Client Service Agreement

1. Services

1.1 Description of Services

360VUES will provide the following services (collectively, the “Services”), as further described in one or more mutually executed statements of work (“SOWs”) or order forms referencing this Agreement:

1. Onsite Capture. Dispatch of 360VUES personnel to Client-designated location(s) to capture 3D spatial data, photography, and related imagery using a Matterport Pro camera (or equivalent).
2. Editing and Upload.Post-capture processing, tagging, and upload of the resulting scans to a Matterport account owned and controlled by Client (the “Client Matterport Account”).
3. Landing Page Build.Design, development, and deployment of a custom landing page that iframe-embeds the Client’s Matterport Showcase URL, optionally incorporating booking flows, analytics, branding, and related features specified in the applicable SOW (the “Landing Page”).
4. Optional Retainer.Ongoing hosting, analytics reporting, minor content updates, and maintenance of the Landing Page pursuant to a monthly retainer described in the applicable SOW (the “Retainer Services”).

1.2 Statements of Work

Each SOW will describe in reasonable detail: the deliverables, timeline, acceptance criteria (if any), applicable fees, and any Client-specific assumptions. In the event of a conflict between this Agreement and an SOW, this Agreement controls unless the SOW expressly states that it modifies a specific section of this Agreement and is signed by authorized representatives of both Parties.

1.3 Change Orders

Either Party may request a change to an SOW by written notice. No change is binding until memorialized in a written change order signed by both Parties describing the changed scope, revised timeline, and revised fees (if any). 360VUES is not obligated to perform work outside the scope of the then-current SOW.

1.4 Client Responsibilities

Client will: (a) provide timely access to the property, points of contact, brand assets, and feedback reasonably required for 360VUES to perform the Services; (b) ensure the property is presentable and safe for onsite capture; (c) obtain all permits, consents, and releases necessary to photograph and publish the property; and (d) maintain the Client Matterport Account as set forth in Section 3.

2. Fees and Payment

2.1 Fees

Client will pay 360VUES the following fees, as specified in the applicable SOW:

1. Capture Fee — a one-time fee for onsite capture, editing, and upload.
2. Build Fee — a one-time fee for design and development of the Landing Page.
3. Monthly Retainer — a recurring fee (if Client elects Retainer Services) billed in advance for each calendar month.

2.2 Invoicing and Payment Terms

Unless otherwise stated in the SOW, invoices are payable net thirty (30) days from the invoice date. Payments are currently invoiced offline; payment instructions will be stated on each invoice.

2.3 Late Payments

Amounts not paid when due will accrue interest at the lesser of 1.5% per monthor the maximum rate permitted by applicable law, from the due date until paid. 360VUES may suspend Services (including Retainer Services and access to the Landing Page) after providing at least ten (10) days’ written notice of nonpayment without cure.

2.4 Expenses

Client will reimburse 360VUES for reasonable, pre-approved travel and out-of-pocket expenses directly incurred in performing the Services, documented by receipts.

2.5 Taxes

Fees are exclusive of sales, use, VAT, GST, and similar taxes, which are Client’s responsibility (excluding taxes on 360VUES’s net income).

3. Matterport Account Ownership and Subscription

3.1 Client-Owned Account

The Parties expressly acknowledge and agree that all scans, tours, and spatial data captured under this Agreement will be uploaded to a Matterport account owned, controlled, and maintained by Client. 360VUES does not host, resell, or sublicense Matterport services.

3.2 Not a Matterport Reseller

360VUES is an independent Matterport Service Partner. 360VUES is not a resellerof Matterport subscriptions, hosting, or software, and makes no representations or warranties regarding Matterport’s services, pricing, uptime, features, or policies. Client’s relationship with Matterport, Inc. is governed solely by Client’s direct agreement(s) with Matterport.

3.3 Client Subscription Responsibility

Client is solely responsible for maintaining an active Matterport subscription of an appropriate tier for its tour(s). If Client’s Matterport subscription lapses, is downgraded, or is terminated — resulting in the Matterport Showcase URL becoming unavailable — 360VUES is not responsible for the Landing Page displaying an unavailable tour, and such unavailability will not constitute a breach by 360VUES or entitle Client to a refund or credit.

