Matterport Capture Services Terms

Last updated: July 22, 2024

These Capture Service Terms shall apply to  Orders executed on or after the Last Updated date set out above. If You have purchased Capture Services On Demand via our website, then your purchase shall be governed by Matterport’s Capture Services On Demand Terms located here. 

BY COMPLETING THE ORDERING PROCESS FOR CAPTURE SERVICES AND ACTIVATING THE CONFIRM BUTTON OR BY SIGNING AN ORDER THAT INCORPORATES THIS AGREEMENT BY REFERENCE, YOU AGREE TO THE FOLLOWING MATTERPORT CAPTURE SERVICES TERMS AND CONDITIONS (“CAPTURE SERVICE TERMS”). IF YOU ARE ENTERING INTO THESE CAPTURE SERVICES TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE CAPTURE SERVICES TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

These Capture Service Terms are entered into between You (“You” or “Customer”) and Matterport, Inc., (“Matterport”), with its headquarters located at 352 East Java Drive Sunnyvale, CA 94089, as of the date (“Effective Date”) that You click the “Confirm” button on any order for Capture Services or the Order Effective Date as set out in an Order.

These Capture Service Terms supplement Matterport’s online Terms of Use (“Terms of Use”) and Platform Subscription Agreement, or any successor agreement (the “PSA”), which govern Your use of our services and the Matterport Platform. Undefined capitalised terms used herein shall have the meaning set forth in the Terms of Use or PSA. 

WHEREAS, You desire to engage Matterport or its subcontractor to provide certain services necessary to scan requested locations (or physical addresses) (each a “Subject Property”) for the purpose of creating a Matterport Space.

NOW, THEREFORE, for adequate consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions and Interpretation

The following words and expressions shall have the following meanings, unless the context requires otherwise:

“Cancellation Fee” means an amount equal to 50% of the fees payable in respect of the Capture Services  and any applicable Surcharges.

“Capture Commitment” means the total fixed spend denoted as a USD (or other currency specified in the Order) amount of Capture Services Fees resulting from Capture Services Jobs that Customer commits to purchasing from Matterport during the Capture Period pursuant to (and as identified in) an Order.

“Capture Period” means the period of time set forth in an Order commencing on the start date (identified in the Order) and ending on the earlier of the end date (identified in the Order) or the Early Completion Date and represents the period of time during which Customer may receive Capture Services pursuant to such Order.

“Capture Services” means Matterport’s digital imagery capture services (including but not limited to 3D photography and drone footage), as performed by a Third-Party Operative acting on Matterport’s behalf.

“Capture Services Fees” means all of the fees payable in respect of the Capture Services, as indicated on a Capture Services Order or as provided to You by Matterport, including Surcharges and Cancellation Fees.

“Capture Services Job” or “Job” means the performance of the Capture Services in respect of a particular Subject Property.

“Complex Property” means any Subject Property that: (a) requires a custom plan for the performance of the relevant Capture Services Job or (b) has particular property-specific requirements (whether by reference to its physical design, location or otherwise).

“Early Completion Date” has the meaning in Clause 5.3 of these Capture Services Terms.

“In-Network Cities” means those locations in which Third-Party Operatives are located, as updated from time to time and the details of which are available via the Matterport Website or shall otherwise be provided to Customer (each an “In-Network City”).

“Job Request” has the meaning given in Clause 2.2 of these Capture Services Terms.

“Large Property” means a Subject Property that is larger than 200,000 square feet in size. 

“Off Hours” means any Job in which any portion of the Capture Services occurs between the hours and time zone specified in the Order.

“Off Hours Surcharge” has the meaning given in Clause 5.6 of these Capture Services Terms.

