Matterport for Government App End User License Agreement

Last updated: December 23, 2024

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING THE APP ON AN YOUR MOBILE DEVICE, YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE FOREGOING, MATTERPORT DOES NOT AUTHORIZE YOU TO INSTALL OR USE THE APP. IF YOU ARE INSTALLING THE APP ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

This Matterport for Government App End User License Agreement (“Agreement” or “EULA”) is entered into between Customer (“Customer” or “You”) and Matterport, Inc. (“Matterport”) with its headquarters located at 352 East Java Drive Sunnyvale, CA 94089, and governs Your use of the Matterport application (the “App”) on an iOS or Android device. 

This EULA supplements and incorporates Matterport’s online Terms of Use (“Terms of Use”) which govern Customer’s use of our Services and the Matterport Platform, defined below. Undefined capitalized terms used herein shall have the meaning set forth in the Terms of Use. The EULA and the Terms of Use together constitute a binding agreement between Customer and Matterport.

1. Parties. This Agreement is between You, the end user of the Matterport application and services, and Matterport only, and not Apple, Inc. (“Apple”) or Google, LLC or its affiliated companies (collectively, “Google”). Matterport, not Apple or Google, is solely responsible for the App and the content thereof. Neither Apple nor Google will be responsible for, or have any liability whatsoever under, this Agreement.   Notwithstanding the foregoing, Apple and Apple’s subsidiaries have the right to enforce this Agreement against You as a third party beneficiary. 

2. Access to Matterport Camera and Matterport for Government Platform. To use the App, You must have access to a smartphone or tablet, or at your option, a camera or 2D or 3 D data capture system system supported by Matterport (each, a “Camera”). You must also subscribe to the Matterport for Government’s proprietary cloud-based application platform (the “Platform”).  Purchase and use of any Camera is subject to the Matterport Hardware Terms and Conditions of Sale; use of the Platform is subject to the Matterport Platform Subscription Agreement and Matterport’s online Terms of Use; and all of these terms are supplemented by the Matterport Government Addendum. Please read the Matterport Hardware Terms and Conditions of Sale, the Matterport Platform Subscription Agreement, Matterport’s Terms of Use and the Matterport Government Addendum carefully.  Use of your smartphone, any supported camera, or 2D or 3D data capture or collection system provided by a third party manufacturer is subject to the terms and conditions of that manufacturer. 

3. Limited License. Subject to the terms and conditions of this Agreement, Matterport hereby grants You a limited, non-exclusive, non-transferable, revocable license to install and use the App for lawful purposes solely in connection with a Camera and Your Platform account, and only on an Apple-branded product that runs iOS or iPadOS and that You own or control (or that can access the App via family sharing accounts associated with You) or (b) a device that can access Google Play and that You own or control (or that can access the App via family sharing accounts associated with You). The App is designed to communicate with a Camera and the Platform using Wi-Fi, cellular data, or Bluetooth (for Cameras that support it). You are authorized to use the App with those networks, as available. You acknowledge and agree that transmitting data over any network, including Wi-Fi, is not 100% secure or free from risk of compromise, and that Matterport will have no responsibility for any security breach or compromise resulting from network transmission of data. 

4. License Restrictions. Except as expressly set forth in this Agreement, You must not, and must not authorize any third party to, in whole or in part, except as expressly authorized in this Agreement: (i) copy the App; (ii) reverse engineer, decompile, modify, translate or disassemble the App; (iii) sell, rent, sublicense, distribute, disclose, publish, assign or otherwise transfer any rights in the App without Matterport’s prior written consent; (iv) modify, or create derivative works based upon, the App, in whole or in part; (v) permit any third party to benefit from the use or functionality of the App via a timesharing, service bureau or similar arrangement; (vi) remove any proprietary notice or branding from the App; (vii) exploit the App or do anything which adversely affects Matterport’s right, title or interest in or to the App; (viii) if applicable, use, manipulate, or exploit any AI functionalities within the App in a manner that contravenes Matterport’s Generative AI Guidelines including modifying AI-generated outputs in ways that introduce bias, generate synthetic content that violates individual or third-party rights, or otherwise use such outputs in a harmful or unauthorized manner.  Notwithstanding subsection (viii), permissible edits to AI-generated text, such as for content adjustment or personalization, are allowed, provided they do not breach the Generative AI Guidelines. You acknowledge that the source code underlying the App is Matterport’s confidential and proprietary information. You must comply with applicable third party terms of agreement when using the App (e.g., You must not be in violation of Your wireless data service agreement when using the App).  Google may have the right to remove the App from Your device and/or Google Play in certain circumstances described in the Google Play Developer Distribution Agreement, and Matterport will have no liability to You in that event. 

