Matterport Ecosystem-Red-Lined Agreement6400
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 WGAN ForumFounder & WGAN-TV Podcast Host Atlanta, Georgia |
DanSmigrod private msg quote post Address this user | |
| Hi All, Here are: Matterport Cloud Subscription Agreement: Last Revised 21 February 2018 Matterport Cloud Subscription Agreement: Last Revised 18 February 2017 Red-Lined Version to show "what changed" between the 21 February 2018 version and the 18 February 2017 version Best, Dan |
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WGAN Forum Founder & WGAN-TV Podcast Host Atlanta, Georgia |
DanSmigrod private msg quote post Address this user | |
| Hi All, Any takers to do a redline version and post it to a shareable, view only Google Sheet? Thanks, Dan |
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 WGAN3rd Party Service Member Beijing |
JuMP private msg quote post Address this user | |
| We compare these two Docs and get below result: All information is same except below new items: (They are new parts in 2018 version only.) Spaces Processing and Hosting Terms If You use the Matterport Cloud to process and/or host Spaces, these Spaces Processing and Hosting Terms shall apply in addition to the general terms and conditions set forth in the Matterport Cloud Subscription Agreement. DEFINITIONS “Derived Imagery” means Exportable Files (as defined in the Exportable File Terms), images, videos, and other derivative works that You or Authorized Users generate through functionalities on the Matterport Cloud from Space Metadata. “Derived Space Metadata” means derived information about Raw Sensor Data, Spaces and/or use thereof, such as measurements, square footage, labels, space indexing, data and technology created from machine learning, and Space viewing behavior history on the Matterport Cloud, that Matterport collects, is automatically generated, or You generate through the use of an available functionality on the Matterport Cloud. “Fixed Digital Objects” means digital files or metadata such as visual files, spherical images, Mattertag Content, digital media, or other information, that can be displayed in specified locations within a Standard 3D Model through use of Positional Technology. “Mattertag Content” means text annotations, hyperlinks, images, videos, and other rich media content that are uploaded to a Space. “Non-Fixed Digital Objects” means digital files or metadata such as visual files, spherical images, Mattertag Content, digital media, or other information, that have no defined position within a Standard 3D Model and therefore cannot be displayed in specified locations therein. “Positional Technology” means Matterport’s proprietary technology and data that specifies the location of Fixed Digital Objects and Space Imagery within a Space. “Raw Sensor Data” means imagery that is captured and generated on a Camera and/or the Capture App and uploaded to Your account on the Matterport Cloud, either by You or an Authorized User. “Showcase” means Matterport’s proprietary application that uses Positional Technology and WebGL (and/or other technologies as specified by Matterport now or in the future) to display Space Imagery and Space Metadata within a Standard 3D Model to enable a user to navigate through, edit, and interact with a virtual depiction of a particular physical space through a Web browser, virtual reality interface or mobile application (to the extent that Matterport supports virtual reality interfaces and/or makes a mobile application available in its discretion). “Showcase App” means the Matterport 3D Showcase mobile application. “Space” means the combination of a Standard 3D Model, Space Imagery, Positional Technology and Space Metadata that is displayed through a Showcase. “Space Imagery” means imagery that combines Fixed Digital Objects, in whole or in part, with a Standard 3D Model. “Space Metadata” means Fixed Digital Objects, Non-Fixed Digital Objects, and Derived Space Metadata. “Standard 3D Model” means a digital 3D model produced by or from any Camera. “Your Uploaded Content” means Fixed Digital Objects or Non-Fixed Digital Objects, such as audio and video files, images, text, measurements, property addresses, property geolocation (latitude & longitude), property descriptions, hyperlinks, and Mattertag Content, that You or Authorized Users upload or input into the Matterport Cloud for use in the Space. PROCESSING AND HOSTING SERVICE 2.1. General. Subject to the terms and conditions of the Agreement and the applicable Subscription Level, Matterport will provide the following services (collectively, the “Processing and Hosting Service”): (a) process the Raw Sensor Data that You submit to the Matterport Cloud to generate Spaces; and/or (b) host those Spaces on the Matterport Cloud. Matterport reserves the right to terminate the Processing and Hosting Service, or features thereof, at any time in its sole discretion. In addition to the subscription fees described in the Matterport Cloud Subscription Agreement, Matterport will also have the right to charge You the following additional fees in connection with the Processing and Hosting Service: (i) fees for any Spaces that are created in excess of the number of Spaces included in Your subscription tier; and (ii) any fees for other optional paid features that Matterport offers from time to time in connection with the Processing and Hosting Service. 