“Property Information” means the information regarding each Subject Property to be provided via the Subject Property Form and which shall include, without limitation, details of: (a) the location (including the address) of each Subject Property; (b) the size (in square feet or square meters) of each Subject Property; (c) the name and contact details of the relevant On-Site individual(s) who will grant Matterport and/or Third-Party Operatives access to each Subject Property or other such essential information necessary to access the Property; (d) any applicable safety rules and procedures which are in force (or otherwise apply) at each Subject Property and with which Customer requires the relevant Third-Party Operative to comply; (e) any particular hazards (or similar) at each Subject Property.

“Relevant Time” has the meaning given in Clause 2.3 of these Capture Services Terms. 

“Subject Property Form” means the form made available to Customer by Matterport via which the Property Information must be provided to Matterport. 

“Surcharge” means as applicable, the Travel Surcharge and the Off Hours Surcharge. 

“Third-Party Operative” means a third-party sub-contractor appointed by Matterport to perform the Capture Services for and on Matterport’s behalf.

“Travel Surcharge” has the meaning given in Clause 5.7 of these Capture Services Terms.

“Unused Commitment” has the meaning given in Clause 5.2.3 of these Capture Services Terms.

2. Provision of Capture Services

2.1. Subject to these Capture Service Terms, the Terms of Use and PSA, and in consideration of the payment of the Capture Service Fees (and any relevant Surcharges), Matterport hereby agrees to procure the performance of the Capture Services at (and in respect of) each Subject Property. Customer acknowledges and agrees that each Third-Party Operative who performs the Capture Services on behalf of Matterport shall be a third-party sub-contractor of Matterport and shall not be employed by Matterport. 

2.2. Matterport shall provide Customer with a link to the electronic Subject Property Form designated for Customer’s use. To commence a Capture Services Job, Customer shall provide Matterport with a completed Subject Property Form (each instance a “Job Request”). Customer is solely responsible for designating and authorizing Customer’s personnel to use and submit Job Requests. Customer shall be liable and bound by each Job Request submitted via the Subject Property Form. Customer is solely responsible for providing accurate information about each Subject Property via the Subject Property Form and shall be liable for any costs incurred by Matterport arising out of or in connection with any incorrect information that is given. 

2.3. Following the submission of a Job Request to Matterport, the Parties shall mutually agree in writing the date(s) and time(s) on which the Capture Services Job(s) shall be performed (the “Relevant Time”). In the event that Matterport identifies a Subject Property as being either a Large Property or a Complex Property, Matterport shall notify Customer and the terms set out in Clause 5.5 of these Capture Services Terms shall apply. In the event the Property Information indicates the Subject Property is not in an In-Network City or involves challenges to access or a hazardous environment, Matterport reserves the right to not accept the Job Request.

3. Matterport Obligations

3.1. Matterport will ensure that the Third-Party Operative who performs each Capture Services Job will comply with all reasonable applicable safety rules and procedures which are in force (or otherwise apply) at a Subject Property, provided that details of such rules and procedures (including, where relevant, copies of the same) are provided to Matterport no less than twenty-four (24) hours before the commencement of any Capture Services Job.

3.2. For the avoidance of doubt, Matterport acknowledges and agrees that all Matterport equipment that is utilised in relation to the provision of a Capture Services Job shall be Matterport’s sole risk and responsibility whilst utilised or otherwise held at the Subject Property.

3.3. Matterport hereby warrants that any and all Intellectual Property Rights which may arise in connection with the performance of the Capture Services by a Third-Party Operative and which vest in such Third-Party Operative are, where possible, legally and beneficially assigned to Matterport.

4. Customer Obligations

4.1. Customer is responsible for providing appropriate access to each Subject Property at the Relevant Time. If Matterport or the Third-Party Operative is unable to: (a) immediately access a Subject Property (or relevant area thereof in respect of which the Capture Services have been ordered) at the Relevant Time;  and (b) the Customer’s On-Site Contact is unavailable at the Relevant Time to provide access, the relevant Capture Services Job may be cancelled by Matterport and Customer shall be charged the Cancellation Fee. 

