ENTERPRISE

Commercial License Agreement

Gratitui immersive entertainment platform

This Agreement sets the commercial terms under which PraiaVR Inc. provides the Customer with access to Gratitui for approved enterprise use.

The commercial details of each purchase (the "Order Details") are those shown at checkout and recorded in the Customer's Stripe payment confirmation, including the product purchased, the price, the billing period and any trial period. Each purchase is for a single license of Gratitui, with or without hardware, as shown in the Order Details.

Standard Commercial License Terms

1. License Grant

PraiaVR Inc. ("PraiaVR") grants the Customer a limited, non-exclusive, non-transferable commercial license to use the Gratitui enterprise application, its included content and related PraiaVR services (collectively, "Gratitui") during the paid license term.

The license permits use by the Customer's employees, guests, clients, residents, patients or customers in the ordinary course of the Customer's business. Additional licenses require additional purchases. Each license covers the installation and use of Gratitui on one device (headset) at a time. A license may be moved to a replacement device when the original device is retired or replaced; use on additional devices requires additional licenses.

2. What the Customer Receives

PraiaVR will provide the version of Gratitui, onboarding, configuration, support, equipment and/or device-management services described in the Order Details or an accepted written quote. PraiaVR may update, improve, add, replace or retire individual content and features over time, provided the core commercial service is not materially reduced during a prepaid term.

3. Fees, Taxes & Payment

Fees are those stated in the Order Details or an accepted written quote and are exclusive of applicable sales, use, value-added or similar taxes. Subscription fees are payable as stated in the Order Details. Except for any refund expressly provided in the Order Details or where required by law, fees already paid are non-refundable.

If undisputed amounts remain unpaid after written notice, PraiaVR may suspend access until the account is brought current.

4. Customer Responsibilities

The Customer will use Gratitui and any supplied equipment responsibly and in accordance with applicable laws, headset-manufacturer guidance and PraiaVR onboarding materials. The Customer is responsible for appropriate supervision, a safe physical use area, hygiene/sanitization practices, and determining whether a user should participate.

Users should stop immediately if they experience dizziness, nausea, disorientation or other discomfort. Gratitui is a recreation and entertainment experience; it is not a medical device and is not intended to diagnose, treat or cure any condition.

5. Permitted and Prohibited Use

The Customer may use Gratitui only for its own approved commercial operations. The Customer may not copy, extract, record, resell, sublicense, distribute, publicly exhibit outside the approved business use, reverse engineer or attempt to derive the source code or proprietary assets of Gratitui, except to the limited extent such restriction is prohibited by law.

For clarity, the consumer/store version of Gratitui is not licensed for commercial use. Commercial use requires an active enterprise license from PraiaVR.

6. Ownership

PraiaVR and its licensors retain all right, title and interest in Gratitui, including software, immersive environments, video, audio, meditation content, music, branding, user interface, graphics, documentation and all related intellectual property. The Customer receives only the limited license expressly granted by this Agreement. No ownership in Gratitui is transferred.

7. Marketing Materials

PraiaVR may make marketing materials available to the Customer, including through its client portal — images, video, copy and social-media assets. PraiaVR grants the Customer a limited, non-exclusive, non-transferable licence to use those materials as provided, without modification, solely to promote Gratitui as offered by the Customer while this Agreement is in effect. The Customer may state factually that it offers Gratitui, but may not use the materials to promote any other product or service, imply PraiaVR's endorsement of the Customer's other offerings, or add claims about Gratitui beyond those in the materials as provided. PraiaVR may withdraw or replace materials at any time, and the Customer will stop using withdrawn or outdated materials promptly on notice. The right to use the materials ends when this Agreement ends, and the Customer will remove them from its channels within 14 days.

The Customer agrees that PraiaVR may identify the Customer as a Gratitui licensee in PraiaVR's own marketing materials and customer lists.

8. Equipment and Third-Party Services

Hardware sold to the Customer is subject to the manufacturer's warranty and terms. PraiaVR may use third-party platforms for device management, hosting, payment processing, analytics or related delivery. PraiaVR is not responsible for outages, changes or defects caused solely by third-party products or services outside PraiaVR's reasonable control, but will provide reasonable assistance where practical.

9. Analytics, Privacy and Customer Data

PraiaVR may collect operational, device, session and usage analytics, and any survey responses enabled for the Customer, for service delivery, reporting, support, product improvement and security, in accordance with applicable privacy law and PraiaVR's privacy practices.

Unless separately agreed in writing, the Customer must not submit identifiable medical records, protected health information or other highly sensitive personal information through Gratitui. The Customer is responsible for obtaining any notices, consents or permissions required for its own use of the service.

10. Support and Availability

PraiaVR will provide reasonable remote support for the licensed deployment. Gratitui may occasionally be unavailable for maintenance, updates, connectivity issues, device-management issues or events beyond PraiaVR's reasonable control. PraiaVR does not guarantee uninterrupted operation, but will use commercially reasonable efforts to restore service within its control.

11. Confidentiality

Each party will protect non-public business, technical, pricing and operational information received from the other party and will use it only for purposes of this Agreement. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source.

12. Warranty Disclaimer

PraiaVR warrants that it has the right to provide the license granted under this Agreement and will perform its services in a commercially reasonable manner. Except for those express commitments, and to the fullest extent permitted by law, Gratitui is provided "as available" without additional warranties, including any guarantee of a particular business or financial outcome, or any health or medical benefit.

13. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive or consequential damages, or for lost profits or lost business, arising from this Agreement. PraiaVR's aggregate liability arising from this Agreement will not exceed the fees paid by the Customer to PraiaVR under this Agreement during the twelve (12) months immediately before the event giving rise to the claim. These limits do not apply where liability cannot legally be limited or excluded.

14. Customer Indemnity

The Customer will be responsible for third-party claims, losses or costs arising from the Customer's unauthorized use of Gratitui, breach of this Agreement, negligence, unlawful conduct, or failure to provide safe supervision or operation of equipment, except to the extent caused by PraiaVR.

15. Term, Suspension and Termination

This Agreement begins on the date of the Customer's purchase and continues for the billing period shown in the Order Details, renewing in accordance with the subscription terms presented at checkout, unless ended in accordance with this Agreement. PraiaVR may suspend or terminate access for material breach or non-payment if the breach is not cured within ten (10) business days after written notice, unless immediate suspension is reasonably necessary for security, legal compliance or misuse.

On termination, the Customer's right to use Gratitui ends and PraiaVR may remotely remove, disable or revoke enterprise access. Amounts accrued before termination remain payable. Sections intended by their nature to survive - including ownership, confidentiality, payment obligations, limitations of liability and governing law - will survive.

16. Assignment

The Customer may not assign or transfer this Agreement without PraiaVR's written consent. PraiaVR may assign this Agreement as part of a corporate reorganization, financing, merger, sale of substantially all assets, or transfer of the Gratitui business.

17. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules. The parties submit to the courts of Ontario for disputes arising from this Agreement, unless they agree in writing to another dispute-resolution process.

18. General

This Agreement, together with the Order Details and any accepted written quote, is the entire agreement concerning the licensed enterprise use of Gratitui and replaces prior discussions on the same subject. Amendments must be in writing and accepted by both parties. If any provision is unenforceable, the remaining provisions continue in effect. Electronic signatures and counterparts are valid and together form one agreement.

Thank you for bringing the beach to your people with Gratitui!