2.2. Subscription Levels. Matterport, in its sole discretion, will have the right to offer several Subscription Levels for the Processing and Hosting Service. To the extent Matterport offers different standard Subscription Levels for the Processing and Hosting Service, Matterport will make available on the Matterport Cloud a summary of these Subscription Levels, and You will have the ability to select the Subscription Level that You prefer. At the end of the then-current Subscription Period, to the extent Matterport offers different standard Subscription Levels for the Processing and Hosting Service, You will also have the ability to change the Subscription Level to which You subscribe by changing the applicable preference in the billing portal for the Matterport Cloud. Subscription Levels will also be governed by any additional policy set forth on the Matterport Cloud or in the Documentation regarding pricing, summary of features, terms, conditions and limitations, and such policy, as modified by Matterport from time to time, is incorporated herein by reference. 2.3. Viewing Spaces. Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level, You will have the ability to view any of Your Spaces: (a) directly on the Matterport Cloud through Showcase; (b) in the form of a screenshot or fly-through video file that is captured through functionality provided on the Matterport Cloud and/or through third-party screen capture software; (c) in an Exportable File exported in accordance with the Exportable File Terms; (d) through a link to Showcase on the Matterport Cloud provided by Matterport; or (e) through the Showcase App. Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level, You may allow, and are encouraged to allow, third parties to view any of Your Spaces in the manner described in the preceding sentence; provided that Matterport may, but is not obligated to, provide support to any such third parties. Spaces (and any portion thereof) can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud. 2.4. Your Uploaded Content, Derived Imagery, and Derived Space Metadata. Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level: (a) You will have the ability to use the Matterport Cloud to upload and use Your Uploaded Content, generate and modify Derived Imagery, and generate and view Derived Space Metadata; and (b) You may allow, and are encouraged to allow, third parties (up to Your maximum number of Authorized Users of the Matterport Cloud) to engage in the same activities; provided, however, that Your Uploaded Content, Derived Imagery, and Derived Space Metadata can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud. 2.5 Allowing Third Parties to Access and Share Spaces. You will have the ability to designate each Space as “public” or “private” and privately share each Space in accordance with Matterport’s user documentation, which Matterport may update from time to time in its sole discretion. Spaces that are designated as public can be viewed by anyone on the Internet and will be publicly available on the Matterport Cloud. Matterport will also have the right to publicly display and distribute such public Spaces in the additional ways described in Section 3.7 of these Spaces Processing and Hosting Terms. Unless You grant access to a specific third party, Matterport will not share any Spaces that are designated as private with any third parties other than Authorized Users. 2.6. Content Distribution Service. In its sole discretion, Matterport may provide You with a service (“Content Distribution Service”) through which You may choose, in Your account in the Matterport Cloud, to display Spaces that You have designated as public (“Your Public Spaces”) on third-party websites and applications (“Third-Party Platforms”). In the event that You opt into the Content Distribution Service and select Your Public Spaces for display on Third-Party Platforms, You agree that: (a) subject to the license granted in Section 3.7 of these Spaces Processing and Hosting Terms, Matterport will have the right to distribute and cause to be displayed, solely at Your direction, Your Public Spaces on the Third-Party Platforms; (b) Matterport will engage in this distribution and display solely by providing to the Third-Party Platforms data feeds containing links to Your Public Spaces hosted on the Matterport Cloud; (c) in connection with the data feeds provided to the Third-Party Platforms, Matterport will provide the complete address (where available) and multiple listing service identification number (where available) for the real property depicted by each of Your Public Spaces; (d) You represent and warrant that either You are the property owner, property manager or listing agent for any active listings associated with Your Public Spaces, or You have obtained all necessary permission from the property owner, property manager or listing agent(s); (e) Matterport will have the right to exclude or remove some or all of Your Public Spaces from display on the Third-Party Platforms in Matterport’s sole discretion on a case-by-case basis, including without limitation in circumstances in which a Third-Party Platform or other third party has requested removal, or because Your Public Spaces are defamatory, obscene, or otherwise offensive or infringe on the rights of any third party; and (f) Matterport will have the right immediately to terminate Your access to the Content Distribution Service and/or terminate this Agreement (and cancel Your access to the Matterport Cloud or any component thereof) if You violate any of Your representations, warranties or obligations under this Section or engage in any activity in connection with the Content Distribution Service that Matterport deems abusive in its sole discretion. You will have the ability, in Your Matterport Cloud account, to select which of Your Public Spaces to display on Third-Party Platforms. In the event You designate any Space as private, Matterport will designate such space as private in data feeds provided to the Third-Party Platforms. 