TERMS OF SERVICE

Last Updated: August 26, 2016

This Terms of Service (the “Terms of Service”) sets forth the terms and conditions that apply to your access and use of the internet website owned and operated by Simili Virtual Reality Inc.

(“Simili”, “we”, “our” or “us”) and located at panorabbit.com (the “Site”). The Site is provided to you for your personal entertainment, information, education and communication through our featured content and interactive functionality (the “Services”).

Please read the Terms of Service carefully. The Terms of Service include our policy for acceptable use of the Services and content, as well as your rights, obligations and restrictions regarding your use of the Services. We grant you a limited, revocable, non-exclusive license to access the Services for your own personal use, subject to the Terms of Service. Use of the Services beyond the scope of authorized access granted to you terminates this permission.

By accessing the Site or the Services, you agree to be bound by and accept, without limitation or qualification, the Terms of Service and Simili’s Privacy Policy located at https://simili.io/privacy_policy.html (the “Privacy Policy”). You are only authorized to use the Site and the Services if you agree to abide by the Terms of Service and all applicable laws. If you do NOT accept the Terms of Service and the Privacy Policy, then please discontinue your use of the Site and the Services.

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into these terms, conditions, obligations, affirmations, representations and warranties set forth in the Terms of Service, and to abide by and comply with the Terms of Service.

Simili may update the Terms of Service or the Privacy Policy at any time, without notification to you, and you should review the Terms of Service and the Privacy Policy from time to time by accessing the Site. Your continued use of the Site and/or the Services shall be deemed irrevocably acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement and the Privacy Policy for your records.

Content on the Site

You understand that all information, data, text, sound, photographs, graphics, video, messages, software, tags, advertisements or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Simili, are entirely responsible for all Content that you upload, post, transmit or otherwise make available through the Services. We do not control the Content posted through the Services and, as such, we do not guarantee the accuracy, integrity or quality of such Content and disclaim any and all liability in connection with such Content. The opinions expressed in postings or other Content provided through the Services are not necessarily those of Simili or its shareholders, content providers, advertisers, sponsors, affiliates or related entities. You understand that by using the Services you may be exposed to Content

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that is offensive, indecent or objectionable. You understand that we are not obligated to pre- screen, regularly review, monitor, delete or otherwise change the Content associated with the Services. We do, however, reserve the right to do so at any time in our sole discretion, for any reason or no reason, and to delete any Content with or without notice. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through the Services.

User Information and Member Accounts

In order to participate in the Services, you must create an account and become a Simili member

(a “Member”). To create your account, you must provide your contact information, including your name, email address and phone number. You must provide complete and accurate information to Simili through the Services. If you are a business, government or non-profit entity, the person whose contact information you provide must have the authority to bind the entity to the Terms of Service. If you are a business, government or non-profit entity, you must use the actual name of your organization.

All Members will receive a password and are responsible for maintaining confidentiality of such password. Each Member’s right to use the Services is personal to the Member and Members are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. You agree to notify Simili of any unauthorized use of your account or any other breach of security known or that should be known to you. You acknowledge and agree that you are solely responsible for your interaction with other Members, and that we have no obligation to monitor or resolve disputes between Members.

Responsibility for Your Content

You are solely responsible for the Content you submit or make available for inclusion through the Services (“Member Content”) and the consequences of posting or publishing it. In connection with Member Content, you represent and warrant that you own or have the necessary licenses, rights, consents and permissions to use and authorize Simili to use all trademark, copyright or other proprietary rights in and to any and all Member Content to enable inclusion and use of the Member Content in the manner intended by the Services and the Terms of Service. You agree that you will not submit Member Content that violates these Terms of Service.

Because Simili does not permit infringement of intellectual property rights through the Services, we will remove all Member Content if properly notified that such Member Content infringes on another’s intellectual property rights and at our sole discretion.

Simili does not endorse any Member Content or any opinion, recommendation or advice expressed therein, and we expressly disclaim any and all liability in connection with Member Content. You agree that you will not submit Member Content that is contrary to applicable local, national and international laws and regulations.

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Member Content: Ownership & Licenses

For clarity, you retain all of your ownership rights in your Member Content. However, by submitting Member Content, you hereby grant Simili an irrevocable, worldwide, non-exclusive, royalty-free, sublicensable and transferrable license to use, host, reproduce, distribute, display, perform, modify and create derivative works of the Member Content in connection with providing the Services to you and other users of the Services. This limited license exists only for so long as you elect to include Member Content through the Services and it will terminate at the time you remove or we remove such Member Content from the Services. You hereby grant each user of the Services a non-exclusive license to access your Member Content through the Services, and to use, reproduce, distribute, display and perform such Member Content as permitted through the functionality of the Services and under the Terms of Service.

Notwithstanding the foregoing, you understand and agree that once Member Content is incorporated into other aspects of the Services by Simili and/or its Members, Simili is under no obligation to delete or ask or require other Members to delete that Member Content, and therefore, it may continue to appear and be used through the Services indefinitely pursuant to an irrevocable, worldwide, royalty-free license. You understand and agree that we may retain, but will not display, distribute or perform, server copies of Member Content that have been removed or deleted.

