Visiting Media – Terms & Conditions
Property Service Agreement
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.
Click to View Previous T&Cs (before 5/18/2021)
VISITING MEDIA – SERVICE TERMS & CONDITIONS (2.4) VISITING AGREES TO PROVIDE TrueTour™ SERVICES UNDER THE FOLLOWING TERMS AND CONDITIONS. COMMUNICATION & EMAIL: DURING THE ACCOUNT LAUNCH PROCESS VISITING MEDIA WILL COMMUNICATE WITH BUSINESS USING PHONE AND EMAIL. IT IS IMPERATIVE THAT BUSINESS READS AND RESPONDS TO EMAILS (PHONE CALLS) IN A TIMELY MANNER. TECHNOLOGY LICENSE: THE TRUETOUR™ AND ALL INCLUDED TECHNOLOGIES ARE OWNED BY VISITING AND LICENSED FOR USE BY BUSINESS. VISITING GRANTS BUSINESS THE RIGHT TO USE THEIR TRUETOUR™ IN ANY LEGAL MANNER. ANY CONTENT PRODUCED BY VISITING MEDIA (360° PHOTOGRAPHS, STILL PHOTOGRAPHS OR VIDEO) UNDER THIS AGREEMENT IS ALSO LICENSED TO BUSINESS. THIS LICENSE REMAINS ACTIVE AS LONG AS BUSINESS IS A VISITING MEDIA CUSTOMER IN GOOD STANDING WITH AN ACCOUNT NO MORE THAN 29 DAYS PAST DUE. FEES & PAYMENT TERMS: BUSINESS AGREES TO PAY VISITING FOR THIS SERVICE. SERVICE RATES ARE CHARGED MONTHLY, UNLESS OTHERWISE SELECTED AND WILL CONTINUE FOR AS LONG AS BUSINESSES IS A CUSTOMER. IF PAYING BY CREDIT CARD, BUSINESSES FIRST PAYMENT WILL BE CHARGED 30 DAYS FROM THE SUBMISSION OF THIS AGREEMENT UNLESS ANOTHER DATE IS AGREED UPON. BUSINESSES MONTHLY CHARGE WILL BEGIN ONE MONTH FROM THE DATE OF THIS AGREEMENT. IF PAYING BY CHECK, PAYMENT IS DUE WITHIN 30 DAYS FROM THE DATE ON THIS AGREEMENT. PLEASE MAIL CHECK PAYMENTS TO VISITING MEDIA, PO BOX 916, CARLTON, OR 97111. OTHER PAYMENT ARRANGEMENTS CAN BE MADE UPON REQUEST. TERM OF AGREEMENT: THIS SERVICE AGREEMENT REMAINS IN PLACE UNTIL CANCELED. BECAUSE OUR PRODUCT INCLUDES EXTENSIVE INITIAL CUSTOM DEVELOPMENT COSTS, TECHNOLOGY MAINTENANCE OVER TIME AND SIGNIFICANT UP FRONT COSTS (THAT WE EXPEND) A MINIMUM OF 2 YEARS IS REQUIRED UNLESS OTHERWISE NOTED ON THIS AGREEMENT. IF AFTER THE SECOND YEAR BUSINESS WISHES TO CANCEL BUSINESS AGREES TO NOTIFY VISITING IN WRITING AT INFO@VISITINGMEDIA.COM. A 90 DAY CANCELLATION NOTICE IS REQUIRED UNLESS INITIAL PHOTOGRAPHY HAS YET TO BEGIN. BUSINESS AGREES TO UNDERGO A PRODUCT AND SERVICE REVIEW (ACCOUNT REVIEW) WITH VISITING MEDIA PRIOR TO REQUESTING A CANCELLATION. IF BUSINESS CANCELS THIS SERVICE (BEFORE THE END OF THE SECOND YEAR) BUSINESS AGREES TO PAY VISITING FOR