Matterport Cloud Subscription Agreement - Nov 2020

General Terms

          1. INTRODUCTION AND ACCEPTANCE OF AGREEMENT

This Matterport Cloud Subscription Agreement, including the Spaces Processing and Hosting Terms, Schematic Floor Plan Terms, the VR Terms, the Exportable File Terms, and the TruePlan Terms set forth below (collectively, the “Agreement”), sets forth the terms and conditions pursuant to which Matterport, Inc. (“Matterport”) will provide you or the entity that you represent (“You”) with the right to access and use the Matterport Cloud.

To access and use the Matterport Cloud, You must click “I Agree” where indicated in the Matterport Cloud user registration process. BY CLICKING “I AGREE” IN CONNECTION WITH THIS AGREEMENT, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING THE MATTERPORT CLOUD, 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 THE MATTERPORT CLOUD.

Matterport reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to You by updating this posting. Thus, You should visit this page periodically for changes. If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Matterport Cloud. Your continued use of the Matterport Cloud after a change has been posted constitutes Your acceptance of the change thereafter.

          2. DEFINITIONS

The following capitalized terms will have the following meanings. Certain undefined capitalized terms will have the meaning set forth in the Spaces Processing and Hosting Terms, the Schematic Floor Plan Terms, the VR Terms, the Exportable File Terms, or the TruePlan Terms.

“3D Workshop” is an application that is part of the Matterport Cloud and allows the user to view and manage Space Imagery and Derived Imagery.

“API” means an application programming interface.

“Authorized Users” means: (a) Your employees; (b) the employees of Your affiliated companies: (c) the employees of Your subcontractors and of the subcontractors of Your affiliated companies (during any period in which the subcontractor is providing services to You or Your affiliated company); and (d) any other third-party collaborators to whom You grant permission to access Your account in the Matterport Cloud through their own individual log-in.

“Camera” means a Matterport Camera or any other authorized camera or 2D or 3D data capture or collection system supported by the Matterport Cloud or Capture App.

“Capture App” means the Matterport 3D Capture application or any other Matterport or authorized 3rd party application that manages the collection of data for upload to the Matterport Cloud.

“Documentation” means any instructions made available by Matterport regarding the Matterport 3D Vision System and Matterport Cameras.

“Marks” means the trademarks, logos and service marks of Matterport and third parties displayed on the Matterport Cloud or on Matterport’s other products and/or services.

“Matterport 3D Vision System” means, collectively, the Matterport Cloud, along with the Matterport Apps, 3D Workshop, Showcase, Positional Technology, Derived Space Metadata, and any other Matterport technologies and services made available by Matterport for use therewith.

“Matterport Apps” means the Matterport Capture Application, VR App and Showcase App.

“Matterport Camera” means a Matterport Pro 3D Camera (MC200), a Matterport Pro2 3D Camera (MC250) or any other 3D camera provided by Matterport.

“Matterport Capture App” means the Matterport 3D Capture application.

“Matterport Cloud” means Matterport’s proprietary hosted application platform (and other technologies available therein), through which Matterport provides the Services to You.

“Property Owner” means the current or past owner, or current resident of a residential real estate property (that is not listed for rental) associated with a Space.

“Services” means the Processing and Hosting Service, the Schematic Floor Plan Service, the VR Service, Exportable File Service, the TruePlan Service and any other services Matterport provides from time to time through the Matterport Cloud.

“Subscription Level” has the meaning set forth in Section 3.2 of these General Terms.

“Subscription Period” means, collectively, each monthly or annual subscription period described in Section 3.2 of these General Terms, as applicable, and any renewal thereof.

“VR” means virtual reality.

          3. USE OF MATTERPORT CLOUD

3.1 General. The Spaces Processing and Hosting Terms, the Schematic Floor Plan Terms, the VR Terms, the Exportable File Terms, and the TruePlan Terms, as applicable, set forth the respective rights and obligations of You and Matterport relating to Your use of those specific Services. No license to You set forth in this Agreement includes a license to source code of any kind. In addition to the restrictions set forth in this Agreement, You are only authorized to use the Matterport Cloud in accordance with the Documentation. You will cause each Authorized User to comply with all applicable terms and conditions of this Agreement, and any breach of this Agreement caused by any Authorized User will be deemed a breach by You. Matterport reserves the right to introduce other additional paid services, and to modify or discontinue the Services or any other additional services at any time.

3.2 Subscriptions. Unless otherwise mutually agreed in writing with Matterport, Your subscription to the Matterport Cloud will be on either a monthly or an annual basis, commencing on the earlier to occur of: (a) the date You first upload to the Matterport Cloud; or (b) if Your account is set up as part of a purchase of Your first Matterport Camera, fourteen (14) business days after Your first Matterport Camera is shipped. If You purchase a Matterport Cloud-Only account, Your subscription will commence on the earlier to occur of (a) the date You first upload to the Matterport Cloud or (b) fourteen (14) business days after Your account is set up. If Matterport, in its discretion, provides You with a trial subscription, the subscription will commence on the date Matterport authorizes such trial access. Your subscription will expire: (i) for monthly subscriptions, on the last day of the calendar month following the month in which Your subscription commenced; or (ii) for annual subscriptions, on the last day of the calendar month in which the one-year anniversary of Your subscription commencement date falls. Your subscription, whether monthly or annual, will automatically renew unless terminated as provided below. In the event You cancel Your subscription as set forth below, the Subscription Period will end on the last day of the current subscription period. In the event Matterport terminates this Agreement as set forth below, the Subscription Period will end on the date of Matterport’s termination. To the extent offered in connection with Your subscription to the Matterport Cloud, You will have the ability to select from several levels of subscription to the Services (“Subscription Levels”). Each Subscription Level You select will include the features for such Subscription Level described on the Matterport Cloud and will be subject to any applicable terms, conditions and restrictions set forth in the Spaces Processing and Hosting Terms, the Schematic Floor Plan Terms, the VR Terms, the Exportable File Terms, and the TruePlan Terms. Matterport reserves the right to modify the features and cost of any Subscription Level at any time.

3.3. Account. You shall provide Matterport with complete and accurate information for Your Matterport Cloud account, including Your billing and payment information, and keep such information up to date with Matterport. You are responsible for maintaining the security and confidentiality of Your login information, including the password, associated with Your Matterport Cloud account, and for all activities that occur under Your account. If You become aware of any unauthorized or illegal use of any such login information, You shall immediately notify Matterport.

3.4. Restrictions. You shall not: (a) sell, lease, license, rent, resell or otherwise transfer Your access to the Matterport Cloud, in whole or in part, to any third party that is not an Authorized User; (b) access or use any API provided by Matterport without the prior written authorization of Matterport; (c) reverse engineer, decompile, or disassemble the Matterport 3D Vision System or Matterport Cameras (or any component thereof); (d) modify or create any derivative work based on the Matterport 3D Vision System or Matterport Cameras (or any component thereof) or any of the Documentation; (e) copy the Matterport 3D Vision System or Matterport Cameras (or any component thereof); (f) remove any proprietary notice or label from any of the Documentation; or (g) take any action or omit to act in any way that would interfere with or disrupt the integrity or performance of the Matterport 3D Vision System or Matterport Cameras, or adversely affect Matterport’s right, title or interest in or to the Matterport 3D Vision System or Matterport Cameras. You also shall not use any deep-link, page-scrape, spider, robot, crawl, index, or other automatic device, program, algorithm or technology to use, access, copy, acquire information from, generate impressions on, input information to, store information on, search on, generate searches on or monitor any portion of the Matterport Cloud, other than as explicitly permitted by Your subscription and Matterport published APIs.