2.7. Removal of Spaces. Subject to Sections 3.5 and 3.7 of these Spaces Processing and Hosting Terms, within Your Matterport Cloud account, You will have the ability to remove specific Spaces, and such Spaces will no longer be accessible in Your account. 2.8. Storage; Security; Transmission. You acknowledge that certain servers and databases are maintained by or on behalf of Matterport to store Raw Sensor Data, Spaces, Derived Imagery and other data processed by the Matterport Cloud, and that Matterport may keep such information indefinitely or delete it after the end of the Subscription Period , in Matterport’s discretion. 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 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 Raw Sensor Data, Spaces, VR Spaces or Derived Imagery. You also acknowledge that the Raw Sensor Data, Spaces, VR Spaces and Derived Imagery 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. 2.9. Export. You acknowledge that, other than the access Matterport provides, during the Subscription Period, to Spaces via the Matterport Cloud and as otherwise expressly provided in Sections 2.3 and 2.4 of these Spaces Processing and Hosting Terms and in the Export File Terms, Matterport has no obligation to provide You with an export file or any other download of the Space Imagery, Space Metadata or Positional Technology at any time during or after the Subscription Period. OWNERSHIP AND LICENSES 3.1. Ownership of Raw Sensor Data. As between the parties to this Agreement, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in all Raw Sensor Data. Matterport will only have the rights to use the Raw Sensor Data as set forth in Section 3.7 of these Spaces Processing and Hosting Terms. Notwithstanding, the foregoing, Matterport will own all digital copies of Raw Sensor Data, and You shall only use the Raw Sensor Data to upload it to Matterport via the Capture App. Without limiting the generality of the foregoing, You may not access the Raw Sensor Data on, or extract the Raw Sensor Data from, any Matterport Camera or the Capture App in any manner. Matterport has no obligation to provide digital copies of any Raw Sensor Data to You either during or after the Subscription Period. 3.2. Ownership of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects. As between the parties hereto, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in all Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects associated with Spaces in Your account on the Matterport Cloud. Matterport will only have the rights to use the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects as set forth in Section 3.7 of these Spaces Processing and Hosting Terms. Notwithstanding, the foregoing, excluding any digital copies of Your Uploaded Content that You upload to the Matterport Cloud, Matterport will own all digital copies of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects, and You shall only access, use and download the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects as expressly permitted under this Agreement. Without limiting the generality of the foregoing, except as expressly otherwise permitted under this Agreement, You may not: (a) host any digital copy of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects or take other measures to make Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects available to users directly from Your servers or any third-party servers provided on Your behalf; (b) download any digital copy of Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects to a local computer and redistribute such digital copy (or any modified version of such digital copy or other derivative work) for any purpose; or (c) access any Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects other than through available end-user functionality or authorized access to APIs on the Matterport Cloud. You acknowledge that You will not have the right to access any of the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects generated on the Matterport Cloud following the expiration or termination of the Subscription Period. 