This V-Tech Measurements Service Agreement (“Agreement”) is a legal contract that governs all work performed on your behalf and sets forth the rights and obligations of both parties. By ordering services from V-Tech Measurements, you agree to all terms and conditions. Please read this entire document thoroughly.

ARTICLE 1 V-TECH MEASUREMENTS SERVICES

1.1 As our client, you agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it and in the format that we ask for. You guarantee to us that any elements of text, graphics, photos, videos, designs, trademarks, or other artwork that you provide us for inclusion in the website or video production are either owned by you, or that you have permission to use them.

1.2 Pursuant to the terms of this Agreement, including all of the specifications for the project that you provide through our website or directly to any member of V-Tech Measurements staff, we will provide the photography and scanning services you specify (collectively “Services”) to you (“Customer”), your clients (“Homeowners”) if applicable, and certain third parties as follows:

1.2.1 We will perform the Services you order from us through a telephone order or a written work order (each a “Work Order”) within the timeframe specified. Services will be performed at our current rates at the time of ordering. These will be clearly displayed on our website and may be updated at any time.

1.2.2 Once we have completed the on-site photography and/or scanning Services at the physical premises (“Premises”), we will prepare the final version for posting online and notify the Customer. After delivery of the first drafts to the Customer of the 3D virtual tour, the Customer will have 5 working days to request any amendments. The final version of the 3D virtual tour imaging is not published until the Customer reviews it and accepts it by clicking the “publish” button.

1.2.3 We will provide you with a direct link to the posted 3D virtual tour imaging that we have produced. At your request, we will also delete the 3D virtual tour imaging from the internet, although we cannot guarantee that this will fully eliminate it as we cannot control whether third parties have copied some or all of it after it is publicly available.

1.2.4 If a Customer adds additional Services, these will be memorialized with additional orders and may bear additional fees.

1.2.5 If requested by a Customer, Homeowner or a property purchaser (“Buyer”), we will host a keepsake copy of our 3D virtual tour imaging for the Premises. With regard to Buyers, we will check with our Customer to verify the Buyer’s identity before selling this item. If a Customer or a Homeowner purchaser later requests that we delete the 3D virtual tour from the internet, we will do so.

1.3 Subject to the terms of this Agreement, V-Tech Measurements will use commercially reasonable efforts to provide the Services and to comply with all applicable laws and regulations in fulfilling its obligations and providing Services under this Agreement and any additional orders.

ARTICLE 2 CUSTOMER AND HOMEOWNER OBLIGATIONS

2.1 In order to get the best results from V-Tech Measurements, and to protect our personnel, Homeowner privacy and safety, the Customer and Homeowner(s) is responsible for ensuring the Premises is compliant with current Health & Safety regulations.

2.2 The Customer and/or Homeowner will ensure all pets, especially dogs, are securely put away or removed from the Premises for the duration of the Services.

2.3 The Customer and/or Homeowner will prepare the Premises by making it clean, safe and tidy. Customer and Homeowner acknowledge that V-Tech Measurements personnel are not responsible for putting away or moving Homeowner’s belongings, and the Premises will be captured in “as-is” condition.

2.4 The Customer and/or Homeowner will remove from view personally identifiable information or extremely valuable objects (such as diplomas, certificates, visible lists of passwords or phone numbers, credit cards, cheque books, gift cards with visible barcodes or numbers, employee or personnel data, trade secret information or any other personal or confidential material). Customer and Homeowner understand and acknowledge that V-Tech Measurements scans are extremely high definition and failure to remove these items could lead to identity theft, burglary or other harm to the Customer or Homeowner.

2.5 The Customer and/or Homeowner must provide written instructions to remove the 3D V-Tech Measurements imaging from the internet. Unless we are instructed to take down photograph or scans, we will leave them active indefinitely, however, we have the discretion to remove them if we are notified that the Premises has been sold.

2.6 All projects and projects covering multiple locations will require a 50% deposit to be paid at least 2 working days prior to the agree date of the first on-site Services. V-Tech Measurements will determine whether a project is considered Large and will inform the Customer of its decision to classify a project as Large as soon as practicable after the decision has been made. The 50% deposit is not refundable in the event that the Services are subsequently cancelled. Rest of the remaining 50% Due at Delivery (Balance including any additional charges such as extra photography, additional area or any other extras or additional revisions beyond agreed in this Quotation).

