Commercial Use Restriction Waiver

This Commercial Use Restriction Waiver (this “Waiver”) applies to certain uses by User (defined below) of the VRChat social virtual reality platform (the “Platform”) that are outside of the limited scope permitted under the VRChat TOS (defined below) but for which VRChat has provided to User written approval of such use through the process described in this Waiver (each such pre-approved use, an “Approved Use”). “User” means the person, entity, organization, or company that has received an Approval from VRChat that is subject to this Waiver. User is also referred to as “you” in the VRChat TOS.

1. Waiver Requests and Approvals

1.1. This Waiver applies to uses of the Platform that are specifically approved in writing by VRChat (which may be via an email from an authorized representative of VRChat) (each, an “Approval”). Requests for an Approval (each, a “Request”) must be from an individual with the authority to bind User to the VRChat TOS. VRChat has no obligation to provide an Approval with respect to any or all uses in any Request.

1.2. To qualify as an “Approval,” the approval from VRChat must reference the applicability of this Waiver to the uses specified in the applicable Request (or a subset of such requested uses as may be specified by VRChat in the applicable Approval).

1.3. If an Approval specifies that VRChat is granting a “Commercial Use” waiver for the applicable Approved Use, this means that VRChat will not enforce the restriction in the VRChat TOS that limits User’s use of the Platform to only non-commercial uses. However, the waiver only applies to the specific use(s) by User as specified in the applicable Approval.

2. VRChat TOS. “VRChat TOS” means the then-current version of the VRChat Terms of Service available at vrchat.com/legal (or any successor URL designated by VRChat). An Approval will be considered a “Commercial Use Agreement” for purposes of the VRChat TOS (and as such, is incorporated into the VRChat TOS with respect to the Approved Use for so long as the applicable Approval remains in effect). Capitalized terms not otherwise defined in this Waiver have the meaning set forth in the VRChat TOS. If there is a conflict between the VRChat TOS (excluding this Waiver) and this Waiver, the terms in this Waiver will prevail with respect to Approved Uses.

3. Termination. VRChat may revoke an Approval at any time. If an Approval is revoked, VRChat will notify User (which may be by email or via User’s account on the Platform) and User will, as soon as reasonably practicable (and in any event, within 5 business days), cease any uses of the Platform that are commercial uses or otherwise not in compliance with the VRChat TOS (except to the extent User has an Approval, that has not been revoked by VRChat, for other Approved Uses).

4. Assignment. Any Approval granted to User is granted only to User. User may not assign or transfer any Approval or its rights, in whole or in part, by operation of law or otherwise, without VRChat’s prior written consent. Any merger involving User or sale of substantially all the assets of User to which the Approval relates or a change of control of User constitutes an “assignment” for purposes of this Section. Any assignment in violation of this Section is void.