3.3. Transfers of Copyrights in Raw Sensor Data, Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects. (a) Transfers to Other Matterport Cloud Subscribers. You may transfer ownership of Your copyrights in specified Raw Sensor Data, Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects (the “Transferred Assets”) to any third party that is currently a subscriber to the Matterport Cloud and that is currently bound by this Agreement, without Matterport’s consent, subject to the following conditions: (i) such transfer must be effected through any online transfer feature that Matterport provides in the Matterport Cloud; and (ii) as transferor, effective on the date of transfer, You hereby irrevocably assign to the designated transferee all of Your copyrights in the Transferred Assets, and You waive any claim of ownership relating to the foregoing. Any such transferee hereby accepts, effective on the date of transfer, assignment from the designated transferor of all copyrights in the Transferred Assets, and assumes all rights and obligations under this Agreement relating to the Transferred Assets. (b) Transfers to Non-Subscribers. You may transfer ownership of Your copyrights in specified Transferred Assets to any third party that is not currently a subscriber to the Matterport Cloud without Matterport’s consent subject to the following conditions: (i) any purported transferee of such copyrights that asserts such copyrights or makes any request or demand to Matterport with respect to such copyrights shall provide sufficient written evidence of such transfer to Matterport, as determined by Matterport in its sole discretion; and (ii) in connection with any such transfer, You shall cause the transferee to assume in writing all of Your rights and obligations under this Agreement with respect to the Transferred Assets, and supply Matterport with a copy of such written assumption by the transferee that is acceptable to Matterport in its sole discretion. 3.4. Ownership of Derived Imagery. As between the parties hereto, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own all Derived Imagery, including all digital copies thereof and copyrights therein, and You may transfer ownership of any of the Derived Imagery to any third party without Matterport’s consent; provided that Derived Imagery can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud. Notwithstanding the foregoing, You acknowledge that You will not have the right to access any of the Derived Imagery generated on the Matterport Cloud following the expiration or termination of the Subscription Period. 3.5 Ownership of Showcase, Derived Space Metadata and Positional Technology. As between the parties hereto, Matterport owns, without limitation, all right, title, and interest (including all copyright, patent rights, and other intellectual property rights) in and to Showcase, the Derived Space Metadata and Positional Technology, and all derivatives of the foregoing. You acknowledge such 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. Except as otherwise authorized by Matterport in writing, You shall not use Showcase, the Derived Space Metadata or Positional Technology in any manner other than as expressly authorized in this Agreement. Matterport reserves the right to create, store, use, disclose and distribute the Showcase, the Derived Space Metadata and Positional Technology for any purpose. 3.6 Licenses to You. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period: (a) solely in connection with Your use of a Camera and the Capture App or another mobile capture app provided by Matterport, to use the 3D imagery processing functionality on the Matterport Cloud to generate Spaces; (b) to use the 3D imagery hosting functionality on the Matterport Cloud to have Spaces hosted on the Matterport Cloud; (c) solely through available end-user functionality or authorized access to APIs on the Matterport Cloud, to use Showcase to display Spaces; (d) solely through available end-user functionality or authorized access to APIs on the Matterport Cloud, to generate and use Derived Space Metadata; and (e) to use the Positional Technology solely to the extent embodied in any Space. 3.7. Licenses to Matterport. You hereby grant to Matterport the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide, perpetual, irrevocable licenses in connection with all Subscription Levels for the Processing and Hosting Service: (a) Raw Sensor Data: (i) to host, reproduce, modify and create derivative works from the Raw Sensor Data to generate the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects; and (ii) to use Raw Sensor Data for internal purposes such as product development, testing and troubleshooting; (b) Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects: (i) subject to Your direction, to host, reproduce, modify, distribute and display the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects on the Matterport Cloud, in Matterport apps, and on third-party websites and Matterport-authorized third-party apps through links to the Matterport Cloud; (ii) to use Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects for Matterport’s or Matterport licensee’s internal purposes such as product development and commercialization, testing and troubleshooting; (iii) to create derivative works from the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects to create the Derived Imagery; and (iv) subject to the direction of the Property Owner, or at the request of a provider of goods or services to the Property Owner (unless otherwise directed by such Property Owner), to host, reproduce, modify, distribute and display copies of the Space Imagery, Fixed Digital Objects and Non-Fixed Digital Objects on the Matterport Cloud, on Matterport apps, and on third-party websites and Matterport-authorized third-party apps through links to the Matterport Cloud; provided any such use shall be solely on a non-public basis via authenticated user access or via authenticated private link sharing by the Property Owner and shall only be permitted with respect to Spaces that You have previously or currently designated