2.7 1^st day after the on-site Services have been completed, an invoice will be sent to the Customer requesting the outstanding amount be paid before publishing.

2.8 Late payments will incur a fee of 2.5% for every 28 days that the payment remains unpaid.

2.9 V-Tech Measurements reserves the right to repossess any material or Services supplied within the scope of the project while the account remains in arrears.

ARTICLE 3 LICENSE & INTELLECTUAL PROPERTY

3.1 Ownership. V-Tech Measurements owns and retains the copyright to all images and any multimedia content it produces and has the right to resell it. The Customer and/or Homeowner, and/or appropriate third parties own the copyright to any materials at the Premises which are subject to copyright. Nothing in this Agreement constitutes a transfer of any ownership interest in any intellectual property or other proprietary rights owned by either Party, including but not limited to ownership of V-Tech Measurements trademarks, copyrights, software, patents or patentable technologies, or know-how. All rights not explicitly granted shall be retained exclusively by the respective owner Party hereunder.

3.2 License.

3.2.1 During the term of this Agreement, we grant you a limited, non-exclusive, royalty-free license to use, display, republish and edit the V-Tech Measurements imaging that we produce and provide to you. This license is transferable only to Homeowners.

3.2.2 Subject to the terms and conditions herein, during the term of this Agreement, we grant you a limited, non-exclusive, non-transferable, royalty-free license to reproduce in printed marketing material, display on corporate web sites, one or more V-Tech Measurements Trademarks present on the final version of the Services we provide to you (“Trademarks”) for the exclusive purposes of (1) identifying our Services using our Trademarks, and, for real estate brokerages, (2) advertising that you work with us to provide V-Tech Measurements Services.

3.2.3 You must not use our Trademarks in connection with the offering or identification of any competitor’s services or wares. Customers must not use any Trademark or brand name other than Trademarks on or in connection with any promotion of your use of V-Tech Measurements products and services.

3.3 You will not, and will not authorize others to, reverse compile, reverse assemble, reverse engineer or otherwise attempt to create or obtain the source code or algorithms of any V-Tech Measurements software or Services. You will not, and will not authorize others to, remove or modify any copyright, trademark patent or other proprietary labels of marketing from any V-Tech Measurements product or imaging.

ARTICLE 4 PAYMENT & CANCELLATION

4.1 You must pay for our Services at the rates charged at the time each order is placed. Our rates and cancellation fees are listed in our fee schedule, attached or available here.

4.2 All projects and projects covering multiple locations will require a 50% deposit to be paid at least 2 working days prior to the agree date of the first on-site Services. V-Tech Measurements will determine whether a project is considered Large and will inform the Customer of its decision to classify a project as Large as soon as practicable after the decision has been made. The 50% deposit is not refundable in the event that the Services are subsequently cancelled. Rest of the remaining 50% Balance including any additional charges such as extra photography, additional area or any other extras or additional revisions beyond agreed in this Quotation due at delivery.

4.3 Late payments will incur a fee of 2.5% for every 28 days that the payment remains unpaid.

4.4 We reserve the right to require you to pay in advance in full or to have enough prepaid V-Tech Measurements credit to cover the contracted Services for each project. If you cancel the Services, we have the right to charge you for all or a portion of the Service price as follows.

4.5 In order to cancel Services without being charged, you must provide us with written notice of cancellation no later than 48 hours prior to the scheduled on-site portion of the Services. Otherwise, our cancellation policy applies.

4.6 If this agreement is terminated by the client for any reason other than non performance by V-tech Measurements, it will result in full payment of the services provided up to date.

4.7 If the Premises is not ready for on-site Services at the scheduled appointment time, we charge a £15 delay fee per 15 minute delay or part thereof.

4.8 If there are loose dogs or other animals on-site who appear to present any kind of danger to V-Tech Measurements personnel, V-Tech Measurements may cancel the Services and the Customer will be responsible for a 100% charge.

