OneLook Productions Inc. owns the copyrights to all photographs and video captured by our company. OneLook Productions Inc. reserves the right to use any and all footage or photographs captured on our own website, social media channels, print media, T.V. or other publication for promotional purposes and advertising. The photographs and video shall not be modified in anyway, including the use of any filters.
The purchaser is receiving an individual license for advertising use. The photos may only be used by the purchaser for their website, print ads, social media, wall displays and other various forms of advertisements. The images are not to be given or sold to any other third parties i.e. (Architects, Builders, Homeowners, Interior Designers, Stagers, etc.) Any third party who wishes to use the images for any purpose may contact OneLook Productions Inc. and purchase a license based on the third party’s requested specific use. In the event that the purchaser submits photos or video for publication of any kind, photography/videography credit must be noted as ‘Photography/video by OneLook Productions Inc.'
We vigorously protect our copyright interests. In the event that an infringement is discovered you will be notified for unauthorized usage and/or prosecuted for Copyright Infringement (Copyright Act (R.S.C., 1985, c. C-42, s. 32.2(1)(f )) in a Canadian court.
Unless expressed otherwise, Real Estate Tours will be hosted at no charge for 3 months after which they will be removed or can be hosted for an additional year at the rate of $100.00/year. Commercial Tours include hosting for 1 year after which they can be hosted at the rate of $100.00/year. Failure to make prompt payment for hosting fees will result in the removal of the applicable tour.
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 Service Provide rwill have the right to use and distribute any 3D services i nService Provider’s sole discretion.
Service Provider License to Customer
Service Provider hereby grants Customer a non-exclusive, non-transferable, 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)
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 (and 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).
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. Service Provider will promptly comply with such request.
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 ServiceProvider.
Service Provider 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, Service Provider 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. SERVICE PROVIDER DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE,NON-INFRINGEMENT, MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE 3D SERVICES AND CAPTURE SERVICES. SERVICE PROVIDER 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, SERVICE PROVIDER 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. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to Customer. Nothing in this Agreement disclaims any implied warranty that cannot be disclaimed under applicable law.
Customer, at Customer’s own expense, will indemnify, defend and hold harmless Service Provider, its corporate affiliates and licensors, and their respective officers, directors, employees,representatives and agents (each a “Service Provider Indemnitee”) from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) arising therefrom (each a “Claim”), brought by any third party against a Service Provider Indemnitee to the extent that such Claim is based on, or arises out of: (a) a breach, or potential breach, of any of Customer’s obligations under this Agreement; (b)Customer’s use of the 3D Services; (c)any allegation that Customer has not obtained all consents, approvals, licenses, and permissions necessary for Customer, Service Provider or their respective subcontractors, as applicable, to have access to a Service Location captured in any 3D Service and/or to capture and use imagery of such Service Location; or (d) any alleged or actual fraud, gross negligence or willful misconduct of Customer or Customer’s subcontractors or agents. In the event of a claim in respect of which a Service Provider Indemnitee seeks indemnification from Customer under this Section, the Service Provider Indemnitee will promptly notify Customer in writing of the claim, cooperate with Customer indefending or settling the claim at Customer’s expense, and allow Customer to control the defense and settlement of the claim, including the selection of attorneys; provided, however, that Customer shall not settle any claim unless such settlement completely and forever releases the Service Provider Indemnitee from all liability with respect to such claim or unless the Service Provider Indemnitee consents to such settlement in writing.
LIMITATION OF LIABILITY
EXCEPT IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, CUSTOMER’S BREACH OF SECTION 3, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, ITS AFFILIATES OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,PUNITIVE OR EXEMPLARY DAMAGES; AND (b) IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. NEITHER SERVICE PROVIDER NOR MATTERPORT SHALL BE RESPONSIBLE OR LIABLE FOR ANY PERSONAL OR CONFIDENTIAL INFORMATION CAPTURED OR DISPLAYED IN ANY 3D SERVICE. CUSTOMER IS RESPONSIBLE FOR PREPARATION OF EACH SERVICE LOCATION, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY OBJECTS OR PEOPLE DISPLAYED IN ANY 3D SERVICES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.