Permitted Use of Content

The content associated with the Services, including without limitation, the text, software, scripts, graphics, photographs, sounds, music, videos, visual interface, design, computer code, interactive features and the like (“Site Content”) and the trademarks, service marks, trade names and logos contained therein, excluding the Member Content, are owned by or licensed to Simili, subject to copyright and other intellectual property rights under the law. Except as expressly provided herein, Simili does not grant you any express or implied rights, and all rights in and to the Services and the Site Content are retained by Simili.

You may access Member Content for your information and personal, non-commercial use solely as intended through the provided functionality of the Services. Member Content and Site Content are provided to you “AS IS” and “AS AVAILABLE” for your information and personal, non-commercial use only, to be used solely as intended through the provided functionality of the Services and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners, and it may not be used as prohibited under the Terms of Service.

Member Conduct

You may not use the Services for any purpose that is unlawful or prohibited by the Terms of Service and/or any applicable additional terms. Your access to the Services may be terminated immediately, in our sole discretion, with or without notice, if you fail to comply with any provision of the Terms of Service and/or additional terms, or for any other reason, or no reason. You expressly agree not to:

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act as an agent, affiliate or representative of the Services and utilize the Services, Member Content or Site Content for any commercial purpose other than for which the Services is intended without our express written permission;

access, monitor or copy any content or information of the Services using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;

take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionate burden on our infrastructure, or;

“frame”, “mirror” or otherwise incorporate any part of the Services into any other website without our prior written permission.

You agree not to use the Services for any commercial use, without the prior written authorization of Simili. Prohibited commercial uses include any of the following actions taken without our express approval:

sale of access to the Services on another website’

use of the Services for the primary purpose of gaining advertising or subscription revenue;

sale of advertising on the Services or any third-party website, targeted specific Member Content or Site Content; and

use of the Services that we find, in our sole discretion, to use our resources or Member Content with the effect of competing with or displacing the market for the Services, Site Content or Member Content.

For clarity, unauthorized commercial uses do not include uploading Member Content to the Services to promote your business or artistic enterprise, or any use that Simili expressly authorizes in writing.

In addition, the following behaviors or activities are strictly prohibited when using the Services by any Member or Services user:

strong, vulgar, obscene, exploitative, criminal or otherwise harmful language;

racially, ethnically or otherwise, objectionable language;

harassing, intimidating, stalking or threatening other Members or advocating or promoting such actions by others;

libelous, defamatory or otherwise tortious language;

online vandalism;

impersonation of another person;

posting, distributing, transmitting or promoting illegal Content;

invasion of another’s privacy;

actions that are hurtful to minors, including but not limited to soliciting personal information from anyone under 18;

constituting or promoting information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threating, obscene, defamatory or libelous;

posting, providing, transmitting or otherwise making available any materials or information infringing on the rights of a third party;

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posting, providing, transmitting or otherwise making available any junk mail or spam; and

posting, uploading, emailing or otherwise transmitting any material that contains any malicious computer code, or reverse engineering or hacking any materials associated with the Services.

We maintain a policy of cooperation with any law enforcement authorities or court order requesting or directing Simili to disclose the identity of anyone posting any such information or materials. We have the right, but not an obligation, to strictly enforce the Terms of Service through self-help, moderation, active investigation, litigation and prosecution.

Termination of Service

You agree that Simili, in its sole discretion, has the right, but not the obligation, to delete or deactivate your Member account, block your IP address, or otherwise terminate your access to or use of the Services, or any part thereof, immediately and without notice, and remove and delete any Member Content on the Services, for any reason, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Service. Further, you agree that Simili will not be liable to you or any third party for any termination of your access to the Services. Further, you agree not to attempt to use the Services after your Member account has been terminated.

You agree that if you are dissatisfied with the Services, if you do not agree with any part of the Terms of Service, or if you have any other dispute or claim with or against us with respect to the Terms of Service or the Services, your sole and exclusive remedy is to discontinue using the Services.

Membership Fees / Refund Policy

Members may have profiles either at a “basic” level (free) or may sign up for a paid membership.

Simili charges membership fees for each paid membership account. Paid membership account fees are automatically renewed according to the Member’s selected renewal options, unless deactivated by the subscribing Member. Simili will automatically charge the membership fee to your designated payment method and you authorize us to charge such payment method for the appropriate membership fees and amounts stated. Simili reserves the right to increase membership fees or to institute new fees at any time upon reasonable notice (a minimum of 30 days) posted in advance on the Site. The act of paying fees does not exclude you from the Terms of Service, which must be adhered to by all Members.

Membership fees are charged up-front. Simili does not provide refunds or credits for any membership fees. Downgrades to a less expensive membership or cancellation of any membership or termination of any membership will not result in any refund or credit of fees already paid. The cancellation or downgrade of a membership will go into effect at the end of the then-current billing cycle. We may offer other paid services or features associated with the Services, subject to specified terms and conditions, which are incorporated by this reference.

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Links

The Site and the Services may contain hyperlinks to websites which are not maintained by Simili. Hyperlinks to other websites are provided as a convenience. Use of the hyperlinks and access to such websites are entirely at your own risk. Simili is not responsible for the contents of those websites and shall not be liable, directly or indirectly, for any damages or loss arising from access to those websites. These hyperlinks do not and should not be taken as implying an endorsement or approval of any kind of the content or reliability of those websites or the activities of the people, organizations and/or businesses responsible for those websites.

Indemnity

You agree to defend, indemnify and hold harmless Simili and its affiliates, and their respective shareholders, officers, directors, employees, vendors and agents, and Site moderators from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to attorney’s fees) arising from: (i) your use of or access to the

Service; (ii) your violation of any term of the Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property or privacy right; or (iv) any claim that any Content, material or information posted, provided, transmitted or otherwise made available by you on or through the Services caused damage to a third party. This defence and indemnification obligation will survive the Terms of Service and your use of the Services.

Trademark Information

You hereby agree that all of Simili’s trademarks, including Simili’s trade names, service marks, logos and service names are trademarks and the property of Simili. Without our prior written consent, you agree not to display or use in any manner any Simili mark. All trademarks included in the Services not owned by Simili are the property of their respective owners. Nothing contained on the Services may be construed as granting, by implication, estoppel or otherwise, any right or license to use any trademark.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE SERVICES AND ALL CONTENT FORMING

PART OF OR RELATED TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY

MEMBER CONTENT, SHALL BE AT YOUR SOLE RISK. THE SERVICES ARE

PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT

PERMITTED BY LAW, SIMILI AND ITS AFFILIATES, AND THEIR RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, DISCLAIM ALL WARRANTIES

AND CONDITIONS, EXPRESS OR IMPLIED OR STATUTORY, IN CONNECTION WITH

THE SERVICES AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION ANY

IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE,

HARDWARE COMPATIBILITY, QUIET ENJOYMENT, TITLE AND NON-

INFRINGEMENT. SIMILI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT

THE ACCURACY OR COMPLETENESS OF ANY SITES, APPLICATIONS, PAGES OR

SERVICES LINKED TO OR THROUGH THE SERVICES AND ASSUME NO LIABILITY

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OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, INACCURACIES OR

OMISSIONS IN THE SERVICES, (II) ANY PERSONAL INJURY OR PROPERTY

DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO

OR USE OF THE SERVICES OR ANY CONTENT, (III) ANY UNAUTHORIZED ACCESS

TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION

AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION

OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS,

VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR

THROUGH THE SERVICES BY ANY THIRD PARTY, OR (VI) ANY ERRORS,

MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS

OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY

CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE

VIA THE SERVICE. SIMILI DOES NOT WARRANT, ENDORSE, GUARANTEE OR

ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR

OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED

SERVICES OR WEBSITE FEATURED IN ANY USER SUBMISSION, BANNER, SPONSOR

MESSAGE OR OTHER ADVERTISING. SIMILI WILL NOT BE A PARTY TO OR IN ANY

WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU

AND ANY CUSTOMER OR ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR

SERVICES.

Limitation of Liability

IN NO EVENT SHALL SIMILI AND ITS AFFILIATES, AND THEIR RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY

DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL

DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF OR ACCESS TO THE

SERVICES, INCLUDING WITHOUT LIMITATION RESULTING FROM ANY (I) ANY

ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICE,

(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,

RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY

CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS

AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL

INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF

TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN

HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE

SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS, MISTAKES,

INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE

OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED,

EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES,

WHETHER BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION OR

ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROVIDER AND/OR

PARTNER ARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST

EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

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YOU SPECIFICALLY ACKNOWLEDGE THAT SIMILI AND ITS AFFILIATES SHALL

NOT BE LIABLE IN ANY WAY FOR ANY CONTENT INCLUDING BUT NOT LIMITED

TO ANY ERRORS OR OMISSIONS OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL

CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE

FROM THE FOREGOING RESTS ENTIRELY WITH YOU. SIMILI DOES NOT CONTROL

THE CONTENT POSTED AND DO NOT GUARANTEE THE ACCURACY OR INTEGRITY

OF SUCH CONTENT.

The Services are offered by Simili from its facilities in British Columbia, Canada. Simili makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

General

If there is any dispute between you and Simili about or involving the Terms of Service or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia with respect to any claim, proceeding or action relating to or otherwise arising out of the Terms of Service or your access to or use of the Services, howsoever arising, provided always that Simili may seek and obtain injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.

The Terms of Service, together with the Privacy Policy, constitute the whole legal agreement between you and Simili and govern your use of the Services (but excluding any services which Simili may provide to you under a separate written agreement), and completely replace any prior agreements between you and Simili in relation to the Services.

If any provision of the Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect.

No waiver of any term of the Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Simili’s failure to assert any right or provision under the Terms of Service shall not constitute a waiver of such right or provision.

Contacting Simili

Instructions for contacting Simili can be found at the following website:

https://simili.io/contact/contact.html

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