Terms of Service License Agreement
IMPORTANT, READ CAREFULLY
Ownership of media:
We retain the copyright to our photography and all media files. You are free to use the media files for all your marketing needs. We do not allow content to be sold to a 3rd party without our approval.
Rolington Media retains all proprietary rights to the media content it captures and produces. This content may be utilized for promotional purposes on our website and various social media platforms. Should a client request confidentiality measures such as concealing the address, we are prepared to accommodate such requirements.
In instances where content created by Rolington Media is transferred to other entities or management, we require notification to ensure proper management of the media, particularly in relation to tour hosting services. The 3D virtual tours we provide are hosted complimentary for a period of three months following the date of service. Beyond this initial term, any party in possession of the 3D virtual tour must assume responsibility for ongoing hosting fees to maintain access, payable on a yearly or monthly basis.
Cancellation policy:
Rolington Media is committed to ensuring a positive client experience. If you cancel or reschedule the appointment less than 24 hours before the photo shoot or scan, then you agree to pay a reschedule fee of $75 for photography and/or scanning appointments.
To mitigate any issues, we proactively communicate reminders about forthcoming appointments.
Payment of invoice:
A 50% deposit is required at the time of signing this proposal. Balance due at time of fulfillment of this proposal. All invoices are set at a 7-day out from the appointment pay date. Payments are to be made out to Rolington Media via invoice. Watermarks may be added to media until the project has a zero balance.
Site preparation:
Service location preparation. The customer is required to prepare the service location in advance of capture services, including without limitation:
Removal of confidential or sensitive items that should not be captured in the footage.
Elimination of any potential hazards to ensure the safety of the photographer during the session.
Arrangement of furniture and decor to their desired positions for the shoot.
Communication of any specific rooms or areas that are to be excluded from the capture services.
Assurance that the location is free from movement, including persons, pets, or any objects that might interfere with the capture process. It is imperative that pets be secured or removed from the premises to avoid any disruptions; a seemingly friendly pet may react aggressively towards unfamiliar visitors. The photographer maintains the right to terminate the session if they perceive any threat to their safety and cannot be held accountable for pets that manage to escape the property during the session.
Rolington Media does not undertake cleaning, dusting, or rearranging of heavy furniture due to liability concerns. Photographers may, at their discretion, adjust blinds, small items, lighting, and doors to optimize the scan or shoot quality and ensure a smooth flow throughout the tour.
Should the service location not be adequately prepared as per the service provider's standards, the session will be deemed unready, necessitating rescheduling. The service provider is not liable for any lack of cleanliness or minor misalignments that might occur in mirrors, windows, or reflective surfaces.
It is essential that the service location be accessible for the duration of the scheduled appointment. The client or a designated representative is advised to be present during the session to confirm satisfaction with the captured images and the interpretation of the services provided.
Weather policy:
Rolington Media is equipped to conduct photo sessions under various weather conditions. We understand the effort our clients put into preparing their locations, and we commit to conducting interior shoots regardless of weather conditions. Exterior shots may also be possible, even in light rain, if the photographer deems it feasible.
However, should the photographer determine that the weather or other adverse conditions compromise the quality or safety of the shoot, they reserve the right to reschedule at a mutually agreeable time.
Drone photography is particularly sensitive to weather conditions. Should unsafe weather conditions arise, the photographer may opt to reschedule the aerial shoot.
Additional paid services:
Hosting Term: The service provider will process and host the created virtual tour space(s) on the designated platform for a period of three months following the completion date of capture services. Rolington Media provides an option for extended hosting beyond the initial three months as outlined in the client's proposal. This extended hosting service requires payment by the last day of the first three months’ anniversary. Failure to meet this payment deadline will result in the removal of the virtual tour model from our server. In most instances, such removal is permanent, and reinstatement would necessitate a new session at the property at the client's expense, billed at full price.
Taxes:
All fees payable by the customer under this agreement do not include any sales, use, excise, import or export, value-added, or withholding taxes, levies, or similar governmental charges that may be assessed by any jurisdiction, whether based on the provision of capture services, 3D services, or the payment of fees. However, the customer is not responsible for any income or franchise taxes incurred by the service provider.
Proprietary rights and licenses:
Ownership. The service provider and its licensors retain all rights, title, and interest, including all intellectual property rights, in and to the following: (a) all 3D services and any technology incorporated within them; and (b) the design, enhancements, updates, modifications, translations, reproductions, compilations, and derivative works pertaining to any of the aforementioned items. All rights not explicitly granted to the customer under this agreement are reserved by the service provider and its licensors. The customer is permitted to use the aforementioned assets solely as explicitly authorized under this agreement. Furthermore, the customer recognizes that the service provider reserves the exclusive right to utilize and distribute any 3D services at its discretion.
Service provider. Service Provider License Agreement: The service provider grants to the customer a non-exclusive, non-transferable, non-sublicensable license for the duration of the agreement. This license permits the customer to (a) use and distribute URLs and embed codes that link to the virtual tour spaces (including any associated guided tours and core virtual reality experiences, if ordered) hosted on the virtual tour platform, and (b) use and distribute snapshots and 2D schematic floor plans (if ordered).
Restrictions. Upon the expiration or termination of this agreement, the customer must immediately cease all use of the 3D services for properties no longer current and delete all copies, content, or data derived from the 3D services, as well as all associated links, from their possession or control. The customer shall not engage in the following activities: (i) disable or alter any hyperlinks contained in the 3D services; (ii) modify, remove, or obscure any proprietary markings, such as copyright and trademark indicators, or confidentiality notices within the 3D services; (iii) decompile, disassemble, decrypt, extract, reverse engineer, or derive the source code of any software that underpins the 3D services; (iv) distribute content alongside the 3D services that is fraudulent, deceptive, illegal, pornographic, excessively violent, includes hate speech, malicious code, or deceptive advertising; (v) access or use any provided API without prior written authorization, or access the virtual tour spaces through any method other than the provided end-user functionality; or (vi) modify or create derivative works based on the 3D services or any component thereof.
Takedown service. During the term of this agreement, customers may request that service providers classify any virtual tour spaces and other hosted 3D services as either public or private. Any content classified as private will not be accessible or viewable by the public. The service provider will promptly act upon these requests.
No affiliation with Matterport. The customer recognizes that: (a) the service provider operates independently in providing capture services and is not an employee, contractor, or representative of Matterport; and (b) the service provider offers the 3D services to the customer pursuant to a licensing agreement with Matterport.
Warranty; disclaimer. The service provider commits to executing its duties under this agreement in a timely and professional manner, adhering to industry standards generally accepted within the sector. Should there be any deviation from this warranty, the sole and exclusive remedy for the customer will be for the service provider to exert commercially reasonable efforts to rectify the issue promptly and adequately.
Beyond the aforementioned warranty, the 3D services and capture services are offered on an "as is" and "as available" basis without any form of warranty, either expressed or implied, including but not limited to warranties of title, non-infringement, merchantability, and fitness for a particular purpose. The service provider, along with its affiliates and licensors, explicitly disclaims these warranties. Furthermore, there is no assurance that the 3D services or capture services will meet the customer’s specific needs or that their operation will be uninterrupted, timely, secure, error-free, or that any defects will be corrected. The service provider also does not guarantee (a) the suitability of the 3D services for use in foreign jurisdictions, or (b) the timing of the provision of 3D services to customers. The scope of these disclaimers may not apply if prohibited by applicable law, ensuring that nothing in this agreement seeks to disclaim any implied warranty that is legally indefeasible.
Indemnification. The customer, at their own expense, will indemnify, defend, and hold harmless the service provider, its corporate affiliates and licensors, and their respective officers, directors, employees, representatives, and agents (each a "Service Provider Indemnified Party") from any claims, demands, actions, investigations, or other proceedings, including but not limited to all damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys' fees) arising therefrom ("Claim"), brought by any third party against a Service Provider Indemnified Party to the extent that such Claim is based on or arises out of: (a) any breach, or potential breach, of any of the customer’s obligations under this agreement; (b) the customer's use of the 3D services; (c) any allegation that the customer has not obtained all necessary consents, approvals, licenses, and permissions necessary for the customer, the service provider, or their respective subcontractors, as applicable, to access 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 by the customer or the customer’s subcontractors or agents.
Should a Claim arise where a Service Provider Indemnified Party seeks indemnification from the customer under this section, the Service Provider Indemnified Party will promptly notify the customer in writing of the claim, cooperate with the customer in defending or settling the claim at the customer’s expense, and permit the customer to control the defense and settlement of the claim, including the selection of attorneys. However, the customer shall not settle any claim unless such settlement completely and permanently releases the Service Provider Indemnified Party from all liabilities related to such claim, or unless the Service Provider Indemnified Party consents to the settlement in writing.
Limitation of liability. Except in cases related to either party’s indemnification obligations under this agreement, the customer’s breach of the Subscription Services section, or either party's gross negligence or willful misconduct: (a) to the fullest extent permitted by law, neither party, nor its affiliates or licensors, will be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, under any contract, negligence, strict liability, or other legal or equitable theory; and (b) the aggregate liability of either party, its affiliates, or its licensors under this agreement shall not exceed the total fees paid or payable to the service provider hereunder during the twelve (12) months preceding the date on which the cause of action arose. Neither the service provider nor Matterport will be held accountable for any personal or confidential information that may be captured or displayed in any 3D service. It is the customer’s responsibility to prepare each service location adequately, and the customer will bear sole responsibility for any objects or individuals that appear in any 3D services. Please note that some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages, hence these limitations may not apply. This agreement does not exclude or limit any liability that cannot be lawfully excluded or limited under applicable law.
Term, and termination:
Term. This agreement will take effect on the effective date and, unless earlier terminated by this agreement, will remain in effect until all the capture services and 3D services have been completed (“term”).
Termination for breach or bankruptcy. Either party may terminate this agreement immediately via written notification to the other party if any of the following conditions occur: (a) the other party commits a material breach of this agreement which is not remedied within thirty (30) days after receiving written notification from the terminating party; or (b) the other party becomes insolvent or bankrupt, or its assets are subjected to levy, seizure, general assignment for the benefit of creditors, or disposition by or on behalf of any creditor or government agency.
Force majeure. Neither party shall be liable to the other for any failure or delay in fulfilling its obligations under this agreement (except for obligations to pay fees when due) if such failure or delay is caused directly or indirectly by circumstances beyond reasonable control (each, a “force majeure event”). However, the affected party must promptly notify the other party in writing of the force majeure event and shall exert all reasonable efforts to mitigate the impact of the event on its performance obligations. Further, if a force majeure event prevents either party from performing its obligations under this agreement for more than thirty (30) consecutive days, the other party may terminate the agreement without penalty and is entitled to a refund of any prepaid, unused fees.
Illegal activity. Rolington Media shall not be liable for any actions, including theft, that may arise from the use of 3D virtual tours of any business, residence, or property that has been scanned or recorded. These 3D models are published online, on MLS, and other platforms as part of marketing strategies for the property and Rolington Media's services, at the behest of the property owner or their designated agent. The client or property owner has the right to request the removal of these models (takedown service) as stipulated. Rolington Media undertakes the scanning and publishing of these models strictly under the authorization of the property owner or their appointed real estate agent, who has approved the marketing approach, thereby indemnifying Rolington Media from any related liabilities.
By doing business with Rolington Media, you (the client) have caused this agreement to be executed by its duly authorized agent as of the effective date of hire and for any future project while a client of Rolington Media.