Terms & Conditions
This SERVICE AGREEMENT (this “Agreement”) is entered into (the “Effective Date”), by and between company (“Company”), and VISITING MEDIA LLC. (“Vendor”).
WHEREAS, the Company desires to engage Vendor to provide a virtual selling technology known as TrueTour and a variety of 360° and 3D content creation (the “Services”) as set forth in the included services list (see exhibit A).
WHEREAS, Vendor desires to provide the Services for the Company, subject to the terms and provisions in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Vendor agree as follows:
Term & Renewal. The term of this Agreement (the “Term”) shall be 2-years (24 months). Every year thereafter, this agreement will renew for an additional 1-year (12 months) unless otherwise cancelled. There will be no increase in service rate year-to-year however Vendor retains the right to increase service fees in accordance to the US consumer price index (CPI) for the same period, though not to exceed three percent (3%) annually.
Payment. As consideration for the Services provided during the Term of this Agreement, the Company shall pay Vendor a fee (see exhibit A). Service and billing begins as soon as the Company holds the first planning session with Vendor. Payment is due upon receipt of Invoice.
TrueTour Platform License & Performance: Vendor licenses TrueTour platform including TrueTour sales team apps to Company for the term of this agreement. Company may use the TrueTour platform in any legal manner, including revenue generation via advertising. Company may also integrate TrueTour platform and platform content via link/embed codes etc. into any other platform at any time. Vendor guarantees TrueTour platform performance and uptime in accordance with accepted performance and uptime standards for enterprise SAAS companies. TrueTour platform, TrueTour 360 and TrueTour 3D are proprietary technologies.
Explanation of Service / Service Start Date: Visiting Media’s service will begin 2-7 days after the commencement of this agreement, unless otherwise agreed in writing, and includes TrueTour platform engineering and development, photography planning and project management (based on quantity of included immersive content), training and ongoing support. Company may change service/billing start date up to 60-days prior to current service/billing start date and may only move service/billing start date one time, no more than 60 days into the future.
Visual Technology Conversion Upon Cancellation: Unlike photos and videos, TrueTour is a visual technology and no original, traditional photography images are used to create TrueTour experiences. If the Company cancels this agreement after the full term, Vendor, upon request, will convert TrueTour 360 data to Google’s open source platform at no additional cost. At that time, all TrueTour features and capabilities, including DAM and content syndication will cease.
No Reimbursement of Expenses. Unless otherwise agreed to in writing by the Company, the Company shall not reimburse Vendor for any expenses incurred by Vendor in providing the Services hereunder.
Taxes. All amounts paid to Vendor hereunder shall be reported to the Internal Revenue Service on a Form 1099, and Vendor shall be obligated to pay any taxes due thereon.
No Authority to Bind Company. All Services provided by Vendor shall be performed by Vendor directly and independently as an independent contractor and not as an agent, employee or representative of the Company. This Agreement is not intended to and does not constitute, create or otherwise give rise to a joint venture, partnership or other type of business association or organization of any kind by or between the Company and Vendor. Specifically, and without limitation, Vendor has no power or authority to contract for, or bind, the Company in any manner.
Early Termination. Company understands that if this agreement is terminated the remaining months of service on this agreement will apply and be due in full at the time of termination.
Confidentiality. Vendor hereby agrees that during the Term and indefinitely thereafter, Vendor shall not directly or indirectly disclose, publish or use for the benefit of Vendor or any party, except in carrying out its duties for the Company, any Confidential Information (as defined below), without the prior written consent of the Company. For the purposes of this Agreement, “Confidential Information” shall mean all non-public information respecting the Company’s business including, without limitation, its products, research and development, files, ideas, processes, customer lists, intellectual property, software, trademarks, marketing plans and strategies.
Insurance. Prior to entering Company location, Vendor shall, at its sole cost and expense, procure and maintain in full force and effect insurance in the following forms and types and in amounts not less than the following: Statutory Limits – Commercial $1,000,000 per occurrence
General Liability (to include $1,000,000 each accident bodily injury, property damage and personal and advertising injury)
Prior to entering Company location, Vendor shall deliver to the Company copies of the certificates evidencing the existence, the listing of the additional insured(s) and amounts of such insurance. No such policy shall be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to the Company.
Notices. All notices or communications hereunder shall be in writing.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without reference to the principles of conflict of laws thereof. Each party hereby consents to Oregon, as the proper and exclusive venue for any disputes arising out of or relating to this Agreement.
Entire Agreement. This Agreement and the Proposal contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations, and undertakings, whether written or oral, between the parties with respect thereto. Any conflict between the terms of this Agreement and the terms of the Proposal shall be governed by the terms of this Agreement.
Amendments and Modifications. No modifications or alterations of this Agreement shall be effective unless made in writing and signed by both parties.
Severability. In the event any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall remain unaffected.
Force Majeure: Visiting Media agrees to not bill any property if that property is forced to close due to unforeseen circumstances related to the COVID-19 pandemic. Visiting Media will keep the properties account live and continue to provide all services during this timeframe and the property agreement will be extended by a number of days equal to this timeframe ( The period during which the property was closed and billing was halted)
Counterparts. This Agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which together shall constitute one and the same instrument. Facsimile copies hereof and facsimile signatures hereon shall have the same force and effect as originals.