Las Vegas 3D Tours Service Agreement
This Las Vegas 3D Tours Services Agreement (the “Agreement”), effective as of REQUESTED OR SCHEDULED SERVICE DATE and time (the “Effective Date”), is entered by and between Las Vegas 3D Tours.
Located in Las Vegas, Nevada (“Service Provider”), and You the Customer located in the State of Nevada (“Customer,” “you,” “your”).
1.DESCRIPTION OF SERVICES
The service provider, Las Vegas 3D Tours, will offer the following services related to 3D Tours to the customers:
A- Matterport Space is the platform that Las Vegas 3D Tours will use to host the following services for the customers:
Floor Plan mode
The concerned people may share it through a URL or an embedded code.
B- The customer may preorder and request as many picture as needed.
C- The Las Vegas 3D Tours may travel to the customer’s location to scan the interior of the service area. I may use different 360 Cameras and Matterport software programs for imaging and capturing.
D- The customer may use the Las Vegas 3D Tours service for specific objectives. It may include:
Sell or promote property
Promote customer’s business
To be used in the customer’s marketing campaign(s).
E- Additional services: there are some other services. These services are described on the website of Las Vegas 3D Tours that is http://www.lasvegas3dtours.com/
F- The customer may request a date and service location, and it should be scheduled and confirmed by Las Vegas 3D Tours.
Delivery may be subject to the following terms and conditions:
Las Vegas 3D Tours will give a URL of completed service and an embed code. There will be access to guided tours and career experience if it is ordered so.
The customer understands the fact that Matterport Space hosts all the products, and t is hosted on the service provider platform.
The customer will not get the digital assets for Matterport Space.
Snapshots and 2 D floor plans should be conveyed through email or other third Party digital messaging service.
The service provider will provide all the captured 3D services to the customer not later than 48 hours after the shoot of images and capture services and after the payment is received.
Customers can request the privacy of contact details and other external links for the use NonBranded MLS requirements.
The Agreement authorizes the service provider to process and host the captured spaces on its platform for 6 months or until the customer sells, cancels the real estate listings. If it is expired or rented or until the payment is not received after the capture service is completed. After the completion of the ghosting term, Matterport Space will make it private. The service provider may delete it any time from the account.
Preparation of service location
It will be the responsibility of the customer to prepare the location for service before capture service is provided; there should be no limitation. The customer will remove confidential or unwanted items. The customer will adjust furniture and decor to the desired position and Turn on all interior lighting: lamps, countertop, cook top, accent, and art illumination. He will inform the service provider that sure rooms or areas that should be excluded from Capture Services. It is necessary to ensure the Service Location(s) is free of contractors, subcontractors, real estate b, photographers, persons, pets, or moving objects, and is in a clean, safe condition. If there is no alternative arrangement, and the service location is not prepared accordingly. It will be the discretion of service providers to declare the space unready and reschedule the date of capture service. If the service location is not clean and safe and there are small alignment issues such as mirror, glass, window, and other reflective views, it will be the responsibility of the customer, and the service provider will have no liability for the wrong capture due to reflective views. Customers will make sure that the service provider’s technician may access the space for up to six-hour upon the day of capture service. The customer and its representative will ensure their presence at the time of the capture service process. It is necessary for the approval of shots.
It is the responsibility of the customer to cooperate with the service provider when and where it is required for Service Provider’s performance of the capture Services and Provision of the 3D Services.
Under the provision of this Agreement, the service provider offers no guarantee of outdoor 360 view positions. It is at the discretion of the service provider to capture and schedule the time for the service provision.
You the customer have the full authorization from the property owner for the usage of property to scan for a 360 3D Tour.
It is upon the customer to unlock the property or shooting area before the scheduled capture service. The customer will also be responsible for locking and securing the property during Capture Service and after the Capture Service has been completed.
Fees, transactions: canceling and rescheduling policy
2. Payments and Fees
The customer needs to pay the Service Provider total fees of; as invoiced to Customer for the 3D Services and Capture Services requested or scheduled. These fees will be itemized in a separate invoice or order document provided to the Customer.
