1. DESCRIPTION OF SERVICES.

1.1. Overview of Services. 360 Home VI will provide to Customer the following services (collectively, the “3D Services”) if ordered:‘Capture Services’ is the undertaking of photographing a space using a Matterport 3D camera to produce a Matterport 3D virtual tour.

A “Matterport Space” is a 3D model hosted on the platform of Matterport, Inc. (“Matterport”) that includes the following features: Inside mode, Dollhouse mode, Floor Plan mode, Property Description, Address, and Contact Information. It can be shared using a URL or embedded code.

1.2. Delivery. 360 Home VI will provide a URL and embed code for the completed Matterport Space(s) (which will include access to showreel and VR Experience). Customer understands and agrees that all Matterport Spaces (including associated showreel and VR Experience) are hosted solely on Matterport’s platform, and Customer will not receive any digital assets for Matterport Spaces. 2D images taken from the Matterport Space and any 2D Schematic Floor Plans (if ordered) will be provided by email.

1.3. Hosting Term. 360 Home VI agrees to process and host the created Matterport Space(s) on the Matterport platform for 3 months from date of capture. Hosting after 3 months will continue at a fee of $6.00 per month.

1.4. Hosting Services. Matterport host all 3D services on a cloud based platform. Customer recognizes that the hosting on Matterport servers is out of the control of 360 Home VI.

1.5. Service Location Preparation. Customer is required to prepare the Service Location in advance of Capture Services, including without limitation:

• Removing confidential or unwanted items

• Adjusting furniture and/or decor to desired position

• Informing 360 Home VI of any rooms or areas that should be excluded from Capture Services

• Ensuring the Service Location is free of moving persons, pets or objects

Unless otherwise arranged, a Service Location that has not been properly prepared, in 360 Home VI’s sole discretion, will be considered unready and the date of Captures Service must be rescheduled. 360 Home VI shall not be responsible for the untidiness of any Service Location or for small alignment issues, mirror, window, glass, and reflective views. Customer shall further ensure that the Service Location is accessible upon the day of Capture Service. Customer or its representative shall be present at the Service Location at the time of the Capture Services to approve Service Provider’s interpretation of the Captures Services to be provided.

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   2.  FEES AND PAYMENT; CANCELLATION AND RESCHEDULING POLICY.

2.1. Fees. Customer agrees to pay 360 Home VI total fees for the 3D Services and Capture Services as agreed during the quote. Such fees will be itemized in a separate invoice provided to Customer.

2.2. Invoice and Payment of Balance Due. Following completion of the Capture Services, Customer shall pay 360 Home VI, fees owed within 14 days of invoice date. In the event that Customer fails to pay any amount when due, without limiting any other remedies available, 360 Home VI will have the right to suspend providing the 3D Services to Customer until such overdue amount is received.

2.3. Cancellation and Rescheduling Policy. Cancellation: A minimum of 24 hour prior notice will be required for Customer’s cancellation of this Agreement of the Capture Service date. 

2.4. For capture services of hotels or venues that have bedrooms, if an overnight stay is required the Customer will ensure a bedroom is provided for the 360 Home VI photographer without charge. If accommodation cannot be provided without charge then the cost paid by Venue View for the accommodation will be added to the final invoice.

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    3.  PROPRIETARY RIGHTS AND LICENSES.

3.1. Ownership. 360 Home VI and its licensors own all right, title and interest (including all associated intellectual property rights) in and to: (a) all 3D Services and any technology embodied therein; and (b) any and all look and feel, improvements, updates, modifications, translations, copies, compilations and derivative works related to any of the foregoing. All rights in the foregoing not expressly granted to Customer are reserved by 360 Home VI and 360 Home VI licensors, and Customer shall make no use of the foregoing except as expressly provided herein. Customer acknowledges that, subject to Section 3.4, 360 Home VI will have the right to use and distribute any 3D services at 360 Home VI sole discretion including the use of them for 360 Home VI promotion, marketing and advertising.

