24SHOW LLC 3D SERVICES AGREEMENT
(the “Agreement”). effective as of (the “Effective Date”), is entered by and between 24Show LLC with a business address at 13831 SW 59 Street, Suite 201, Miami, FL 33183 (“Service Provider”), and (“The Customer”).
- DESCRIPTION OF SERVICES
- Overview of Services. Service Provider will provide to Customer the following services (collectively, the “3D Services”):
[check all that apply]
[ X ] 24Show LLC Space(s) [Quantity: 1 ]
A “24Show LLC Space” is a 3D model hosted on the platform of 24Show LLC, Inc. (“24Show LLC”) that includes the following features: Inside mode, Dollhouse mode, Floor Plan mode, Property Description, Address, and Contact Information. It can be shared using a URL or embed code.
- [X] 24Show LLC Highlight Reel [up to 5 positions]
- [X] 24Show LLC Guided Tour [up to 8 positions]
- [X] 24Show LLC Snapshots [up to 8 Snapshots]
- [ ] Mattertag Posts [up to 10 Posts]
- [ ] 24Show LLC CoreVR Experience (Android & iOS)
- [ ] 24Show LLC 2D Schematic Floor Plan
Capture Service Date(s) and Service Location(s): Service Provider will capture imagery for the 3D Services (“Capture Services”) on the following date(s) at the location(s) (“Service Location(s)”):
- Delivery. Service Provider will provide a URL and embed code for the completed 24Show LLC Space(s) (which will include access to Guided Tours and CoreVR Experience, if ordered). Customer understands and agrees that all 24Show LLC Spaces (including associated Guided Tours and CoreVR Experience, if ordered) are hosted solely on 24Show LLC’s platform, and Customer will not receive any digital assets for 24Show LLC Spaces. 24Show LLC Snapshots and 24Show LLC 2D Schematic Floor Plans will be provided by email or a third-party digital repository. Service Provider will make all of the foregoing 3D Services available to Customer within 3 days after the date of the Capture Services. Customer can request that 24Show LLC Spaces contain hidden “presented by” and “contacts” details for use on real estate MLSs.
- Hosting Term. Service Provider agrees to process and host the created 24Show LLC Space(s) on the 24Show LLC platform for a period of 9 months following the completion of Capture Services. Additional time may be added for a low monthly fee thereafter.
- Service Location Preparation. Customer is required to prepare the Service Location in advance of Capture Services, including without limitation:
- Removing confidential or unwanted items
- Adjusting furniture and/or decor to desired position
- Informing the Service Provider of any rooms or areas that should be excluded from Capture Services
- Ensuring the Service Location is free of moving persons, pets, or objects
Unless otherwise arranged, a Service Location that has not been properly prepared, in Service Provider’s sole discretion, will be considered unready and the date of Captures Service must be rescheduled. Service Provider shall not be responsible for the untidiness of any Service Location or for small alignment issues, mirror, window, glass, and reflective views. Customer shall further ensure that the Service Location is accessible upon the day of Capture Service for up to 4 hours. Customer or its representative shall be present at the Service Location at the time of the Capture Services to approve Service Provider’s interpretation of the Captures Services to be provided.
- Cooperation. Customer will cooperate in a reasonable and timely manner in connection with Service Provider’s performance of the Capture Services and provision of the 3D Services.
- FEES AND PAYMENT; CANCELLATION AND RESCHEDULING POLICY.
- Fees. Customer agrees to pay Service Provider total fees of $300 for the 3D Services and Capture Services listed above. Such fees will be itemized in a separate invoice or order document provided to Customer.
- Deposit. [ ] (check if applicable) At the time of the signing of this Agreement, Customer shall pay a non-refundable deposit, via credit card or money order, of $0 to Service Provider for the 3D Services and Capture Services. The deposit will be subtracted from the total payment owed by Customer upon completion of the Capture Services.
- Invoice and Payment of Balance Due. Following completion of the Capture Services, Customer shall pay Service Provider, via credit card, check or money order, the remaining fees owed within 15 days of URL code delivery. Service Provider Customer shall make all payments in the following currency: US dollars. In the event that Customer fails to pay any amount when due, without limiting any other remedies available to Service Provider: (a) Customer will pay interest on the overdue amount at the lesser of 3% percent per month or the highest rate permitted under applicable law; and (b) Service Provider will have the right to suspend providing the 3D Services to Customer until such overdue amount is received.
- Cancellation and Rescheduling Policy. Except as otherwise expressly provided in this Agreement, all deposits are non-refundable. A minimum of 5 days prior written notice will be required for Customer’s cancellation of this Agreement or rescheduling of the Capture Service date. In the event that Customer cancels this Agreement with less than 5 days notice prior to the agreed upon Capture Service date, Customer will be responsible for full payment of all fees. In the event that Customer reschedules the Capture Service date with less than 5 days notice prior to the agreed upon Capture Service date, Customer shall pay Service Provider a rescheduling fee of $50. Service Provider shall provide any refund owed hereunder within thirty (30) days from the cancellation date.