4.2. Customer hereby , represents, warrants and undertakes to Matterport that: (a) it has all necessary rights, permissions, and licences to permit Matterport to: (i) procure the provision of the Capture Services by the Third-Party Operative at each Subject Property; and (ii) host and display the resulting Matterport Space on the Platform; and (b) the Property Information shall be complete and accurate. 

4.3. Customer shall ensure that it complies and shall ensure that each of its personnel and employees present at each Subject Property at the Relevant Time comply with Matterport’s health or safety guidelines (details of which are set out on the Matterport Website from time-to-time).

4.4. Customer undertakes that it shall prepare the Subject Property for capture per the Customers requirements prior to Matterport or its Third Party Operative arriving. The Subject Property will be captured by Matterport or its Third Party Operative “as-is”. Neither Matterport nor its Third Party Operatives are responsible to modify or otherwise prepare the space at the time of capture.

5. Fees and Payments

5.1. Capture Services Fees - General. Subject to Clause 5.2 and Clause 5.5 of these Capture Services Terms with respect to Large Properties or Complex Properties, the Capture Services Fee payable in respect of a Subject Property will be determined by reference to the applicable rate table or other fee structure set forth rates in the Order.

5.2. Capture Services Fees – Capture Commitments and Payment Terms. 

5.2.1. Where You have entered into an Order that includes a Capture Commitment, then, notwithstanding anything to the contrary in the Terms of Use, PSA, but subject to Clause 5.3 of these Capture Services Terms, the Parties acknowledge and agree that the Capture Services Fees payable with respect to Capture Services Jobs completed during the Capture Period shall be paid in accordance with the payment schedule for the Capture Commitment set forth in the Order and payment shall commence on the Order Effective Date or as otherwise set forth in the Order. 

5.2.2. The Capture Services Fees that will be incurred when You place a Job Request are based on the Property Information You enter as part of the Job Request. You undertake and are responsible to provide accurate Property Information about the Subject Property to be captured as part of the Job Request. If Matterport determines that the Property Information submitted in the Job Request differs from the actual Property Information, Matterport may adjust the Capture Service Fees attributable to the Capture Services performed based on the actual Property Information.

5.2.3. If at the end of the Capture Period the aggregate Capture Services Fees attributable to the performance of Capture Services during the Capture Period are less than the Capture Commitment (“Unused Commitment”), the Unused Commitment not yet invoiced shall be invoiced by Matterport and, together with any outstanding invoices, shall become due and payable in accordance with the terms of the Order. Any additional amounts, including Capture Services Fees incurred in excess of the Capture Commitment, where applicable, will be invoiced at the end of the Capture Period and in accordance with Section 5.3.

5.3. Early Completion; Payment Acceleration and Subsequent Job Requests. Where You have entered into an Order that includes a Capture Commitment, if, prior to the end date set forth in the Order, the aggregate Capture Services Fees attributable to the performance of Capture Services equals or exceeds the amount of the Capture Commitment the Order shall terminate (the “Early Completion Date”). Upon the Early Completion Date, notwithstanding the terms of Clause 5.2.1 of these Capture Services Terms, Matterport shall be entitled to accelerate and immediately invoice You for any Capture Commitment amount set forth in the Order that remains outstanding as of the Early Completion Date and invoice any Capture Services Fees in excess of the Capture Commitment at the rates set forth in the Order. Should You require the provision of additional Capture Services after the expiration of the Capture Period, subject to Clause 5.4, Matterport, in its sole discretion, may (i) require You to enter into a new Order for Capture Services setting forth a new Capture Commitment before providing such additional Capture Services, (ii) continue to invoice you monthly in arrears at the Capture Services Fees rates set forth in your most recent Order for any additional Capture Services Matterport provides and these Capture Services Terms will continue to apply during such extension period, or (iii) reject any Job Request. For clarity, Matterport shall not be required to fulfil any Job Request received after the conclusion of the Capture Period. 

