Matterport Scenes Cloud Terms of Service

Last updated: July 18, 2017

  1. INTRODUCTION AND ACCEPTANCE OF AGREEMENT

This Matterport Scenes Cloud Terms of Service (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 Scenes Cloud.

To access and use the Matterport Scenes Cloud, You must click “I Agree” where indicated in the Matterport Scenes 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 SCENES 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 SCENES 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, such changes to be effective prospectively. 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 Scenes Cloud. Your continued use of the Matterport Scenes Cloud after a change has been posted constitutes Your acceptance of the change thereafter.

  1. DEFINITIONS

The following capitalized terms will have the following meanings.

“Account” means the account You establish to use the Matterport Scenes Cloud.

“API” means an application programming interface.

“Derived Content” means standard .obj export files, point cloud files, images, videos, statistical information about a Model, metadata, and other content that is:  (a) automatically generated or (b) You are permitted to generate on the Matterport Scenes Cloud using the features available through Your Account.

“Documentation” means any documentation, policy or notice made available by Matterport via the Matterport Scenes Cloud regarding use of, and/or subscriptions to, the Matterport Scenes Cloud.

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

“Matterport Scenes Cloud” means Matterport’s proprietary hosted application platform (and other technologies available therein), on which You may host Models and other User Content, and through which Matterport provides the Services to You.

“Matterport Viewer” means Matterport’s proprietary application that displays Models through a Web browser.

“Model” means three dimensional models of physical spaces or objects that You capture and process through the Scenes App.

“Scenes App” means the Matterport Scenes mobile application.

“Services” means the hosting and other services Matterport provides from time to time through the Matterport Scenes Cloud.

“User Content” means Models, images, text, measurements, property addresses, property geolocation (latitude & longitude), property descriptions, and any other related content that You upload to the Matterport Scenes Cloud, and any Derived Content.

  1. USE OF MATTERPORT SCENES CLOUD.

  1. General. Subject to the terms and conditions of the Agreement and the applicable Subscription Level, during the term of this Agreement, You will have the ability to:  (a) upload Your Models and other permitted User Content to the Matter Scenes Cloud; (b) host Your Models and User Content on the Matterport Scenes Cloud; (c) display Your Models in the Matterport Viewer on any device with a supported web browser, through links to the Matterport Scenes Cloud; (d) use the functionalities available in Your Account to create Derived Content; (e) download Your Models, other supported User Content and Derived Content to the Scenes App; and (f) send links to Your Models hosted on the Matterport Scenes Cloud to other users, so that these other users can view the Models in a supported web browser and download the Models to their own copy of the Scenes App (though Matterport may, but is not obligated to, provide support to any such third parties).  Models, other supported User Content, and Derived Content (and any portion thereof) hosted on the Matterport Scenes Cloud can only be accessed, used, and/or exported through available end-user functionality or authorized access to APIs on the Matterport Scenes Cloud.  
  2. Services.  During the term of this Agreement, Matterport will host Your Models, other supported User Content and Derived Content on the Matterport Scenes Cloud.  Matterport reserves the right to terminate the Services, or features thereof, at any time in its sole discretion and with or without prior notice.  You acknowledge that Matterport is not obligated to provide You with any support in connection with exporting any Models, supported User Content, and Derived Content following expiration or termination of this Agreement.  You further acknowledge that, other than the access Matterport provides to Models, supported User Content, and Derived Content via the functionalities within the Matterport Scenes Cloud, Matterport has no obligation to provide You with an export file or any other download of Models, User Content or Derived Content at any time during or after the term of this Agreement.
  3. Fees and Subscriptions.  Matterport currently provides the Services and Accounts at no charge, and You may upload Models and other supported User Content and use the functionalities available in Your Account on an unlimited basis, subject to the terms of this Agreement.  Notwithstanding the foregoing, Matterport reserves the right, at any time and with or without prior notice, to charge a fee for:  (a) uploading and/or storing Models and/or other supported User Content on the Matterport Scenes Cloud; (b) using some or all of the functionalities available on the Matterport Scenes Cloud, including without limitation functionalities for modifying, sharing, enhancing or otherwise processing uploaded Models; and/or (c) exporting Models, supported User Content, and/or Derived Content from the Matterport Scenes Cloud for use in the Scenes App or other applications.  Matterport also reserves the right, at any time and with or without prior notice, to limit the amount of Models that may be uploaded to the Matterport Scenes Cloud; limit usage of functionalities available through the Matterport Scenes Cloud; limit the export of Models, supported User Content, and/or Derived Content from the Matterport Scenes Cloud; change the file format(s) of the Models; and/or establish different subscription levels for use of the Matterport Scenes Cloud.  Changes to policies regarding fees, usage and subscription levels may be set forth in future versions of this Agreement or in Documentation, and any such policies set forth in the Documentation, as modified by Matterport from time to time, are incorporated herein by reference.  Matterport may suspend or terminate Your access to the Matterport Scenes Cloud if You fail to pay any fee when due, 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. You are responsible for the payment of all applicable taxes and duties, if any, associated with Your subscription to the Matterport Scenes Cloud and with Your purchase of other products and services associated with Your Account, excluding taxes based on Matterport’s income.
  4. Account. You agree to provide accurate account and billing information to Matterport, if required. You are responsible for maintaining the security and confidentiality of Your login information, including the password, associated with Your 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.
  5. User Conduct. You shall not cause to be uploaded to the Matterport Scenes Cloud (through the Scenes App 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 Models) 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 Scenes Cloud for any illegal or improper purpose, and not to conduct any activities that could damage, disable, overburden or impair the Matterport Scenes Cloud.  Matterport reserves the right to remove from the Matterport Scenes Cloud any content that violates this Agreement or the Documentation, or that Matterport otherwise deems objectionable in its sole discretion.
  6. Maintenance and Technical Support.  Matterport may, but is not obligated to, provide maintenance or other technical support for the Matterport Scenes Cloud.  Nothing in this Agreement obligates Matterport to support or provide You with updates or error corrections to the Matterport Scenes Cloud or any Models, other User Content or Derived Content.  Matterport reserves the right to discontinue support for the Matterport Scenes Cloud at any time.  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.
  1. OWNERSHIP, LICENSES AND RESTRICTIONS