3.5. User Conduct. You shall not cause to be uploaded to the Matterport Cloud (through a Camera or otherwise) any of the following: (a) any content subject to copyright that is not Your original work, unless You have permission from the rightful owner; (b) any confidential or private information of any third party (including private information displayed in any physical location that is captured in Raw Sensor Data) without the express consent of such third party; (c) any content that is harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise objectionable; or (d) any content that infringes or misappropriates any third-party intellectual property right, or is invasive of any privacy or publicity right. You also agree not to use the Matterport Cloud for any illegal or improper purpose, and not to conduct any activities that could damage, disable, overburden or impair the Matterport Cloud.

3.6. Maintenance and Technical Support. Matterport will use commercially reasonable efforts to keep the Matterport Cloud operational, exclusive of downtime necessary for scheduled and emergency maintenance. Matterport shall provide reasonable technical support to You, through email and a support hotline, during the hours of 9 a.m. to 5 p.m. Pacific Time, Monday through Friday (excluding national holidays), for all issues relating to the operation and use of the Matterport Cloud. Except as otherwise expressly provided in this Agreement, You are solely responsible for all development, operation, maintenance, content, and end user support relating to Your website.

          4. FEES AND PAYMENT

4.1. Subscription Fees. Except as provided below, Your right to access and use the Matterport Cloud for each Subscription Period is subject to Matterport’s receipt of the then-applicable subscription fee for such Subscription Period. Matterport will charge the initial subscription fee on the first day of the calendar month after Your Matterport Camera was shipped, along with the subscription fee for Your second month. The first month’s subscription fee will be prorated for Your subscription start date. Thereafter, until termination of the subscription, Matterport will charge You the subscription fee in advance on the first of every month, for monthly subscriptions, or on the anniversary of Your initial subscription fee payment, for annual subscriptions. Matterport reserves the right to modify the billing dates and/or the subscription fees at any time by posting revised fees on the Matterport website. Matterport further reserves the right, in its sole discretion, to offer unpaid trial subscriptions to the Matterport Cloud in certain cases. In the event Matterport provides You with a trial subscription, the terms of this Section 4.1 regarding subscription fees do not apply during the period of such trial subscription.

4.2. Additional Fees. In addition to the subscription fees, Matterport will also have the right to charge You the other fees described in the Spaces Processing and Hosting Terms, the Schematic Floor Plan Terms, the VR Terms, the Exportable File Terms, and the TruePlan Terms, as applicable, as well as additional fees for any other services You order under other applicable terms. The fees for all additional paid services are posted on the Matterport website. Matterport will bill You for all additional services according to the applicable billing schedule posted on the Matterport website. Matterport reserves the right to modify the additional fees at any time by posting revised fees on the Matterport website. Your administrator for Your account on the Matterport Cloud can enable/disable the ability of specific users to order additional paid Services.

4.3. Remedies; Taxes. Matterport may suspend or terminate Your access to the Matterport Cloud if any such payment is overdue, and Matterport may impose a late fee equal to 1.5% per month or the maximum rate allowed by law, whichever is lower, on any overdue amounts. In addition, Matterport will have the right to recover from You any and all fees and expenses incurred as a result of the referral for collection of any overdue amount to an agency or attorney. You are responsible for the payment of all applicable taxes and duties, if any, associated with Your subscription to the Matterport Cloud and with Your purchase of a Matterport Camera and other products and services associated with Your Matterport Cloud account, excluding taxes based on Matterport’s income.

          5. PRIVACY

5.1. Personal Information; Privacy Policy. Matterport may use certain information collected through the Matterport Cloud as set forth in our Privacy Policy, which is incorporated by reference to this Agreement. As further provided in our Privacy Policy, Matterport and its service providers may collect and use personal information and technical data and related information—including but not limited to technical information about Your device, system and application software, and peripherals—to facilitate the provision of the Matterport Cloud and related services to You. One way in which Matterport collects such data is through the use of cookies. As further described in our Privacy Policy, when users access the Matterport Cloud, Matterport sets cookies and tokens for various purposes, including keeping track of which users are logged in so Matterport can show them only models and other content to which they are supposed to have access. Through Your use of the Matterport Cloud, You consent to the collection, use and disclosure (as set forth herein and in the Privacy Policy) of information Matterport and its service providers collect from You, including the transfer of this information within and between the United States and/or other countries for storage, processing, and use by Matterport, its affiliated companies and service providers, and third parties with which it has strategic relationships.

5.2. Usage Data and Derived Data. You acknowledge and agree that Matterport will collect through the Matterport 3D Vision System, and process and store on servers operated by Matterport or on Matterport’s behalf, Derived Space Metadata (defined in the Spaces Processing and Hosting Terms below). Except in the case in which Matterport engages subcontractors to use and/or analyze such Derived Space Metadata on Matterport’s behalf subject to Section 6.5 of these General Terms, any such Derived Space Metadata that Matterport shares with third parties will not contain information that directly identifies You individually; provided, however, that, for Spaces that have been syndicated to third-party sites (by You or by Matterport at Your direction), based on the Matterport Space ID, Derived Space Metadata that Matterport shares with those third-party sites may be connected with identifying information that You have entered into the Matterport system (such as MLS ID or street address) or that is included within the Space.

5.3. Property Identification Data. For Spaces that Matterport makes available under this Agreement to Property Owners or to providers of goods or services authorized by such Property Owners, Matterport may connect information Matterport has collected through the Matterport 3D Vision System with such Spaces to identify the associated property.

          6. PROPRIETARY RIGHTS OF MATTERPORT

6.1. Reservation of Rights. All rights in the Matterport 3D Vision System not expressly granted to You are reserved by Matterport, including, but not limited to, the unrestricted right to grant access to the Matterport Cloud to any third party in any form anywhere. Nothing in this Agreement is intended by the parties to constitute a sale of the software underlying the Matterport 3D Vision System or the Documentation, or any derivatives thereof. Matterport reserves the right to modify the Matterport 3D Vision System at any time in Matterport’s discretion.

6.2. Title. The Matterport 3D Vision System (including the underlying software) and the Documentation are the valuable proprietary information and property of Matterport and its licensors. All right, title, and interest (including all copyright, patent rights, and other intellectual property rights) in and to the Matterport 3D Vision System and the Documentation, and all derivatives thereof, shall remain with Matterport and its licensors. You acknowledge the ownership and intellectual property rights of Matterport and will not take any action to jeopardize, limit or interfere in any manner with such ownership or other rights.

6.3. Marks. The Marks displayed on the Matterport 3D Vision System or on Matterport’s other products or services are the property of Matterport or third parties. You shall not use or allow the use of any Mark without the prior written consent of Matterport or applicable third-party owner of the Mark. You shall not take steps to alter, cover or otherwise obscure from view any Mark that is part of any Space, VR Space the Matterport Cloud, or other Matterport technology used to generate or provide any Space or VR Space. In the event You display any trademark, logo, service mark, tradename or other branding on any page on which You display any Space, VR Space or in any other place where You promote the use of Space, VR Space or Matterport technology, You shall not do so in a manner that implies, or reasonably could imply, that any portion of the Matterport Cloud or other Matterport technology used to generate or provide any Space or VR Space is owned by You or any third party. Furthermore, except to the extent that Matterport offers co-branding as an available feature or option within a product and service provided through the Matterport Cloud, prior to displaying Your trademark, logo, service mark or tradename to directly brand or label Your display of any Space or VR Space, You shall obtain the prior written consent of Matterport and enter into a trademark license agreement with Matterport obligating You to display Your trademark, logo, service mark or tradename in conjunction with the “Powered by Matterport” logo.

