(a) DragonVR may but is not obligated to create an account on the Client’s behalf to facilitate the provision of support and/or communication with the Client.
(b) The Client will take reasonable steps to ensure that its account is secure from unauthorised access.
(c) The Client is solely responsible for:
(i) keeping any usernames and passwords associated with its account for the Hosted Services and/or Software secure;
(ii) the use of its account, irrespective of who is using it, even if it is used without the Client’s permission; and
(iii) immediately notifying DragonVR if the Client becomes aware of any actual or suspected compromise or breach of security in relation to the Client’s account credentials.
(d) If DragonVR become aware of any suspicious or unauthorised activity or access on the Client’s account, DragonVR may:
(i) suspend access to the Client’s account; or
(ii) require the Client to change its account password.
(e) DragonVR reserves the right to immediately limit or suspend the Client’s access to the Hosted Services and/or Software if the Client breaches any of its obligations or undertakings in this Agreement.
9. Advertising and Promotion
9.1 DragonVR to Approve
(a) If the Client proposes to publish any aspect of the Project other than in a layout and format previously prescribed or approved by DragonVR, the Client must first obtain DragonVR’s written approval before it is published, displayed or broadcast.
(b) If the Client publishes, displays, broadcasts or does any other thing that causes the Project to be available for viewing by the general public, it must, using the prescribed or approved format by DragonVR include the statement “Powered by DragonVR” in a clearly visible location and correctly attribute the Project to DragonVR
(c) For the avoidance of doubt, failure to comply with clause 9.1(b) is considered a material breach of this Agreement and DragonVR may terminate this Agreement immediately in its absolute discretion.
10. The Client ‘s Undertakings
(a) The Client undertakes:
(i) to use the Hosted Services, Project and/or the Software only as it was designed to be used;
(ii) it has obtained all consents, approvals, licenses, and permissions necessary to use any submitted material or documents.
(iii) not to use the Hosted Services and/or Software in any way which could be reasonably expected to interfere with or damage DragonVR’s network, any other operator’s network, or another client or user’s enjoyment of the Software;
(iv) not to use the Hosted Services and/or Software for unsolicited or unreasonably frequent or voluminous communications having regard to the nature and requirements of the Client’s business;
(v) not to publish or otherwise communicate any review of, or information about, the Hosted Services and/or Services (which is not publicly available) to any third party without the prior written consent of DragonVR, except as specifically provided for in an agreement with DragonVR;
(vi) not to intentionally disable or circumvent any protection or disabling mechanism related to the Hosted Services and/or Software;
(vii) not to install or store any software applications, code or scripts on or through the Hosted Services and/or Software unless it first obtains the written permission of DragonVR;
(viii) not to use the Hosted Services and/or Software to bully, harass, degrade, insult or otherwise demean any person (as determined by DragonVR) or to partake in offensive or indecent conduct; and
(ix) not to store, access or operate any data, code or software on, or in connection with, the Software that could be categorised or identified as:
(A) a computer virus or malicious code; or
(B) pornographic material
(x) not to submit any material that could be categorised or identified as:
(A) pornographic material; or
(B) offensive or indecent.
(b) The Client will be responsible for the breach of any undertaking or warranty in this clause 10.1 regardless of whether that breach is caused by a third party submitting material or a security breach of any kind.
11. DragonVR Rights
11.1 DragonVR Right to Monitor
DragonVR has the right, but not the obligation, to verify and/or monitor all conduct on, and content submitted to VIZ360, including the contents of the Project Scope.
11.2 DragonVR Right to Suspend
DragonVR reserves the right to limit or suspend the Client’s access to the Hosted Services and/or Software if the Client breaches any of its obligations or undertakings in the Agreement.
The Client acknowledges and agrees that DragonVR may subcontract any of its obligations of this Agreement to a third party (or multiple third parties) without notification to or consent from the Client.
13.2 No Privacy Warranty
DragonVR makes no warranty as to whether the Service will comply with the Client’s obligations under Privacy Law. It is the Client’s responsibility to determine whether the Service is appropriate for the Client’s circumstances.
13.3 Changes in Response to Privacy Law
DragonVR may make any changes whether it be to the Project or the Software that it considers, at its sole and absolute discretion, to be beneficial for compliance with:
(a) Privacy Law; or
(b) any guidance issued by the Office of the Australian Information Commissioner, and will notify the Client of any such change.
14. Intellectual Property
14.1 DragonVR’s Intellectual Property Rights
(a) All title, ownership rights and Intellectual Property Rights, including copyright in relation to the Hosted Services, Project and Software is owned or used under licence by DragonVR.
(b) Without DragonVR’s express prior written consent, the Client undertakes that it will not and will not permit any person to:
(i) directly or indirectly alter, replicate, copy, recreate, create a derivative work from, decompile, reverse engineer, reserve assemble, reserve compile, enhance, interfered with or with part of the Project and/or the Software or otherwise obtain, modify or use any source or object code, architecture, or algorithms contained in the Hosted Services and/or Software or any documentation associated with the Hosted Services, Project and/or the Software;
(ii) interact with any DragonVR trade mark (whether registered or not) that could cause any adverse effect to DragonVR’s ownership and/or rights to the intellectual property; or
(iii) copy or reproduce, or create an adaptation or translation of, all or part of the Hosted Services and/or Software in any way, except to the extent that reproduction occurs automatically through the ordinary use of the Hosted Services and/or Software in accordance with this Agreement;
(iv) incorporate all or part of the Project and/or the Hosted Services and/or Software in any other webpage, site, application or other digital or non-digital format;
(v) (subject to other rights explicitly granted under this Agreement) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Hosted Services and/or Software on any medium;
(vi) do anything that will infringe the Intellectual Property Rights of any third party; or
(vii) attempt to do any of the above.
14.2 Client’s Intellectual Property Rights
Except when the Data is a Project created pursuant to this Agreement, these terms do not create any assignment or transfer of title in and to the Intellectual Property Rights subsisting in any Data submitted by the Client to or through the Hosted Services in favour of DragonVR.
14.3 Survival of Obligation
The operation of this clause survives the termination of this Agreement.
15.1 Threats and action
If the Client becomes aware of any infringement or threatened infringement of any of the Hosted Services, Project and/or the Software or any Intellectual Property Rights, the Client must give notice pursuant to clause 23.1 to DragonVR including full particulars of the infringement. DragonVR may, in its absolute discretion, institute and prosecute an action against the infringer.
15.2 Provide all assistance
The Client and DragonVR must each execute all documents and do all things reasonably necessary to aid and cooperate in the prosecution of any actions brought by the other under this clause.