AirVear

AGREEMENT

This agreement (the “Agreement”) is entered into by and between AirVear 8155 Van Nuys Blvd PH15 Van Nuys CA 91402 (“AIRVEAR”) on the one hand, and the (“Experience Owner”) on the other who is the person checking the box next to “I have read and reviewed the contract. I accept all of its terms and conditions“ at the checkout page.  As used herein, AIRVEAR and Experience Owner may be referred to individually as a “Party” and collectively as the “Parties.”  The effective date of this Agreement is the date it is fully executed by all parties (the “Effective Date”).

Items needed to launch Experience Owner’s VR/AR experience: 

  1. Projector or monitor
  2. Audio Source
  3. VR headset
  4. Multibrush app https://www.oculus.com/experiences/quest/3438333449611263/ 
  5. A space to showcase the experience 
  6. Computer 2017 or newer. 
  7. Art 
  8. Stable internet connection 
  9. Artivive app https://apps.apple.com/my/app/artivive/id1188737494 
  10. Blinxel app https://www.blinxel.com 

In consideration of the following mutual agreements and covenants, the sufficiency of which is acknowledged, Experience Owner and AIRVEAR agree to the following:

1. Deliverables 

  • AIRVEAR will provide 4 pre-made VR experience 
  • AIRVEAR will provide 4 artworks in the digital format that will come to life through Artivive. Experience owner will have to print them themselves in any size they want and hang in the physical space. Must download Artivive app for the AR experience to work. 
  • 4 2-3 minute videos deriving from the physical artworks with a spiritual/personal development message that Experience Owner will be able to play sequentially. 
  • The 4 videos will be minted as an NFT and a link/QR code will be provided to post in the gallery.  
  • 4 Augmented reality experiences made from each artwork provided. AIRVEAR will give  4 QR codes that can be posted next to each at piece. Upon scanning the QR codes an AR experience will appear on the user’s mobile devices. 
  • Tour plan provided, detailing in what order all of the components of the experience will happen.
  • All of the waiver of liabilities and assumption of risk forms provided. 
  • Covid safety guidelines provided. 
  • Finalization of the event description on the website the Experience Owner choses to post their event on and sell tickets for.
  • Placement on AirVear.com

Add-ons that Experience Owner can provide: 

  1. Artwork for sale (links will be provided);
  2. NFTs for sale (links will be provided);
  3. Dan Ginzburg’s book 
  4. A guided 5 minute meditation in virtual reality audio recording 
  5. A 20 min 7th Chakra balancing experience audio recording  
  6. A 2 hour powerful manifestation course video and audio 

2. Non-deliverables 

  • No Tech support after the experience launch. 

3. Consideration

$500 paid at the time of checkout 

4. Selling Art 

Experience Owner cannot sell, replicate or print more than 1 copy of each of the physical artworks. In the event guests would like to buy any of the featured artworks, Experience Owner is to point them to AirVear.com. 

5. Marketing 

Marketing is a sole responsibility of the experience owner. AIRVEAR will however add this experience to AirVear.com to help Experience Owner gain additional exposure.  

6. Duration 

The contract remains in effect until terminated. 

7. Termination 

The contract cannot be terminated without formal, signed and dated approval of all parties. If parties cannot reach an agreement about contract termination they have to first go through arbitration described in paragraph 12(j). 

8. Credit.

(a) AIRVEAR shall be entitled to screen credit on a separate card. That will say “Art provided by AirVear.com, message by Dan Ginzburg” (translated if necessary) 

(b) No casual or inadvertent failure, nor the failure of any third party, to give the applicable credit shall constitute a breach of this Agreement. Experience Owner agrees to advise its assignees and licensees of the credit requirements herein. If AIRVEAR shall learn of any failure to give Experience Owner any credit hereunder, Experience Owner shall take commercially reasonable actions to prospectively cure such failure. 

9. Warranties.

(a) Experience Owner warrants, represents, covenants and agrees that it is free to enter into and perform this Agreement, and that it is not, and will not be under any disability, restriction or prohibition, contractual or otherwise, with respect to its right to (i) execute this Agreement; (ii) grant all of the rights hereunder; and (iii) fully perform each term hereof. 

(b) AIRVEAR warrants, represents, covenants and agrees that it is free to enter into and perform this Agreement, and that it is not, and will not be under any disability, restriction or prohibition, contractual or otherwise, with respect to its right to (i) execute this Agreement; (ii) grant all of the rights hereunder; and (iii) fully perform each term hereof.  

10. Indemnification.

(a) By Experience Owner.  Experience Owner agree to indemnify and hold harmless AIRVEAR, from and against any and all claims, controversies, of any kind whatsoever and all loss, liability, expenses, costs or damages, including reasonable outside attorneys’ fees and costs, arising from a breach by Experience Owner of any of the representations, warranties, and agreements of Experience Owner under this Agreement.