- Taxes. All amounts payable by Customer to Service Provider under this Agreement are exclusive of any sales, use, excise, import or export, value-added, or withholding tax, levy or similar governmental charge that may be legally assessed by any jurisdiction, whether based on the provision of Capture Services or 3D Services, or the payment of fees; provided, however, that Customer shall have no liability for income or franchise taxes of Service Provider.
- PROPRIETARY RIGHTS AND LICENSES.
- Ownership. 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, subject to Section 3.4, Service Provider will have the right to use and distribute any 3D services in Service Provider’s sole discretion.
- Service Provider 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 24Show LLC Space(s) (including any associated Guided Tours and CoreVR Experience, if ordered) hosted on the 24Show LLC Platform; and (b) to use and distribute 24Show LLC Snapshots and 24Show LLC 2D Schematic Floor Plans (if ordered).
- Restrictions. 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 (an 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 24Show LLC without the prior written authorization of 24Show LLC, or otherwise access 24Show LLC 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).
- Takedown Service. During the Term, Customer can request at any time that Service Provider designate any 24Show LLC Space and other hosted 3D Services as public or private. Any 24Show LLC Space or other hosted 3D Service designated as private will be un-accessible and un-viewable by the public. Service Provider will promptly comply with such request.
- NO AFFILIATION WITH 24SHOW LLC. Customer acknowledges that: (a) Service Provider is an independent provider of the Capture Services and is not a contractor, employee or agent of 24Show LLC; and (b) Service Provider is making the 3D Services available to Customer under a license between 24Show LLC and Service Provider.
- WARRANTY; DISCLAIMER. 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, MERCHANTABILITY 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.
- INDEMNIFICATION. 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 in defending 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 24SHOW LLC 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.
- TERM, TERMINATION AND EFFECT OF TERMINATION.
- Term. This Agreement will take effect on the Effective Date and, unless earlier terminated in accordance with this Agreement, will remain in effect until all of the Capture Services and 3D Services have been completed (“Term”).
- Termination for Breach or Bankruptcy. Either Party may terminate this Agreement immediately by written notice to the other Party upon the occurrence of any of the following events: (a) the other Party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days following written notice of breach by the terminating Party; or (b) the other Party experiences an insolvency or bankruptcy or its property becomes subject to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (a) Customer will immediately cease all access to and use of all 3D Services, and the license granted to Customer with respect to the 3D Services shall immediately terminate; (b) unless Customer is terminating the Agreement for cause pursuant to Section 7.2, Customer shall, within thirty (30) days of expiration or termination, pay to Service Provider all amounts then accrued and payable under this Agreement; (c) unless Service Provider is terminating the Agreement for cause pursuant to Section 7.2, Service Provider shall, within thirty (30) days of expiration or termination, refund to Customer the amount of any unused fees prepaid by Customer; and (d) Sections 3.1, 3.3, 4, 5, 6, 7, 8.3 and 10 shall survive. Neither party will be liable for exercising any termination right in accordance with this Agreement. Except as expressly provided, expiration or termination of this Agreement shall not release either party from any liability or obligation that had already accrued as of the effective date of expiration or termination, and the expiration or termination shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages, injunctive relief, or otherwise, which a party may have hereunder at law, in equity or otherwise or which may arise out of or in connection with such termination. Termination or expiration of this Agreement hereunder by either party shall not limit either party from pursuing any other remedies available to it, including injunctive relief. In the event of a claim of infringement or violation of third-party proprietary rights relating to the 3D Services or Capture Services, the Parties may mutually agree to terminate certain rights granted hereunder.
- FORCE MAJEURE. Neither party shall be liable to the other for any default or delay in the performance of any of its obligations under this Agreement (other than a failure to pay fees when due) if such default or delay is caused, directly or indirectly, by any cause beyond such party’s reasonable control (each, a “Force Majeure Event”); provided, however, that the party affected by the Force Majeure Event shall provide the other party with prompt written notice of the Force Majeure Event and use commercially reasonable efforts to minimize the effect of the Force Majeure Event upon such party’s performance; provided, further, that should the performance by either party of its obligations under this Agreement be prevented by a Force Majeure Event for more than thirty (30) days, the other party shall have the right to terminate this Agreement without liability to the non-performing party and receive a refund of any unused fees prepaid by such terminating party, if any.
