Terms and Conditions

ToonEye Terms of Service

Thank you for choosing ToonEye (a d/b/a of Virtual Reality Creators Corp.)! These comprehensive Terms of Service (“Terms” or “Agreement”) establish a robust understanding between you (referred to as “you,” “Client,” or the legal entity you represent) and Virtual Reality Creators Corp., a New York corporation with a principal address of 1050 Old Nichols Rd., Islandia, NY 11749 (“ToonEye,” “Company,” “us,” or “we”). This agreement meticulously outlines your rights and obligations concerning the purchase and use of the Services provided by ToonEye.

Services

We’re genuinely excited about our collaboration for the services outlined in a statement of work (SOW) or Quote/Invoice. It’s important to note that under these Terms, no physical products are sold or provided. Each SOW, whether electronically accepted or in subsequent written forms, constitutes the “Services.” The terms and conditions of the most recent effective master services agreement or these Terms cover each Quote/Invoice.

Term

Our engagement begins on the date you accept the Quote/Invoice (“Effective Date”) and persists until terminated with written notice. It’s worth noting that each Quote/Invoice terminates immediately upon the overall termination of the Agreement, unless otherwise mutually agreed upon.

Fee

Let’s delve into the financial aspect. Fees are as set forth in the applicable Quote/Invoice. The stated prices are exclusive of taxes. Prepayment is an imperative requirement, and late payments attract interest. Additionally, all fees paid to the Company are considered fully earned at the time of payment and are nonrefundable.

Payment Invoices

Client commitment is crucial. To ensure the seamless flow of our collaboration, Client agrees to pre-pay the price stated on any Quote/Invoice before the commencement of the respective services. Invoices are typically payable upon receipt, with past-due payments incurring interest. Non-payment may lead to service discontinuation or, in severe cases, termination.

Work for Hire

Our creative elements are a unique offering. Upon payment in full, these creative elements become the sole property of the Client. It’s akin to a “work made for hire” arrangement, where the Company retains a non-exclusive license for the purpose of business development and marketing.

Milestone-Based Services

Our service delivery is milestone-centric. Acceptance of completed milestones or services is a critical juncture. The Client has a designated period (two (2) calendar days) to signal acceptance or decline. Failure to notify acceptance within this timeframe waives the right to claim non-conformance. In the event of a decline, detailed feedback is expected for a prompt and effective resolution.

Change Management Procedures

Flexibility is key. Changes to a Quote/Invoice may be initiated by either party through a formal Change Request. The Change Request outlines the nature of the change, its rationale, and the potential impact on the scope of work, project schedule, and costs. Both parties evaluate the Change Request and negotiate changes and any additional fees required. Once agreed upon in writing, the Change Request becomes part of the applicable Quote/Invoice.

Termination

Life is unpredictable, and so is business. Either party retains the right to terminate a Quote/Invoice for any reason, with written notice. Termination involves settling fees for services performed up to the effective date of termination, ensuring a fair and transparent conclusion to our collaboration.

Revisions

Effective communication is integral to our process. While we offer up to three (3) revisions for each stage of the Services, further revisions require a formal Change Request. Timely feedback is crucial to meeting deadlines and maintaining the quality of our deliverables.

Archived/Inactive Projects

Projects are dynamic, and we understand that priorities may shift. If there’s been no response from the Client for over 30 days, the project is marked as archived/inactive. Reactivation is possible but attracts a 30% fee. Reactivated projects are accompanied by a new timeline, ensuring clarity and alignment.

Publicity

We believe in mutual success. Unless explicitly stated otherwise, the Company reserves the right to use the Client’s name, logo, and a general description of the Services in our business development efforts and materials. This provision survives the termination or expiration of the Quote/Invoice.

Independent Contractor Taxes

Clarifying our roles is important. Both parties acknowledge and agree to operate as independent contractors. This Agreement does not establish a partnership, joint venture, agency relationship, fiduciary relationship, or other joint enterprise. Responsibilities for acts, negligence, and obligations of employees, agents, servants, and subcontractors lie with the respective parties.

Third-Parties

Our digital landscape involves third-party tools, links, and materials. While we provide access to third-party tools, we disclaim liability for their use. The Client agrees to indemnify the Company for any claims related to materials provided by the Client.

General Provisions

Governing Law and Venue: Claims are resolved exclusively in New York. The laws of the State of New York govern these Terms and any claim.
Class Action Waiver: Disputes are conducted on an individual basis, with both parties waiving the right to seek resolution through class actions or representative proceedings.
Survival: Rights and obligations persist beyond termination for the intended preservation of such rights and obligations.
Entire Agreement: This Agreement is the complete understanding between the parties, replacing any prior oral or written communications. Modifications require a written document executed by the parties.
Liability: Company’s liability is carefully limited, with claims restricted to the amount paid by the Client in the one (1) month preceding the event giving rise to the liability.
Indemnity: The Client indemnifies the Company against claims related to intellectual property infringement or breaches of representation.
Disclaimer: Company disclaims warranties, and the Client waives representations, except as expressly specified.
Assignment: Assignment of this Agreement requires the Company’s prior written consent.
No Third-Party Beneficiaries: This Agreement benefits the parties only, with no intent to confer rights upon any third party.
Attorneys’ Fees: The prevailing party in any suit or proceeding may recover costs and reasonable fees and expenses.
Force Majeure: Both parties are excused from liability for delays or failures due to events outside their reasonable control.
Notices: All notices under this Agreement are in writing and sent via email.
Severability: Invalid provisions are replaced to preserve the original intent.
No Waiver: The waiver of any right under this Agreement does not constitute a continuing waiver of that right or any other right.
Mutual Non-Disparagement: Both parties agree not to publicly disparage or criticize each other, fostering a positive and professional relationship.

Last Updated on November 07, 2023