as public. (c) Derived Imagery: (i) subject to Your direction, to host, reproduce, modify, create derivative works from, distribute and display the Derived Imagery on the Matterport Cloud and in Matterport apps; and (ii) subject to Your direction, including as provided in Section 2.6 of these Spaces Processing and Hosting Terms, to distribute, syndicate and display the Derived Imagery on third-party websites and in Matterport authorized third-party apps, through links to the Matterport Cloud. (d) Matterport Cloud End Users: to permit end users with accounts on the Matterport Cloud to interact with Spaces in ways beyond viewing, including, without limitation, taking measurements within Spaces, annotating Spaces with Mattertag Content, saving favorite Spaces, and sharing links to Spaces with others. For the avoidance of doubt, in the event that, in accordance with Section 1 of the General Terms, Matterport modifies any terms and conditions of the Agreement relating to use of Raw Sensor Data, Space Imagery, Fixed Digital Objects and/or Non-Fixed Digital Objects associated with Your account on the Matterport Cloud, such change shall apply to all such data, regardless of when such data was created or hosted in Your account. By clicking “I agree”, or by continuing to access or use the Matterport Cloud, after such a change has been posted, You signify Your acceptance of the change thereafter. 3.8. Responsibility for Content; No Conflicting Interests. As between the parties to this Agreement, You are responsible for all of all Raw Sensor Data, Your Uploaded Content and Derived Imagery, including for the accuracy, legality and integrity of such content. For any location that is captured in Raw Sensor Data, You shall obtain in advance all consents, approvals, licenses, and permissions necessary to capture and use imagery of such location. Matterport shall have the right (but not the obligation) in its sole discretion to remove from the Matterport Cloud any such content that violates this Agreement or any of Matterport’s policies and procedures, or is otherwise objectionable. You represent and warrant that You have all rights, consents and/or permissions necessary to grant Matterport the licenses set forth in Section 3.7 of these Spaces Processing and Hosting Terms, 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 Raw Sensor Data, Your Uploaded Content and Derived Imagery. YOU SHALL NOT CAUSE TO BE UPLOADED ON THE MATTERPORT CLOUD ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS. Schematic Floor Plan Terms If You use the Matterport Cloud to generate Schematic Floor Plans, these Schematic Floor Plan Terms shall apply in addition to the general terms and conditions set forth in the Matterport Cloud Subscription Agreement. SCHEMATIC FLOOR PLAN SERVICE Matterport, in its sole discretion, may elect to offer through the Matterport Cloud an additional service (“Schematic Floor Plan Service”), through which Matterport will create a schematic floor plan from Your existing Standard 3D Models stored on the Matterport Cloud (“Schematic Floor Plan”). If You choose to use the Schematic Floor Plan Service, You must designate and provide Matterport with access to the Standard 3D Models for which You are requesting a Schematic Floor Plan and pay the additional fee for the service posted on the Matterport website. You will be charged, via Your payment method on file, for each Schematic Floor Plan delivered. Matterport reserves the right to terminate the Schematic Floor Plan Service at any time in its sole discretion. Once the Schematic Floor Plan Service terminates, Matterport will have no further obligation to create or provide any additional Schematic Floor Plans ordered after the date of termination. LICENSES AND OWNERSHIP 2.1. License to Matterport. You hereby grant Matterport a royalty-free, worldwide, non-exclusive right to use Your Standard 3D Models to create the Schematic Floor Plans. 2.2. Responsibility for Content. You shall be responsible for: (a) any content of Your Standard 3D Models; (b) the content of any Schematic Floor Plans created from Your Standard 3D Models; and (c) the consequences of sharing or publishing any Schematic Floor Plans, including without limitation the disclosure of confidential or personally identifiable information. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to use the content of Your Standard 3D Models as provided in this Agreement and to distribute, display and publish any such Schematic Floor Plan. 2.3. Licenses to Use the Service and Schematic Floor Plans. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period to access and use the Schematic Floor Plan Service to generate Schematic Floor Plans. In addition, subject to the terms and conditions of the Agreement, Matterport hereby grants You a personal, non-exclusive, perpetual, worldwide license to use, evaluate, reproduce, display, and distribute each Schematic Floor Plan made available to You. 2.4. Ownership; Restrictions; Sublicenses. You acknowledge and agree that each Schematic Floor Plan and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by Matterport. All rights not expressly granted herein are reserved by Matterport, and You may not use any Schematic Floor Plan other than as expressly permitted by the license in Section 2.3 of these Schematic Floor Plan Terms. You may grant a sublicense to end users to use the Schematic Floor Plans for their internal purposes and to publicly display Schematic Floor Plans relating to property owned by such end users solely for the purpose of promoting such property; provided that You will cause each such end user to comply with written terms and conditions that contain standard license restrictions, ownership statements, disclaimers of warranty and limitations of liability that are applicable to the Schematic Floor Plans and Your licensors (e.g., Matterport), and that are reasonably consistent with this Agreement. You will not, in any such terms and condition applicable to the Schematic Floor Plans or otherwise: (a) impose or purport to impose any obligation on Matterport; or (b) make or purport to make any representation, warranty or covenant on behalf of Matterport. 