1. DESCRIPTION OF SERVICES
1.1. Overview of Services:
WebMachine360 will provide to Customer the following services (collectively, the “3D/360 Services”) if ordered: ‘Capture Services’ is the undertaking of photographing a space using a 360/3D camera to produce a 3D or 360 panoramic virtual tour. Matterport is our platform, processing and hosting provider for 3D Services. Kuula is our platform, processing and hosting provider for 360 Panoramic Tour Services.
A “Virtual Tour” is a 3D or 360 panoramic tour model hosted on the platform of one of our service providers detailed above. Virtual Tours can be shared using a URL or embeded code.
WebMachine360 will provide a URL and embed code for the completed Virtual Tour. Customer understands and agrees that all Virtual Tours are hosted solely on our processing and hosting providers’ platforms, and Customer will not receive any digital assets. 2D images taken from the Virtual Tours can be provided by email.
1.3. Hosting Term:
WebMachine360 agrees to process and host the created Virtual Tours on the relevant hosting platform for 12 months from date of capture. Hosting after 12 months will continue at a fee of £50 per annum paid in advance.
1.4. Hosting Services:
Our hosting providers host all 3D and 360 services on a cloud-based platform. Customer recognises that the hosting on the servers of our hosting and platform providers is out of the control of WebMachine360.
1.5. Service Location Preparation:
Customer is required to prepare the Service Location in advance of Capture Services, including without limitation:
● Removing confidential or unwanted items
● Adjusting furniture and/or decor to desired position
● Informing the WebMachine360 of any rooms or areas that should be excluded from Capture Services
● Ensuring the Service Location is free of moving persons, pets or objects
Unless otherwise arranged, a Service Location that has not been properly prepared, in WebMachine360’s sole discretion, will be considered unready and the date of Captures Service must be rescheduled. WebMachine360 shall not be responsible for the untidiness of any Service Location or for small alignment issues, mirror, window, glass, and reflective views. Customer shall further ensure that the Service Location is accessible upon the day of Capture Service. Customer or its representative shall be present at the Service Location at the time of the Capture Services to approve Service Provider’s interpretation of the Captures Services to be provided.
2. FEES AND PAYMENT; CANCELLATION AND RESCHEDULING POLICY.
Customer agrees to pay WebMachine360 total fees for the 3D/360 Services and Capture Services as agreed in the quote. Such fees will be itemised in an invoice provided to Customer.
2.2. Invoices, Deposit and Payment of Balance Due:
A quotation for your 3D/360 Services and Capture Services will be provided before any work is undertaken. If Customer accepts our quotation, a 40% initial non-refundable stage payment will be required to confirm the booking for the 3D/360 Services and Capture Services. An invoice will be issued for this payment and any provisional date(s) booked for your work will only be confirmed once the initial payment has been received. The initial stage payment must be received before any the 3D/360 Services and Capture Services commence. Following completion of the 3D/360 Services and Capture Services, Customer shall pay WebMachine360, on receipt of invoice, via BACS, Credit/Debit Card or PayPal, the balance of 3D/360 Services and Capture Services due. This final balance must be received prior to delivery of the finished 3D/360 Services and Capture Services ordered. In the event that Customer fails to pay any amount when due, without limiting any other remedies available, WebMachine360 will have the right to suspend providing the 3D/360 Services and Capture Services to Customer until such overdue amount is received.
2.3. Cancellation and Rescheduling Policy:
Cancellation: A minimum of 14 days prior written notice will be required for Customer’s cancellation of this Agreement of the 3D/360 Services and Capture Services date. In the event that Customer cancels this Agreement with less than 14 days notice prior to the agreed upon 3D/360 Services and Capture Services date, Customer will be responsible for full payment of all fees.
Rescheduling: A minimum of 7 days prior written notice will be required for Customer’s rescheduling of this Agreement of the 3D/360 Services and Capture Services date. In the event that Customer reschedules with less than 7 days notice prior to the agreed upon date, Customer will be charged a £100 rescheduling fee.