6.4. Feedback. We may solicit, or You may elect to volunteer, feedback, ideas or other suggestions regarding the Matterport 3D Vision System and/or Matterport Cameras (“Feedback”). You will not be obligated to provide Feedback to Matterport. However, if You elect to provide any Feedback, You hereby assign to Matterport, all right, title and interest (including, without limitation, all intellectual property rights including patent rights, copyrights and trade secrets) in such Feedback. Without additional consideration, You agree to perform all acts reasonably necessary for Matterport to perfect and enforce such rights.

6.5. Subcontractors of Matterport. Matterport will have the right to permit subcontractors providing services to Matterport to exercise any right You grant to Matterport under this Agreement, provided that Matterport will cause each such subcontractor to comply with all applicable terms and conditions of this Agreement.

          7. NO WARRANTY

THE MATTERPORT 3D VISION SYSTEM, DOCUMENTATION AND RELATED SERVICES ARE 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, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MATTERPORT DOES NOT REPRESENT OR WARRANT THAT THE MATTERPORT 3D VISION SYSTEM, DOCUMENTATION OR RELATED SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE MATTERPORT 3D VISION SYSTEM, DOCUMENTATION OR RELATED SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE MATTERPORT 3D VISION SYSTEM, DOCUMENTATION OR RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE MATTERPORT 3D VISION SYSTEM, DOCUMENTATION OR RELATED SERVICES WILL BE CORRECTED. MATTERPORT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY SPACE, VR SPACE, DERIVED IMAGERY, OR ANY ELEMENT OF THE MATTERPORT 3D VISION SYSTEM, AND SUCH PERFORMANCE WILL VARY BASED ON THE USER’S SYSTEM.

          8. LIMITATIONS 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 SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF MATTERPORT AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT OR IN CONNECTION WITH THE MATTERPORT 3D VISION SYSTEM, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE LESSER OF THE TOTAL AMOUNTS YOU PAID TO MATTERPORT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING YOUR CLAIM(S), OR $500. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL MATTERPORT OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY UNAUTHORIZED REDISTRIBUTION OR DISPLAY OF ANY SPACES, VR SPACES OR DERIVED IMAGERY (OR PORTION THEREOF) BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION THROUGH ANY UNAUTHORIZED EMBEDDED LINKS OR CODE ON A THIRD PARTY WEBSITE OR APP. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such 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. Nothing in this Agreement excludes or limits any liability of Matterport that cannot be excluded or limited under applicable law.

          9. INDEMNIFICATION

You acknowledge that by providing You access to the Matterport 3D Vision System, Matterport does not assume any responsibility or liability for any risks associated with Your business. Accordingly, You shall defend, indemnify and hold harmless Matterport, its affiliated companies, and their respective officers, directors, employees, licensors, subcontractors and representatives from and against all claims, actions or suits by any third party, including all associated liability, judgments, fines, losses, costs, damages, settlements, and reasonable legal fees and expenses, arising out of or relating in any way to: (a) the conduct of Your business or the use of or inability to use the Matterport 3D Vision System or Matterport Cameras; (b) Your breach of any of Your covenants, representations and/or warranties set forth in this Agreement; or (c) Your use, distribution, display or publication of any Showcase, App, Space, VR Space, Derived Imagery, Exportable File, Schematic Floor Plan, TruePlan file, or any other content generated through the Services (or component of any of the foregoing). In the event of a claim in respect of which an indemnified Matterport party seeks indemnification from You under this Section 9, Matterport 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 Matterport party from all liability with respect to such claim or unless the indemnified Matterport party consents to such settlement in writing.

          10. TERM AND TERMINATION

10.1. Term. The term of this Agreement will commence upon Your acceptance of this Agreement as set forth in Section 1 of these General Terms and, unless earlier terminated as set forth herein, will continue for the Subscription Period.

10.2. Termination by You. You may terminate this Agreement (cancelling Your access to the Matterport Cloud) at any time, provided that such termination will become effective as provided in Section 3.2 of these General Terms.

10.3. Termination by Matterport. Matterport may terminate this Agreement (and cancel Your access to the Matterport Cloud or any component thereof) at any time if You have failed to pay any subscription fee or additional fees when due and failed to make such payment within thirty (30) days after receiving a reminder from Matterport in writing. Matterport may also terminate this Agreement (and cancel Your access to the Matterport Cloud or any component thereof) prior to the end of any Subscription Period if You have committed any other material breach of this Agreement and failed to cure such material breach within ten (10) days after receiving written notice of the breach from Matterport.

10.4. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement: (a) Your access to the Matterport Cloud (and access for every Authorized User under Your account) will be deactivated unless You enter into a new subscription on Matterport’s then available terms (and Matterport may elect in its discretion not to offer You a renewal subscription to the Matterport Cloud for a new Subscription Period); (b) Matterport will have the right to continue to host and display any Spaces and VR Spaces as provided in the Spaces Processing and Hosting Terms and VR Terms; (c) Your subscription fee (or any portion thereof) for the Subscription Period then in effect will not be refunded; and (d) any accrued and unpaid fees owed to Matterport as of the date of expiration or termination will be immediately due and payable, and Matterport will collect such fees by charging Your credit card on file or through other means. In the event that Matterport terminates this Agreement pursuant to Section 10.3 of these General Terms, notwithstanding anything in the Spaces Processing and Hosting Terms to the contrary, Matterport will have no further obligation to deliver to You, or make available to You for download, any portion of Your Spaces, VR Spaces, Derived Imagery, Standard 3D Models, or other Exportable Files.

10.5. Survival. Upon the expiration or termination of this Agreement, the rights and obligations of the parties will cease, except for the rights and obligations in all provisions of this Agreement that by their nature contemplate performance after the expiration or earlier termination hereof, including without limitation under Sections 1, 2, 3.1, 3.4, 5, 6, 7, 8, 9, 10.4 and 11 of these General Terms.

          11. MISCELLANEOUS

11.1. 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 accessing the Matterport Cloud 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 using the Matterport Cloud, the Matterport Cloud and all associated software and technology of Matterport qualifies as commercial computer software and that any associated documentation qualifies as commercial computer software documentation within the meaning of the applicable acquisition regulations. The terms and conditions of this Agreement are fully applicable to the Government’s use of the Matterport Cloud and associated software and documentation, and shall supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.

11.2. Compliance with Law. You represent and warrant that: (a) You are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a U.S. Government embargo (currently, Crimea, Cuba, Iran, North Korea, Syria and Venezuela); and (b) You are not on or, directly or indirectly, owned, in whole or part, by any person or persons on the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons or any other U.S. government list of parties with respect to which transactions are forbidden or restricted. You shall not export, re-export, import, or transfer any good, service or other item that You received from Matterport or Your right to access the Matterport Cloud in violation of U.S. law or in any manner that is forbidden for U.S. citizens, including, without limitation, transfer to a country or region that is subject to a U.S. government embargo, and You shall not assist or facilitate others in doing any of the foregoing. You acknowledge that it is Your responsibility to comply with any and all applicable export and import and economic sanctions laws.

11.3. Governing Law; Venue. This Agreement shall be interpreted in accordance with the laws of the state of California, USA without reference to its conflict of law provisions. Any 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 Santa Clara County, California, USA, and the parties specifically consent to Santa Clara County, California, USA, as the exclusive venue for any such proceeding. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of which is expressly excluded.

11.4. Notices. Any notice required or permitted to be given by Matterport under this Agreement shall be in writing and shall be delivered to the email address You provided in connection with Your registration for Your Matterport Cloud account or Your purchase of the Matterport Camera associated with Your Matterport Cloud account, by means of a service notice within Your account, or via registered mail return receipt requested or an internationally recognized courier addressed to the address You provided in connection with Your registration for Your Matterport Cloud account or Your purchase of the Matterport Camera associated with Your Matterport Cloud account. Any notice required or permitted to be given by You under this Agreement must be sent to Matterport via registered mail return receipt requested or an internationally recognized courier to 352 E. Java Dr., Sunnyvale, CA 94089, USA. Any such notice will be deemed to have been given when sent.

11.5. Severability. 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, it is the intention of the parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision.

11.6. Amendment; Waiver. No amendment of any provision of this Agreement shall be effective unless made in accordance with Section 1 of these General Terms or set forth in a writing signed by a representative of Matterport and You, and then only to the extent specifically set forth therein. No course of dealing on the part of either party, nor any failure or delay by either party with respect to exercising any of its rights, powers or privileges under this Agreement or law shall operate as a waiver thereof. A waiver of any default is not a waiver of any subsequent default.

11.7. Assignment. Except as otherwise expressly provided in the Spaces Processing and Hosting Terms, You may not assign or otherwise transfer any of Your rights hereunder without Matterport’s prior written consent, and any such attempt is void. This Agreement is binding upon and is for the benefit of the respective successors and assigns of the parties hereto.

11.8. Injunctive Relief. 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 shall be entitled to injunctive relief in addition to any remedies it may have hereunder or at law.

11.9. Entire Agreement. Except as otherwise provided in Section 11.10 of these General Terms, this Agreement and any terms and policies incorporated herein by reference constitute the complete agreement between Matterport and You concerning Your access to and use of the Matterport Cloud, Matterport 3D Vision System and Documentation, and supersede any and all prior discussions, negotiations, agreements and representations between Matterport and You related to the same subject matter. For avoidance of doubt, this Agreement supersedes and replaces the Matterport Portal Subscription Agreement that previously governed access to, and use of, the Matterport Cloud (previously defined as the Matterport Portal), and any external reference to the Matterport Portal Subscription Agreement will be deemed to refer to this Agreement.

11.10. Purchase of Camera; Use of Apps. To use certain Services, You must also purchase a Camera and download to a supported device a Capture App made available through an authorized third-party distribution channel. In addition, to use the Showcase App and VR App, You must download those Matterport Apps through relevant authorized third-party distribution channels to a supported device. This Agreement does not govern: (a) any purchase of Matterport Cameras, which is governed by the Matterport Camera Terms and Conditions of Sale; (b) any use of the Matterport Capture App, which is governed by the End User License Agreement for the Capture App; (c) any use of the Showcase App, which is governed by the End User License Agreement the Showcase App; or (d) any use of the VR App, which is governed by the End User License Agreement for the VR App.

11.11. Customer List. Unless You notify Matterport in writing that You do not wish for Matterport to list Your name and logo, Matterport will have the right to include, on its website and sales collateral, Your name and Your logo (if any) in lists that identify customers of the Matterport Cloud, provided that Your name and logo shall be no more prominently featured than references to any other customers.

Spaces Processing and Hosting Terms

If You use the Matterport Cloud to process and/or host Spaces, these Spaces Processing and Hosting Terms shall apply in addition to the general terms and conditions set forth in the General Terms.

          1. DEFINITIONS

“Derived Imagery” means Exportable Files (as defined in the Exportable File Terms), images, videos, and other derivative works that You or Authorized Users generate through functionalities on the Matterport Cloud from Space Metadata.

“Derived Space Metadata” means derived information about Raw Sensor Data, Spaces and/or use thereof, such as measurements, square footage, labels, space indexing, data and technology created from machine learning, and Space viewing behavior history on the Matterport Cloud, that Matterport collects, is automatically generated, or You generate through the use of an available functionality on the Matterport Cloud.

“Fixed Digital Objects” means digital files or metadata such as visual files, spherical images, Mattertag Content, digital media, or other information, that can be displayed in specified locations within a Standard 3D Model through use of Positional Technology.

“Mattertag Content” means text annotations, hyperlinks, images, videos, and other rich media content that are uploaded to a Space.

“Non-Fixed Digital Objects” means digital files or metadata such as visual files, spherical images, Mattertag Content, digital media, or other information, that have no defined position within a Standard 3D Model and therefore cannot be displayed in specified locations therein.

“Positional Technology” means Matterport’s proprietary technology and data that specifies the location of Fixed Digital Objects and Space Imagery within a Space.

“Raw Sensor Data” means imagery that is captured and generated on a Camera and/or the Capture App and uploaded to Your account on the Matterport Cloud, either by You or an Authorized User.

“Showcase” means Matterport’s proprietary application that uses Positional Technology and WebGL (and/or other technologies as specified by Matterport now or in the future) to display Space Imagery and Space Metadata within a Standard 3D Model to enable a user to navigate through, edit, and interact with a virtual depiction of a particular physical space through a Web browser, virtual reality interface or mobile application (to the extent that Matterport supports virtual reality interfaces and/or makes a mobile application available in its discretion).

“Showcase App” means the Matterport 3D Showcase mobile application.

“Space” means the combination of a Standard 3D Model, Space Imagery, Positional Technology and Space Metadata that is displayed through a Showcase.

“Space Imagery” means imagery that combines Fixed Digital Objects, in whole or in part, with a Standard 3D Model.

“Space Metadata” means Fixed Digital Objects, Non-Fixed Digital Objects, and Derived Space Metadata.

“Standard 3D Model” means a digital 3D model produced by or from any Camera.

“Your Uploaded Content” means Fixed Digital Objects or Non-Fixed Digital Objects, such as audio and video files, images, text, measurements, property addresses, property geolocation (latitude & longitude), property descriptions, hyperlinks, and Mattertag Content, that You or Authorized Users upload or input into the Matterport Cloud for use in the Space.

          2. PROCESSING AND HOSTING SERVICE

2.1. General. Subject to the terms and conditions of the Agreement and the applicable Subscription Level, Matterport will provide the following services (collectively, the “Processing and Hosting Service”): (a) process the Raw Sensor Data that You submit to the Matterport Cloud to generate Spaces; and/or (b) host those Spaces on the Matterport Cloud. Matterport reserves the right to terminate the Processing and Hosting Service, or features thereof, at any time in its sole discretion. In addition to the subscription fees described in the Matterport Cloud Subscription Agreement, Matterport will also have the right to charge You the following additional fees in connection with the Processing and Hosting Service: (i) fees for any Spaces that are created in excess of the number of Spaces included in Your subscription tier; and (ii) any fees for other optional paid features that Matterport offers from time to time in connection with the Processing and Hosting Service.

2.2. Subscription Levels. Matterport, in its sole discretion, will have the right to offer several Subscription Levels for the Processing and Hosting Service. To the extent Matterport offers different standard Subscription Levels for the Processing and Hosting Service, Matterport will make available on the Matterport Cloud a summary of these Subscription Levels, and You will have the ability to select the Subscription Level that You prefer. At the end of the then-current Subscription Period, to the extent Matterport offers different standard Subscription Levels for the Processing and Hosting Service, You will also have the ability to change the Subscription Level to which You subscribe by changing the applicable preference in the billing portal for the Matterport Cloud. Subscription Levels will also be governed by any additional policy set forth on the Matterport Cloud or in the Documentation regarding pricing, summary of features, terms, conditions and limitations, and such policy, as modified by Matterport from time to time, is incorporated herein by reference.

