Terms of Service
Please read these Terms of Service (“Terms”) before using
REtours3D, LLC (the “Agency”), its website and/or requesting any of the services offered therein (collectively known as “Services”).
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By using the Service and placing any orders for an Interactive 3-D Virtual Tour Scans (collectively known as Services, aka “Scans”), it indicates to Retours3D LLC (collectively known as “Agency”) that you have read these Terms in its entirety and any policies and guidelines of the Agency incorporated herein. If you do not accept these Terms
or such policies, you may not use the Service or this website.
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All references to the Client in this document shall include Client’s parent companies, affiliates, subsidiaries and their clients (sometimes also known as landlords, homeowners, sellers and/or tenants).
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You are purchasing a Scan Service and not a tangible product. The finalized Service will always remain the property of the Agency as described further into detail within these Terms of Service. Furthermore, Client is responsible for relaying all of this information, including these Terms of Service, to their clients, as well as obtaining all necessary approvals from their clients to scan/digitally 3-D
photograph their location (see Section 11).
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1. General
These Terms applies to any digital assets, digital images and scans created or taken by the Agency and delivered to the Client for marketing purposes by Client. This Agreement governs the relationship between the parties and in no event shall any e-mail communication or other exchange, amend or otherwise modify the terms of this Agreement unless agreed to in writing and signed by both parties.
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2. Rights
All Scans and rights relating to them, including copyright and ownership rights in the media remain the sole and exclusive property of the Agency. This license provides the Client with the limited right to publicly display and distribute the Services for promotional or advertising purposes. This includes any Local Multiple Listing Services (for brokers); social media websites; personal and/or business websites; any other websites not listed herein as allowed by their own governing laws. Services used for any other purpose, not directly related to marketing and advertising must be with the express permission of the Agency and may be subject to additional fees, unless otherwise agreed to in writing.
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Regardless of any terms and conditions of all websites where the Service is uploaded to, including any Multiple Listing Service (MLS), at no time does this Agreement provide Client with the right to transfer copyright, or any other exclusive rights as provided by the Copyright Act 17 U.S.C § 106. Scans may contain copyright management information (CMI) at the discretion of the Agency in the form of either (a) a copyright notice © AND/OR (b) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to Agency for any penalties and awards available under the statute.
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Agency may use any Services for its own marketing purposes. If a specific Service is chosen by Agency, Client’s name along with property address, company name and any/all additional information will be removed and kept confidential.
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Following two (2) sections apply to broker Clients only.
Broker Clients are responsible for ensuring that Services are removed from MLS databases at the expiration of this Agreement. Unless otherwise specifically provided elsewhere in this document or other signed agreement between the parties, any grant of rights is limited to the termination of Client’s representation of the Property. Further use of Services beyond this period requires the Agency’s permission. Rights are assigned to the Client immediately upon delivery of the Scans.
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Broker Clients may request to use Services for the purpose of marketing their .This must be in writing to Agency since it may affect the time that the Services needs to be hosted as specified in Section 5 of this Agreement. All other clients (non-broker Clients) are exempt from this mandatory rule.
3. Relationship of the Parties
The parties agree that Agency is an independent contractor, and that neither the Agency, nor any Agency’s employees and/or contract personnel are, or shall be deemed to be, employees of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Agency and the Scans or any other deliverables prepared by the Agency shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
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Furthermore, Agency's employees and contractors will not be held liable by accidental damage to any belongings of Client's or Client's client while at their location.
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4. Creation
The manner and method of creating the Services is solely at the discretion of Agency and Client has no right to control Agency’s manner and method of performance under this Agreement. Agency will use their best efforts to (a) ensure that Services conform to Client’s specifications; AND (b) submit Services to Client in embeddable format, within a reasonable amount of time, usually Twenty Four (24) hour (not including weekends and holidays). Service times will vary dependent on total square footage of the location. Some Services are created by using the latest Matterport® Proprietary Technology to build an interactive floorplans and dollhouse models, thus resulting in an Interactive 3-D Virtual Tour, aka 3-D scan (Services). The Agency owns the equipment but not the technology or hosting site. Agency hereby confirms that it is a Matterport® Service Provider but is not affiliated with Matterport® or its companies.
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5. Delivery
Agency will submit digital delivery of Services in the format of (a) two (2) embeddable web-links AND (b) two (2) embeddable Hypertext Markup Language (HTML) codes. These two versions are Branded and Unbranded. Both links to Services are hosted on a remote internet server known as ‘the cloud”, which is maintained by third party Matterport® and paid for by the Agency, until (a) the property is sold (if broker Client); (b) the listing expires (broker Clients); OR (c) the Client advises Agency to remove Services from cloud (all Clients including broker Clients). Agency has no obligation to retain or archive any Services past the scope of this Agreement or past the pendency of the listing (broker Clients), as stated above.