- MISCELLANEOUS. Customer shall comply with all applicable laws and regulations relating to Customer’s use, display and distribution of the 3D Services. Neither party shall assign this Agreement without the prior written consent of the other party, which consent the other party shall not withhold unreasonably; provided, however, that either party shall have the right to assign this Agreement and the obligations hereunder to any company affiliate or to any successor of such party by way of merger, consolidation, reorganization or in connection with the acquisition of at least a majority of the business and assets of the assigning party relating to the Agreement. Any attempt by either party to assign other than in accordance with this provision shall be null and void. Unless otherwise specified herein, all any notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by email or by overnight courier to the intended recipient thereof at such address of a party set out herein or otherwise provided by a party; provided, however, that any notices regarding breach or termination of this Agreement shall only be given by overnight courier. The parties acknowledge that the relationship of the parties is that of independent contractors and that nothing contained in this Agreement shall be construed to place the parties in the relationship of principal and agent, partners or joint ventures. No amendment of any provision of this Agreement shall be effective unless set forth in a writing signed by a representative of Service Provider and Customer, and then only to the extent specifically set forth therein. No waiver by either party of any condition or the breach of any provision of this Agreement in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision. This Agreement shall be governed by the laws of SERVICE PROVIDER (24Show LLC), without regard to its conflict of law rules. Any claims or litigation arising under this Agreement will be brought by the parties solely in state and federal courts located in Florida SERVICE PROVIDER. If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reimbursement from the other party for its expenses and reasonable attorneys’ fees associated with the action, in addition to any other relief to which such prevailing party may be entitled. This Agreement embodies the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes all prior negotiations, discussions, agreements and understandings between the parties relating to the subject matter hereof and thereof. If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable, it is the intention of the parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect. Service Provider will have the right to refer to Customer’s name in lists of Service Provider’s customers. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized agent as of the Effective Date.
By: 24Show LLC
Name: Stanco Antoine
PROPERTY IMAGE RELEASE
This Property Image Release (the “Release”) is made and entered into as of the date set forth below (“Effective Date”) by the undersigned individual (“Releasing Party”).
- Consent to Use Recorded Content. The Releasing Party hereby consents and grants 24Show LLC 13831 SW 59 Street # 201 Miami, FL 330183 (“Service Provider”) and its affiliates, contractors and agents the following unconditional, irrevocable, perpetual, worldwide, royalty-free, transferable, sublicensable rights: (a) to photograph, video, film, tape and/or record the following property (“Service Location”); and (b) to store, use, reproduce, prepare derivative works from, display, publish, perform, broadcast, sell, license and distribute images of the Service Location and related information recorded in photographs, 3D models, virtual reality models, video clips, audio clips and related content (collectively, the “Recorded Content”) in any media throughout the world, for any purpose, including without limitation in the website(s), apps and other products and services of Service Provider and its licensors and assignees, in marketing and promotional materials, and for Service Provider’s internal purposes. The Releasing Party acknowledges and agrees that the Recorded Content may be combined with other images, audio, video, text and graphics and cropped, altered or modified. [INITIAL]
- Ownership of Recorded Content. The Releasing Party understands and agrees that Service Provider and its successors and assigns will own all right, title and interest in and to the Recorded Content. Accordingly, the Releasing Party hereby irrevocably assigns to Service Provider all right, title and interest that such Releasing Party may have in and to the Recorded Content. For the avoidance of doubt, Service Provider will have no obligation to provide the Releasing Party with a copy of any Recorded Content. [INITIAL]
- No Approval or Compensation for Use of Recorded Content. The Releasing Party acknowledges and agrees that the Releasing Party will have no right to review, edit or pre-approve any uses of the Recorded Content permitted hereunder, and Service Provider shall have no obligation to pay, and the Releasing Party will have no right to receive, compensation of any kind in connection with any use of the Recorded Content. In addition, the Releasing Party will have no right to an accounting. [INITIAL]
- Release from Liability. The Releasing Party hereby forever releases and discharges Service Provider, its affiliates and licensors, and their respective employees, agents, licensees, insurers, successors and assigns from any and all claims, demands or causes of action that the Releasing Party may have for libel, invasion of privacy or violation of right of publicity, infringement of copyright or trademark, or violation of any other intellectual property right or proprietary right arising out of or relating to Service Provider’s exercise of the rights granted to it under this Release. [INITIAL]
Miscellaneous. The Releasing Party is granting the releases and assignments set forth herein in consideration of the marketing and advertising benefits the Releasing Party will receive from the 3D content creation services and related services that Service Provider and its licensors will separately provide to the Releasing Party or its agent. The Releasing Party represents and warrants that he or she: (a) possesses all necessary rights and consents to provide any releases and assignments set forth herein; and (b) is at least 18 years of age and has the legal capacity to execute and be bound by this Release. The Releasing Party shall indemnify and defend Service Provider, its affiliates, and their respective employees, agents, subcontractors, licensees, successors and assigns from any claims or damages resulting from any breach of the foregoing representations. Nothing herein shall obligate Service Provider to use any of the Recorded Content in any manner. This Release shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Release shall be governed by the laws of Florida, without reference to conflict of laws principles, and any claims arising under this Release will be brought solely in the courts located in Florida. This document contains the entire agreement between the parties with respect to the subject matter hereof. The Releasing Party may not amend or assign this Release without the prior written permission of Service Provider. In the event any term of this Release is found by any court to be void or otherwise unenforceable, the remainder of this Release shall remain valid and enforceable as though such term were absent upon the date of its execution. This Release may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature. [INITIAL]