1. Services

 

A 3D model hosted on the platform of Precision VR, a Matterport, Inc. Service Partner that includes the following features:  Inside mode, Dollhouse mode, Floor Plan mode, Highlight Reel, Guided Tour, Information Tags, Property Description, Address, and Contact Information.  It can be shared using a URL or embed code.

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Additional Paid Services:  

2D Schematic Floor Plan

Hosting after 1st year Free

Revisit, Redo or Update of Space

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2. Delivery of Services

 

Product Delivery & Editing of Services is based on the Hours of Operation of Precision VR.  We currently edit during company working hours Monday – Friday 9 AM – 5:00 PM.  Any services done Monday – Thursday & Friday before 1 PM will be processed at the normal business hours. 

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Scans & Floor Plans: 

Precision VR will provide a Branded & Unbranded URL and embed code for the completed Space(s) (which will include access to Guided Tours and Core VR Experience, if ordered). Customer understands and agrees that all Spaces (including associated Guided Tours and Core VR Experience, if ordered) are hosted solely on Precision VR/Matterport platform, and Customer will not receive any digital assets for Spaces.  Photographs and 2D Schematic Floor Plans will be provided by email or a third-party digital repository. Precision VR will make all the foregoing 3D Services available to Customer within agreed hours after the date of the Capture Services.  

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Digital Photographs.

Precision VR will provide Digital Images for the completed Photo Shoot.  The customer understands and agrees that all Digital Images are hosted on a third-party digital site.  Links for the still images will be provided by email on a third-party digital repository.  

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Hosting Term. 

Service Provider agrees to process and host the created Space(s) on the Precision VR/ Matterport platform for a period of 1 full year from the original service date following the completion of Capture Services. Precision VR offers hosting after the first year of free hosting for £45  due by the last day of the 1st year anniversary.  If this is not paid the Model can/will be removed from the server.  In most cases this is a permanent deletion and client will have to pay the full price to return to the property and capture the property at the cost of the client.  

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3. Location Preparation

 

Preparation Rule of Thumb

The best rule of thumb to keep in mind in preparation for a virtual tour/360 video shoot is that the camera can see anything and everything that a person walking around can see. Due to this immersive quality of a virtual tour, we want to make sure the entire captured area is well presented. The Precision VR production team should be the only people on site during production. For hard-to-control spaces, please provide an on-site staff member to assist with keeping people out of the area during the shoot. For your convenience it is our responsibility to conduct our work in an efficient and professional manner.

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Precision VR is not accountable or responsible for cleaning/moving unwanted objects or unprepared spaces.

The Matterport camera is a proprietary reality capture system meaning that everything present in a room that can’t be hidden or moved may be seen, and due to technical limitations cannot be removed or corrected in photo editing after the shoot. Please have the location ready upon the arrival of the Precision VR technician by following the checklist Precision VR will provide before our visit.

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Unless otherwise arranged, a Service Location that has not been properly prepared, in Service Provider’s sole discretion, will be considered unready and the date of Captures Service must be rescheduled. Precision VR shall not be responsible for the untidiness of any location or for small alignment issues, mirror, window, glass, and reflective views. Customer shall further ensure that the locaton is accessible upon the day of Capture Service for the length of the appointment.  Customer or its representative may 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. 

 

If the area is not ready to be scanned/photographed when the Precision VR technician arrives, the technician may choose to wait until the area is ready, or come back at a different time/day. Waiting, if applicable, is charged at £150 per hour or portion thereof and added to the invoice. If the technician must come back to capture or complete a scheduled scan, a minimum charge of £150 will apply.

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Customer will cooperate in a reasonable and timely manner in connection with Service Provider’s performance of the Capture Services and provision of the 3D Services/Service Provider. Please try to minimize the amount of people on the property during the appointment. Please do not book other appointments during the production session. Delays incurred on-site falling outside the scope of work required by any member of the Precision VR team will be billed to the Client at £150 per hour.

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4. Fees & Payment

 

Fees.

Customer agrees to pay Service Provider total fees provided by the pricing given. Such fees will be itemized in a separate invoice or order document provided to Customer.

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Deposits.

A non-refundable deposit, via credit card, bank transfer, or Paypal of 25% of the total invoice to Service Provider for the 3D Services and Capture Services. The deposit will be subtracted from the total payment owed by Customer upon completion of the Capture Services.  

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Invoice and Payment of Balance Due. 

Following completion of the Capture Services, Customer shall pay Service Provider, via credit card, bank transfer or Paypal the remaining fees owed within 14 days of Invoice. Service Provider Customer shall make all payments in the following currency: Pounds Sterling.  In the event that Customer fails to pay any amount when due, without limiting any other remedies available to Service Provider: (a) Customer will pay interest on the overdue amount at the lesser of 2% percent per month or the highest rate permitted under applicable law; and (b) Service Provider will have the right to suspend providing the 3D Services to Customer until such overdue amount is received.

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Taxes. 

All amounts payable by Customer to Service Provider under this Agreement are exclusive of any sales, use, excise, import or export, value-added, or withholding tax, levy or similar governmental charge that may be legally assessed by any jurisdiction, whether based on the provision of Capture Services or 3D Services, or the payment of fees.