2.5. Branding. You acknowledge that each Schematic Floor Plan will contain a Matterport logo and other branding and proprietary notices of Matterport. You shall not remove, alter or obscure any such logo, branding or notices. Notwithstanding the foregoing, however, You may add to each Schematic Floor Plan Your own logo and/or notices, provided that any such logo and/or notices: (a) are in compliance with, and do not result in a violation of, the terms of this Agreement; and (b) shall not state or imply that You are the owner or creator of the Schematic Floor Plan. 2.6. Disclaimer. MATTERPORT DOES NOT REPRESENT OR WARRANT THAT ANY MEASUREMENTS, INCLUDING WITHOUT LIMITATION SQUARE FOOTAGE MEASUREMENTS, IN ANY SCHEMATIC FLOOR PLAN WILL BE ACCURATE OR COMPLETE OR THAT THEY WILL COMPLY WITH ANY LOCAL OR INTERNATIONAL PROFESSIONAL OR REGULATORY STANDARD INCLUDING, WITHOUT LIMITATION, RICS. VR Terms If You use the Matterport Cloud to process and/or host VR Spaces, these VR Terms shall apply in addition to the general terms and conditions set forth in the Matterport Cloud Subscription Agreement. VR SERVICE 1.1. General. Subject to the terms and conditions of the Agreement, Matterport will provide the following services (collectively, the “VR Service”): (a) convert a copy of Your Space into a virtual reality format that can be viewed using a Matterport VR app and/or a Matterport-authorized third-party app (each a “VR App”) in supported VR devices (“VR Space”); and/or (b) host such VR Spaces on the Matterport Cloud. Matterport reserves the right to modify or terminate the VR Service, or features or pricing thereof, at any time in its sole discretion, with or without advance notice. Matterport may choose at any time no longer to accept new Spaces for VR conversion. In addition to the subscription fees described in the Matterport Cloud Subscription Agreement, in connection with the VR Service, Matterport will also have the right to charge You separate fees for: (i) creation of any VR Spaces, (ii) ongoing support of VR Spaces, (iii) hosting of VR Spaces, (iv) downloading of VR Spaces, (v) viewing of VR Spaces, and/or (vi) any fees for other optional paid features that Matterport offers from time to time in connection with the VR Service. You acknowledge and agree that not all Spaces can be converted to VR Spaces, and Matterport reserves the right to refuse to support conversion of certain Spaces, on a case-by-case basis, in its sole discretion. Matterport reserves the right to impose limits on the number of VR Spaces that You may host on the Matterport Cloud. The performance of VR Spaces will vary based on the user’s hardware and software used to view the VR Space. Matterport will support third-party VR-capable mobile devices and headsets in its sole discretion. 1.2. VR Service Offerings. Matterport, in its sole discretion, will have the right to offer several types of services for creation of VR Spaces, which include without limitation: (a) an automated process in which Matterport will create VR Spaces from Spaces in subscriber accounts in the Matterport Cloud (the “CoreVR Service”); and (b) a process, in which Matterport will provide a personalized service to modify a VR Space upon receiving an authorized request (the “CustomVR Service”). Upon launch of the CoreVR Service, Matterport will automatically create VR Spaces from all Spaces in Your account and make such VR Spaces available in Your account. However, Matterport will provide You with the ability to disable the CoreVR functionality on specific Spaces or for Your entire account. For Spaces converted through the CustomVR Service, Matterport reserves the right to determine a custom fee for each CustomVR Service based on a range of factors, including without limitation the level of effort to complete the conversion, which Matterport will notify You of before beginning any work. The CoreVR Service, the CustomVR Service, and any other VR Service offerings will also be governed by any policy set forth on the Matterport Cloud or in the Documentation regarding access, pricing, summary of features, terms, conditions and limitations, and such policy, as modified by Matterport from time to time, is incorporated herein by reference. 