2.3. Viewing Spaces. Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level, You will have the ability to view any of Your Spaces: (a) directly on the Matterport Cloud through Showcase; (b) in the form of a screenshot or fly-through video file that is captured through functionality provided on the Matterport Cloud and/or through third-party screen capture software; (c) in an Exportable File exported in accordance with the Exportable File Terms; (d) through a link to Showcase on the Matterport Cloud provided by Matterport; or (e) through the Showcase App. Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level, You may allow, and are encouraged to allow, third parties to view any of Your Spaces in the manner described in the preceding sentence; provided that Matterport may, but is not obligated to, provide support to any such third parties. Spaces (and any portion thereof) can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud.

2.4. Your Uploaded Content, Derived Imagery, and Derived Space Metadata. Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level: (a) You will have the ability to use the Matterport Cloud to upload and use Your Uploaded Content, generate and modify Derived Imagery, and generate and view Derived Space Metadata; and (b) You may allow, and are encouraged to allow, third parties (up to Your maximum number of Authorized Users of the Matterport Cloud) to engage in the same activities; provided, however, that Your Uploaded Content, Derived Imagery, and Derived Space Metadata can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud.

2.5 Allowing Third Parties to Access and Share Spaces. You will have the ability to designate each Space as “public” or “private” and privately share each Space in accordance with Matterport’s user documentation, which Matterport may update from time to time in its sole discretion. Spaces that are designated as public can be viewed by anyone on the Internet and will be publicly available on the Matterport Cloud. Matterport will also have the right to publicly display and distribute such public Spaces in the additional ways described in Section 3.7 of these Spaces Processing and Hosting Terms. Unless You grant access to a specific third party, Matterport will not share any Spaces that are designated as private with any third parties other than Authorized Users.

2.6. Content Distribution Service. In its sole discretion, Matterport may provide You with a service (“Content Distribution Service”) through which You may choose, in Your account in the Matterport Cloud, to display Spaces that You have designated as public (“Your Public Spaces”) on third-party websites and applications (“Third-Party Platforms”). In the event that You opt into the Content Distribution Service and select Your Public Spaces for display on Third-Party Platforms, You agree that: (a) subject to the license granted in Section 3.7 of these Spaces Processing and Hosting Terms, Matterport will have the right to distribute and cause to be displayed, solely at Your direction, Your Public Spaces on the Third-Party Platforms; (b) Matterport will engage in this distribution and display solely by providing to the Third-Party Platforms data feeds containing links to Your Public Spaces hosted on the Matterport Cloud; (c) in connection with the data feeds provided to the Third-Party Platforms, Matterport will provide the complete address (where available) and multiple listing service identification number (where available) for the real property depicted by each of Your Public Spaces; (d) You represent and warrant that either You are the property owner, property manager or listing agent for any active listings associated with Your Public Spaces, or You have obtained all necessary permission from the property owner, property manager or listing agent(s); (e) Matterport will have the right to exclude or remove some or all of Your Public Spaces from display on the Third-Party Platforms in Matterport’s sole discretion on a case-by-case basis, including without limitation in circumstances in which a Third-Party Platform or other third party has requested removal, or because Your Public Spaces are defamatory, obscene, or otherwise offensive or infringe on the rights of any third party; and (f) Matterport will have the right immediately to terminate Your access to the Content Distribution Service and/or terminate this Agreement (and cancel Your access to the Matterport Cloud or any component thereof) if You violate any of Your representations, warranties or obligations under this Section or engage in any activity in connection with the Content Distribution Service that Matterport deems abusive in its sole discretion. You will have the ability, in Your Matterport Cloud account, to select which of Your Public Spaces to display on Third-Party Platforms. In the event You designate any Space as private, Matterport will designate such space as private in data feeds provided to the Third-Party Platforms.

2.7. Removal of Spaces. Subject to Sections 3.5 and 3.7 of these Spaces Processing and Hosting Terms, within Your Matterport Cloud account, You will have the ability to remove specific Spaces, and such Spaces will no longer be accessible in Your account.

2.8. Storage; Security; Transmission. You acknowledge that certain servers and databases are maintained by or on behalf of Matterport to store Raw Sensor Data, Spaces, Derived Imagery and other data processed by the Matterport Cloud, and that Matterport may keep such information indefinitely or delete it after the end of the Subscription Period , in Matterport’s discretion. Matterport employs reasonable technological and operational security procedures intended to protect such data from loss, misuse, alteration, or destruction. However, You acknowledge that no security measure can guarantee against compromise, and Matterport does not guarantee that the servers and databases underlying the Matterport Cloud will not experience any such compromise. You acknowledge that Matterport has no responsibility or liability for the deletion of or failure to store any of the Raw Sensor Data, Spaces, VR Spaces or Derived Imagery. You also acknowledge that the Raw Sensor Data, Spaces, VR Spaces and Derived Imagery are transmitted by Matterport to and from You and authorized third parties via the Internet and other technologies, and that such transmissions cannot be made to be 100% secure or free from risk of compromise.

2.9. Export. You acknowledge that, other than the access Matterport provides, during the Subscription Period, to Spaces via the Matterport Cloud and as otherwise expressly provided in Sections 2.3 and 2.4 of these Spaces Processing and Hosting Terms and in the Exportable File Terms, Matterport has no obligation to provide You with an export file or any other download of the Space Imagery, Space Metadata or Positional Technology at any time during or after the Subscription Period.

          3. OWNERSHIP AND LICENSES

3.1. Ownership of Raw Sensor Data. As between the parties to this Agreement, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in all Raw Sensor Data. Matterport will only have the rights to use the Raw Sensor Data as set forth in Section 3.7 of these Spaces Processing and Hosting Terms. Notwithstanding, the foregoing, Matterport will own all digital copies of Raw Sensor Data, and You shall only use the Raw Sensor Data to upload it to Matterport via the Capture App. Without limiting the generality of the foregoing, You may not access the Raw Sensor Data on, or extract the Raw Sensor Data from, any Matterport Camera or the Capture App in any manner. Matterport has no obligation to provide digital copies of any Raw Sensor Data to You either during or after the Subscription Period.

3.2. Ownership of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects. As between the parties hereto, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in all Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects associated with Spaces in Your account on the Matterport Cloud. Matterport will only have the rights to use the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects as set forth in Section 3.7 of these Spaces Processing and Hosting Terms. Notwithstanding, the foregoing, excluding any digital copies of Your Uploaded Content that You upload to the Matterport Cloud, Matterport will own all digital copies of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects, and You shall only access, use and download the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects as expressly permitted under this Agreement. Without limiting the generality of the foregoing, except as expressly otherwise permitted under this Agreement, You may not: (a) host any digital copy of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects or take other measures to make Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects available to users directly from Your servers or any third-party servers provided on Your behalf; (b) download any digital copy of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects to a local computer and redistribute such digital copy (or any modified version of such digital copy or other derivative work) for any purpose; or (c) access any Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects other than through available end-user functionality or authorized access to APIs on the Matterport Cloud. You acknowledge that You will not have the right to access any of the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects generated on the Matterport Cloud following the expiration or termination of the Subscription Period.

3.3. Transfers of Copyrights in Raw Sensor Data, Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects.

(a) Transfers to Other Matterport Cloud Subscribers. You may transfer ownership of Your copyrights in specified Raw Sensor Data, Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects (the “Transferred Assets”) to any third party that is currently a subscriber to the Matterport Cloud and that is currently bound by this Agreement, without Matterport’s consent, subject to the following conditions: (i) such transfer must be effected through any online transfer feature that Matterport provides in the Matterport Cloud; and (ii) as transferor, effective on the date of transfer, You hereby irrevocably assign to the designated transferee all of Your copyrights in the Transferred Assets, and You waive any claim of ownership relating to the foregoing. Any such transferee hereby accepts, effective on the date of transfer, assignment from the designated transferor of all copyrights in the Transferred Assets, and assumes all rights and obligations under this Agreement relating to the Transferred Assets.

(b) Transfers to Non-Subscribers. You may transfer ownership of Your copyrights in specified Transferred Assets to any third party that is not currently a subscriber to the Matterport Cloud without Matterport’s consent subject to the following conditions: (i) any purported transferee of such copyrights that asserts such copyrights or makes any request or demand to Matterport with respect to such copyrights shall provide sufficient written evidence of such transfer to Matterport, as determined by Matterport in its sole discretion; and (ii) in connection with any such transfer, You shall cause the transferee to assume in writing all of Your rights and obligations under this Agreement with respect to the Transferred Assets, and supply Matterport with a copy of such written assumption by the transferee that is acceptable to Matterport in its sole discretion.

3.4. Ownership of Derived Imagery. As between the parties hereto, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own all Derived Imagery, including all digital copies thereof and copyrights therein, and You may transfer ownership of any of the Derived Imagery to any third party without Matterport’s consent; provided that Derived Imagery can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud. Notwithstanding the foregoing, You acknowledge that You will not have the right to access any of the Derived Imagery generated on the Matterport Cloud following the expiration or termination of the Subscription Period.

3.5 Ownership of Showcase, Derived Space Metadata and Positional Technology. As between the parties hereto, Matterport owns, without limitation, all right, title, and interest (including all copyright, patent rights, and other intellectual property rights) in and to Showcase, the Derived Space Metadata and Positional Technology, and all derivatives of the foregoing. You acknowledge such ownership and intellectual property rights of Matterport and will not take any action to jeopardize, limit or interfere in any manner with such ownership or other rights. Except as otherwise authorized by Matterport in writing, You shall not use Showcase, the Derived Space Metadata or Positional Technology in any manner other than as expressly authorized in this Agreement. Matterport reserves the right to create, store, use, disclose and distribute the Showcase, the Derived Space Metadata and Positional Technology for any purpose.

3.6 Licenses to You. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period: (a) solely in connection with Your use of a Camera and the Capture App or another mobile capture app provided by Matterport, to use the 3D imagery processing functionality on the Matterport Cloud to generate Spaces; (b) to use the 3D imagery hosting functionality on the Matterport Cloud to have Spaces hosted on the Matterport Cloud; (c) solely through available end-user functionality or authorized access to APIs on the Matterport Cloud, to use Showcase to display Spaces; (d) solely through available end-user functionality or authorized access to APIs on the Matterport Cloud, to generate and use Derived Space Metadata; and (e) to use the Positional Technology solely to the extent embodied in any Space.

3.7. Licenses to Matterport. You hereby grant to Matterport the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide, perpetual, irrevocable licenses in connection with all Subscription Levels for the Processing and Hosting Service:

(a) Raw Sensor Data: (i) to host, reproduce, modify and create derivative works from the Raw Sensor Data to generate the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects; and (ii) to use Raw Sensor Data for internal purposes such as product development, testing and troubleshooting;

(b) Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects: (i) subject to Your direction, to host, reproduce, modify, distribute and display the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects on the Matterport Cloud, in Matterport apps, and on third-party websites and Matterport-authorized third-party apps through links to the Matterport Cloud; (ii) to use Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects for Matterport’s or Matterport licensee’s internal purposes such as product development and commercialization, testing and troubleshooting; and (iii) to create derivative works from the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects to create the Derived Imagery;

(c) Derived Imagery: (i) subject to Your direction, to host, reproduce, modify, create derivative works from, distribute and display the Derived Imagery on the Matterport Cloud and in Matterport apps; and (ii) subject to Your direction, including as provided in Section 2.6 of these Spaces Processing and Hosting Terms, to distribute, syndicate and display the Derived Imagery on third-party websites and in Matterport authorized third-party apps, through links to the Matterport Cloud; and

(d) Matterport Cloud End Users: to permit end users with accounts on the Matterport Cloud to interact with Spaces in ways beyond viewing, including, without limitation, taking measurements within Spaces, annotating Spaces with Mattertag Content, saving favorite Spaces, and sharing links to Spaces with others.

For the avoidance of doubt, in the event that, in accordance with Section 1 of the General Terms, Matterport modifies any terms and conditions of the Agreement relating to use of Raw Sensor Data, Space Imagery, Fixed Digital Objects and/or Non-Fixed Digital Objects associated with Your account on the Matterport Cloud, such change shall apply to all such data, regardless of when such data was created or hosted in Your account. By clicking “I agree”, or by continuing to access or use the Matterport Cloud, after such a change has been posted, You signify Your acceptance of the change thereafter.

3.8. Responsibility for Content; No Conflicting Interests. As between the parties to this Agreement, You are responsible for all of all Raw Sensor Data, Your Uploaded Content and Derived Imagery, including for the accuracy, legality and integrity of such content. For any location that is captured in Raw Sensor Data, You shall obtain in advance all consents, approvals, licenses, and permissions necessary to capture and use imagery of such location. Matterport shall have the right (but not the obligation) in its sole discretion to remove from the Matterport Cloud any such content that violates this Agreement or any of Matterport’s policies and procedures, or is otherwise objectionable. You represent and warrant that You have all rights, consents and/or permissions necessary to grant Matterport the licenses set forth in Section 3.7 of these Spaces Processing and Hosting Terms, including under any and all copyright and other intellectual property rights, as well as any moral rights, rights of privacy, rights of publicity and similar rights of any type in or to all Raw Sensor Data, Your Uploaded Content and Derived Imagery. YOU SHALL NOT CAUSE TO BE UPLOADED ON THE MATTERPORT CLOUD ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS.

Schematic Floor Plan Terms

If You use the Matterport Cloud to generate Schematic Floor Plans, these Schematic Floor Plan Terms shall apply in addition to the general terms and conditions set forth in the General Terms.

          1. SCHEMATIC FLOOR PLAN SERVICE

Matterport, in its sole discretion, may elect to offer through the Matterport Cloud an additional service (“Schematic Floor Plan Service”), through which Matterport will create a schematic floor plan from Your existing Standard 3D Models stored on the Matterport Cloud (“Schematic Floor Plan”). If You choose to use the Schematic Floor Plan Service, You must designate and provide Matterport with access to the Standard 3D Models for which You are requesting a Schematic Floor Plan and pay the additional fee for the service posted on the Matterport website. You will be charged, via Your payment method on file, for each Schematic Floor Plan delivered. Matterport reserves the right to terminate the Schematic Floor Plan Service at any time in its sole discretion. Once the Schematic Floor Plan Service terminates, Matterport will have no further obligation to create or provide any additional Schematic Floor Plans ordered after the date of termination.

          2. LICENSES AND OWNERSHIP

2.1. License to Matterport. You hereby grant Matterport a royalty-free, worldwide, non-exclusive right to use Your Standard 3D Models to create the Schematic Floor Plans.