5. Term and Termination. The term of this Agreement and the license granted herein continues until this Agreement is terminated by either party. You may terminate this Agreement at any time by permanently discontinuing use of, and deleting all copies of, the App. This Agreement terminates automatically if You fail to comply with any of the terms of this Agreement. Upon any termination of this Agreement, You must cease use of the App and destroy all copies of the App. 

6. Ownership. As between You and Matterport, except for any rights expressly granted to You in this Agreement, Matterport will retain all rights, title and interest in and to the App, including any associated copyright, patent, trade secret, trademark or other intellectual property rights. 

7. Warranty Disclaimer. THE APP IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MATTERPORT MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING DISCLAIMER, MATTERPORT MAKES NO WARRANTY THAT THE APP WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE APP WILL MEET YOUR REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER APPLE NOR GOOGLE WILL HAVE ANY WARRANTY OBLIGATION WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE APP. Some jurisdictions do not allow some of the foregoing exclusions or limitations, so some of these exclusions or limitations may not apply to You. 

8. Privacy. You must not intentionally use the App to capture imagery containing any personal data, and You must take all steps reasonably necessary to minimize the risk of unintentional capture of imagery containing personal data (however arising).  However, to the extent that any personal information is captured in or is otherwise evident from the imagery You capture using the App, You must ensure that You have obtained (or are otherwise in possession of) all rights, permission or consents necessary to allow the capture and use of that imagery. Matterport will have the right to use certain information collected through the App as set forth in Matterport’s Privacy Policy and in the Platform Subscription Agreement.  Google and Apple may have the right and ability to collect and use certain data regarding Your use of the App in accordance with their respective privacy policies and terms governing their app stores, and Matterport has no control over, or responsibility for, any of that data collection and use.

9. Technical Support. Matterport may, but is not obligated to, provide maintenance or other technical support for the App. Neither Apple nor Google has any obligation whatsoever to furnish any maintenance and support services with respect to the App, and You should not contact Apple or Google for maintenance or support services. To the extent that any maintenance or technical support is required by applicable law, Matterport, not Apple or Google, will be obligated to furnish any of that support. Matterport may make changes to the App at any time without notice. Nothing in this Agreement obligates Matterport to support or provide You with updates or error corrections to the App. 

10. Third-Party Claims. Matterport is not obligated to indemnify, defend or hold You harmless with respect to any third-party claims arising out or relating to the App, including without limitation any claims that Your possession and use of the App infringes that third party’s intellectual property rights. To the extent Matterport is required by applicable law to provide any indemnification, Matterport, and not Apple or Google, will be solely responsible for the investigation, defense, settlement and discharge of any claim of that kind. Nothing in this Agreement shall be deemed an admission that any such claims may arise. Matterport does not agree or admit that any claims exist or may arise, and nothing in this Agreement implies that any claims exist or may arise. 

11. Product Claims. Matterport, not Apple or Google, is responsible for addressing any claims by You relating to the App or Your use or possession of the App, including but not limited to: (i) any product liability claim; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, privacy, or similar legislation. Nothing in this Agreement implies that You may have any claims. 

12. Limitation of Liability. IN NO EVENT WILL MATTERPORT OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF MATTERPORT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF MATTERPORT AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED USD$50.00. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of these limitations, the financial and other terms of this Agreement would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to You. The exclusions and limitations of liability set forth in this Agreement will not apply in respect of any liability that cannot otherwise be excluded or limited under applicable law. 