3.2. 360 Home VI License to Customer. 360 Home VI hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to: (a) use and distribute URLs and embed codes linking to the Matterport Space(s) (including any associated showreel and VR Experience) hosted on the Matterport Platform; and (b) to use and distribute any 2D images taken from the Matterport Space and any 2D Schematic Floor Plans (if ordered).

3.3. Restrictions. Upon any expiration or termination of this Agreement, Customer shall immediately cease all use of the 3D Services and delete all copies of the 3D Services (an content or data derived from the 3D Services) in Customer’s possession or under Customer’s control. Customer shall not: (i) disable or modify any hyperlinks contained in any 3D Services; (ii) alter, remove or destroy any attribution, proprietary markings (e.g., copyright and trademark markings) or confidential legends placed upon or contained within the 3D Services; (iii) decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of any software underlying the 3D Services; (iv) distribute, in conjunction with any 3D Services, any content that contains or promotes fraudulent, deceptive or illegal activities, pornography, excessive violence, “hate speech”, malicious code or deceptive advertising; (v) access or use any API provided by Matterport without the prior written authorization of Matterport, or otherwise access Matterport Spaces (and any portion thereof) through any means other than available end-user functionality; or (vi) modify or create any derivative work based on the 3D Services (or any component thereof).

3.4. Takedown Service. Customer can request at any time that 360 Home VI designate any Matterport Space and other hosted 3D Services as public or private. Any Matterport Space or other hosted 3D Service designated as private will be un-accessible and un-viewable by the public. 360 Home VI will promptly comply with such request.

 

 

   4. NO AFFILIATION WITH MATTERPORT.

Customer acknowledges that: (a) 360 Home VI is an independent provider of the Capture Services and is not a contractor, employee or agent of Matterport; and (b) 360 Home VI is making the 3D Services available to Customer under a license between Matterport and 360 Home VI.

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   5. PHOTO GUARANTEE.

360 Home VI, LLC will make every effort to ensure the final images are of high quality and represent the property in the best way. Sometimes however, an agent/homeowner may feel these images do not meet those expectations. In this case, 360 Home VI, LLC will work closely with the agent/homeowner to correct the issue and photos. A reasonable amount of re-editing will be performed at no additional cost. If a return trip is requested due to issues in the photos regarding decluttering, additional photos not specifically requested prior to shoot, or other aspects that are not directly the responsibility of 360 Home VI, LLC, there will be a charge. A minimum reshoot fee of $65 will be charged to the agent/client, unless it is the direct responsibility of the photographer where then there will not be a charge (ie. missing specific shot requested prior to shoot). Everyone has a different idea of their "best photo" but prior to hiring 360 Home VI, please carefully review the portfolio as there will be no refunds issued to clients who are not happy with the "style" of photography. “Style” refers to image angles, color, and any other visual aspect of the photo.

 

   6. WARRANTY; DISCLAIMER.

360 Home VI represents that it shall perform its obligations under this Agreement in a timely and workmanlike manner, consistent with generally acceptable industry standards. In the event of any breach of the foregoing warranty, as Customer’s sole and exclusive remedy, 360 Home VI shall use commercially reasonable efforts to re-perform its obligations promptly in a manner that cures such breach. EXCEPT FOR THE FOREGOING WARRANTY, THE 3D SERVICES AND CAPTURE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. 360 Home VI DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE 3D SERVICES AND CAPTURE SERVICES. VENUE VIEW DOES NOT REPRESENT OR WARRANT THAT 3D SERVICES OR CAPTURE SERVICES WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, THAT THE 3D SERVICES AND CAPTURE SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE 3D SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE 3D SERVICES WILL BE CORRECTED. IN ADDITION, VENUE VIEW MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING: (A) THE APPROPRIATENESS OF THE 3D SERVICES FOR USE IN FOREIGN JURISDICTIONS; OR (B) THE TIMING OF 3D SERVICES PROVIDED TO CUSTOMER.