2.2. Responsibility for Content. You shall be responsible for: (a) any content of Your Standard 3D Models; (b) the content of any Schematic Floor Plans created from Your Standard 3D Models; and (c) the consequences of sharing or publishing any Schematic Floor Plans, including without limitation the disclosure of confidential or personally identifiable information. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to use the content of Your Standard 3D Models as provided in this Agreement and to distribute, display and publish any such Schematic Floor Plan.

2.3. Licenses to Use the Service and Schematic Floor Plans. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period to access and use the Schematic Floor Plan Service to generate Schematic Floor Plans. In addition, subject to the terms and conditions of the Agreement, Matterport hereby grants You a personal, non-exclusive, perpetual, worldwide license to use, evaluate, reproduce, display, and distribute each Schematic Floor Plan made available to You.

2.4. Ownership; Restrictions; Sublicenses. You acknowledge and agree that each Schematic Floor Plan and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by Matterport. All rights not expressly granted herein are reserved by Matterport, and You may not use any Schematic Floor Plan other than as expressly permitted by the license in Section 2.3 of these Schematic Floor Plan Terms. You may grant a sublicense to end users to use the Schematic Floor Plans for their internal purposes and to publicly display Schematic Floor Plans relating to property owned by such end users solely for the purpose of promoting such property; provided that You will cause each such end user to comply with written terms and conditions that contain standard license restrictions, ownership statements, disclaimers of warranty and limitations of liability that are applicable to the Schematic Floor Plans and Your licensors (e.g., Matterport), and that are reasonably consistent with this Agreement. You will not, in any such terms and condition applicable to the Schematic Floor Plans or otherwise: (a) impose or purport to impose any obligation on Matterport; or (b) make or purport to make any representation, warranty or covenant on behalf of Matterport.

2.5. Branding. You acknowledge that each Schematic Floor Plan will contain a Matterport logo and other branding and proprietary notices of Matterport. You shall not remove, alter or obscure any such logo, branding or notices. Notwithstanding the foregoing, however, You may add to each Schematic Floor Plan Your own logo and/or notices, provided that any such logo and/or notices: (a) are in compliance with, and do not result in a violation of, the terms of this Agreement; and (b) shall not state or imply that You are the owner or creator of the Schematic Floor Plan.

2.6. Disclaimer. MATTERPORT DOES NOT REPRESENT OR WARRANT THAT ANY MEASUREMENTS, INCLUDING WITHOUT LIMITATION SQUARE FOOTAGE MEASUREMENTS, IN ANY SCHEMATIC FLOOR PLAN WILL BE ACCURATE OR COMPLETE OR THAT THEY WILL COMPLY WITH ANY LOCAL OR INTERNATIONAL PROFESSIONAL OR REGULATORY STANDARD INCLUDING, WITHOUT LIMITATION, RICS.

VR Terms

If You use the Matterport Cloud to process and/or host VR Spaces, these VR Terms shall apply in addition to the general terms and conditions set forth in the General Terms.

          1. VR SERVICE

1.1. General. Subject to the terms and conditions of the Agreement, Matterport will provide the following services (collectively, the “VR Service”): (a) convert a copy of Your Space into a virtual reality format that can be viewed using a Matterport VR app and/or a Matterport-authorized third-party app (each a “VR App”) in supported VR devices (“VR Space”); and/or (b) host such VR Spaces on the Matterport Cloud. Matterport reserves the right to modify or terminate the VR Service, or features or pricing thereof, at any time in its sole discretion, with or without advance notice. Matterport may choose at any time no longer to accept new Spaces for VR conversion. In addition to the subscription fees described in the Matterport Cloud Subscription Agreement, in connection with the VR Service, Matterport will also have the right to charge You separate fees for: (i) creation of any VR Spaces, (ii) ongoing support of VR Spaces, (iii) hosting of VR Spaces, (iv) downloading of VR Spaces, (v) viewing of VR Spaces, and/or (vi) any fees for other optional paid features that Matterport offers from time to time in connection with the VR Service. You acknowledge and agree that not all Spaces can be converted to VR Spaces, and Matterport reserves the right to refuse to support conversion of certain Spaces, on a case-by-case basis, in its sole discretion. Matterport reserves the right to impose limits on the number of VR Spaces that You may host on the Matterport Cloud. The performance of VR Spaces will vary based on the user’s hardware and software used to view the VR Space. Matterport will support third-party VR-capable mobile devices and headsets in its sole discretion.

1.2. VR Service Offerings. Matterport, in its sole discretion, will have the right to offer several types of services for creation of VR Spaces, which include without limitation: (a) an automated process in which Matterport will create VR Spaces from Spaces in subscriber accounts in the Matterport Cloud (the “CoreVR Service”); and (b) a process, in which Matterport will provide a personalized service to modify a VR Space upon receiving an authorized request (the “CustomVR Service”). Upon launch of the CoreVR Service, Matterport will automatically create VR Spaces from all Spaces in Your account and make such VR Spaces available in Your account. However, Matterport will provide You with the ability to disable the CoreVR functionality on specific Spaces or for Your entire account. For Spaces converted through the CustomVR Service, Matterport reserves the right to determine a custom fee for each CustomVR Service based on a range of factors, including without limitation the level of effort to complete the conversion, which Matterport will notify You of before beginning any work. The CoreVR Service, the CustomVR Service, and any other VR Service offerings will also be governed by any policy set forth on the Matterport Cloud or in the Documentation regarding access, pricing, summary of features, terms, conditions and limitations, and such policy, as modified by Matterport from time to time, is incorporated herein by reference.

1.3. Viewing and Sharing VR Spaces. Users will have the ability to access and view VR Spaces in the various ways specified in the Matterport Cloud or Documentation from time to time, which may require that users download and install a VR App on their mobile devices or other VR display devices. Subject to the preceding sentence, You may invite third parties to view VR Spaces by sharing links provided by Matterport for VR Spaces on the Matterport Portal. VR Spaces (and any portion thereof) can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud. Users who download a VR Space to a mobile device or other VR device through a VR App can continue to view the downloaded VR Space in VR even after the VR Space is deleted or set to private from Your account. Although Matterport makes an effort to remove applicable VR Spaces from users’ devices whenever feasible, Matterport cannot guarantee removal.

          2. LICENSES

2.1. License to Use VR Service. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period to: (a) use the VR processing functionality on the Matterport Cloud to generate VR Spaces from Your Spaces; and (b) use the VR hosting functionality on the Matterport Cloud to have VR Spaces hosted on the Matterport Cloud.

2.2. Restrictions. You shall not: (a) reverse engineer, decompile, or disassemble the VR Service, VR Apps, or VR Spaces (or any component thereof, including without limitation associated imagery and technology); (b) use methods other than Matterport-provided tools that are accessible through the end-user presentation functionality of standard Web browsers or Matterport applications to copy, modify or create any derivative work based on the VR Service or VR Spaces (or any component thereof, including without limitation associated imagery and technology); (c) extract, or attempt to extract, any VR Spaces (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Positional Technology, Standard 3D Models, or other Matterport technology) from Matterport servers or any VR App or associated storage on the mobile or VR device; or (d) take any action or omit to act in any way that would interfere with or disrupt the integrity or performance of the VR Service or VR Spaces, or adversely affect Matterport’s right, title or interest in or to the VR Service or VR Spaces. Without limiting the generality of the foregoing, except as expressly otherwise permitted under the Agreement, You may not: (i) host any digital copy of VR Spaces (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Standard 3D Models, Positional Technology, or other Matterport technology) on Your servers or any third-party servers provided on Your behalf; (ii) download any digital copy of any VR Space (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Standard 3D Models, Positional Technology, or other Matterport technology) to a local computer and redistribute such digital copy (or any modified version of such digital copy or other derivative work) for any purpose; or (iii) provide instructions or services to any third parties to enable them to host or download any digital copy of VR Spaces (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Standard 3D Models, Positional Technology, or other Matterport technology) . The foregoing restrictions, without limitation, shall survive any expiration or termination of the Subscription Period.