ARTICLE 5 INDEMNITIES

5.1 The Customer shall indemnify, defend and hold harmless V-Tech Measurements from any and all third party (including Homeowner) claims, damages, losses or expenses (including court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims, legal fees and disbursements, and dispute resolution related costs and expenses) which V-Tech Measurements may incur arising out of or related to (i) theft, break-in, damage or any other type of loss incurred by Homeowner or the Premises; and (ii) Customer’s breach of its obligations of confidentiality set forth herein.

ARTICLE 6 LIMITATION OF LIABILITY

THE AGGREGATE LIABILITY OF V-Tech Measurements AND ITS SUPPLIERS AND LICENSORS FOR CLAIMS RELATED TO THIS AGREEMENT, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO SUCH CLAIMS. IN NO EVENT WILL V-Tech Measurements OR ITS SUBCONTRACTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), EVEN IF V-Tech Measurements HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL V-Tech Measurements OR SUPPLIERS OR LICENSORS BE LIABLE FOR THE BREAKAGE OR DAMAGE OF ANY ITEMS AT THE PREMISES, FOR ANY LOST PETS OR OTHER LOSSES RESULTING FROM CUSTOMER OR HOMEOWNER’S FAILURE TO PROPERLY PREPARE THE PREMISES FOR THE ON-SITE SERVICES, FOR ANY BURGLARY, PREMISES BREAK-IN, IDENTITY THEFT, DIGITAL THEFT OR ANY OTHER HARM RESULTING FROM PROVISION OF THE ON-SITE SERVICES, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

ARTICLE 7 WARRANTY DISCLAIMER

TO THE EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, FINAL PRODUCT, AND ALL SUPPORT PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS EXCEPT WHERE EXPRESSLY WARRANTED IN THIS AGREEMENT OR A WORK ORDER, AND V-Tech Measurements AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 8 GENERAL

8.1 Assignment. This Agreement may not be assigned or transferred (by operation of law or otherwise) by Customer without the express prior written consent of V-Tech Measurements. The consent shall not be unreasonably withheld. V-Tech Measurements may freely assign and transfer this Agreement. Any attempted assignment by the Customer without the required consent of V-Tech Measurements shall be void. This Agreement shall inure to the benefit of each Party and its successors and permitted assigns.

8.2 Notices. Any notices required or permitted to be given to either Party hereunder shall be deemed properly given when delivered by certified mail (return receipt requested), hand delivery, confirmed email or certified overnight delivery, and directed to such Party at the address appearing in the first paragraph of this Agreement. Either Party may change its address for purposes of this Section 8.2 upon delivery of written notice of such change to the other Party.

8.3 Severability. If any provision of this Agreement is held by a court to be illegal, invalid, or unenforceable, the rest of this Agreement will be legal, valid, and enforceable to the fullest extent possible. Headings used in this Agreement are provided for convenience only, and shall not in any way affect the meaning or interpretation hereof.

8.4 Waiver. No waiver of any right by either party under this Agreement shall be of any effect unless such waiver is expressed, in writing and signed by the waiving Party.

8.5 Conflict Between Terms and Conditions and Work Orders. The Parties agree that in the event of a conflict between the provisions contained in this Agreement and any concurrently or subsequently executed work order, the terms contained in this Agreement shall govern.

8.6 Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war or terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labour shortage or dispute, product recalls, governmental acts, provided that the affected party: (a) gives the other party prompt notice of such cause, and (b) uses its best reasonable efforts to correct promptly such failure or delay in performance. Although the Customer’s obligation to pay for Services provided shall not be excused, the delay or failure to pay due to Force Majeure shall be excused. The parties agree that in the event of heavy rain, V-Tech Measurements may postpone providing on-site Services with the Customer’s oral approval.

8.7 Survival. If this Agreement expires or is terminated, the provisions of Sections 3.1, 3.3, 4.2, 4.3, and Articles 5 – 8 shall survive.

8.8 Legal Fees. In the event of any dispute between the Parties, the prevailing Party in any action based upon the dispute shall be entitled to its reasonable legal fees and costs associated with such action.

8.9 Amendment. This Agreement may be amended only in writing, signed by both Parties. Any purported oral modification hereof shall be void.

8.10 Entire Agreement. This Agreement, including all exhibits and attachments, and all subsequently executed Work Orders which reference and incorporate this Agreement, is the entire agreement between the Parties with respect to this subject matter and supersedes all prior and contemporaneous discussions, communications and agreements with respect thereto.