Terms and conditions

1. DESCRIPTION OF SERVICES.

1.1. Overview of Services. Venue View Ltd will provide to Customer the following services (collectively, the “3D Services”) if ordered:‘Capture Services’ is the undertaking of photographing a space using a Matterport 3D camera to produce a Matterport 3D virtual tour.

A “Matterport Space” is a 3D model hosted on the platform of Matterport, Inc. (“Matterport”) that includes the following features: Inside mode, Dollhouse mode, Floor Plan mode, Property Description, Address, and Contact Information. It can be shared using a URL or embeded code.

1.2. Delivery. Venue View Ltd will provide a URL and embed code for the completed Matterport Space(s) (which will include access to showreel and VR Experience). Customer understands and agrees that all Matterport Spaces (including associated showreel and VR Experience) are hosted solely on Matterport’s platform, and Customer will not receive any digital assets for Matterport Spaces. 2D images taken from the Matterport Space and any 2D Schematic Floor Plans (if ordered) will be provided by email.

1.3. Hosting Term. Venue View agrees to process and host the created Matterport Space(s) on the Matterport platform for 12 months from date of capture. Hosting after 12 months will continue at a fee of £50 + VAT per annum paid in advance.

1.4. Hosting Services. Matterport host all 3D services on a cloud based platform. Customer recognises that the hosting on Matterport servers is out of the control of Venue View.

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 Venue View Ltd 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 Venue View’s sole discretion, will be considered unready and the date of Captures Service must be rescheduled. Venue View Ltd 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.

2.1. Fees. Customer agrees to pay Venue View Ltd total fees for the 3D Services and Capture Services as agreed during the quote. Such fees will be itemised in a separate invoice provided to Customer.

2.2. Invoice and Payment of Balance Due. Following completion of the Capture Services, Customer shall pay Venue View, via BACS, fees owed within 30 days of invoice date. In the event that Customer fails to pay any amount when due, without limiting any other remedies available, Venue View Ltd will have the right to suspend providing the 3D Services to Customer until such overdue amount is received.

2.3. Cancellation and Rescheduling Policy. Cancellation: A minimum of 21 days prior written notice will be required for Customer’s cancellation of this Agreement of the Capture Service date. In the event that Customer cancels this Agreement with less than 21 days notice prior to the agreed upon Capture Service date, Customer will be responsible for full payment of all fees.

Rescheduling: A minimum of 14 days prior written notice will be required for Customer’s rescheduling of this Agreement of the Capture Service date. In the event that Customer reschedules with less than 14 days notice prior to the agreed upon Capture Service 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 Venue View photographer without charge. If accommodation cannot be provided without charge then the cost paid by Venue View for the accommodation will be added to the final invoice.

3. PROPRIETARY RIGHTS AND LICENSES.

3.1. Ownership. Venue View Ltd 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) 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 Venue View Ltd and Venue View Ltd licensors, and Customer shall make no use of the foregoing except as expressly provided herein. Customer acknowledges that, subject to Section 3.4, Venue View Ltd will have the right to use and distribute any 3D services at Venue View Ltd’s sole discretion including the use of them for Venue View Ltd’s promotion, marketing and advertising.

3.2. Venue View License to Customer. Venue View Ltd hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to: (a) use and distribute URLs and embed codes linking to the Matterport Space(s) (including any associated showreel and VR Experience) hosted on the Matterport Platform; and (b) to use and distribute any 2D images taken from the Matterport Space and any 2D Schematic Floor Plans (if ordered).

3.3. Restrictions. Upon any expiration or termination of this Agreement, Customer shall immediately cease all use of the 3D Services and delete all copies of the 3D Services (an content or data derived from the 3D Services) 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, “hate speech”, malicious code or deceptive advertising; (v) access or use any API provided by Matterport without the prior written authorisation of Matterport, or otherwise access Matterport 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).

3.4. Takedown Service. Customer can request at any time that Venue View Ltd designate any Matterport Space and other hosted 3D Services as public or private. Any Matterport Space or other hosted 3D Service designated as private will be un-accessible and un-viewable by the public. Venue View Ltd will promptly comply with such request.

4. 100% ROI GUARANTEE – APPLICABLE FOR HOTELS & VENUES ONLY.

4.1. ROI is calculated by:

• The number of times the booking links within the Customers tour are interacted with. Venue View assume a 15% conversion rate from these interactions with a booking value of the industry average room rate/event space value.

• The number of times the ‘more info’ or ‘enquiry’ link within the Customers tour are interacted with.Venue View assume a 3% conversion rate from these interactions with a booking value of the industry average room rate/event space value.

4.2. Customers Venue View virtual tour is displayed prominently on Customers website for a minimum of 120 days.

4.3. The URL link to the Customers Venue View tour is included in all sales team email footers for a minimum of 120 days.

4.4. The Venue View virtual tour, MP4 video of the tour and the 360 images have been posted a minimum of three times each on all the Customers social media channels.

4.5. Venue View reserves the right to terminate, amend or extend this offer at any time.

4.6. Venue View’s decision is final, no subsequent correspondence will be entered into.

4.7. Any refund granted will immediately result in the Customers Venue View tour being disabled and therefore will be un-accessible and un-usable by the Customer.

5. NO AFFILIATION WITH MATTERPORT.

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

6. WARRANTY; DISCLAIMER.

Venue View Ltd 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, Venue View Ltd 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 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. VENUE VIEW LTD 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 SERVICES AND CAPTURE SERVICES. VENUE VIEW 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, VENUE VIEW 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.