5.4. No Carry Forward. You may not carry forward or otherwise use or allocate any Unused Commitment to offset Capture Services Fees due for Capture Services completed after the close of the Capture Period. Customer hereby expressly waives any claims, defences, or rights to offset or withhold payment of any Unused Commitment based on underutilization of the Capture Commitment.  Further, Customer acknowledges that the Capture Services Fees were agreed between the parties on the basis that the Capture Commitment represents a minimum purchase commitment by Customer for the applicable Capture Period, regardless of whether the aggregate Capture Services Fees with respect to Job Requests submitted and completed during such Capture Period are less than the Capture Commitment. Any portion of a Capture Commitment that is paid but represents an Unused Commitment will be automatically forfeited with no further action being required by either party. Customer will not be entitled to a refund or credit towards other Products or Services with respect to the Unused Commitment invoiced and paid pursuant to these Capture Services Terms or any Order.

5.5. Large Properties and Complex Properties. Where a Subject Property is determined by Matterport in accordance with Clause 2.3 of this Capture Service Terms to be a Large Property and/or a Complex Property, the Capture Services Fees payable in respect of the provision of Capture Services at such Subject Property shall be determined by Matterport on a case by case basis, and Matterport shall not be bound by any rates or fee structure set forth in Exhibit A of the Order and will be agreed upon in writing by Customer prior to performing the Services. 

5.6. Off Hours Surcharge. If any portion of the Capture Services are provided during Off Hours, a surcharge will be added to the Capture Services Fee (the “Off Hours Surcharge”) as set out in an Order.

5.7. Travel Surcharge. A Travel Surcharge, if required, is set out in the Order.

5.8. Cancellation and Rescheduling. 

5.8.1. In the event that Customer requires the cancellation or rescheduling of a Capture Services Job then depending on when the request is made, the following will be applicable:

  • 5.8.1.1. Within 24 Hours: If a Capture Services Job is cancelled or rescheduled less than 24 hours before the Relevant Time, Customer shall be obliged to pay the Cancellation Fee. If Customer has an Order that includes a Capture Commitment, the Cancellation Fee will be treated as attributable to the performance of Capture Services and included as Capture Services Fees for purposes of clause 5.2; or

  • 5.8.1.2. Greater than 24 Hours: If a Capture Services Job is cancelled or rescheduled more than 24 hours before the Relevant Time, the performance of the Capture Services Job may be cancelled or rescheduled and no Cancellation Fee shall be charged.

  • 5.8.1.3. Inclement Weather. In the event that the exterior of the Subject Property cannot be captured due to inclement weather at the Relevant Time and Customer does not cancel the Capture Services Job and the interior of the Subject Property is captured, Customer may schedule a subsequent Job Request to perform the Capture Services on the exterior of the Subject Property and additional Capture Services Fees will be incurred by Customer 

5.9. Survival of Obligations.  Your obligations to pay the Capture Commitment and/or any Capture Services Fees invoiced shall survive the expiration or termination of any Order.

6. Limited Warranty

Notwithstanding Clause 10 of the Terms of Use, Matterport hereby warrants that the Capture Services will be performed in a professional and workmanlike manner. For any breach of this warranty, Customer’s sole and exclusive remedy, and Matterport’s entire liability shall be the re-performance of the non-conforming Capture Services. In the event that Customer regards the foregoing warranty as having been breached, it shall notify Matterport of this in writing within five (5) Business Days of the completion of the performance of the relevant Capture Services. Matterport shall have no liability in respect of any warranty claim brought after the expiry of this period. THE WARRANTY AND REMEDY IN THIS CLAUSE 6 IS IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, USEFULNESS, OR TIMELINESS.

7. Indemnity

Subject to the provisions of the Terms of Use, Matterport shall defend and hold Customer harmless from all Third-Party Claims and associated Losses arising from the personal injury, death or property loss or damage caused by the negligence or wilful misconduct of Matterport and/or the relevant Third-Party Operative in the performance of the Capture Services, provided that, in respect of any claim made pursuant to this Clause 7: (a) Customer shall promptly, and in any event within five (5) days, provide Matterport with written notice of the Third-Party Claim; (b) Customer provides all reasonable information and cooperation to Matterport in the defence and settlement of the Third-Party Claim (at Matterport’s expense); and (c) Matterport is given sole authority to defend or settle the Third-Party Claim. Matterport shall not be liable for any costs or expenses incurred by Customer without Matterport’s written authorisation.