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5. Sheduling, Cancellation and Rescheduling Policy

When you schedule services with us, you are reserving a valuable time slot that will not be available to others.  When you cancel, or reschedule your photo shoot, we must pay our photographers for that reserve time if it falls within the cancelation window outlined below.  While everyone understands the purpose of cancellation fees, and agrees to the terms of service, nobody likes paying them. So, we do our very best to keep you apprised about your upcoming appointment with courtesy email 48 hours before your appointment.  As soon as you become aware that the property is not ready as scheduled, either call Precision VR office at +44 (0) 7712441102 or mail: contact@precisionvr.co.uk so we can remove it from the schedule and/or set up a new appointment time.

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If you cancel or reschedule the appointment less than 24 hours before the photo shoot or scan, then you agree to pay a reschedule fee of £100 . If we can replace the photo shoot, then the fee is waived.  

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Unable to Shoot/Scan Fee. 

If the photographer arrives at the property and cannot access it or it is not ready to photograph and or scan, then you agree to pay a £150  fee plus any applicable travel charges.

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6. Proprietary Rights & Licenses

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Ownership.  Service Provider and its licensors own all right, title and interest (including all associated intellectual property rights) in and to: (a) all 3D Services and any technology embodied therein; and (b) 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 Service Provider and Service Provider’s licensors, and Customer shall make no use of the foregoing except as expressly provided herein.  Customer acknowledges that Service Provider will have the right to use and distribute any 3D services in Service Provider’s sole discretion unless otherwise agreed.

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Service Provider, Service Provider License to Customer. 

Service Provider hereby grants Customer a nonexclusive, non-transferable, non-sub licensable license, during the Term, to: (a) use and distribute URLs and embed codes linking to the Matterport Space(s) (including any associated Guided Tours and Core VR Experience, if ordered) hosted on the Precision VR/Matterport Platform; and (b) to use and distribute Precision VR/Matterport Snapshots and Precision VR/Matterport 2D Schematic Floor Plans (if ordered).

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Restrictions. 

Upon any expiration or termination of this Agreement, Customer shall immediately cease all use of the 3D Services on non-current properties and delete all copies of the 3D Services (a content or data derived from the 3D Services, links) in Customer’s possession or under Customer’s control.  Customer shall not:  (i) disable or modify any hyperlinks contained in any 3D 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 Services; (iii) decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of any software underlying the 3D Services; (iv) distribute, in conjunction with any 3D Services, any content that contains or promotes fraudulent, deceptive or illegal activities, pornography, excessive violence, offensice speech or language, malicious code or deceptive advertising; (v) access or use any API provided by Matterport without the prior written authorization of Precision VR, or otherwise access Precision VR Spaces (and any portion thereof) through any means other than available end-user functionality; or (vi) modify or create any derivative work based on the 3D Services (or any component thereof).

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Takedown Service. 

During the Term, Customer can request at any time that Service Provider designate any Precision VR Space and other hosted 3D Services as public or private.  Any Precision VR Space or other hosted 3D Service designated as private will be un-accessible and unviewable by the public.  Service Provider will promptly comply with such request.

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7. Affiliation With Matterport

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Customer acknowledges that: (a) Service Provider is an independent provider of the Capture Services and is not a contractor, employee or agent of Matterport; and (b) Service Provider is making the 3D Services available to Customer under a license between Matterport and Service Provider.

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8. Warranty Disclaimer

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Service Provider 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, Service Provider shall use commercially reasonable efforts to re-perform its obligations promptly in a manner that cures such breach.

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EXCEPT FOR THE FOREGOING WARRANTY, THE 3D 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.  SERVICE PROVIDER DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENCORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE 3D SERVICES AND CAPTURE SERVICES.  SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT 3D SERVICES OR CAPTURE SERVICES WILL MEET CUSTOMER’S NEEDS OR REQUIREMENTS, THAT THE 3D SERVICES AND CAPTURE SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE 3D SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE 3D SERVICES WILL BE CORRECTED.  IN ADDITION, SERVICE PROVIDER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING: (A) THE APPROPRIATENESS OF THE 3D SERVICES FOR USE IN FOREIGN JURISDICTIONS; OR (B) THE TIMING OF 3D SERVICES PROVIDED TO CUSTOMER.  Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to Customer.  Nothing in this Agreement disclaims any implied warranty that cannot be disclaimed under applicable law.