(b) By AIRVEAR.  AIRVEAR agrees to defend, indemnify and hold harmless Experience Owner, from and against any and all claims, controversies, of any kind whatsoever and all loss, liability, expenses, costs or damages, including reasonable attorneys’ fees and costs, arising from a breach by AIRVEAR of any of the representations, warranties, and agreements of AIRVEAR under this Agreement. 

11. Limitation of Remedy.

All rights assigned by this Agreement shall be irrevocable under all or any circumstances and shall not be subject to reversion, termination or injunction. Experience Owner agrees that Experience Owner shall not enjoin, rescind, or terminate any rights granted to AIRVEAR hereunder. In the event of a breach by AIRVEAR of any provision of this Agreement, Experience Owner’s sole remedy shall be through an action at law for damages, and Experience Owner shall have no right to seek or obtain an injunction or other equitable relief. 

12. Miscellaneous.

(a) Waiver and Severability.  No provision of this Agreement, unless such provision otherwise provides, will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party.  If any provision of this Agreement is unenforceable or illegal, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

 

(b) Independent Contractor.  Experience Owner acknowledges and agrees that Experience Owner is an independent contractor and not an employee of AIRVEAR for any purpose whatsoever. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

(c) Notices.  All notices and other communications provided for hereunder shall be in writing and delivered by email. Notices will be sent to each party to this Agreement at its email set forth on the signature page hereto or such other address as it may specify in writing pursuant to this section.

(d) Governing Law.  All matters arising in connection with this Agreement or the enforcement or construction thereof shall be governed by and resolved in accordance with the laws of the State of California as such laws are applied to a transaction between residents of that state.  The Parties hereby irrevocably consent to the exclusive personal jurisdiction and venue of Los Angeles County, California, for any claim arising out of, related to, or in connection with this Agreement.

(e) Assignment.  Experience Owner shall not assign, sell, mortgage, or pledge any or all rights under this Agreement (other than the right to receive income and accountings hereunder, which may be assigned to no more than one person or entity), in whole or in part, without obtaining the written consent of AIRVEAR, it being understood that the obligations and duties of Experience Owner are personal to Experience Owner, and any purported assignment shall be null and void. This also means Experience Owner cannot sell the content of this package to someone else for them to create their own AR/VR experience. AIRVEAR may freely assign this Agreement or any of its rights hereunder, in whole or in part, to any person, firm or corporation.  This Agreement shall inure to the benefit of AIRVEAR’s and Experience Owner’s respective successors, licensees, and assigns.

(f) Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be the same agreement.  Facsimile, JPG, TIFF, or PDF copies hereof and/or signatures thereon shall be valid and binding.

(g) Entire Agreement. This Agreement constitutes the entire agreement between AIRVEAR and Experience Owner, and supersedes all prior oral or written negotiations and agreements between AIRVEAR and Experience Owner with respect to the subject matter hereof.  No modification, variation or amendment of this Agreement shall be effective unless made in writing and signed by AIRVEAR and Experience Owner.

(h) Force Majeure.  As used herein, ”Force Majeure” means any fire, flood, earthquake, or public disaster; strike, labor dispute or unrest; embargo, riot, war, insurrection or civil unrest; any act of God, any act of legally constituted authority; or any other cause beyond AIRVEAR’s control which would excuse AIRVEAR’s performance as a matter of law. If by reason of force majeure, AIRVEAR’s performance hereunder is delayed, hampered or prevented then the Option Period provided herein and any performance by AIRVEAR shall be extended for the amount of time of such delay or prevention.

(j) Arbitration.  Any controversy or claim arising out of or relating to this Agreement that is outside the jurisdiction of small-claims court shall be submitted to binding arbitration or any breach or alleged breach hereof shall be settled by arbitration in accordance with the Commercial Arbitration rules of the American Arbitration Association; and judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Arbitrator(s) shall have the right to award fees and costs. The prevailing party shall be entitled to reimbursement for costs and reasonable outside attorneys fees of any such action, suit, arbitration, or proceeding (and any action, suit, arbitration, collection activity, or proceeding to enforce any decision, award, or recovery) in addition to any other award or recovery.

By signing this Agreement, each party acknowledges and agrees that they have read and fully understood this Agreement, and that they have either consulted with an attorney regarding any questions he may have or have voluntarily elected not to do so.

UNDERSTOOD AND AGREED:

By checking the box next to “I have read and reviewed the contract. I accept all of its terms and conditions“ Experience Owner signs this agreement. The agreement is deemed signed on the date the Experience Owner buys this package.