Beta Services Terms

Last updated: September 15, 2024

These Beta Services Terms are applicable to Customer’s use of and access to Beta Services, and are incorporated and form a part of the Platform Subscription Agreement. 

1. Definitions

In these Beta Services Terms, the following words and expressions will have the following meanings, unless the context requires otherwise. Terms not defined shall have the meaning as set forth in the PSA. 

“Beta Services” means any features, technologies, and services made available to Customer by Matterport that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, “sandbox” or “experimental”, and any related Matterport Technology, Services, or Hardware which are subject to the terms of the PSA.

“Beta Services Data” means any data, information or material provided, input, or submitted by Customer or its Users to Matterport in the course of using the Beta Services.

“Beta Customer Data” means any data, information or material provided, input, or submitted by Customer or its Users to the Beta Services in the course of using the Beta Services.

“User(s)”means Customer directors, employees, representatives, consultants, contractors, or agents who are authorized to use the Beta Services and have been supplied user identifications and passwords by Customer (or by Matterport at Customer’s request).

1.1. The Beta Services will be provided solely for Customer’s nonexclusive, internal, limited use as set forth herein.

1.2. The Beta Services are a pre-production release not generally available for distribution and not certified for sale when provided to the Customer. Use of the Beta Services provides the Customer early operational experience with the Beta Services and provides Matterport with specific information regarding the Customer’s experiences with Beta Services. 

1.3 The Beta Services are confidential information of Matterport. The Beta Services are protected by copyright, patent, trademark and other laws and international treaties. Title to the Beta Services and all changes, modifications and derivative works thereto shall remain with Matterport. 

2. Prohibited Activities

2.1. Without the prior written consent of Matterport, Customer agrees is shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Beta Services in any way; (b) modify, alter, tamper with, repair or make derivative works based upon the Beta Services; (c) create Internet links to the Services or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (d) reverse engineer, disassemble, decompile, translate or reproduce the Beta Services, except as expressly permitted under applicable law; (e) remove or alter any of the copyright notices or other proprietary markings on any copies of the Beta Services; (f) use any Matterport trademark, logo or mark except as expressly permitted herein; (g) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (h) attempt to gain unauthorized access to the Beta Services or any related  systems or networks.

2.2. Customer further agrees Customer will not access or use the Beta Services to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Beta Services, or (c) copy any ideas, features, functions or graphics of the  Beta Services; (d) circumvent any user limits or other timing, use or functionality  restrictions built into the Beta Services; (e) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (e) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; or (f) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs.

3. Customer Responsibilities

During the Beta Period, the Customer agrees to: (a) provide all personnel, computer and other equipment and facilities necessary for its evaluation of the Beta Services; (b) provide Matterport with information as to any errors or defects found by Customer in the Beta Services; (c) inform Matterport of any suggested changes, modifications or improvements to the Beta Services; and (d) provide Matterport with all information and documentation necessary for Matterport to evaluate the results of the Beta Services. 

4. Beta Period

The period of Beta testing (the “Beta Period”) shall commence as of date that Matterport first use of the Beta Services and shall end upon the earlier of: (a) the release of a generally available version of the applicable Beta Service or (b) the date of termination of the PSA.  Notwithstanding anything to the contrary in the PSA, after termination of your access to or use of any Beta Service for any reason, (a) you will not have any further right to access or use the applicable Beta Service, and (b) any Customer Data used in the applicable Beta Service may be deleted or inaccessible.

5. No Guarantee of Beta Services Availability or Support. 

Matterport does not guarantee that the generally available release of the Beta Services will be identical to the Beta Services. Matterport is not obligated, nor will it be obligated in the future, to make the Beta Services available as a standard Matterport product. If, at the conclusion of the Beta Period, the Beta Services is not generally released by Matterport to its clients, Matterport, may, in its sole discretion, grant to Customer, without any additional charge, a license to use the Beta Services and Documentation for its internal use only, provided that Matterport shall have no responsibility or liability to Customer for any further support or maintenance of the Beta Services or Documentation.

6. Customer Data

Matterport does not own any Customer Data. Customer consents to Matterport’s use of Customer Data to provide the Beta Services to Customer and Matterport’s use of aggregated and anonymized Customer Data for marketing and data analysis purposes.  Customer shall obtain the consent of its vendors and customers, if any, whose data is included in Customer Data to such use by Matterport. Matterport may disclose Customer Data in order to provide the Beta Services to Customer or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), and Matterport may disclose aggregated and anonymized Customer Data for marketing and data analysis purposes. 

7. Permitted Uses of Beta Services Data

You may provide Matterport Beta Services Data during the Beta Period. Any Beta Services Data and any Beta Services Data reports prepared by Customer and delivered to Matterport may be used by Matterport for all business purposes without any further consent or accounting in the development, manufacture, marketing, and maintenance of the Beta Services and other Matterport products and services, including reproduction, preparation, and distribution of derivative works based upon such information.

8. Intellectual Property Ownership

Use of the Beta Services is not a sale and does not convey to Customer any rights of ownership in or related to the Beta Services or the Intellectual Property Rights owned by Matterport. Matterport’s name, logo and the product names associated with the Beta Services are trademarks of Matterport or third parties (collectively, the “Matterport Trademarks”). Customer acknowledges and agrees that Matterport (and its licensors, where applicable) shall exclusively own and retain all right, title, and interest, including but not limited to all Intellectual Property Rights, in and to the Beta Services, and any derivatives, modifications and improvements of any of the foregoing. To the extent any Intellectual Property Rights in or to any of the foregoing vest in Customer, Customer does hereby assign all right, title and interest therein to Matterport, irrevocably and for valid consideration which is hereby acknowledged and received; provided, that if such Intellectual Property Rights are not assignable by Customer, then Customer hereby grants Matterport a non-exclusive, perpetual, royalty-free, sublicensable and irrevocable worldwide license to use such Intellectual Property Rights internally and for further development  and commercialization of the Beta Services. 

Customer agrees not to use any Beta Services or the Intellectual Property Rights of Matterport and shall restrict its affiliates and sublicensees from using the Beta Services or the Intellectual Property Rights of Matterport, for purposes of challenging the validity of, or Matterport’s ability to use and exploit, the Beta Services and the Intellectual Property Rights of Matterport.

9. Legal Disclaimer

WITHOUT LIMITING ANY DISCLAIMERS IN THE PSA, BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PSA OR THESE SERVICES TERMS, MATTERPORT IS PROVIDING BETA SERVICES TO YOU “AS IS.” MATTERPORT AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES AND BETA REGIONS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, MATTERPORT AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. MATTERPORT’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES AND BETA REGIONS WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS PSA FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

10. Government Use; Export Controls

10.1. Customer acknowledges that the Beta Services are provided with “Restricted Rights” as set forth in 48 C.F.R. Sec. 12.212, 48 C.F.R. Sec. 52.227-19(c)(1) and (2) or DFARS Sec. 252.227.7013(c)(1)(ii) or such applicable successor provisions. Matterport is the manufacturer of the Beta Services. Customer is required to observe the relevant US Export Administration Regulations and other applicable regulations.

10.2. If Customer is located in the United States, Customer acknowledges and agrees that the Beta Services shall not be used, and none of the underlying information may be transferred or otherwise exported outside the United States by Customer (the “Territory”). By using the Beta Services, Customer represents and warrants that Customer’s use of the Beta Services is located solely in the Territory.

10.3. For Customers outside the Territory, Customer agrees that Customer Data shall not be used contrary to United States law.  Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.