No deposit needed
A- Invoice and payment of the balance
After the service provider finishes the process of capture service, the customer will pay the service provider. The payment may be done via a credit card or a check and will pay the balance upon receiving the invoice. The refund will be processed in the USA dollar. In case the customer fails to pay any amount without limiting any other remedies available to Service Provider: (a) Customer will pay interest on the overdue amount at the lesser of 1% percent per month or the highest rate permitted under applicable law and is held responsible for the cost of collection including reasonable attorney fee, and (b) Service Provider will have the right to suspend providing the 3D Services to Customer until such overdue amount is received.
Cancellation and rescheduling
If a customer needs rescheduling or cancellation, a message through email or text ma is sent to the service provider for cancellation or rescheduling of capture date. If the customers communicate cancellation no lesser than 24 hours before capture service date, he will be responsible for paying $50 as cancellation charges. If the customer sends a rescheduling request less than 24 hours before the pre-arranged capture service date, he will pay $50 as rescheduling fees. If the service provider indicates that the capture service property has not been prepared or evacuated according to the specifications of the Agreement, the $50 taxes will also be imposed on the customer. In case of cancellation, the service provider will refund the payment within 30 days from the cancellation date.
All the fees that are paid to the service provider by customer under the terms of this Agreement are exclusive of any type of taxation including sales, use, excise, import or export, value-added, or withholding tax, levy or similar governmental charge that may be legally assessed by any jurisdiction. The service provider will not be responsible in this respect. However, the customer has no liability for the income or franchise taxes of Service Provider.
PROPRIETARY RIGHTS AND LICENSES
A- ownership: service provider and those who are licensed from the service provider have the property overall rights title and interest including intact property right in
all 3D service and any technology related to this service
All the all look and feel, improvements, updates, modifications, translations, copies, compilations and derivative works related to any of the foregoing.
If the rights are not expressively granted to the customer in the preceding, these rights are well reserved by the service provider. The customer recognizes that the service provider will have the right to use and distribute any 3D service at the discretion of the service provider.
License to customer
The service provider grants the customer non-exclusive non-transferable, non-sublincensable lines during the term for:
use and distribute URLs and embed codes linking to the Matterport Space(s) (including any associated Guided Tours and CoreVR Experience, if ordered) hosted on the Matterport Platform
To use and distribute Matterport Spaces Snapshots and Matterport Spaces 2D Schematic Floor Plans (if requested).
When the Agreement is expired or terminated, the customer will bring an end to the use on 3D service and delete all the copies of the service provided by the service provider. It includes all content and data that is under customer possession or control. No hyperlink will be modified by the customer and will not destroy any attribution. Customer will not:
1- Alter, remove or destroy any attribution, proprietary markings (e.g., copyright and trademark markings) or confidential legends placed upon or contained within the 3D Tours;
2-decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of any software underlying the 3D Tours;
2- distribute, in conjunction with any 3D Tours, any content that contains or promotes fraudulent, deceptive or illegal activities, pornography, excessive violence, “hate speech,” malicious code or misleading advertising;
4- access or use any API provided by the service provider without the prior written authorization of, service provider or otherwise access service provider 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).
During the agreement period, the customer may ask any time that Las Vegas 3D Tours designate of services as public or private. If it is designated as private, it will not access and viewed by the public. Las Vegas 3D Tours will allow the request immediately.
Las Vegas 3d Tours has No Affiliation with Matterport Spaces
The customer understands and confirms that Las Vegas 3D Tours is an independent entity and provides its service in the same manner. It is not an employee or agent of any assistance. Moreover, Las Vegas 3D Tours is assisting the public under a license and an agreement between the Las Vegas 3D Tours and Matterport Spaces.
The service provider has some obligations under the terms of this Agreement and is bound to provide its services in a timely and work manly manner. The service is inconsistent with industry standards and best practices. If there is a breach of any preceding warranty, the customer will b provided a remedy. In such cases, the service provider will again offer the service for treatment and to follow the best practices. In this way, it will cure any service terms breach.