  1. Ownership of Matterport Property. The Matterport Scenes Cloud (including without limitation the underlying software and any technology and/or format for displaying Model data, other User Content and Derived Content together), the Matterport Viewer, Derived Content generated by Matterport, any technology of Matterport embodied in the Models, User Content and Derived Content, and the Documentation (collectively, the “Matterport Property”) are the valuable proprietary information and property of Matterport and its licensors. All right, title, and interest (including all copyright, patent rights, trademarks, and other intellectual property rights) in and to the Matterport Property, 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. All rights in the Matterport Property not expressly granted to You are reserved by Matterport, including, but not limited to, the unrestricted right to grant access to the Matterport Scenes 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 Property, or any derivatives thereof. Matterport reserves the right to modify the Matterport Property at any time in Matterport’s discretion.
  2. License to Matterport Property.  Subject to the terms and conditions of this Agreement, Matterport hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to use the Matterport Property solely in the manner and for the purposes expressly set forth in Section 3.1.
  3. Restrictions. You shall not: (a) sell, lease, license, rent, resell or otherwise transfer Your access to the Matterport Scenes Cloud, in whole or in part, to any third party; (b) access or use any API provided by Matterport without the prior written authorization of Matterport; (c) reverse engineer, decompile, or disassemble the Matterport Property (or any component thereof); (d) modify or create any derivative work based on the Matterport Property (or any component thereof); (e) copy the Matterport Scenes Cloud (or any component thereof); (f) remove any proprietary notice or label from any of the Matterport Property; 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 Scenes Cloud, or adversely affect Matterport’s right, title or interest in or to the Matterport Property. 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 Scenes Cloud, other than as explicitly permitted by Your subscription and Matterport published APIs. 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 Scenes Cloud in accordance with the Documentation.
  4. Ownership of User Content and Derived Content.  As between You and Matterport, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in (but excluding any Matterport Property embodied in): (a) the point cloud data of all Models that You upload to the Matterport Scenes Cloud; (b) any other supported User Content that You upload to the Matterport Scenes Cloud; and (c) Derived Content generated by You.  
  5. License to User Content and Derived Content.  You acknowledge and agree that when You share Models and Derived Content with others You are directly granting such users all of Your rights in such Models and Derived Content necessary to download, store and display such Models and Derived Content.  You hereby grant to Matterport the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide licenses in connection with the Services:
  1. Models, Other User Content and Derived Content: (i) subject to Your direction, to host, reproduce, modify, distribute, publicly perform and publicly display the Models, other User Content and Derived Content on the Matterport Scenes Cloud on Your behalf; (ii) subject to Your direction, to distribute, syndicate and display the Models, other User Content and Derived Content on third-party websites and in third-party authorized apps through links to the Matterport Scenes Cloud; (iii) to use Models, other User Content and Derived Content for internal purposes such as product development, testing and troubleshooting; and (iv) to create derivative works from the Models and other User Content to generate the Derived Content; and
  2. Matterport Scenes Cloud End Users: to permit end users on the Matterport Scenes Cloud to interact with Models in ways beyond viewing, including, without limitation, taking measurements within Models, annotating Models, saving favorite Models, and sharing links to Models with others.
  1. Marks. The Marks displayed on the Matterport Scenes Cloud, Models or Derived Content, 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 Model, Derived Content, the Matterport Scenes Cloud, or other Matterport technology used to generate or provide any Model or Derived Content. In the event You display any trademark, logo, service mark, tradename or other branding on any page on which You display any Model or Derived Content, or in any other place where You promote the use of Model, Derived Content or Matterport technology, You shall not do so in a manner that implies, or reasonably could imply, that any portion of the Matterport Scenes Cloud or other Matterport technology used to generate or provide any Model or Derived Content 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 Scenes Cloud, prior to displaying Your trademark, logo, service mark or tradename to directly brand or label Your display of any Model or Derived Content, 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.
  2. Feedback. We may solicit, or You may elect to volunteer, feedback, ideas or other suggestions regarding the Matterport Scenes Cloud or Services (“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.
  3. 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.
  1. PRIVACY, STORAGE AND SECURITY