3.4 Credentials

Client will provide 360VUES with reasonable access credentials or invited-user access to the Client Matterport Account as needed to perform the Services. Client may revoke such access at any time, but revocation may limit 360VUES’s ability to perform.

4. Intellectual Property

4.1 Client IP

As between the Parties, Client owns: (a) the raw and processed Matterport scans and spatial data uploaded to the Client Matterport Account; (b) the Client Matterport Account itself; and (c) Client’s pre-existing trademarks, logos, brand assets, photographs, and other content provided to 360VUES (“Client Materials”). Client grants 360VUES a non-exclusive, royalty-free license to use Client Materials solely to perform the Services during the Term.

4.2 360VUES IP

As between the Parties, 360VUES owns all right, title, and interest in and to: (a) the Landing Page source code, templates, and design system; (b) analytics integrations, booking-flow components, and any custom software built by 360VUES; (c) 360VUES’s methodologies, know-how, and pre-existing tools; and (d) any general-purpose improvements, libraries, or components developed in the course of performing the Services (collectively, “360VUES IP”), excluding Client Materials and the scans described in Section 4.1.

4.3 License to Client

Subject to Client’s payment of all fees when due, 360VUES grants Client a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and use the Landing Page and embedded 360VUES IP solely for Client’s internal business purposes and marketing of the captured property, for so long as Retainer Services are active or as otherwise specified in the SOW.

4.4 Post-Termination Disposition of the Landing Page

Upon termination or expiration of this Agreement or the applicable SOW:

1. Static Export Option.At Client’s written request and upon payment of any then-outstanding fees plus a reasonable export fee specified by 360VUES, 360VUES will deliver a static HTML/CSS export of the Landing Page suitable for self-hosting. The static export will not include proprietary 360VUES IP that is not reasonably severable (e.g., shared backend services, booking systems).
2. Wind-Down.Absent a request under Section 4.4(1), 360VUES may take the Landing Page offline upon at least thirty (30) days’ written notice.
3. No Ongoing Obligation. 360VUES has no obligation to maintain, host, or update the Landing Page after termination.

4.5 Client Brand and Marketing Use

360VUES will not use Client’s name, logo, trademarks, or imagery in 360VUES marketing materials, case studies, or portfolios without Client’s prior written permission(email sufficient). Such permission, once granted, is revocable on thirty (30) days’ written notice, except as to materials already in distribution.

5. Confidentiality

5.1 Definition

“Confidential Information” means any non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including business plans, pricing, customer data, technical information, and property layouts.

5.2 Obligations

Recipient will: (a) use Confidential Information solely to perform under this Agreement; (b) protect it using at least the same care it uses for its own confidential information (and no less than reasonable care); and (c) disclose it only to personnel with a need to know who are bound by confidentiality obligations at least as protective as this Section 5.

5.3 Exceptions

Confidential Information does not include information that is (a) publicly available without breach of this Agreement, (b) already in Recipient’s lawful possession, (c) independently developed without use of Discloser’s Confidential Information, or (d) required to be disclosed by law or court order (with prompt notice to Discloser where legally permitted).

5.4 Term

Confidentiality obligations continue for three (3) years following termination of this Agreement, except that trade secrets are protected for as long as they remain trade secrets under applicable law.

6. Warranties

6.1 Mutual Warranties

Each Party represents and warrants that it has the right, power, and authority to enter into and perform this Agreement.

6.2 360VUES Workmanship Warranty

360VUES warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices. Client’s exclusive remedy for breach of this warranty is, at 360VUES’s option, re-performance of the nonconforming Services or refund of the fees paid for the nonconforming Services, provided Client notifies 360VUES in writing within thirty (30) days after delivery.

6.3 Capture “As-Is”

Except as expressly stated in Section 6.2, capture deliverables are provided “AS-IS.” 360VUES does not warrant that scans will meet Client’s subjective aesthetic preferences, will be error-free, or will be compatible with future versions of Matterport’s platform.

6.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 360VUES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7. Limitation of Liability

7.1 Exclusion of Indirect Damages

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO 360VUES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.3 Exclusions from Cap

The limitations in Sections 7.1 and 7.2 do not apply to: (a) Client’s payment obligations; (b) a Party’s indemnification obligations under Section 8; (c) breaches of confidentiality under Section 5; or (d) liability that cannot be limited under applicable law.

