Our Cloud Subscription Agreement (CSA) and API & SDK terms will be updated on November 17, 2020. All existing users will be asked to agree to the new CSA terms the first time they log into their account after the update. At a high level, we are making the following changes:
- We are updating the terms on payment & billing terms in Sections 3.2 and 4.3.
- We are making a general update to our API & SDK Terms
- We are launching TruePlan, a sketch file used for Xactimate, an insurance software. We have updated the CSA to include terms associated with it.
Here are the specific changes being made:
Updates to Payment Terms
Matterport reserves the right to turn off subscriptions that are past due and will have the right to recover the past due balance and any fees due.
4.3. Remedies; Taxes. Matterport may suspend or terminate Your access to the Matterport
Cloud if any such payment is overdue, and Matterport may impose a late fee equal to 1.5%
per month or the maximum rate allowed by law, whichever is lower, on any overdue
amounts. In addition, Matterport will have the right to recover from You any and all fees
and expenses incurred as a result of the referral for collection of any overdue amount to an
agency or attorney. You are responsible for the payment of all applicable taxes and duties,
if any, associated with Your subscription to the Matterport Cloud and with Your purchase
of a Matterport Camera and other products and services associated with Your Matterport
Cloud account, excluding taxes based on Matterport’s income.
Updates to Billing Terms
As a policy, customer initiated cancelations are effective at the end of the current subscription term. We are updating section 3.2 subscriptions to reflect this.
3.2 Subscriptions. Unless otherwise mutually agreed in writing with Matterport, Your
subscription to the Matterport Cloud will be on either a monthly or an annual basis,
commencing on the earlier to occur of: (a) the date You first upload to the Matterport
Cloud; or (b) if Your account is set up as part of a purchase of Your first Matterport
Camera, fourteen (14) business days after Your first Matterport Camera is shipped. If You
purchase a Matterport Cloud-Only account, Your subscription will commence on the earlier
to occur of (a) the date You first upload to the Matterport Cloud or (b) fourteen (14)
business days after Your account is set up. If Matterport, in its discretion, provides You
with a trial subscription, the subscription will commence on the date Matterport authorizes
such trial access. Your subscription will expire: (i) for monthly subscriptions, on the last
day of the calendar month following the month in which Your subscription commenced; or
(ii) for annual subscriptions, on the last day of the calendar month in which the one-year
anniversary of Your subscription commencement date falls. Your subscription, whether
monthly or annual, will automatically renew unless terminated as provided below. In the
event You cancel Your subscription as set forth below, the Subscription Period will end on
the last day of the current subscription period. In the event Matterport terminates this
Agreement as set forth below, the Subscription Period will end on the date of Matterport’s
termination. To the extent offered in connection with Your subscription to the Matterport
Cloud, You will have the ability to select from several levels of subscription to the Services
(“Subscription Levels”). Each Subscription Level You select will include the features for
such Subscription Level described on the Matterport Cloud and will be subject to any
applicable terms, conditions and restrictions set forth in the Spaces Processing and Hosting
Terms, the Schematic Floor Plan Terms, the VR Terms, the Exportable File Terms, and the
TruePlan Terms. Matterport reserves the right to modify the features and cost of any
Subscription Level at any time.
Updates to API & SDK Terms
Matterport is expanding the developer program from beta to general availability with the upcoming platform launches and, as part of that, we are updating the maintenance and support terms for API & SDK.
- MAINTENANCE; SUPPORT
Matterport will use commercially reasonable efforts to keep the Matterport APIs
operational on a continuous basis during the term of this Agreement, exclusive of
downtime necessary for scheduled and emergency maintenance. During the term of this
Agreement, Matterport will provide technical support in its sole discretion, as further
specified on Matterport’s website, with respect to errors and vulnerabilities in, and use of,
the current version of the Matterport APIs and Matterport SDKs; provided, however, that
Matterport has no obligation to provide any development support to You or technical
support to Your end users under this Agreement with respect to the Developer
Application. Matterport will have the right to discontinue all technical support for the
Matterport APIs and/or Matterport SDKs at any time without providing You with any
notice. In addition, with or without prior notice to You, Matterport will have the right to
make changes to any Matterport API and/or Matterport SDK at any time, including
discontinuing features thereof and changing security and other protocols. Such changes
may impact older versions of the Matterport SDK and any Developer Application built
using older versions of the Matterport APIs and/or Matterport SDK. Matterport will use
commercially reasonable efforts to minimize changes to technical requirements
associated with Your use of the Matterport APIs and Matterport SDKs, but reserves the
right to do so as a result of bug fixes, security updates, changes to the third-party
software development kits for other platforms, or other issues.