2.3. Licenses to Matterport. You hereby grant to Matterport the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide licenses in connection with the VR Service: (a) to access, reproduce, modify and create derivative works from relevant Space Imagery, Fixed Digital Objects, and Non-Fixed Digital Objects to generate VR Spaces; (b) to host, reproduce, modify, distribute and display such VR Spaces on the Matterport Cloud; (c) to distribute, syndicate and display such VR Spaces on third-party websites and VR Apps through links to the Matterport Cloud; (d) to use such VR Spaces for internal purposes such as product development, testing, support and troubleshooting; and (e) to permit end users with accounts on the Matterport Cloud to interact with VR Spaces in ways beyond viewing, including, without limitation, taking measurements within VR Spaces, annotating VR Spaces with Mattertag Content, saving favorite VR Spaces, and sharing links to VR Spaces with others.

Exportable File Terms

If You use the Matterport Cloud to generate Exportable Files, these Exportable File Terms shall apply in addition to the general terms and conditions set forth in the General Terms.

          1. EXPORTABLE FILE SERVICE

Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level, during the Subscription Period, Matterport will provide You with the ability to export and download Exportable Files from any of Your existing Spaces stored in Your account on the Matterport Cloud (“Exportable File Service”), provided that: (a) You first pay Matterport’s then-current standard download fee, if applicable based on Your subscription, for each Exportable File in such export; and (b) You export and download Exportable Files only through available end-user functionality or authorized access to APIs on the Matterport Cloud. You will have the right to download an Exportable File as many times as You wish during the term of this Agreement, provided that You first pay the download fee, if applicable. If applicable based on Your subscription, You will be charged, via Your payment method on file, for each Exportable File that You export. Matterport reserves the right to terminate the Exportable File Service at any time in its sole discretion. Once the Exportable Service terminates, Matterport will have no further obligation to provide any additional Exportable Files after the date of termination. You acknowledge that Matterport is not obligated to provide You with any support in connection with such Exportable File following expiration or termination of this Agreement. “Exportable File” means any standard .obj export file, point cloud file, RCP file or other supported file that You are permitted to export from any of Your Standard 3D Models and/or Space Imagery.

          2. LICENSE AND OWNERSHIP 2.1. License to Matterport. You hereby grant to Matterport the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide licenses in connection with all Subscription Levels for the Exportable File Service: (a) subject to Your direction, to host, reproduce, modify, create derivative works from, distribute and display the Exportable Files on the Matterport Cloud and in Matterport apps; and (b) subject to Your direction, including as provided in Section 2.6 of the Spaces Processing and Hosting Terms, to distribute, syndicate and display the Exportable Files on third-party websites and in Matterport authorized third-party apps, through links to the Matterport Cloud.

2.2. Ownership of Exportable Files. As between the parties hereto, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own all Exportable Files, including all digital copies thereof and copyrights therein, and You may transfer ownership of any of the Exportable Files to any third party without Matterport’s consent; provided that Exportable Files can only be generated through available end-user functionality or authorized access to APIs on the Matterport Cloud, but You will be free to host, reproduce and distribute any Exportable Files that You download. Notwithstanding the foregoing, You acknowledge that You will not have the right to access any of the Exportable Files generated and stored on the Matterport Cloud following the expiration or termination of the Subscription Period.

TruePlan Terms

If You use the Matterport Cloud to generate TruePlan, these TruePlan Terms shall apply in addition to the general terms and conditions set forth in the General Terms.

          1. TRUEPLAN SERVICE

Matterport, in its sole discretion, may elect to offer through the Matterport Cloud an additional service (“TruePlan Service”), through which Matterport will create a TruePlan file from Your existing Standard 3D Models stored on the Matterport Cloud (“TruePlan”). If You choose to use the TruePlan Service, You must designate and provide Matterport with access to the Standard 3D Models for which You are requesting a TruePlan file and pay the additional fee for the service posted on the Matterport website. You will be charged, via Your payment method on file, for each TruePlan file delivered. Matterport reserves the right to terminate the TruePlan Service at any time in its sole discretion. Once the TruePlan Service terminates, Matterport will have no further obligation to create or provide any additional TruePlan files ordered after the date of termination.

          2. LICENSE AND OWNERSHIP

2.1. License to Matterport. You hereby grant Matterport a royalty-free, worldwide, non-exclusive right: (a) to use Your Spaces to create the TruePlan files and to provide the TruePlan Service to You; and (b) to access from applicable third-party service provider(s), and to use, any of Your related data necessary to provide the TruePlan Service to You.

2.2. Responsibility for Content. You shall be responsible for: (a) any content of Your Standard 3D Models; (b) the content of any TruePlan files created from Your Standard 3D Models; and (c) the consequences of sharing or publishing any TruePlan files, including without limitation the disclosure of confidential or personally identifiable information. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to use the content of Your Standard 3D Models as provided in this Agreement and to distribute, display and publish any such TruePlan file.

2.3. Licenses to Use the Service and TruePlan. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period to access and use the TruePlan Service to generate TruePlan files. In addition, subject to the terms and conditions of the Agreement, Matterport hereby grants You a personal, non-exclusive, perpetual, worldwide license to use, evaluate, reproduce, display, and distribute each TruePlan file made available to You.

2.4. Ownership; Restrictions; Sublicenses. You acknowledge and agree that each TruePlan file and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by Matterport. All rights not expressly granted herein are reserved by Matterport, and You may not use any TruePlan file other than as expressly permitted by the license in Section 2.3 of these TruePlan Terms. You may grant a sublicense to end users to use the TruePlan files for their internal purposes; provided that You will cause each such end user to comply with written terms and conditions that contain standard license restrictions, ownership statements, disclaimers of warranty and limitations of liability that are applicable to the TruePlan files and Your licensors (e.g., Matterport), and that are reasonably consistent with this Agreement. You will not, in any such terms and condition applicable to the TruePlan files or otherwise: (a) impose or purport to impose any obligation on Matterport; or (b) make or purport to make any representation, warranty or covenant on behalf of Matterport.

2.5. Branding. You acknowledge that each TruePlan file may contain a Matterport logo and other branding and proprietary notices of Matterport. You shall not remove, alter or obscure any such logo, branding or notices. Notwithstanding the foregoing, however, You may add to each TruePlan file Your own logo and/or notices, provided that any such logo and/or notices: (a) are in compliance with, and do not result in a violation of, the terms of this Agreement; and (b) shall not state or imply that You are the owner or creator of the TruePlan file.

2.6. Disclaimer. MATTERPORT DOES NOT REPRESENT OR WARRANT THAT ANY MEASUREMENTS, INCLUDING WITHOUT LIMITATION SQUARE FOOTAGE MEASUREMENTS, IN ANY TRUEPLAN FILE WILL BE ACCURATE OR COMPLETE OR THAT THEY WILL COMPLY WITH ANY LOCAL OR INTERNATIONAL PROFESSIONAL OR REGULATORY STANDARD INCLUDING, WITHOUT LIMITATION, RICS.