Except for the preceding warranty, the 3D service and capture service on AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, whether it is written or oral, whether it is clear or implied, no warranty is provided. The service provider disowns on its behalf and its affiliates and licensors, all implied and explicit warranties INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, concerning THE 3D SERVICES AND CAPTURE SERVICES. SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT 3D TOURS OR CAPTURE SERVICES WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, THAT THE 3D TOURS AND CAPTURE SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE 3D SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, DOESN’T GUARANTEE IN UNINTERRUPTED HOSTING SERVICE, OR THAT ANY DEFECTS IN THE 3D SERVICES WILL BE CORRECTED. Also, SERVICE PROVIDER 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 TOURS PROVIDED TO CUSTOMER.
In some jurisdictions, there are no disclaimers of implied warranties, so I such a situation, it may not apply to the customer. In this Agreement, no guarantee may be disclaimed under applicable rules and regulations.
Customer, at Customer’s own expense, will indemnify, defend and hold harmless Service Provider, its corporate affiliates and licensors, and their respective officers, directors, employees, representatives and agents (each a “Service Provider Indemnities”) from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) arising there from (each a “Claim”), brought by any third party against a Service Provider Indemnities to the extent that such Claim is based on, or arises out of: (a) a breach, or potential breach, of any of Customer’s obligations under this Agreement; (b) Customer’s use of the 3D Tour; (c) any allegation that Customer has not obtained all consents, approvals, licenses, and permissions necessary for Customer, Service Provider or their respective subcontractors, as applicable, to have access to a Service Location captured in any 3D Tours and/or to obtain and use imagery of such Service Location; or (d) any alleged or actual fraud, gross negligence or willful misconduct of Customer or Customer’s subcontractors or agents. In the event of a claim in respect of which a Service Provider Indemnities seeks indemnification from Customer under this Section, the Service Provider Indemnities will promptly notify Customer in writing of the Claim, cooperate with Customer in defending or settling the Claim at Customer’s expense, and allow Customer to control the defense and settlement of the Claim, including the selection of attorneys; provided, however, that Customer shall not settle any claim unless such Agreement entirely and forever releases the Service Provider Indemnities from all liability concerning such Claim or unless the Service Provider Indemnities consents to such settlement in writing.
LIMITATION OF LIABILITY
EXCEPT IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, CUSTOMER’S BREACH OF SECTION 3, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, ITS AFFILIATES OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; AND (b) IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY before THE DATE THE CAUSE OF ACTION AROSE. NEITHER SERVICE PROVIDER NOR MATTERPORT SHALL BE RESPONSIBLE OR LIABLE FOR ANY PERSONAL OR CONFIDENTIAL INFORMATION CAPTURED OR DISPLAYED IN ANY 3D SERVICE. IN NO EVENT WILL THE SERVICE PROVIDER BE RESPONSIBLE TO CUSTOMER IN AMOUNT OF EXCESS OF FEES PAID BY CUSTOMER. CUSTOMER IS RESPONSIBLE FOR PREPARATION OF EACH SERVICE LOCATION, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY OBJECTS OR PEOPLE DISPLAYED IN ANY 3D Tours. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.
TERM, TERMINATION, AND EFFECT OF TERMINATION
8.1.Term. This Agreement will take effect on the Effective Date and, unless earlier terminated by this Agreement, will remain in effect until all of the Capture Services and 3D Tour Services have been completed (“Term”).
8.2.Termination for Breach or Bankruptcy. Either Party may terminate this Agreement immediately by written notice to the other Party upon the occurrence of any of the following events: (a) the other Party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days following written notice of infringement by the terminating Party; or (b) the other Party experiences insolvency or bankruptcy or its property becomes subject to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
8.3.Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (a) Customer will immediately cease all access to and use of all 3D Services, and the license granted to Customer concerning the 3D Tours shall immediately terminate; (b) unless Customer is terminating the Agreement for cause according to Section 7.2, Customer shall, within thirty (30) days of expiration or termination, pay to Service Provider all amounts then accrued and payable under this Agreement; (c) unless Service Provider is terminating the Agreement for cause according to Section 7.2, Service Provider shall, within thirty (30) days of expiration or termination, refund to Customer the amount of any unused fees prepaid by Customer; and (d) Sections 3.1, 3.3, 4, 5, 6, 7, 8.3 and 10 shall survive. Neither Party will be liable for exercising any termination right under this Agreement. Except as expressly provided, expiration or termination of this Agreement shall not release either Party from any liability or obligation that had already accrued as of the effective date of expiration or termination. The expiry or termination shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, which a party may have hereunder at law, in equity or otherwise or which may arise out of or in connection with such termination. Termination or expiration of this Agreement hereunder by either Party shall not limit either Party from pursuing any other remedies available to it, including injunctive relief. In the event of a claim of infringement or violation of third-party proprietary rights relating to the 3D Tours or Capture Services, the Parties may mutually agree to terminate certain rights granted hereunder.