Prior versions can be viewed here:

January 15, 2023: Matterport Capture Services Terms October 1, 2022: Matterport Standard Capture Services Terms

Capture Services On Demand Terms

July 22, 2024

BY COMPLETING THE ORDERING PROCESS FOR CAPTURE SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS OF THE MATTERPORT CAPTURE SERVICES ON DEMAND PROGRAM ("ON DEMAND TERMS"). IF YOU ARE ENTERING INTO THESE ON DEMAND TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

These On Demand Terms are entered into between You and Matterport Inc., (“Matterport”), with its headquarters located at 352 East Java Drive Sunnyvale, CA 94089, as of the date (“Effective Date”) that You complete any order for Capture Services On Demand.

These On Demand Terms supplement Matterport's online Terms of Use ("Terms of Use") and Platform Subscription Agreement, or any successor agreement (the "PSA"), which govern Your use of our services and the Matterport Platform.  Undefined capitalized terms used herein shall have the meaning set forth in the Terms of Use or PSA. 

WHEREAS, You desire to engage Matterport or its subcontractor to provide certain services necessary to scan requested locations (or physical addresses) (each a “Subject Property”) for the purpose of creating a shareable 3D Matterport Space (“Services”).

NOW, THEREFORE, for adequate consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Capture of Properties.

  • 1.1. Matterport (or its subcontractors) will capture digital imagery (“Capture Services”) of each requested Subject Property at a mutually agreed date and time, and You shall ensure that the Subject Property is available to Matterport (or its subcontractors) at such date and time.

  • 1.2. You represent and warrant that You have all necessary permissions and consents to allow Matterport (or its subcontractors) to capture digital imagery of the Subject Property and to host, display and distribute Matterport Spaces.

  • 1.3. For each requested Subject Property, Matterport will deliver a Matterport Space.  The Matterport Space will be delivered into the Platform Subscription Plan associated with the account through which the Capture Services was ordered.

2. Terms of Subscription.

  • 2.1. Fees.

    • 2.1.1. Services.  You agree to pay the fees as presented in this order to confirm Your appointment.  If payment is not received, Matterport will cancel the appointment at no cost to You unless such appointment was scheduled to occur within 24 hours of scheduling, in which case a Cancellation Fee may apply.  

      • 2.1.1.1. The fees as presented in this order is based on the Subject Property information you entered as part of the order.  You are responsible for providing accurate information about the Subject Property to be captured as part of the order.  If the property information differs from the actual Subject Property information, additional Service fees may apply. 

    • 2.1.2. Cancellation Fee.

      • 2.1.2.1. If you cancel a Capture Services appointment, Matterport will provide you a credit for the full value of the Services Fee if the cancellation occurs greater than 24 hours before the scheduled Capture Service appointment.

        • 2.1.2.2. If you cancel or reschedule a Capture Services appointment less than 24 hours before its scheduled time, no refund or credit will apply (the “Cancellation Fee”).

3. Ownership and Licenses.

  • 3.1. Ownership and Licensing shall be determined pursuant to the PSA.

4. Acceptance of Agreement.

  • 4.1. The parties hereto agree to be bound by the terms and conditions set out in these On Demand Terms. In the event of any conflict between the provisions of these On Demand Terms and those of the Terms of Use or PSA, the provisions of these On Demand Terms shall govern with respect to the subject matter of these On Demand Terms.

5. Miscellaneous. You are responsible for providing access to the Subject Property on a scheduled date and time. If the Capture Technicians cannot access the area on the scheduled date and time, and/or they cannot reach the on-site contact, the Service will be cancelled, and You will be charged a Cancellation Fee.