TERMS AND CONDITIONS
“You” “Your” means the customer entering into a service contract with ORBITVISIONS LLC, all of your agents, affiliates, and employees.
“Service Contract” means the contract for services entered into between You and ORBITVISIONS LLC.
“3D Showcase” means an application, using the Positional Technology and WebGL or other technologies as specified by Matterport now or in the future, that displays Showcase Imagery within a Standard 3D Model to enable a user to navigate through a virtual depiction of a particular space through a Web browser or mobile application.
“Positional Technology” means Matterport’s proprietary technology that specifies the location of Digital Objects. “Digital Objects” means digital files or metadata such as visual files, annotations, digital media, or other information, which can be displayed in specified locations within a Standard 3D Model.
“Showcase Imagery” means imagery that combines Digital Objects generated on the Matterport Portal, in whole or in part, with a standard 3D model.
SHOWCASE IMAGERY COPYRIGHTS.
ORBITVISIONS LLC will own the copyrights in all Showcase Imagery. Matterport Inc. will own all digital copies of Showcase Imagery, and You shall only access the Imagery as permitted by ORBITVISIONS LLC and/ or Matterport Inc. ORBITVISIONS LLC has Your permission to use Your tour for marketing purposes on their website and/or samples of work completed. ORBITVISIONS LLC has no physical file property that can be saved to disk, stored to any storage device or transferred to You the customer.
PERMISSION TO USE
You may allow, and are encouraged to allow, third parties to view any of Your Standard 3D Models or 3D Showcases: (a) Directly on the Matterport Portal; (b) in the form of a screen shot of fly-through video file that is captured through functionality provided on the Matterport Portal and/or through third-party screen capture software; (c) on an .OBJ filed exported in accordance with Section 7.7 of the Matterport Agreement; or (d) through a link to the Matterport Portal provided by Matterport; provided that Matterport may, but is not obligated to, provide support to any such third parties.
STORAGE; SECURITY; TRANSMISSION
You acknowledge that certain servers and databases are maintained on behalf of ORBITVISIONS LLC by or on behalf of Matterport to store Raw Camera Imagery, Showcase Imagery, Derived Imagery and other data processed by the Matterport Portal, and that Matterport may keep such information indefinitely or delete it following the expiration of the time period set forth in the Service Contract or the Matterport Agreement. You acknowledge that no security measure can guarantee against compromise, and Matterport does not guarantee that the servers and databases underlying the Matterport Portal will not experience any such compromise. You also acknowledge that the Showcase Imagery transmitted by ORBITVISIONS LLC and/ or Matterport Inc. to and from You and Authorized 3rd parties via the internet and other technologies, and that such transmissions cannot be made to be 100% secure or free from risk of compromise.
TECHNICAL SUPPORT SERVICES.
ORBITVISIONS LLC is a licensed user of Matterport, Inc. 3D technology and it has access to Matterport’s portal. ORBITVISIONS LLC will maintain the required licenses with Matterport, Inc. for the duration of this Contract. ORBITVISIONS LLC will work with Matterport, Inc. to ensure that Customer’s 3D showcase is operating properly, to the extent that ORBITVISIONS LLC is performing the services above. Technical support for Matterport technology, including Matterport 3D showcase will be provided by Matterport. Matterport will use commercially reasonable efforts to keep the Matterport Portal operational, exclusive of downtime necessary for scheduled and emergency maintenance.
USAGE DATA AND DERIVED DATA.
You acknowledge that ORBITVISIONS LLC and/ or Matterport may aggregate some of the data collected with similar information collected from other Matterport 3D Vision Systems users, and may share that information with third parties; provided however, that any such information shared will not identify You individually.
Through Your use of the Matterport Portal, You consent to the collection and use of information Matterport, its service providers, and ORBITVISIONS LLC collect from You, including the transfer of this information within and between the United States and/ or other countries for storage, processing, and use my ORBITVISIONS LLC and Matterport, its affiliates and service providers, and third parties with which it has strategic relationships.
NO WARRANTY & LIMITED WARRANTY
THE MATTERPORT PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. MATTERPORT DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MATTERPORT DOES NOT REPRESENT OR WARRANT THAT THE MATTERPORT PORTAL WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE MATTERPORT PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE MATTERPORT PORTAL WILL BE CORRECTED.
ORBITVISIONS LLC and its employees, agents, or representatives will not at any time or in any matter, either directly or indirectly, use for the personal benefit of ORBITVISIONS LLC or divulge disclose or communicate in any manner, any information that is proprietary to Customer. ORBITVISIONS LLC and its employees, agents and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after termination of this Contract. ORBITVISIONS LLC and its employees, agents, or representatives may disclose Customers information as is necessary to fulfill the terms of this Contract and/ or to fully perform under this contract. Any oral or written waiver by Customer of these confidentiality obligations which allows ORBITVISIONS LLC to disclose Customer’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect or all other occurrences.
This Contract shall be construed in accordance with the laws of the State of Arizona.
You acknowledge that by providing You access to the Matterport Portal, ORBITVISIONS LLC and/ or Matterport does not assume any responsibility or liability for any risks associated with Your business. You shall defend, indemnify and hold harmless ORBITVISIONS LLC and/ or Matterport, its affiliates, and their respective officers, directors, employees, and representatives from and against all claims by any third party arising out of or relating in any way to the conduct of Your business or the use of or inability to use the Matterport 3D Vision System, and all associated losses, costs, damages, and settlements, including reasonable legal fees and expenses. In the event of a claim report of which ORBITVISIONS LLC seeks indemnification from you, ORBITVISIONS LLC will promptly notify You in writing of the claim, cooperate with You in defending or settling the claim at Your expense, and allow You to control the defense and settlement of the claim, including the selection of attorneys; provided, however, that You shall not settle any claim unless such settlement completely and forever releases the indemnified ORBITVISIONS LLC party from all liability with respect to such claim or unless the indemnified ORBITVISIONS LLC party consents to such settlement in writing.
You may terminate this Agreement and Service Contract at any time upon 15 days prior written notice to ORBITVISIONS LLC. ORBITVISIONS LLC may terminate this Agreement and Service Contract at any time if You have failed to pay any fee when due as outlined in this contract. ORBITVISIONS LLC may also terminate this agreement prior to the Service Contract date if You have committed any other material breach of this Agreement or Service Contract and failed to cure the material breach within 10 days after receiving written notice of the breach from ORBITVISIONS LLC.
This Agreement shall not be construed against either party. If any term, provision or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
BY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE ORBITVISIONS LLC WEBSITE OR PORTAL, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/ OR NOTICES, YOU MAY NOT ACCESS OR USE ORBITVISIONS LLC WEBSITE OR PORTAL, OR THE MATTERPORT WEBSITE OR PORTAL.
ORBITVISIONS LLC reserves the right to revise any portion of this Contract in its sole discretion at any time and without prior notice to Customer by updating this posting, such changes to be effective prospectively. Thus, Customer should visit ORBITVISIONS LLC web page for changes. If Customer disagrees with any changes to this Contract, Customers sole remedy is to discontinue Customer’s use of the Service. Customer’s continued use of the Service after a change has been posted constitutes Customer’s acceptance of the change thereafter.
IN NO EVENT WILL ORBITVISIONS LLC OR MATTERPORT OR ITS AFFIALIATES OR LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS; GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF MATTERPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF ORBITVISIONS LLC OR MATTERPORT AND ITS AFFIALIATES AND LICENSORS UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE AMOUNTS PAID TO ORBITVISIONS LLC BY YOU UNDER THESERVICE CONTRACT.