Neither Party shall be liable to the other for any default or delay in the performance of any of its obligations under this Agreement (other than a failure to pay fees when due) if such default or delay is caused, directly or indirectly, by any cause beyond such Party’s reasonable control (each, a “Force Majeure Event”); provided, however, that the Party affected by the Force Majeure Event shall give the other Party with prompt written notice of the Force Majeure Event and use commercially reasonable efforts to minimize the effect of the Force Majeure Event upon such Party’s performance; provided, further, that should the performance by either Party of its obligations under this Agreement be prevented by a Force Majeure Event for more than thirty (30) days, the other Party shall have the right to terminate this Agreement without liability to the non-performing Party and receive a refund of any unused fees prepaid by such terminating Party if any.
This Agreement shall be governed by the laws of the State of Nevada without regard to its conflict of law rules. The customer shall comply with all applicable laws and regulations relating to Customer’s use, display, and distribution of the 3D Tours.
Any claims or litigation arising under this Agreement will be brought by the parties solely in the Las Vegas state of Nevada.
ASSIGNMENT OF RIGHTS
Neither Party shall assign this Agreement without the prior written consent of the other Party, which consent the other Party shall not withhold unreasonably; provided, however, that either Party shall have the right to assign this Agreement and the obligations hereunder to any company affiliate or any successor of such Party by way of merger, consolidation, reorganization or in connection with the acquisition of at least a majority of the business and assets of the assigning Party relating to the Agreement. Any attempt by either Party to assign other than by this provision shall be null and void.
NOTICE IN WRITING
Unless otherwise specified herein, all any notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by email or by overnight courier to the intended recipient thereof at such address of a party set out herein or otherwise provided by a party; provided, however, that any notices regarding breach or termination of this Agreement shall only be given by overnight courier.
PARTIES ARE INDEPENDENT CONTRACTORS.
The parties acknowledge that the relationship of the parties is that of independent contractors and that nothing contained in this Agreement shall be construed to place the parties in the relationship of principal and agent, partners or joint ventures.
No amendment of any provision of this Agreement shall be effective unless outlined in a writing signed by a representative of Service Provider and Customer, and then only to the extent expressly set forth therein.
No waiver by either Party of any condition or the breach of any provision of this Agreement in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or requirement.
ATTORNEY’S FEES AND COSTS
If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing Party shall be entitled to reimbursement from the other Party for its expenses and reasonable attorneys’ fees associated with the action, in addition to any other relief to which such prevailing Party may be entitled.
If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable, the parties intend that the remaining terms hereof or part hereof shall constitute their Agreement concerning the subject matter hereof and thereof and all such remaining terms, or portions thereof, shall remain in full force and effect.
Service Provider will have the right to refer to Customer’s name in lists of Service Provider’s customers.
A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature.
This Agreement embodies the entire Agreement between the parties concerning the subject matter hereof and thereof. It excels all prior negotiations, discussions, agreements, and understandings between the parties relating to the subject matter hereof and thereof.
By scheduling, purchasing, and using the Service(s) provided by Las Vegas 3D, the “Service Provider,” you the “Customer” acknowledges and agrees to the Las Vegas 3D Services Agreement “TERMS.” By doing so, each Party has caused this Agreement to be executed by its duly authorized agent as of the Effective Date.
Las Vegas 3D Tours (Christopher Thompson) and you the Customer (You)