  1. Personal Information; Privacy Policy. Matterport may use certain information collected through the Matterport Scenes 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 Scenes 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 Scenes 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 Scenes 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.
  2. Matterport’s Use and Sharing of Data. You acknowledge and agree that Matterport will collect through the Matterport Scenes Cloud, and process and store on servers operated by Matterport or on Matterport’s behalf, data regarding Your usage of the Matterport Scenes Cloud (including without limitation behavioral data) and data derived from the Models, other User Content and Derived Content that You provide and/or that is generated via the Matterport Scenes Cloud. You acknowledge and agree that Matterport may, on a perpetual basis, aggregate this data with similar information collected from other Matterport Scenes Cloud users, may use this data internally for product development, testing and troubleshooting, analytics, machine learning and other internal purposes, and may share that information with third parties (in aggregated and/or non-aggregated forms) for any purpose; provided, however, that, except in the case in which Matterport engages subcontractors to use and/or analyze such data on Matterport’s behalf subject to Section 4.9, any such shared information, and any information derived from such information including without limitation machine learning algorithms, will not identify You individually and will not include or disclose any Models, other User Content or Derived Content itself. Matterport’s limited right to share Models, other User Content and Derived Content directly with third parties is set forth in Section 4.6, and Matterport will only directly distribute such content based on Your privacy and distribution settings in Your Account.
  3. Allowing Third Parties to Access and Share Models. You will have the ability to share each Model publicly or keep it private in accordance with the Documentation, which Matterport may update from time to time in its sole discretion. Models that are shared publicly can be viewed by anyone on the Internet and will be publicly available on the Matterport Scenes Cloud.  Unless You grant access to a specific third party, Matterport will not share any Models that You keep private with any third parties.
  4. Removal of Models. Subject to Section 5.5, within Your Matterport Scenes Cloud account, You will have the ability to remove specific Models, and such Models will no longer be accessible in Your account.
  5. Storage and Data Retention; Security; Transmission. You acknowledge that certain servers and databases are maintained by or on behalf of Matterport to store Models, other supported User Content, Derived Content and other data processed by the Matterport Scenes Cloud, and that Matterport may keep such information indefinitely or delete it following expiration or termination of this Agreement or Your subscription, in Matterport’s discretion, subject to the restrictions set forth in this Agreement.  Matterport does not guarantee that it will retain any Models, other supported User Content and Derived Content for any time period, and You should regularly backup all such content on Your own storage device.  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 Scenes 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 Models, other User Content or Derived Content. You also acknowledge that the Models, User Content and Derived Content 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.
  1. NO WARRANTY

THE MATTERPORT PROPERTY 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 PROPERTY OR RELATED SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE MATTERPORT PROPERTY OR RELATED SERVICES WILL BE ACCURATE OR RELIABLE, THAT USE OF THE MATTERPORT PROPERTY OR RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE MATTERPORT PROPERTY OR RELATED SERVICES WILL BE CORRECTED. MATTERPORT MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY MODEL, OTHER USER CONTENT, DERIVED CONTENT OR ANY ELEMENT OF THE MATTERPORT SCENES CLOUD, AND SUCH PERFORMANCE WILL VARY BASED ON THE USER’S SYSTEM.  MATTERPORT DOES NOT REPRESENT OR WARRANT THAT ANY MEASUREMENTS WILL BE ACCURATE OR COMPLETE OR THAT THEY WILL COMPLY WITH ANY LOCAL OR INTERNATIONAL PROFESSIONAL OR REGULATORY STANDARD INCLUDING, WITHOUT LIMITATION, RICS.  The Matterport Scenes Cloud may allow You to measure the distance between any two points in a Model.  You acknowledge and agree that measurements of Models taken within the Matterport Scenes Cloud are inherently imprecise due to dimensioning capabilities and imperfect quality of captured Models, and such measurements must not be used for any purpose requiring exact measurements. Any information provided by Matterport about the accuracy of measurements of the Matterport Scenes Cloud is an estimation only and should not be relied upon as a performance specification for the Matterport Scenes Cloud.  Some jurisdictions do not allow some of the foregoing exclusions or limitations, so some of these exclusions or limitations may not apply to You.