8. Indemnification

8.1 By Client

Client will defend, indemnify, and hold harmless 360VUES and its officers, employees, and contractors from and against any third-party claim arising out of: (a) Client Materials or the content of Client’s property; (b) Client’s use, publication, or distribution of the scans, Matterport tour, or Landing Page; or (c) Client’s breach of its representations, warranties, or obligations under this Agreement.

8.2 By 360VUES

360VUES will defend, indemnify, and hold harmless Client from and against any third-party claim alleging that 360VUES’s original code developed for the Landing Page (excluding Client Materials, third-party components, and Matterport-provided technology) infringes a United States copyright, trademark, or patent. 360VUES’s obligation does not apply to claims arising from (i) Client Materials, (ii) modifications not made by 360VUES, or (iii) use of the Landing Page in combination with products or services not provided by 360VUES.

8.3 Procedure

The indemnified Party will (a) promptly notify the indemnifying Party of the claim, (b) give the indemnifying Party sole control of the defense and settlement (provided settlement does not impose non-monetary obligations on the indemnified Party without consent), and (c) reasonably cooperate.

9. Term and Termination

9.1 Term

This Agreement begins on the Effective Date and continues for an initial term of one (1) year(the “Initial Term”), and will automatically renew for successive one-year terms (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

9.2 Termination for Cause

Either Party may terminate this Agreement or any SOW if the other Party materially breaches and fails to cure within thirty (30) days after written notice (or ten (10) days in the case of non-payment).

9.3 Termination for Convenience

Either Party may terminate an SOW for Retainer Services for convenience on thirty (30) days’ written notice. One-time capture and build engagements are not terminable for convenience once work has commenced except upon payment for work performed plus a reasonable cancellation fee.

9.4 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due and payable; (b) each Party will return or destroy the other’s Confidential Information on request; and (c) the provisions that by their nature should survive (including Sections 4, 5, 6.4, 7, 8, 9.4, and 10–13) will survive.

10. Force Majeure

Neither Party will be liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including natural disasters, war, terrorism, epidemics/pandemics, government actions, utility failures, or internet/cloud-service outages. The affected Party will use commercially reasonable efforts to resume performance.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules.

Drafting note: 360VUES may alternatively select the State of Minnesota. Pick one and apply consistently across Sections 11 and 13.

11.2 Informal Resolution

The Parties will first attempt in good faith to resolve any dispute through senior-level discussions for at least thirty (30) days.

11.3 Mediation

If unresolved, the Parties will submit the dispute to non-binding mediation administered by JAMS (or another mutually agreed provider) in [Los Angeles, California].

11.4 Arbitration

Any dispute not resolved by mediation within sixty (60) days will be finally resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, seated in [Los Angeles, California]. Judgment on the award may be entered in any court of competent jurisdiction.

11.5 Small-Claims Carveout

Notwithstanding the foregoing, either Party may bring an individual claim in small-claims court within the jurisdictional limits of that court.

11.6 Equitable Relief

Either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

12. General

12.1 Assignment

Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign to an affiliate or to a successor in a merger, reorganization, or sale of substantially all assets, on written notice.

12.2 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

12.3 Notices

Notices must be in writing and delivered by email to the addresses below (with confirmation of receipt) or by nationally recognized overnight courier:

• 360VUES: service@360vues.com / [mailing address]
• Client: [email] / [mailing address]

12.4 Entire Agreement

This Agreement, together with any SOWs and change orders, is the entire agreement between the Parties and supersedes all prior or contemporaneous agreements or understandings regarding its subject matter.

12.5 Amendments

Amendments must be in writing and signed by both Parties.

12.6 Severability

If any provision is held unenforceable, the remainder of this Agreement remains in effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

12.7 Waiver

No waiver is effective unless in writing and signed by the waiving Party.

12.8 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.

13. Signatures

360VUES
By: ______________________________
Name: ____________________________
Title: ___________________________
Date: ____________________________

CLIENT
By: ______________________________
Name: ____________________________
Title: ___________________________
Date: ____________________________