Integration Terms
Last updated: July 1, 2023
The terms set out in these Integration Terms are applicable to Customer’s purchase of any Integrated Additional Functionality (AF) Services (defined below) requiring use of and access to Additional Functionality, and form a part of the PSA.
1. Definitions
In these Integration Terms, the following words and expressions will have the following meanings, unless the context requires otherwise:
“Integrated Additional Functionality” means additional features or functionality provided by a Third- Party Integration.
“Integrated AF Fees” means the Fees payable in respect of the Integrated AF Services, if indicated on the Order.
“Integrated AF Services” means any service that Matterport provides to Customer pursuant to an Order for the purpose of integrating the Additional Functionality with the Third-Party Integration.
“Integrated AF Period” means the period commencing upon the date specified in the relevant Order on which the provision of the Integrated AF Services will commence and ending upon the end date specified in that Order.
“Integration Process” means the process of Customer integrating the Additional Functionality with the Third-Party Integration.
“Third-Party Integration” means a third-party service made available to enhance specific features, add details, or add context to different aspects of a Matterport Space that requires the use of and integrates with the Additional Functionality as described in an Order for Integrated AF Services.
“Third-Party Integrator” means a third-party that offers a Third-Party Integration with Matterport’s Platform, as specified in an Order.
2. Applicability of these Integration Terms
These Integration Terms are applicable to Customers who integrate the Additional Functionality with any Third-Party Integration as may be set forth in an Order, to enhance Customer’s Matterport Space. These Integration Terms govern the rights and obligations with respect to the integration and use of the Additional Functionality in conjunction with a Third-Party Integration. In the event of any conflict between these Integration Terms and the terms of the PSA (including the SDK/API Terms contained in the PSA), these Integration Terms will control.
By accessing or using the Additional Functionality and integrating it with the Third-Party Integration, Customer agrees to be bound by these Integration Terms. If Customer does not agree to these terms, Customer should not access or use the Additional Functionality for integration with the Third-Party Integration.
3. Provision of Services
Subject to the terms of these Integration Terms and the PSA and in consideration of the payment of the Integrated AF Fees, if applicable, Matterport hereby agrees to provide the Integrated AF Services to Customer.
4. Additional Functionality Licence Grant
Subject to the terms and conditions of these Integration Terms, Matterport grants Customer a limited, non-exclusive, non-transferable (except as expressly permitted under this Agreement), non-sublicensable (except as expressly provided below), revocable licence to use the Additional Functionality solely for the purpose of integrating it with the Third-Party Integration to enhance Customer’s Matterport Spaces. The duration of this licence is limited to the shorter of the Integrated AF Period or the period during which the Third-Party Integration is offered between Customer and the Third-Party Integrator. Customer will have the right to allow its subcontractors to exercise the foregoing licence solely in connection with providing services to Customer under this Agreement, provided that Customer will be responsible for the acts of any subcontractor and liable for any breach of this Agreement caused by any subcontractor.
5. Customer Obligations
Customer agrees to use commercially reasonable efforts to integrate the Additional Functionality with the Third-Party Integration, and to follow the provided integration guidelines and technical documentation. Customer acknowledges that successful integration may require cooperation and coordination between Customer and Third-Party Integrator. Customer consents to Matterport providing Customer’s Matterport Spaces to the Third-Party Integration in connection with the Integration Process and Matterport’s performance of the Integrated AF Services. To the extent that the Additional Functionality licensed above includes the Private Model Embed service (“PME”), Customer may only use the included PME for the purposes of integrating the Additional Functionality with the Third-Party Integration, unless Customer has otherwise separately purchased the PME services.
6. Fees
Integrated AF Fees shall be payable in respect of Customer’s Integrated AF Services in accordance with the terms set out in an Order, if applicable. Matterport reserves the right to audit Customer’s PME usage. Matterport may charge Customer for additional PME usage beyond the use with the Third-Party Integration, unless Customer has otherwise separately purchased the PME services.
7. Intellectual Property Rights
Customer acknowledges that Matterport retains all right, title, and interest (including all Intellectual Property Rights) in and to the Additional Functionality and Integrated AF Services. Matterport will own the Usage Data that it collects regarding Customer’s use of the Additional Functionality and Integrated AF Services under these Integration Terms, provided that any Usage Data disclosed to third parties will contain no reference to and will not be identifiable to the Customer.
8. Platform Compatibility
Customer acknowledges that the successful integration of the Additional Functionality with the Third-Party Integration is dependent on the compatibility of both systems. While Matterport will make reasonable efforts to ensure compatibility, Matterport does not guarantee that the Additional Functionality will be compatible with all versions or features of the Third-Party Integration. Customer is solely responsible for ensuring the compatibility and functionality of the Third-Party Integration.
9. Support and Maintenance
During the Integration Process, Matterport will provide reasonable technical support to assist Customer with any questions or issues related to the Additional Functionality. However, support for the Third-Party Integration itself is the responsibility of the Third-Party Integrator, and Customer should refer to Third- Party Integrator’s documentation or support channels for assistance.
10. Data Protection and Privacy
Customer acknowledges that the Third-Party Integration may involve the exchange and processing of personal data. Customer is solely responsible for obtaining any necessary consents and permissions for the processing of personal data as part of the Third-Party Integration.
11. Indemnification
Subject to the Terms of Use and PSA, Customer shall indemnify, hold harmless, and, at Matterport’s option, defend the Indemnified Parties from and against any and all Losses resulting any Third-Party Claim, which shall include without limitation any claims by the Third-Party Integrator, against a Matterport Indemnitee based on or arising out of Customer’s use of the Integrated AS Services or the Third-Party Integration.