  1. LIMITATIONS OF LIABILITY

  1. 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 PROPERTY OR SERVICES, 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 USE OR REDISTRIBUTION OF ANY MODELS, OTHER USER CONTENT OR DERIVED CONTENT (OR PORTION THEREOF) BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION THROUGH ANY UNAUTHORIZED EMBEDDED LINKS OR CODE ON A THIRD PARTY WEBSITE OR APP.  UNDER NO CIRCUMSTANCES WILL MATTERPORT OR ITS AFFILIATES OR LICENSORS HAVE ANY LIABILITY OF ANY NATURE FOR ANY HARM THAT IS BASED ON OR ARISES OUT OF THE INACCURACY OF ANY MEASUREMENTS TAKEN THROUGH THE USE OF THE MATTERPORT SCENES CLOUD, OR RELIANCE ON THE ACCURACY OF ANY SUCH MEASUREMENTS.  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.
  2. Responsibility for Content; No Conflicting Interests. As between the parties to this Agreement, You are responsible for all of all Models, other User Content and Derived Content, including for the accuracy, legality and integrity of such content. For any location that is captured in Models or other User Content, You shall obtain in advance all consents, approvals, licenses, and permissions necessary to capture and use imagery of such location. You represent and warrant that You have all rights, consents and/or permissions necessary to grant Matterport the licenses from You set forth in this Agreement, 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 Models, other User Content and Derived Content. YOU SHALL NOT CAUSE TO BE UPLOADED ON THE MATTERPORT SCENES CLOUD ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS.
  1. INDEMNIFICATION

You acknowledge that by providing You access to the Matterport Scenes Cloud, 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 Scenes Cloud or other Matterport Property; (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 Model, other User Content or Derived Content (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, 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.  Matterport shall not be obligated to indemnify, defend or hold You harmless with respect to any third-party claims arising out or relating to the Matterport Property or Service, including without limitation any claims for intellectual property infringement. Nothing in this Agreement shall be deemed an admission that any such claims may arise.

  1. TERM AND TERMINATION

  1. Term. The term of this Agreement will commence upon Your acceptance of this Agreement as set forth in Section 1 and, unless earlier terminated as set forth herein, will continue until terminated by either party.
  2. Termination by You. You may terminate this Agreement at any time by discontinuing all use of the Matterport Scenes Cloud or by notifying Matterport in writing.
  3. Termination by Matterport. Matterport may terminate this Agreement at any time for Matterport’s convenience or if You fail to comply with any of the terms of this Agreement.
  4. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement for any reason:  (a) You must cease all use of the Matterport Scenes Cloud, Your access to the Matterport Scenes Cloud will be deactivated, and You will not have the right to access any of the Models, other User Content, or Derived Content hosted on the Matterport Scenes Cloud; and (b) 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, 4.1, 4.3, 4.4, 4.7, 4.8, 5.1, 5.2, 5.5, 6, 7, 8, 9.4 and 10.
  1. MISCELLANEOUS

  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 Scenes 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 Scenes Cloud, all other Matterport Property 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 Property, and shall supersede any conflicting terms or conditions, unless otherwise prohibited by federal law or regulation.
  2. Compliance with Law. You represent and warrant that: (a) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) You are not listed on any U.S. Government list of prohibited or restricted parties. You may not export, re-export, import, or transfer the Your right to access the Matterport Scenes Cloud or other Matterport Property in violation of any applicable export laws or regulations, and You may 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 laws.
  3. Governing Law; Venue. This Agreement shall be interpreted in accordance with the laws of the state of California 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, and the parties specifically consent to Santa Clara County, California, 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, the application of which is expressly excluded.
  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 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 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. Any such notice will be deemed to have been given when sent.
  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.
  6. Amendment; Waiver. No amendment of any provision of this Agreement shall be effective unless made in accordance with Section 1 of this Agreement 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.
  7. Assignment. Except as otherwise expressly provided in this Agreement, 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.
  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.
  9. Entire Agreement. Except as otherwise provided in Section 10.10, 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 Scenes Cloud and related Services, and supersede any and all prior discussions, negotiations, agreements and representations between Matterport and You related to the same subject matter.
  10. Use of Scenes App. To use certain Services, You must also download to a supported mobile device the Scenes App, which is governed by the Matterport Scenes End User License Agreement.
  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 Scenes Cloud, provided that Your name and logo shall be no more prominently featured than references to any other customers.