Uther Interiors License and Build Agreement (Ver 1.0)

This Agreement is between you (Property Owner or Property Marketer) and Utherverse Interiors Inc., a British Columbia, Canada corporation (or Uther Interiors or Us). It applies to any Property Owner (including those who rent or lease their residences) and Property Marketers (Companies or Organizations who wish to list Properties they are authorized to represent). Property listings commence by submitting photos and/or videos to Us. We then create a 3D version of a property. A property in this Agreement (“Property”) shall include private residences, commercial and institutional buildings - all of which are intended to be made available to be experienced by Members of virtual worlds on the Utherverse network of inter-connected worlds (the Virtual World Web or VWW), which in this Agreement is called the “Service”.

1. ACCESS and PUBLICATION

   1. If you are a Property Marketer (such as a Real Estate company, Property Leasing Agent etc.) you can apply to have a Virtual World created for your company, that will provide a branded location for all of your clients’ properties to be accessible. Users with a 3D browser will then be able to access the properties in your Virtual World on the Service.
   2. If you are a property owner and want to create a 3D version of your Property, you will be able to access your Property in one of the following ways:
      1. You can find a Property Marketer that has established a Virtual World on the Service
      2. You can sign up as a VIP member of the Service to use your 3D Property as a “Zaby” (personal space) within a Virtual World of your choice. Zaby owners can restrict access to their Property to those whom they wish to grant entry;
      3. You can create your own Virtual World by going to www.theVWW.com You can include a number of virtual properties in your World operating on the Service. VWW worlds are free to build, but cannot be accessed by more than one person unless you subscribe to population packages.
      4. You can locate your Property within a VWW owned by a third party, by agreement. Access to your Property will be governed by the arrangements and rules made by the World Master in that world.

2. LICENSE

   1. We grant you a license to publish properties on the Service but this does not create any obligation for us to continue providing service to you, should we choose to discontinue the Service for any reason.
   2. You grant us a non-exclusive, unlimited, worldwide right to use the photos and/or videos to create the 3D version of a Property related to those materials.
   3. If you are a Property Marketer you represent and warrant that you have acquired the rights from each of your clients to sub-license the non-exclusive, unlimited, worldwide rights to use their photos and/or videos to create the 3D version of their Property.
   4. You grant us the rights to use aggregate information about visitors to your Property, or your client’s Properties and to use such statistics and to display the site for: public listings, confidential business development or financing, as well as in press releases, advertising and promotional materials, provided we do not identify the Property owner.
   5. Opportunities may arise to grant other people the right to use properties for entertainment productions (live theatre sets, movies) or as model homes for third parties, including Zaby owners. We may contact you with such proposals to offer you the chance to make money from these opportunities.
   6. All of the rights in this section are non-exclusive. We can create or may permit the creation of properties and Worlds that have similar features and services to, or otherwise compete with, your World and properties.

3. RESPONSIBILITY

   1. We are not responsible for any damages of any nature arising from publishing the 3D images of a Property on the Service. Publishing a 3D visual representation of a property is completely at the owner’s risk.
   2. You acknowledge that network security systems can be defeated and any measures we may provide to restrict access to your Property may be subject to system error, or hacking. We are not liable for any unauthorized entry to a virtual Property or any damages that might result;
   3. We reserve the right to enforce local laws including removal of unauthorized content from a Property that violates intellectual property laws in Canada.
   4. Our Privacy Policy governs the use of any personal information you supply to us to administer Services to you or your clients.

4. CANCELATION AND REFUND POLICY

   1. Either of us may cancel this Agreement at any time and for any reason by providing notice to the other in writing. Submitting your materials to us triggers a final binding agreement between us as the 3D rendering of the Property related to those materials will usually occur within the first 24 hours after your submission. As such the fees paid for creating a 3D Property for the Service are not refundable.
   2. However you may choose to remove the Property from the Service, or choose not to publish the Property on the Service at any time during the Term of this Agreement by providing us with written Notice. If we choose not to publish your Property for any reason, we will notify you in writing and refund your full fees.
   3. If you fail to pay the monthly license fee for publishing a Property on the Service (where applicable), we will provide you with ten (10) days Notice to bring your account current, and if the fees are not paid we will suspend publication. If you still have not brought the account current at the next billing date, we will permanently remove the Property or Properties from the Service

5. BUILD COSTS

   1. Fees quoted for creation of your Property include one version, and one revision only. Fees for Property Marketers also include three months free listing on the Service. Fees for publishing and access for individual Property owners vary widely.
   2. i)Should you choose to have more detailing of features in your Property or upgrades to the standard feature set, (and if we can accommodate these changes and agree to do so), then you will be billed for the work at our hourly professional services rates which are $50 per hour with a daily (8 hour) maximum of $300.

6. GENERAL

   1. The Property is provided to You on an “as is” basis with no warranty about functionality, quality or fitness for a particular purpose as the software is in Beta form and is therefore subject to bugs or glitches that may take time to correct.
   2. Nothing in this Agreement shall be interpreted to create a partnership, joint venture, or principal-agent relationship between us.
   3. This Agreement is the entire agreement between us and replaces all other written or verbal agreements of every kind that may have existed between us. No waiver by a party of any right under this Agreement shall be continuous. If anything in this Agreement is found by a court to be invalid, the remaining provisions shall remain valid and in full force and effect.
   4. This Agreement and any dispute arising from this Agreement shall be governed by the laws of and brought before the courts of British Columbia, Canada.