13. Notice to United States Government End Users. If You are the U.S. Government or if You are a contractor or subcontractor (at any tier) of the U.S. Government and are licensing the App for use by the U.S. Government or in connection with any contract or other transaction with the U.S. Government, You acknowledge that by installing and using the App, the App qualifies as “commercial computer software” and that any associated documentation qualifies as “commercial computer software documentation” within the meaning of the applicable acquisition regulations. Accordingly, You receive only those rights with respect to the App as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7202-4, with respect to the Department of Defense and its contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government customers and their contractors. The terms and conditions of this Agreement are fully applicable to the Government’s use and disclosure of the App and associated documentation, and shall supersede any conflicting terms or conditions. 

14. Compliance with Law. You represent and warrant that (i) You are not located in a country or region that is subject to a comprehensive U.S. Government embargo (currently including Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine); and (ii) You are not designated on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s Specially Designated Nationals List and the U.S. Commerce Department’s Entity List, or any other applicable U.S. or non-U.S. government list of entities with respect to which transactions are forbidden or restricted. You may not export, re-export, import, or transfer the App in violation of any applicable export control or sanctions laws or regulations, and You may not assist or facilitate others in doing any of the foregoing. You agree not to use the App for any use, nor divert the App to any end-user, prohibited by the laws and regulations of the United States. You acknowledge that it is Your responsibility to comply with any and all applicable sanctions, export and import laws. 

15. Governing Law; Venue. This Agreement shall be interpreted in accordance with the laws of the state of California without reference to its conflict of law provisions. Any claims, litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder shall be conducted exclusively before the state and federal courts in and for San Francisco County, California, and the parties specifically consent to San Francisco, California, as the exclusive venue for any such proceeding. If You are the U.S. Government, this Agreement shall be interpreted in accordance with federal law. If You are (a) an agency of a state or local government in the United States, or (b) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of the applicable state and located within the state’s jurisdiction and geographic boundaries, this Agreement shall be interpreted in accordance with the laws of Your state and Your state shall be the applicable venue for any litigation, suit, or other proceeding relating to this Agreement. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights. In any action, You and Matterport irrevocably waive any right to a trial by jury. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, or the Uniform Computer Information Transaction Act, the application of which is expressly excluded. 

16. Miscellaneous. If any provision of this Agreement is unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions. This Agreement and any policies and guidelines incorporated in this Agreement by reference constitute the entire agreement between the parties relating to the subject matter of this Agreement (unless You are a beta customer of Matterport, in which case any conflicting terms of Your beta customer agreement with Matterport will control as long as that agreement is in effect). You are not permitted to assign these Terms without the prior written consent of Matterport, which consent Matterport will not withhold unreasonably. Any attempt by You to assign other than in accordance with this provision will be null and void. No amendment of any provision of this Agreement will be effective unless made in accordance with the third paragraph of this Agreement or set forth in a writing signed by a representative of Matterport and You, and then only to the extent specifically set forth in the Amendment. No waiver by Matterport of any condition or the breach of any provision of this Agreement in any one or more instances will be deemed a further or continuing waiver of the same or any other condition or provision.  The parties acknowledge and agree that a material breach of this Agreement adversely affecting Matterport’s proprietary rights would cause irreparable harm to Matterport for which a remedy at law would be inadequate and that Matterport will be entitled to injunctive relief in addition to any remedies it may have hereunder or at law. 

17. Contact. If You have any questions regarding the App or this Agreement, please contact Matterport, Inc. at [email protected], via our support page at  https://support.matterport.com/s/article/Contact-Support, or by phone at +1 (408) 805-3347or at 352 E Java Dr, Sunnyvale, CA 94089.  Unless otherwise specified in this Agreement, all notices, invoices and other communications required or permitted to be given or made hereunder must be in writing and: (i) if to Matterport, delivered personally or sent by pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to Matterport, Inc., 352 East Java Drive, Sunnyvale, CA 94089, Attn: Legal Notices; or (ii) if to You, by email or by posting to Your account on the Platform. 

Prior versions can be viewed here: