Agreement. If the Customer utilizes any of the services of the Service Provider, they are bound to the Terms and Conditions as outlined herein.  It is the responsibility of the Customer to assume that a Terms and Conditions exists, and that it should be read and understood prior to utilizing KLIK Solutions services.

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1.             DESCRIPTION OF SERVICES.

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1.1.          Overview of Services.  Service Provider will provide to Customer the following services (collectively, the "3D Services"):

 [   ] Matterport Space(s)

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 embed code.

Additional Services:

[   ] Matterport Highlight Reel

[   ] Matterport Snapshots

[   ] Matterport Guided Tour

[   ] Mattertag Posts

[   ] Matterport CoreVR Experience (Android & iOS)

[   ] Matterport 2D Schematic Floor Plan         

We may also, in the future, offer new services and/or features.  Such new features will also be subject to the Terms of Service.  Prices for our products and services are subject to change at any time without notice.

1.2.          Delivery.  Service Provider will provide a URL and embed code for the completed Matterport Space(s) (which will include access to Guided Tours and CoreVR Experience, if ordered). Customer understands and agrees that all Matterport Spaces (including associated Guided Tours and CoreVR Experience, if ordered) are hosted solely on Matterport’s platform, and Customer will not receive any digital assets for Matterport Spaces.  Matterport Snapshots and Matterport 2D Schematic Floor Plans will be provided by email or a third-party digital repository.  Customer can request that Matterport Spaces contain hidden “presented by” and “contacts” details for use on real estate MLSs.

1.3.          Hosting Term.  Service Provider agrees to process and host the created Matterport Space(s) on the Matterport platform for a period of not more than 12 months for each Matterport Space following the completion of Capture Services. Should ownership of the property change hands the Customer will notify the Service Provider in writing and, unless otherwise agreed upon, hosting will cease.

1.4.          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 Service Provider 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 Service Provider’s sole discretion, will be considered unready and the date of Captures Service must be rescheduled.  Service Provider 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 for up to 3 hours.  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.

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2.             FEES AND PAYMENT; CANCELLATION AND RESCHEDULING POLICY.

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2.1.          Fees.  Customer agrees to pay Service Provider the total fees for the 3D Services and Capture Services listed above.  Such fees will be itemized in a separate invoice or order document provided to Customer.

2.2.          Invoice and Payment of Balance Due.  Following completion of the Capture Services, unless otherwise agreed upon, the Customer shall pay the Service Provider, via e-transfer, cheque, or money order the remaining fees owed. In the event that Customer fails to pay any amount when due the Service Provider will have the right to suspend providing the 3D Services to Customer until such overdue amount is received.

2.3.          Cancellation and Rescheduling Policy.   A minimum of 24 hours prior written notice will be required for Customer’s cancellation of this Agreement or rescheduling of the Capture Service date.

 

3.             PROPRIETARY RIGHTS AND LICENSES.  

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3.1.          Ownership.  Service Provider and its licensors own all right, title and interest (including all associated intellectual property rights) in and to:  (a) all 3D Services and any technology embodied therein; and (b) 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 Service Provider and Service Provider’s licensors, and Customer shall make no use of the foregoing except as expressly provided herein.  Customer acknowledges that, subject to Section 3.4, Service Provider will have the right to use and distribute any 3D services in Service Provider’s sole discretion.

3.2.          License to Customer.  Service Provider hereby grants Customer a non-exclusive, non-sublicensable license, during the Term, to: (a) use and distribute URLs and embed codes linking to the Matterport Space(s) (including any associated Guided Tours and CoreVR Experience, if ordered) hosted on the Matterport Platform; and (b) to use and distribute Matterport Snapshots and Matterport 2D Schematic Floor Plans (if ordered).  Should the Customer at any time wish to transfer the use and distribution of URLs and embed codes linking to the Matterport Space(s) (including any associated Guided Tours and CoreVR Experience, if ordered) hosted on the Matterport Platform; and (b) to use and distribute Matterport Snapshots and Matterport 2D Schematic Floor Plans (if ordered) of a specific Matterport Space to a third party, the Customer will provide the Service Provider with written permission and confirmation of same and further relinquish any and all rights to said Matterport Space(s).  The Customer acknowledges that any transfer may be subject to a transfer fee at the Service Provider’s discretion.

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 authorization 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.  During the Term, Customer can request at any time that Service Provider 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 unviewable by the public. 

4.             NO AFFILIATION WITH MATTERPORT.  Customer acknowledges that:  (a) Service Provider is an independent provider of the Capture Services and is not a contractor, employee or agent of Matterport; and (b) Service Provider is making the 3D Services available to Customer under a license between Matterport and Service Provider.

5.             WARRANTY; DISCLAIMER.  Service Provider represents that it shall perform its obligations under this Agreement in a timely and workmanlike manner, consistent with generally acceptable industry standards. The 3D services and capture services provided are on an “as is” and “as available” basis, without warranty of any kind, whether written or oral, express or implied.  The measurements provided in the 2D Schematic floor plan are interior measurements and are not considered RMS compliant.

6.             INDEMNIFICATION.  The Customer, at Customer’s own expense, will indemnify, defend and hold harmless KLIK Solutions, its corporate affiliates and licensors, and their respective officers, directors, employees, representatives and agents from and against all liabilities, claims, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including attorneys’ fees) arising from the Customer’s use of the Service Provider’s work.

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7.             TERM, TERMINATION AND EFFECT OF TERMINATION.

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

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

7.3.          Effect of Termination.  Upon the expiration or termination of this Agreement for any reason:  (a) Customer will immediately cease all access to and use of all 3D Services, and the license granted to Customer with respect to the 3D Services shall immediately terminate; (b) unless Customer is terminating the Agreement for cause pursuant to Section 7.2, Customer shall, within thirty (30) days of expiration or termination, pay to Service Provider all amounts then accrued and payable under this Agreement; and (c) Sections 3.1, 3.3, 4, 5, 6, 7, 8 and 10 shall survive.  Neither party will be liable for exercising any termination right in accordance with this Agreement.  In the event of a claim of infringement or violation of third-party proprietary rights relating to the 3D Services or Capture Services, the Parties may mutually agree to terminate certain rights granted hereunder.

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

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9.             MISCELLANEOUS

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9.1          Real Estate. Customer shall comply with all applicable laws and regulations relating to Customer’s use, display and distribution of the 3D Services. Unless otherwise specified herein, all any notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by email or by overnight courier to the intended recipient thereof.  All material produced for the Customer is licensed, not sold, and may be used by the Customer for all marketing associated with the current sale of that property in accordance with local MLS rules, unless those rules are deemed to be out of date with current Canadian Copyright Law Bill C-11.

9.2   Disclosure.  One of the owners of KLIK Solutions is a licensed REALTOR® with the province of Alberta. 

9.3   Service Provider will have the right to refer to Customer’s name in lists of Service Provider’s customers.   A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature.