Terms of sale of the Matterport camera through SMAR sro

Updated: 09.03.2021

(formerly called Matterport Pro 3D Camera Terms of Sale)

The Matterport Camera Terms of Sale below (the “Terms of Sale”) govern your purchase of a Matterport 3D Camera. Pro (MC200), 3D Matterport cameras. Pro2 (MC250), or any other 3D cameras provided by SMAR sro To use the camera, you must have access to a supported device (as specified below or through SMAR sro). You must also download the Matterport 3D Capture app (the "App") from your Apple App Store to your Apple device. To generate 3D models from images you create with a camera, you must subscribe to a Cloud Matterport account, which is subject to regular subscription and processing fees. Use of the application is governed by Matterport's license agreement (Matterport com / legal / eula /) and use of Matterport Cloud is governed by the Matterport Cloud subscription agreement. (Matterport..com / legal / terms-of-service). Carefully read the license agreement with for the application and the Matterport Cloud subscription agreement. Using the camera with any other 3D modeling application or software is not Matterport. allowed and is strictly prohibited.

BY CLICKING "I AGREE" WITH THE TERMS OF SALE AND TAKING OVER THE CAMERA, I SIGN A CONTRACT WITH ITS ENTIRE CONTENT INCLUDING THESE TERMS OF SALE. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND / OR NOTES: (A) DO NOT USE THE CAMERA; (B) YOU MAY RETURN THE CAMERA IN ACCORDANCE WITH SECTION 4 OF THESE TERMS OF SALE, SUBJECT TO THE LIMITATIONS SET FORTH THEREOF.

1. General

These terms of sale constitute the entire agreement between SMAR sro, you or the entity you represent ("You") regarding your purchase of the camera and supersede all prior communications and agreements, written or oral, related thereto. Other, inconsistent or different conditions in any order or other communication from you are hereby expressly rejected. SMAR sro reserves the right to revise these Terms of Sale at its own discretion at any time and without prior notice by updating these Terms of Sale at https://www.matterport.partners , provided that such changes are effective from the time the revised publication is made only in in relation to cameras purchased after the revision date. We recommend checking the changes regularly at https://www.matterport.partners If you do not agree with these conditions or their changes, do not purchase cameras from SMAR sro. Acceptance of the camera after the publication of modifications in the conditions, represents your consent to the change in the new business conditions.

2. Prices; Payment Terms.

(a) The price of the camera purchased below is stated in the online shopping cart or in another price offer provided by SMAR sro. The company SMAR sro has the right to revise the price of the camera before accepting the order from the end customer.

(b) In connection with the purchase of goods, you agree to the payment of VAT in the amount stipulated by law, applicable to the items sold below. Your total invoiced amount will include the price of the camera (s) and any statutory tax. This tax is derived from the billing address and VAT rate in effect at the time the camera is purchased. SMAR sro will charge VAT only in countries where local regulations and laws require it.

(c) The payment options available will be specified at the time of purchase. Unless SMAR sro stipulates otherwise in writing, you will pay the purchase price of the camera and all related fees by bank transfer.

(d) After ordering the goods, SMAR sro will issue you an advance invoice. After paying the advance invoice, the ordered goods will be shipped to the delivery address specified by the customer. The advance invoice is due within thirty (30) days, unless otherwise specified. In the case of issuing an invoice with a due date, a penalty of 1.5% of the total amount or the maximum amount allowed under the applicable laws on any overdue balance will be required in the event of a delay in the due date of the invoice. You must pay this fee within thirty (30) days of the delay.

(e) The prices stated on the invoice are final. If the camera is not available after purchase, you will be refunded the purchase price in full.

(f) All amounts due are payable immediately, without counterclaim, deduction or deduction (except for the deduction or deduction required by law). SMAR sro may at any time, without prejudice to any other rights or remedies, set off any amount you owe it against any amount paid to you by SMAR sro.

(g) SMAR sro reserves the right to recover any fees incurred as a result of assigning any of the above amounts to an agency or law firm.

3. Delivery, risk of loss and ownership.

(a) Unless otherwise specified in writing by SMAR sro, you are responsible for all costs associated with sending the camera to the delivery address provided by you.

(b) The delivery date determined by SMAR sro is only approximate. SMAR sro is not liable for any losses or expenses, whether incurred as a result of a civil tort or contract, which you incur if the delivery does not meet the specified approximate delivery date.

(c) Unless SMAR sro stipulates otherwise in writing, the risk of loss or damage to the camera at the time of receipt of the camera passes to you.

(d) SMAR sro retains the exclusive right to the camera (s) until SMAR sro accepts the full amount for the price of the camera (s). If you do not pay for the camera and it has already been delivered:

(i) SMAR sro may use all legal means to return the camera at your expense; and

(ii) SMAR sro will have the right to block your use of the SMAR sro Cloud Account in connection with the processing or hosting of any images from such camera.

4. Withdrawal from the contract

(a) The Buyer acknowledges that pursuant to the provisions of Section 53, Paragraph 8 of Act No. 40/1964 Coll., the Civil Code, as amended (hereinafter the “Civil Code”), it is not possible to withdraw from the purchase contract for delivery goods modified according to the buyer's wishes, as well as goods that are subject to rapid destruction, wear or obsolescence, from the purchase contract to the supply of audio and video recordings and computer programs (software), if the consumer has broken their original packaging.

(b) Unless it is a case referred to in Article 4.a. or in another case where it is not possible to withdraw from the purchase contract, the buyer has the right to withdraw from the purchase contract in accordance with the provisions of § 53 paragraph 7 of the Civil Code, within fourteen (14) days of receipt of the goods. Withdrawal from the purchase contract must be demonstrably delivered to the seller within fourteen (14) days of receipt of the goods, to the address of the seller's office or to the seller's e-mail address.

(c) In the event of withdrawal from the contract pursuant to Article 4.b. terms and conditions, the purchase contract is canceled from the beginning. The goods must be returned to the seller within 5 working days of sending the withdrawal from the contract to the seller. In the event that the buyer violates the obligation under the previous sentence, the seller is entitled to a contractual penalty of CZK 100 (in words: one Czech crowns) for each day of delay, up to the purchase price of these goods. This provision does not affect the right to compensation for any damage caused by a breach of the obligation to which the contractual penalty applies, even if the damage exceeds the contractual penalty. The goods must be returned to the seller undamaged and unworn and, if possible, in the original packaging.

(d) Within ten (10) days from the return of the goods by the buyer pursuant to Article 4.c. of the Terms and Conditions, the seller is entitled to inspect the returned goods, in particular to determine whether the returned goods are not damaged, worn or partially consumed.

(e) In the event of withdrawal from the contract pursuant to Article 4.b. of the business conditions, the seller will return the purchase price (excluding costs incurred for the delivery of goods) to the buyer no later than ten (10) days from the end of the period for review of goods according to Article 4.d. terms and conditions, non-cash to the account designated by the buyer.

(f) The Buyer acknowledges that if the goods returned by the Buyer are damaged, worn or partially consumed, the Seller shall be entitled to compensation for the damage caused to the Buyer. The seller is entitled to unilaterally set off the right to compensation for the damage against the buyer's right to a refund of the purchase price. Likewise, the right to a contractual penalty according to Article 4.c. of the terms and conditions, the seller is entitled to unilaterally set off against the buyer's right to a refund of the purchase price.

5. Liability for defects and warranty

(a) The rights and obligations of the contracting parties regarding the seller's liability for defects, including the seller's warranty liability, are governed by the relevant generally binding regulations (especially the provisions of § 612 et seq. of the Civil Code).

(b) The seller is liable to the buyer for the fact that the sold thing is in accordance with the purchase contract, in particular that it is without defects. Compliance with the purchase contract means that the sold thing has the quality and useful properties required by the contract, described by the seller, manufacturer or his representative, or expected on the basis of advertising, or the quality and useful properties usual for a thing of the kind that meets the requirements of law , is in the appropriate quantity, measure or weight and corresponds to the purpose stated by the seller for the use of the thing or for which the thing is usually used.

(c) In the event that the item is not in accordance with the purchase contract upon acceptance by the buyer (hereinafter "conflict with the purchase contract"), the buyer has the right to sell the item free of charge and without undue delay to the condition corresponding to the purchase contract, and at the request of the buyer either by exchanging the item or by repairing it; if such a procedure is not possible, the buyer may request a reasonable discount on the price of the item or withdraw from the contract. This does not apply if the buyer knew about the conflict with the purchase contract before taking over the thing or caused the conflict with the purchase contract himself. A discrepancy with the purchase contract, which manifests itself within six (6) months from the date of taking over the thing, is considered to be a conflict already existing at the time of taking over, unless it contradicts the nature of the thing or unless proven otherwise.

(d) If the goods are not perishable or used, the seller is liable for defects that appear to be in conflict with the purchase contract after taking over the goods during the warranty period (warranty).

(e) The Buyer's rights arising from the Seller's liability for defects, including the Seller's warranty liability, shall be exercised by the Buyer with the Seller at the address of its establishment.

6. Other goods.

All accessories needed to use or transport the camera, such as a tripod, camera carrying case, or other items you require, must be purchased separately. Not part of the camera.

7. General provisions

(a) If the relationship related to the use of the website or the legal relationship established by the purchase contract contains an international (foreign) element, then the parties agree that the relationship is governed by Czech law. This does not affect the consumer's rights arising from generally binding legal regulations.

(b) The seller is entitled to sell goods on the basis of a trade license and the seller's activity is not subject to any other permit. Trade licensing is performed within the scope of its competence by the relevant trade licensing office.

(c) If any provision of the Terms and Conditions is or becomes invalid or ineffective, the invalid provision will be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions. Changes and additions to the purchase contract or business conditions require a written form.

(d) The purchase contract, including the business conditions, is archived by the seller in electronic form and is not accessible

(e) Relationships and any disputes that may arise on the basis of the contract will be resolved exclusively in accordance with the law of the Czech Republic and will be resolved by the competent courts of the Czech Republic.

Any disputes between SMAR sro and the Buyer can also be resolved out of court. In such a case, the Buyer - Consumer may contact the subject of out-of-court dispute resolution, which is, for example, the Czech Trade Inspection Authority or resolve the dispute online via a dedicated ODR platform. More information on out-of-court dispute resolution can be found here. If the out-of-court settlement of the dispute is approached, then the company SMAR sro recommends that the Buyer first use the contact to SMAR sro to resolve the situation.

The contract is concluded in the Czech language. If a translation of the text of the contract is created for the needs of the buyer, it applies that in the event of a dispute over the interpretation of terms, the interpretation of the contract in the Czech language applies.

(f) Contact details of the seller:

delivery address: Škroupova 1397/48, Chomutov 430 01

e-mail address: info@smar.cz

phone: 605 411 111

or more see. Contact

8. Firmware.

The software is built into the camera by Matterport (hereinafter "firmware"). In accordance with these Terms of Sale, Matterport grants you a non-exclusive, revocable, limited license to use the firmware solely with the camera and only in digital executable form. The above does not include a license to any source code. You may not cause or permit any third party to reverse engineer, decompile, modify, translate or disassemble any Firmware; create derivative works from any firmware; or do anything else that would adversely affect the intellectual property rights of Matterport and its firmware licensors. You acknowledge that the source code underlying the firmware is Matterport's confidential and proprietary information. and its licensors. You will not install any firmware or software on any camera other than the firmware or firmware update provided by Matterport. If you install any other firmware or firmware update on the camera that is not provided by Matterport., Such action will be considered a material breach of these terms and conditions, which will void the warranty set forth in Section 5. In addition, Matterport. another remedy available to Matterport reserves the right to sue you for breach of contract and infringement of intellectual property rights.

9. Intellectual property.

Except as set forth in Section 8, these Terms of Sale do not imply that you transfer any intellectual property rights in the Camera, firmware, Cloud Matterport, applications, or any other technology to Matterport or its licensors. You agree that (although SMAR sro may require you to contribute to the design and development of its products), Matterport is the sole owner of all intellectual property rights in the Camera and other assets described in this section between the parties.

10. Miscellaneous.

(a) Your failure to comply with these terms will constitute non-compliance with these terms of sale.

(b) Unless otherwise provided in this document, all notices, invoices and other communications required or permitted by this Act must be in writing and, if delivered to SMAR sro in person or sent by prepaid or registered mail, the address of the company SMAR sro, Škroupova 1397/48, Chomutov 430 01 is given

(c) Except as provided in Section 1, any changes to these terms and conditions of sale are not valid unless signed in writing by an employee of SMAR sro. The pre-printed conditions for any order you place or attach to it, and all other separate conditions and / or documents introduced after acceptance of this contract or after performing services or delivery of the camera, even if signed by SMAR sro, will be invalid and without a mutually signed amendment. to this Treaty, which expressly cites this Agreement.

(d) You acknowledge that you have read, understand and agree to all points in these Terms of Sale.

(e) A person who is not a party to these Terms of Sale has no rights to enforce these Terms.