RESIDENTIAL SERVICES AND SUBSCRIPTION ADDENDUM TO THE MATTERPORT CLOUD SUBSCRIPTION AGREEMENT

Last updated: February 14, 2019

This Commercial Services and Subscription Addendum (“Addendum”) supplements the online Matterport Cloud Subscription Agreement, available at http://matterport.com/terms-of-service/ (“Agreement”), which governs Your use of the Matterport Cloud and is incorporated herein by reference. This Addendum sets forth the terms governing the processing and hosting of Spaces of residential real estate property (individually “Property” or collectively “Properties”). Undefined capitalized terms used herein shall have the meaning set forth in the Agreement.

This Addendum is applicable to orders for certain services necessary to scan Properties for the purpose of creating Spaces of such Properties (“Services”) in an area within 15km of Bremen, Delmenhorst, Oldenburg, München, Dusseldorf, Berlin, Potsdam, Oranienburg, Bernau, Strausberg, Rüdersdorf, Köln, Essen, Duisburg, Mönchengladbach, Krefeld, Neuss, Wuppertal, Bonn, Aachen, Dresden, Leipzig, Nüremburg, Ansbach, Erlangen, Ingolstadt, Fürth, Hamburg, Hannover, Saarbrucken, Dortmund, Münster, Beckum, Hamm, Bergkamen, Unna, Soest, Arnsberg, Menden, Schwerte, Iserlohn, Hagen, Ludenschied, Wuupertal, Essen, Witten, Bochum, Gelsenkirchen, Dorsten, Haltern am See, Dülmen, Senden, Frankfurt, Offenbach, Stuttgart, Esslingen, Ludwigsburg, Leonburg, Böblingen, Sindelfingen, Tübingen, Reutlingen, Metzingen, Bad Urach, Herrenberg, Rottenburg, or Neckar (“Area”)

You must click “I Agree” where indicated during the process of submitting your order. BY CLICKING “I AGREE” IN CONNECTION WITH THIS ADDENDUM, BY ELECTRONICALLY OR MANUALLY SIGNING THIS ADDENDUM, OR BY OTHERWISE ACCESSING OR USING THE SCANNING SERVICES DESCRIBED HEREIN, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS ADDENDUM. IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT SUBMIT YOUR ORDER.

1. Terms of Services.

1.1 Scope of Program.

The Services provided under this Addendum, and the applicable fees , relate solely to the Areas. In the event You desire to make the Services available for other locations, You and Matterport will use commercially reasonable efforts, without obligation, to expand the Area by amendment to this Addendum.

1.2 Orders; Capture of Properties. From time to time during the Subscription Period, You will have the right to submit orders to Matterport for Services (“Orders”). Matterport or its subcontractor will capture 3D imagery of the Property set forth in each Order at a mutually agreed time, and You shall ensure that such Property is available to Matterport or its subcontractor at such time. In the event You cancel an appointment for the Services less than 24 hours in advance of the scheduled time, You agree to pay Matterport the cancellation fee listed on this website. You represent and warrant that You have all necessary permissions and consents to allow Matterport or its subcontractor to capture imagery of the Properties and to host, display and distribute Spaces created from such imagery.

1.3 Package of Assets Included with Each Order. For each Order, Matterport will upload Raw Sensor Data to Your Matterport Cloud account, process such Raw Sensor Data on the Matterport Cloud, and provide:

  • An embeddable HTML link to one (1) Space hosted on the Matterport Cloud, which will include dollhouse, floor plan, and 3D walkthrough views of the Property.

1.4 Limitations You must inform Matterport of quality issues within one (1) week of delivery of the Space and other assets. Corrections requested beyond the limitations outlined above or the one-week period will require additional effort, at an additional cost to You.

2 Subscription Period; Termination.

2.1 Subscription Period. For purposes of this Addendum, notwithstanding anything to the contrary in the Agreement, Your Subscription Period will commence on the date you entered into this Addendum (“Addendum Effective Date”) and, unless earlier terminated in accordance with this Addendum, will continue for one (1) year. THEREAFTER, YOUR SUBSCRIPTION PERIOD SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) MONTH TERMS UNLESS ONE PARTY PROVIDES WRITTEN NOTICE TO THE OTHER PARTY AT LEAST THIRTY (30) DAYS IN ADVANCE OF THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD THAT IT DOES NOT WISH TO RENEW THE SUBSCRIPTION PERIOD.

2.2 Termination. Notwithstanding anything to the contrary in the Agreement, neither party will have the right to terminate this Addendum or the Agreement for convenience during the initial one-year Subscription Period. Either party may terminate this Addendum by written notice to the other Party if the other Party commits a material breach of this Addendum or the Agreement and such breach remains uncured for thirty (30) days following written notice of breach by the terminating Party. Matterport will also retain all of its rights to terminate for cause set forth in the Agreement, and this Addendum will immediately terminate upon any termination of the Agreement.