There might be a rare instance where Matterport® Server experiences downtime or is unavailable. Agency will not be held liable or responsible by Client for such downtimes/issues, as this is a service provided by third party Matterport® and not by Agency.
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6. Fees
All fees and expenses payable under this Agreement are required no later than Fifteen (15) calendar days from Service (IN ARREARS - NET 15) and payable irrespective of whether Client makes actual use of Services. If full payment has not been received within Fifteen (15) days from Service, a late fee of Ten (10) percent (%) will be applied. If full payment has not been received within Thirty (30) days from Service, all rights are revoked at Agency’s discretion and Client's account is considered delinquent.
In the event rights are revoked, all unpaid Services provided to Client will be suspended.
Suspension will inactivate all unpaid Services (and respective delivered links). Services provided to Client will no longer be functional.
After Forty Five (45) days of Service, Client's account including all previously paid & unpaid Services will be suspended which might include removal from cloud. This might include destruction of Services, per Agency's discretion.
As always, communication is key between all parties. If Client is having difficulty paying for services due to financial hardship or other unspecified reason, Agency may be willing to work out a payment plan or other arrangement with Client.
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Collections and/or Legal Fees resulted by Agency's attempt to collect from Clients due to non-payment for Services will be the sole responsibility of Client and may apply after Forty Five (45) days from Service.
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7. Reduced Pricing
Reduced pricing and discounts may be offered by Agency. The discounts are flat monetary rates and the terms for reduced pricing are established on an individual basis for each business segment. Not for profit, schools and institution discounts may also be offered by Agency.
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8. Cancellation
Cancellations or re-scheduling of appointments for Service do require proper Twenty Four (24) hour notice, otherwise a Cancellation fee of Fifty Dollars ($50) will apply.
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9. Media Outlets & Public Relations Firms (PR)
Agency Services occasionally attract the attention from Media Outlets and PR Firms. Agency welcomes the opportunity to share Agency’s story and offerings of Services with the public. However, it is essential that all communication regarding Agency, its Services, and the relationship created by this Agreement, be consistent, accurate and comply with applicable law. Should Client be contacted by such parties regarding any Services provided under this Agreement, Client agrees to notify Agency in writing, as soon as possible but not exceed Twenty Four (24) hours from original contact. This is to be made possible by electronic mail to Press@REtours3D.com . Furthermore, Client agrees to ensure that Due Credit to Agency is provided, as allowed by law; including but not limited to Agency’s name, contact information, physical address, website and any additional pertinent information.
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Without written authorization as herein specified, Agency’s services are forbidden from being shared in Articles, Interviews, or any other type of publication, written or spoken, by third parties, including the parties (Client) to this Agreement.
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Should Agency be contacted in the same manner, the same terms will apply if and only the contacting PR party requests information about the client or Client's client. No information will be released by Agency without Client’s written authorization. As aforementioned, all Services are the property of Agency and may be provided for articles without notice to Client as long as Client & Client's client personal information (ie property name, property address, company or brokerage information is removed from said shared Services.
11. Non-Exclusivity
The scope of this Agreement is limited to Three (3) Dimensional
scanning (Services.) This Agreement creates a non-exclusive relationship between the parties on a per job basis. This Agreement shall not interfere with any current services that third party providers (such as photographers and/or floor plan drafting agencies) offer to the Client. The Client is free to hire the services of another Agency for similar services at any time. This non-exclusive relationship also applies to Agency, its employees and/or contractors which shall be entitled to offer and provide their Services to other clients, brokerages, companies and so forth.
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12. Indemnification
Client will indemnify and defend Agency against all claims, liabilities, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Services or materials furnished by Client. It is the Client's responsibility to obtain the necessary property release from any respective party and to ensure they are in full effect and in force. For broker Clients, this includes the authorization of Homeowners or Tenants (AKA the Client’s client) to have their property scanned.
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Furthermore, Agency's employees and contractors will not be held liable by accidental damage to any belongings of Client's or Client's client while at their location. As aforementioned, Client will hold all responsibility to any claims against Agency,
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13. Severability
If one or more of the provisions contained in the Agreement is/are
found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
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14. Waiver
No action of either party, other than express written waiver, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such rights or remedies will not preclude further exercise of other rights or remedy.
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15. General Law/Arbitration
This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of New York. Any claims or litigations arising out of this Agreement or its performance may be maintained only in courts physically located within the State of New York, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
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All information distributed by Agency to Client, including pricing and/or discounts, are to be kept confidential at all times. These Terms of Service are proprietary and may not be reproduced without proper authorization.