1.3. Viewing and Sharing VR Spaces. Users will have the ability to access and view VR Spaces in the various ways specified in the Matterport Cloud or Documentation from time to time, which may require that users download and install a VR App on their mobile devices or other VR display devices. Subject to the preceding sentence, You may invite third parties to view VR Spaces by sharing links provided by Matterport for VR Spaces on the Matterport Portal. VR Spaces (and any portion thereof) can only be accessed through available end-user functionality or authorized access to APIs on the Matterport Cloud. Users who download a VR Space to a mobile device or other VR device through a VR App can continue to view the downloaded VR Space in VR even after the VR Space is deleted or set to private from Your account. Although Matterport makes an effort to remove applicable VR Spaces from users’ devices whenever feasible, Matterport cannot guarantee removal. LICENSES 2.1. License to Use VR Service. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period to: (a) use the VR processing functionality on the Matterport Cloud to generate VR Spaces from Your Spaces; and (b) use the VR hosting functionality on the Matterport Cloud to have VR Spaces hosted on the Matterport Cloud. 2.2. Restrictions. You shall not: (a) reverse engineer, decompile, or disassemble the VR Service, VR Apps, or VR Spaces (or any component thereof, including without limitation associated imagery and technology); (b) use methods other than Matterport-provided tools that are accessible through the end-user presentation functionality of standard Web browsers or Matterport applications to copy, modify or create any derivative work based on the VR Service or VR Spaces (or any component thereof, including without limitation associated imagery and technology); (c) extract, or attempt to extract, any VR Spaces (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Positional Technology, Standard 3D Models, or other Matterport technology) from Matterport servers or any VR App or associated storage on the mobile or VR device; or (d) take any action or omit to act in any way that would interfere with or disrupt the integrity or performance of the VR Service or VR Spaces, or adversely affect Matterport’s right, title or interest in or to the VR Service or VR Spaces. Without limiting the generality of the foregoing, except as expressly otherwise permitted under the Agreement, You may not: (i) host any digital copy of VR Spaces (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Standard 3D Models, Positional Technology, or other Matterport technology) on Your servers or any third-party servers provided on Your behalf; (ii) download any digital copy of any VR Space (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Standard 3D Models, Positional Technology, or other Matterport technology) to a local computer and redistribute such digital copy (or any modified version of such digital copy or other derivative work) for any purpose; or (iii) provide instructions or services to any third parties to enable them to host or download any digital copy of VR Spaces (or any component thereof, including without limitation associated Space Imagery, Space Metadata, Standard 3D Models, Positional Technology, or other Matterport technology) . The foregoing restrictions, without limitation, shall survive any expiration or termination of the Subscription Period. 2.3. Licenses to Matterport. You hereby grant to Matterport the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide licenses in connection with the VR Service: (a) to access, reproduce, modify and create derivative works from relevant Space Imagery, Fixed Digital Objects, and Non-Fixed Digital Objects to generate VR Spaces; (b) to host, reproduce, modify, distribute and display such VR Spaces on the Matterport Cloud; (c) to distribute, syndicate and display such VR Spaces on third-party websites and VR Apps through links to the Matterport Cloud; (d) to use such VR Spaces for internal purposes such as product development, testing, support and troubleshooting; and (e) to permit end users with accounts on the Matterport Cloud to interact with VR Spaces in ways beyond viewing, including, without limitation, taking measurements within VR Spaces, annotating VR Spaces with Mattertag Content, saving favorite VR Spaces, and sharing links to VR Spaces with others. Exportable File Terms If You use the Matterport Cloud to generate Exportable Files, these Exportable File Terms shall apply in addition to the general terms and conditions set forth in the Matterport Cloud Subscription Agreement. EXPORTABLE FILE SERVICE Subject to the terms and conditions of the Agreement and any limitations of the applicable Subscription Level, during the Subscription Period, Matterport will provide You with the ability to export and download Exportable Files from any of Your existing Spaces stored in Your account on the Matterport Cloud (“Exportable File Service”), provided that: (a) You first pay Matterport’s then-current standard download fee, if applicable based on Your subscription, for each Exportable File in such export; and (b) You export and download Exportable Files only through available end-user functionality or authorized access to APIs on the Matterport Cloud. You will have the right to download an Exportable File as many times as You wish during the term of this Agreement, provided that You first pay the download fee, if applicable. If applicable based on Your subscription, You will be charged, via Your payment method on file, for each Exportable File that You export. Matterport reserves the right to terminate the Exportable File Service at any time in its sole discretion. Once the Exportable Service terminates, Matterport will have no further obligation to provide any additional Exportable