2.4. For capture services of hotels or venues that have bedrooms, if an overnight stay is required the Customer will ensure a bedroom is provided for the WebMachine360 photographer without charge. If accommodation cannot be provided without charge then the cost paid by WebMachine360 for the accommodation will be added to the final invoice.
3. PROPRIETARY RIGHTS AND LICENSES.
WebMachine360 and its licensors own all right, title and interest (including all associated intellectual property rights) in and to: (a) all 3D/360 Services and any technology embodied therein; and (b) any and all look and feel, improvements, updates, modifications, translations, copies, compilations and derivative works related to any of the foregoing. All rights in the foregoing not expressly granted to Customer are reserved by WebMachine360 and WebMachine360 licensors, and Customer shall make no use of the foregoing except as expressly provided herein. Customer acknowledges that, subject to Section 3.4, WebMachine360will have the right to use and distribute any 3D services at WebMachine360’s sole discretion including the use of them for WebMachine360’s promotion, marketing and advertising.
3.2. WebMachine360 License to Customer:
WebMachine360 hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to: (a) use and distribute URLs and embed codes linking to the Virtual Tours hosted on the relevant hosting provider’s platform; and (b) to use and distribute any 2D images taken from the Virtual Tours.
Upon any expiration or termination of this Agreement, Customer shall immediately cease all use of the 3D/360 Services and delete all copies of the 3D/360 Services (and content or data derived from the 3D/360 Services) in Customer’s possession or under Customer’s control. Customer shall not: (i) disable or modify any hyperlinks contained in any 3D/360 Services; (ii) alter, remove or destroy any attribution, proprietary markings (e.g., copyright and trademark markings) or confidential legends placed upon or contained within the 3D/360 Services; (iii) decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of any software underlying the 3D/360 Services; (iv) distribute, in conjunction with any 3D/360 Services, any content that contains or promotes fraudulent, deceptive or illegal activities, pornography, excessive violence, “hate speech”, malicious code or deceptive advertising; (v) access or use any API provided by our hosting/platform providers without their prior written authorisation, or otherwise access Virtual Tours through any means other than available end-user functionality; or (vi) modify or create any derivative work based on the 3D/360 Services (or any component thereof).
3.4. Takedown Service:
Customer can request at any time that WebMachine360 designate any Virtual Tour and other hosted 3D/360 Services as public or private. Any Virtual Tour or other hosted 3D/360 Service designated as private will be un-accessible and un-viewable by the public. WebMachine360 will promptly comply with such request.
4. NO AFFILIATION WITH MATTERPORT.
Customer acknowledges that: (a) WebMachine360 is an independent provider of the Capture Services and is not a contractor, employee or agent of our processing and hosting platform providers; and (b) WebMachine360 is making the 3D/360 Services available to Customer under a license between the processing and hosting platform providers and WebMachine360.
5. WARRANTY; DISCLAIMER.
WebMachine360 represents that it shall perform its obligations under this Agreement in a timely and workmanlike manner, consistent with generally acceptable industry standards. In the event of any breach of the foregoing warranty, as Customer’s sole and exclusive remedy, WebMachine360 shall use commercially reasonable efforts to re-perform its obligations promptly in a manner that cures such breach. Except for the foregoing warranty, the 3D/360 Services and Capture Services are provided on an “as is” and “as available” basis, without warranty of any kind, whether written or oral, express or implied. WebMachine360 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, with respect to the 3D/360 Services and Capture Services. WebMachine360 does not represent or warrant that 3D/360 Services or Capture Services will meet customer’s needs or requirements, that the 3D/360 Services and Capture Services will be accurate or reliable, that use of the 3D/360 Services will be uninterrupted, timely, secure or free from error, or that any defects in the 3D/360 Services will be corrected. In addition, WebMachine360 makes no representation, warranty or guarantee regarding: (a) the appropriateness of the 3D/360 Services for use in foreign jurisdictions; or (b) the timing of 3D/360 Services provided to customer.
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