ANY UNPAID MONTHS. THESE FEES WILL BE DUE UPON CANCELLATION. AFTER THE INITIAL 24 MONTH TERM BUSINESS UNDERSTANDS THAT THIS AGREEMENT AUTOMATICALLY RENEWS AS AN ADDITIONAL 12 MONTH TERM UNLESS CANCELLED. BUSINESS WILL ENJOY NO* INCREASE IN SERVICE RATE TERM TO TERM AS LONG AS BUSINESS REMAINS ACTIVE UNDER THIS AGREEMENT. *RATE MAY BE INCREASED UPON EACH NEW 12 MONTHS TERM TO MATCH ANY INCREASE IN THE US CONSUMER PRICE INDEX. TRUETOUR™ USE, PERFORMANCE, QUALITY & SUPPORT: VISITING WILL PROVIDE BUSINESS WITH TIPS ON HOW TO GET THE MOST FROM THEIR TRUETOUR™. VISITING MAKES NO GUARANTEES AS TO HOW BUSINESSES TRUETOUR™ WILL PERFORM FOR BUSINESS. IN GENERAL, BUSINESS WILL GET MUCH BETTER PERFORMANCE FROM THEIR TRUETOUR™ IF THEY FOLLOW THE TIPS OUTLINED BY VISITING. YOU HAVE ACCESS TO OUR TECHNICAL SUPPORT AND TRAINING TEAM AT SUPPORT@VISITINGMEDIA.COM. GENERAL PRODUCTION NOTES: THE TRUETOUR™ IS CUSTOM BUILT TECHNOLOGY/APPLICATION. VISITING WILL BEGIN PRODUCTION OF BUSINESSES TRUETOUR™ IMMEDIATELY UPON SUBMISSION OF THIS AGREEMENT. PHOTOGRAPHY SESSION INFORMATION: WE WILL CONTACT YOU TO SET UP A DAY AND TIME TO VISIT AND PHOTOGRAPH YOUR PROPERTY. ONCE YOUR PHOTOGRAPHY SESSION IS SCHEDULED PLEASE DO YOUR VERY BEST TO KEEP THIS DAY AND TIME. IF YOU NEED TO MOVE OR CANCEL THIS MEETING PLEASE GIVE US A MINIMUM OF 14 DAYS’ NOTICE. PLEASE HAVE YOUR FACILITY READY AND SET UP AS IF YOU WERE SHOWING IT TO A PROSPECTIVE CLIENT. IF YOU WISH TO SET UP YOUR SPACE IN A VARIETY OF WAYS PLEASE CONTACT US AS EXTENDED TIME ‘CREATIVE SESSION’ PACKAGES ARE AVAILABLE. IF YOU ARE NOT READY FOR US WHEN WE ARRIVE THERE MAY BE A WAIT FEE OF $50/HOUR AND IN SOME CASES WE MAY HAVE TO MOVE ONTO OUR NEXT APPOINTMENT AND RESCHEDULE WITH YOU. PLEASE CONTACT US WITH ANY QUESTIONS. WHAT HAPPENS UPON CANCELLATION?: IF YOU CHOOSE TO CANCEL YOUR VISITING MEDIA ACCOUNT YOUR VISITING MEDIA PROFILE AND TRUETOUR™ WILL STOP WORKING OR MAY BE REDIRECTED. ALL INBOUND LINKS FROM TRUETOUR LOCATIONS MAY BE BROKEN. BY DIGITALLY ACCEPTING AND SIGNING THIS AGREEMENT YOU AGREE THAT YOU ARE THE DECISION MAKER FOR YOUR BUSINESS AND UNDERSTAND AND AGREE TO THE TERMS LISTED ABOVE. YOU AUTHORIZE VISITING TO CHARGE YOUR SERVICE FEES PER THIS AGREEMENT TO THE DEBIT/CREDIT CARD/CHECKING ACCOUNT PROVIDED ON THIS AGREEMENT (UNLESS YOU’VE REQUESTED TO PAY BY CHECK). WE LOOK FORWARD TO WORKING WITH YOUR COMPANY!