Files after the date of termination. You acknowledge that Matterport is not obligated to provide You with any support in connection with such Exportable File following expiration or termination of this Agreement. “Exportable File” means any standard .obj export file, point cloud file, RCP file or other supported file that You are permitted to export from any of Your Standard 3D Models and/or Space Imagery. LICENSE AND OWNERSHIP 2.1. License to Matterport. You hereby grant to Matterport the following non-exclusive, transferable, sub-licensable, royalty-free, worldwide licenses in connection with all Subscription Levels for the Exportable File Service: (a) subject to Your direction, to host, reproduce, modify, create derivative works from, distribute and display the Exportable Files on the Matterport Cloud and in Matterport apps; and (b) subject to Your direction, including as provided in Section 2.6 of the Spaces Processing and Hosting Terms, to distribute, syndicate and display the Exportable Files on third-party websites and in Matterport authorized third-party apps, through links to the Matterport Cloud. 2.2. Ownership of Exportable Files. As between the parties hereto, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own all Exportable Files, including all digital copies thereof and copyrights therein, and You may transfer ownership of any of the Exportable Files to any third party without Matterport’s consent; provided that Exportable Files can only be generated through available end-user functionality or authorized access to APIs on the Matterport Cloud, but You will be free to host, reproduce and distribute any Exportable Files that You download. Notwithstanding the foregoing, You acknowledge that You will not have the right to access any of the Exportable Files generated and stored on the Matterport Cloud following the expiration or termination of the Subscription Period. |
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isabel private msg quote post Address this user | |
| Thank you so much for doing this, @JuMP! @DanSmigrod, by clicking continue, here's what you've agreed to under 3.8 "You represent and warrant that you have all rights, consents and/or permissions necessary to grant Matterport the licenses set forth in Section 3.7... 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." (3.7 says you give Matterport non-exclusive, transferable, sub-licensable, royalty-free, worldwide, perpetual, irrevocable licenses to throw all client data into their ecosystem) Basically, you are telling Matterport that you have traveled through time to obtain the consent of not just your own clients, but ALL future owners and renters of their homes and businesses, so that you have all rights to grant Matterport perpetual and irrevocable licenses. |
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WGAN Forum Founder & WGAN-TV Podcast Host Atlanta, Georgia |
DanSmigrod private msg quote post Address this user | |
| @isabel Wow! Really? I am a very generous to Matterport (and apparently very organized and well traveled). I may need to go Back to the Future to get some more permissions. Dan |
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WGAN Forum Founder & WGAN-TV Podcast Host Atlanta, Georgia |
DanSmigrod private msg quote post Address this user | |
| @JuMP I am still seeking help comparing "what changed" and saving the file as a red-lined pdf that can be posted to the WGAN Forum as a link. When you copy and paste into the Forum, we can not see "what changed" ... Thanks, Dan |
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FurnitureScanner private msg quote post Address this user | |
| If anyone's interested, here's the computed diff of the two TOLs: diffchecker.com result |
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WGAN 3rd Party Service Member Beijing |
JuMP private msg quote post Address this user | |
| @DanSmigrod All words that I pasted is the different parts from 2018 version to the old one. They are not shown in old version. The 2018 version included all information in old version and keep them no change. Except the define of "Property Owner". From old version: “Property Owner” means the current or past owner, manager and/or renter of the real property associated with a Space. To 2018 version: “Property Owner” means the current or past owner, or current manager, or current resident of a residential real estate property (that is not listed for rental) associated with a Space. |
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WGAN Forum Founder & WGAN-TV Podcast Host Atlanta, Georgia |
DanSmigrod private msg quote post Address this user | |
| @JuMP Ah! Great! Thank you! Dan |
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WGAN Forum Founder & WGAN-TV Podcast Host Atlanta, Georgia |
DanSmigrod private msg quote post Address this user | |
Quote:Originally Posted by @FurnitureScanner Most helpful to see the side-by-side changes. Thanks, Dan |
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Andyh2o2 private msg quote post Address this user | |
| Anyone have a sample agreement that they use between their company (the MSP) and the client... that now incorporates the NEW TOS from Matterport? | ||
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nat_vanveen private msg quote post Address this user | |
| @JuMP Thanks so much for the info | ||
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