2.3 Effect of Termination. Upon any expiration or termination of this Addendum: (a) the Subscription Period shall end; (b) Matterport will thereafter have no obligation to continue hosting any Spaces or other content in Your Matterport Cloud Account; (c) all licenses granted hereunder shall terminate; and (c) Sections 2.3, 4.1 and 6 shall survive. Regardless of the reason for termination of this Addendum, including termination for material breach by either party, You are responsible for, and shall pay, any and all fees that are accrued and payable as of the date of such expiration or termination. In addition, in the event that Matterport terminates this Addendum during the initial one-year Subscription Period for Your uncured material breach of this Addendum or the Agreement, the remaining unpaid balance for the initial one-year Subscription Period shall immediately become due and payable.

3 Fees and Payment.

3.1 Fees. During the initial one-year Subscription Period, You agree to pay the fees in effect on the Addendum Effective Date. For any renewal Subscription Period, the then-current fees as set forth on this website shall apply.

3.2 Invoicing and Payment. Matterport will invoice You monthly in arrears based on the number of Orders fulfilled in each month. Models will be uploaded to your Matterport cloud account, and any hosting or processing fees associated with that account will apply. You agree to pay each correct invoice from Matterport within thirty (30) days of receipt. If any such payment is overdue, Matterport will have the right, without limitation, to impose a late fee equal to 1.5% per month or the maximum rate allowed by law, whichever is lower, on any overdue amounts. If You have failed to pay any fee hereunder when due and thereafter failed to make such payment within ten (10) days after receiving a written reminder from Matterport, Matterport will also have the right, without limitation, to suspend access to Your hosted Spaces, upon written notice to You, until Matterport receives such overdue amount.

3.3 Purchase Orders. If You require a purchase order to authorize payment under this Addendum: (a) prior to the date Matterport performs any Services under this Addendum or provides You with access to the Matterport Cloud, You will provide Matterport with a fully executed, non-cancellable purchase order for all fees associated with the initial one-year Subscription Period; and (b) prior to the commencement of any renewal Subscription Period, You will provide an additional fully executed, non-cancellable purchase order for all fees associated with such renewal Subscription Period. Failure to provide a fully executed, non-cancellable purchase order as required above, if required by You, will constitute termination of this Addendum. Matterport will not be bound by any additional terms and conditions contained or referenced in any such purchase order, which are hereby rejected.

4 Ownership and Licenses.

4.1 Ownership. Notwithstanding anything to the contrary in the Agreement, Matterport will own all the data, assets and intellectual property created pursuant to Sections 1.2 and 1.3.

4.2 Licenses. During the Subscription Period, Matterport hereby grants You a non-exclusive, sublicensable, non-transferable right to: (a) display, solely via the embeddable HTML links provided by Matterport, Your Spaces and VR views hosted on the Matterport Cloud; and (b) use, reproduce, and distribute all 2D photos delivered to You hereunder.

5 Acceptance of Agreement

This Addendum is subject to all of the terms and conditions of the Agreement, which are incorporated herein by reference, and You hereby agree to all such terms and conditions as modified by this Addendum. In the event of any conflict between the provisions of this Addendum and those of the Agreement, the provisions of this Addendum shall govern with respect to the subject matter of this Addendum. Except as expressly set forth in this Addendum, the Agreement shall otherwise remain unchanged and in full force and effect.

6 Miscellaneous

6.1 Amendment. No amendment of any provision of this Addendum shall be effective unless set forth in a writing signed by a representative of each party, and then only to the extent specifically set forth therein. You acknowledge and agree, however, that Matterport will have the right to amend the Agreement from time to time in the manner provided in the Agreement.

6.2 Indemnification. In addition to Your indemnification obligations set forth in the Agreement, You shall defend, indemnify and hold harmless Matterport, its affiliated companies, and their respective officers, directors, employees, licensors, subcontractors and representatives (each a “Matterport Indemnitee”) from and against all claims, actions or suits, including all associated liability, judgments, fines, losses, costs, damages, settlements, and reasonable legal fees and expenses (“Claims”), brought by any third party against any Matterport Indemnitee to the extent that such Claim is based on, or arises out of Your breach of any of Your covenants, representations and/or warranties set forth in this Addendum.

Applicable Fees

7 Capture Fee. You agree to pay Matterport the listed fee per Order fulfilled by Matterport.

8 Cancellation Fees. You agree to pay Matterport a cancellation fee equal to the capture fee in the event You cancel or reschedule an appointment for Services less than 24 hours in advance of the scheduled time. In addition, if the agent or seller are unavailable or the Property is inaccessible for greater than 15 minutes from the scheduled start time, that appointment will be cancelled and a cancellation fee will be charged. Matterport will invoice You monthly in arrears for any cancellation fees incurred in each month.

9 Travel Fees. Additional travel fees will apply if a Property is outside of the Area listed in the Addendum or any amendment thereto. Matterport will invoice You monthly in arrears for any additional travel fees incurred in each month.