information as
     Confidential Information, except materials or information that Disclosing
     Party does not, in good faith, consider to be proprietary or confidential.
     The absence of any such designation shall not relieve Receiving Party of
     any obligation hereunder.
 3.  Receiving Party shall maintain the secrecy and confidentiality of all
     Confidential Information of Disclosing Party with the same care that
     applies to Receiving Party’s own confidential materials and information,
     but in any event using reasonable care.
 4.  Receiving Party may disclose Confidential Information of Disclosing Party
     only for purposes of the joint activity of the parties and only to the
     employees and contractors of Receiving Party and any Affiliate of Receiving
     Party who have a need to know, provided that each such employee has
     previously been advised of the confidential nature of such Confidential
     Information, and each such contractor has agreed in writing to be bound by
     an obligation of confidentiality no less protective of such Confidential
     Information than the terms herein. Each party to this Agreement shall cause
     each Affiliate of such party that becomes a Receiving Party hereunder to
     comply with the provisions of this Agreement.
 5.  Nothing in this Agreement shall be construed to grant to Receiving Party
     any title, ownership, intellectual property right or license in the
     Confidential Information of Disclosing Party and Receiving Party
     acknowledges that it does not acquire any such title, ownership,
     intellectual property right or license under this Agreement. Nothing in
     this Agreement shall be construed as an obligation of either party to enter
     into a contract, subcontract or other business relationship with the other
     party.
 6.  Receiving Party shall not publicly distribute evaluations or summaries of
     Confidential Information of Disclosing Party without written authorization
     of Disclosing Party. Any such authorization may be conditioned upon the
     inclusion of copyright notices or other appropriate markings in the
     evaluations or summaries.
 7.  Receiving Party shall not use Disclosed Information to engage in any
     employment, consulting, or other activity that competes with the business,
     proposed business or business interests of Disclosing Party, copy,
     reproduce, reverse engineer, disassemble or decompile any prototypes,
     software or other tangible objects which embody the Disclosing Party’s
     Confidential Information, use Confidential Information to enhance Receiving
     Party’s products, and Receiving Party will not assist any other person or
     entity in doing so, without Disclosing Party’s prior written consent.
 8.  Receiving Party has no obligation with respect to any Confidential
     Information of Disclosing Party that: (a) was rightfully in Receiving
     Party’s possession before receipt from Disclosing Party other than through
     prior disclosure by Disclosing Party; or (b) is or becomes publicly
     available without a breach of this Agreement; or (c) is rightfully received
     by Receiving Party from a third party without an obligation of
     confidentiality; or (d) is independently developed by Receiving Party
     without the use of Confidential Information of Disclosing Party. Receiving
     Party shall have the right to disclose Confidential Information of
     Disclosing Party pursuant to a court order, governmental regulation or
     other legal requirement, provided that, prior to any such disclosure,
     Receiving Party gives Disclosing Party notice and a reasonable opportunity
     to oppose or limit disclosure.
 9.  This Agreement may be terminated by either party upon thirty (30) days
     written notice. Termination of this Agreement for any reason shall not
     relieve Receiving Party of its obligations hereunder, and all obligations
     under Articles 3, 4, 6, 7, 8, and 9 shall survive termination of this
     Agreement for a period of three (3) years.
 10. Except as otherwise expressly agreed by the parties in writing, upon
     termination of this Agreement, Receiving Party shall (a) immediately cease
     using Confidential Information of Disclosing Party, (b) promptly return to
     Disclosing Party or, with the consent of Disclosing Party, destroy all
     media received from Disclosing Party that contain Confidential Information
     of Disclosing Party, (c) destroy all other copies of Disclosing Party’s
     Confidential Information in Receiving Party’s possession or control, and
     (d) promptly certify in writing Receiving Party’s compliance with the terms
     of this Article.
 11. In the event that Receiving Party breaches this Agreement, damages may not
     provide an adequate remedy for Disclosing Party. Therefore, the parties
     acknowledge that, in the event of a breach or threat of breach, Disclosing
     Party may be entitled to injunctive relief, in addition to any other relief
     available at law or in equity.
 12. This Agreement states the entire understanding of the parties with respect
     to the exchange and protection of Confidential Information, superseding all
     prior agreements with respect thereto.
 13. This Agreement is governed by the laws of the Province of Ontario without
     giving effect to its conflict of laws provisions and is treated in all
     respects as an Ontario contract.

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