New TruePlan Terms
If You use the Matterport Cloud to generate TruePlan, these TruePlan Terms shall apply in addition to the general terms and conditions set forth in the General Terms.
Matterport, in its sole discretion, may elect to offer through the Matterport Cloud an additional service (“TruePlan Service”), through which Matterport will create a TruePlan file from Your existing Standard 3D Models stored on the Matterport Cloud (“TruePlan”). If You choose to use the TruePlan Service, You must designate and provide Matterport with access to the Standard 3D Models for which You are requesting a TruePlan file and pay the additional fee for the service posted on the Matterport website. You will be charged, via Your payment method on file, for each TruePlan file delivered. Matterport reserves the right to terminate the TruePlan Service at any time in its sole discretion. Once the TruePlan Service terminates, Matterport will have no further obligation to create or provide any additional TruePlan files ordered after the date of termination.
- LICENSES AND OWNERSHIP
2.1. License to Matterport. You hereby grant Matterport a royalty-free, worldwide, non-exclusive right: (a) to use Your Spaces to create the TruePlan files and to provide the TruePlan Service to You; and (b) to access from applicable third-party service provider(s), and to use, any of Your related data necessary to provide the TruePlan Service to You.
2.2. Responsibility for Content. You shall be responsible for: (a) any content of Your Standard 3D Models; (b) the content of any TruePlan files created from Your Standard 3D Models; and (c) the consequences of sharing or publishing any TruePlan files, including without limitation the disclosure of confidential or personally identifiable information. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to use the content of Your Standard 3D Models as provided in this Agreement and to distribute, display and publish any such TruePlan file.
2.3. Licenses to Use the Service and TruePlan. Subject to the terms and conditions of the Agreement, Matterport grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right, during the Subscription Period to access and use the TruePlan Service to generate TruePlan files. In addition, subject to the terms and conditions of the Agreement, Matterport hereby grants You a personal, non-exclusive, perpetual, worldwide license to use, evaluate, reproduce, display, and distribute each TruePlan file made available to You.
2.4. Ownership; Restrictions; Sublicenses. You acknowledge and agree that each TruePlan file and all intellectual property rights therein, including copyrights, patent rights, trade secret rights and trademark rights, are owned by Matterport. All rights not expressly granted herein are reserved by Matterport, and You may not use any TruePlan file other than as expressly permitted by the license in Section 2.3 of these TruePlan Terms. You may grant a sublicense to end users to use the TruePlan files for their internal purposes; provided that You will cause each such end user to comply with written terms and conditions that contain standard license restrictions, ownership statements, disclaimers of warranty and limitations of liability that are applicable to the TruePlan files and Your licensors (e.g., Matterport), and that are reasonably consistent with this Agreement. You will not, in any such terms and condition applicable to the TruePlan files or otherwise: (a) impose or purport to impose any obligation on Matterport; or (b) make or purport to make any representation, warranty or covenant on behalf of Matterport.
2.5. Branding. You acknowledge that each TruePlan file may contain a Matterport logo and other branding and proprietary notices of Matterport. You shall not remove, alter or obscure any such logo, branding or notices. Notwithstanding the foregoing, however, You may add to each TruePlan file Your own logo and/or notices, provided that any such logo and/or notices: (a) are in compliance with, and do not result in a violation of, the terms of this Agreement; and (b) shall not state or imply that You are the owner or creator of the TruePlan file.
2.6. Disclaimer. MATTERPORT DOES NOT REPRESENT OR WARRANT THAT ANY MEASUREMENTS, INCLUDING WITHOUT LIMITATION SQUARE FOOTAGE MEASUREMENTS, IN ANY TRUEPLAN FILE WILL BE ACCURATE OR COMPLETE OR THAT THEY WILL COMPLY WITH ANY LOCAL OR INTERNATIONAL PROFESSIONAL OR REGULATORY STANDARD INCLUDING, WITHOUT LIMITATION, RICS.
- Q: Does this update change my subscription pricing?
- A: No
- Q: Does this update change my Classic plan subscription pricing?
- A: No
If you have any questions regarding these changes, please contact our Customer Support team here.