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9. Indemnification

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Customer, at Customer’s own expense, will indemnify, defend and hold harmless Service Provider, its corporate affiliates and licencors, and their respective officers, directors, employees, representatives and agents (each a “Service Provider Indemnity”) from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) arising therefrom (each a “Claim”), brought by any third party against a Service Provider Indemnity to the extent that such Claim is based on, or arises out of:  (a) a breach, or potential breach, of any of Customer’s obligations under this Agreement; (b) Customer’s use of the 3D Services; (c) any allegation that Customer has not obtained all consents, approvals, licenses, and permissions necessary for Customer, Service Provider or their respective subcontractors, as applicable, to have access to a Service Location captured in any 3D Service and/or to capture and use imagery of such Service Location; or (d) any alleged or actual fraud, gross negligence or willlful misconduct of Customer or Customer’s subcontractors or agents.  In the event of a claim in respect of which a Service Provider Indemnity seeks indemnification from Customer under this Section, the Service Provider Indemnity will promptly notify Customer in writing of the claim, cooperate with Customer in defending or settling the claim at Customer’s expense, and allow Customer to control the defence settlement of the claim, including the selection of attorneys; provided, however, that Customer shall not settle any claim unless such settlement completely and forever releases the Service Provider Indemnity from all liability with respect to such claim or unless the Service Provider Indemnity consents to such settlement in writing.

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10. Limitation of Liability

EXCEPT IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HERE UNDER, CUSTOMER’S BREACH OF SECTION 3, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:  (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, ITS AFFILIATES OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; AND (b) IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER HERE UNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.  NEITHER SERVICE PROVIDER NOR MATTERPORT SHALL BE RESPONSIBLE OR LIABLE FOR ANY PERSONAL OR CONFIDENTIAL INFORMATION CAPTURED OR DISPLAYED IN ANY 3D SERVICE.  CUSTOMER IS RESPONSIBLE FOR PREPARATION OF EACH SERVICE LOCATION, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY OBJECTS OR PEOPLE DISPLAYED IN ANY 3D SERVICES.  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply.  Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.  

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11. Term, Termination & Effect of Termination

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Term. 

This Agreement will take effect on the Effective Date and, unless earlier terminated in accordance with this Agreement, will remain in effect until all of the Capture Services and 3D Services have been completed (“Term”).

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Termination for Breach or Bankruptcy. 

Either Party may terminate this Agreement immediately by written notice to the other Party upon the occurrence of any of the following events:  (a) the other Party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days following written notice of breach by the terminating Party; or (b) the other Party experiences an insolvency or bankruptcy or its property becomes subject to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

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Effect of Termination. 

Upon the expiration or termination of this Agreement for any reason:  (a) Customer will immediately cease all access to and use of all 3D Services, and the license granted to Customer with respect to the 3D Services shall immediately terminate; (b) unless Customer is terminating the Agreement for cause pursuant to Section 11, Customer shall, within thirty (30) days of expiration or termination, pay to Service Provider all amounts then accrued and payable under this Agreement; (c) unless Service Provider is terminating the Agreement for cause pursuant to Section 11, Service Provider shall, within thirty (30) days of expiration or termination, refund to Customer the amount of any unused fees prepaid by Customer. Neither party will be liable for exercising any termination right in accordance with this Agreement.  Except as expressly provided, expiration or termination of this Agreement shall not release either party from any liability or obligation that had already accrued as of the effective date of expiration or termination, and the expiration or termination shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, which a party may have hereunder at law, in equity or otherwise or which may arise out of or in connection with such termination.  Termination or expiration of this Agreement hereunder by either party shall not limit either party from pursuing any other remedies available to it, including injunctive relief.  In the event of a claim of infringement or violation of third-party proprietary rights relating to the 3D Services or Capture Services, the Parties may mutually agree to terminate certain rights granted hereunder.

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12. Force Majeure

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Neither party shall be liable to the other for any default or delay in the performance of any of its obligations under this Agreement (other than a failure to pay fees when due) if such default or delay is caused, directly or indirectly, by any cause beyond such party’s reasonable control (each, a “Force Majeure Event”); provided, however, that the party affected by the Force Majeure Event shall provide the other party with prompt written notice of the Force Majeure Event and use commercially reasonable efforts to minimize the effect of the Force Majeure Event upon such party’s performance; provided, further, that should the performance by either party of its obligations under this Agreement be prevented by a Force Majeure Event for more than thirty (30) days, the other party shall have the right to terminate this Agreement without liability to the non-performing party and receive a refund of any unused fees prepaid by such terminating party, if any.

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13. Miscellaneous

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Customer shall comply with all applicable laws and regulations relating to Customer’s use, display and distribution of all services.  Any attempt by either party to assign other than in accordance with this provision shall be null and void.  Unless otherwise specified herein, all any notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by email or by overnight courier to the intended recipient thereof at such address of a party set out herein or otherwise provided by a party; provided, however, that any notices regarding breach or termination of this Agreement shall only be given by overnight courier.  The parties acknowledge that the relationship of the parties is that of independent contractors and that nothing contained in this Agreement shall be construed to place the parties in the relationship of principal and agent, partners or joint ventures.  No amendment of any provision of this Agreement shall be effective unless set forth in a writing signed by a representative of Service Provider and Customer, and then only to the extent specifically set forth therein.  No waiver by either party of any condition or the breach of any provision of this Agreement in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision. Any claims or litigation arising under this Agreement will be brought by the parties solely in British Court.  If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reimbursement from the other party for its expenses and reasonable attorneys’ fees associated with the action, in addition to any other relief to which such prevailing party may be entitled.  This Agreement embodies the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes all prior agreement.

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