Terms of Service

Client Terms of Service

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Effective Date: June 2, 2025

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These Client Terms of Service (the “Terms”) govern the use of VirtualSpace.xyz LLC’s (“VirtualSpace”) services by the client (“Client”). By placing an order, signing a service agreement, or using VirtualSpace’s services (including the VirtualSpace website and platform), the Client agrees to these Terms. If the Client is an organization, the individual accepting these Terms represents that they have the authority to bind such entity.

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1. Services Provided

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VirtualSpace offers services including 3D scanning of physical spaces, generation of virtual tours, and the creation of CAD/BIM models or other digital assets (collectively, the “Services”). Upon Client’s request and payment, VirtualSpace will perform the Services as described in an order form or service agreement. Details such as the scope of work, deliverables, fees, and schedule will be as agreed separately in writing (e.g., via online order, proposal, or contract).

• Delivery of Results: VirtualSpace will use reasonable skill and care to capture and process the Client’s space data. Deliverables may include (as applicable) access to a 3D virtual walkthrough, 360° imagery, point cloud data, floor plans, and/or BIM models. VirtualSpace will endeavor to deliver all final deliverables within the timeframe agreed or, if no timeframe is specified, within a reasonable time after the completion of the scan.

• Hosting and Access: If the Service includes hosting of a virtual tour or model on VirtualSpace’s or a third-party platform (such as Matterport), Client will be provided with the necessary links or login credentials to access the hosted content. Hosting is provided for at least 6 months from delivery of the content (unless otherwise specified). VirtualSpace reserves the right to charge hosting fees for continued access beyond the included period, subject to prior notice to Client.

• Service Level Commitment: VirtualSpace will provide Services in accordance with any applicable Service-Level Agreement (SLA) or performance commitments if separately agreed (see the VirtualSpace SLA for details on support and uptime commitments). In the absence of a specific SLA, VirtualSpace will make commercially reasonable efforts to ensure its services and platform are available and to address any issues promptly.

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2. Client Responsibilities

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To enable VirtualSpace to perform the Services effectively, the Client agrees to:

• Provide Access: Arrange necessary permissions and access for VirtualSpace (or its designated contractor, e.g., a “Space Pro” technician) to enter and scan the property at the scheduled time. The area should be prepared (e.g., staged and free of unnecessary clutter or obstructions) to capture the best results.

• Accurate Information: Provide accurate and complete information to VirtualSpace about the property and project requirements (e.g., address, size of space, any areas to prioritize or exclude). If the Client has any specific goals or requirements for the scan or model, these should be communicated clearly in advance.

• Timely Cooperation: Respond promptly to scheduling inquiries, approvals, or requests for information. Delays in Client responses or last-minute scheduling changes may result in delays or additional fees as described below.

• Use of Deliverables: Use any digital deliverables (tours, images, models) only for legitimate and lawful purposes. The Client is responsible for compliance with any applicable laws or regulations regarding the use of the deliverables (for example, privacy laws if sharing tours that include personal images or property not owned by Client).

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3. Scheduling, Cancellation, and Changes

• Scheduling: VirtualSpace will coordinate with Client to schedule scanning appointments. Dates and times will be confirmed in writing (email or via the platform).

• Cancellation or Rescheduling by Client: If Client needs to cancel or reschedule a confirmed scan appointment, Client should provide at least 24 hours’ notice to avoid a fee. Cancellations or rescheduling requests made on short notice may incur a cancellation fee or rescheduling charge to compensate for lost time or travel costs, as outlined in the service agreement or pricing policy.

• No-Show or Inaccessibility: If VirtualSpace (or its technician) arrives at the scheduled time and is unable to complete the scan due to the Client’s failure to provide access or an unsafe environment, it will be considered a cancellation without proper notice. The Client may be responsible for a no-show fee and will need to reschedule the service.

• Changes to Scope: If the Client requests additional services or significant changes to the scope (e.g., scanning additional areas or delivering additional types of outputs not originally agreed), VirtualSpace will inform the Client of any adjusted fees or timeline. Work on the changed scope will proceed only after both parties agree to the changes in writing (which may include email confirmation).

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4. Fees and Payment

• Pricing: Fees for Services will be as specified in the order, proposal, or rate sheet provided by VirtualSpace. Prices may be based on factors such as the size of the property, travel distance, type of deliverables, and any expedited turnaround requirements.

• Invoicing and Payment Terms: Unless otherwise agreed, VirtualSpace will invoice the Client upon completion of the Services (or on a milestone or subscription basis, if applicable). Invoices are due and payable within 30 days of the invoice date. Late payments may incur interest at the rate of 1.5% per month (or the maximum rate allowed by law, if lower) on the outstanding balance.

• Deposits: For large projects or new clients, VirtualSpace may require a deposit or upfront payment to confirm scheduling. Any required deposit and its terms (e.g., refundable or not, applied to final invoice) will be communicated to Client before project confirmation.

• Taxes: All fees are exclusive of applicable taxes (e.g., sales, use, VAT), unless stated otherwise. Client is responsible for any taxes or government charges associated with the Services (excluding taxes on VirtualSpace’s income). If Client is tax-exempt, they must provide appropriate documentation.

• Refunds: If a project is canceled by the Client after payment but before completion, VirtualSpace’s refund policy (if any) as specified in the service agreement or invoice will apply. Any work already performed or expenses incurred may be deducted from the refundable amount. In general, fees for completed Services or delivered products are non-refundable.

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5. Intellectual Property and Usage Rights

• Ownership of Deliverables: Upon full payment of all fees due, the Client will have ownership (or an exclusive license, as applicable) to the final deliverables produced specifically for the Client, such as photographs, virtual tour models, floor plans, and BIM files. These deliverables will be provided in standard formats and are intended for the Client’s use in marketing, planning, design, or other lawful business activities.

• VirtualSpace IP: Notwithstanding the above, VirtualSpace retains all rights to its pre-existing materials, software, processes, and know-how used to provide the Services. Any VirtualSpace branding or logos included in a deliverable (for example, on a tour interface) should not be removed without VirtualSpace’s consent, except where removal is part of the purchased service.

• Usage of Software Platforms: Some deliverables may be accessible through third-party or VirtualSpace proprietary software platforms (e.g., an online viewer). The Client is granted a non-exclusive, revocable right to access and use those platforms for viewing the deliverables. Such use is subject to the terms of use of those platforms. The Client shall not attempt to reverse-engineer, download (beyond provided features), or misuse the platform or content therein.

• Portfolio Use: VirtualSpace reserves the right to use non-confidential images or portions of the deliverables for its portfolio, marketing, or promotional purposes, unless the Client has requested in writing that the project remain confidential. In any public use by VirtualSpace, reasonable efforts will be made not to disclose the property address or any sensitive information without consent.

• Client Data: Any materials or data that the Client provides to VirtualSpace (for example, existing drawings or information about the property) remain the property of the Client or its respective owner. The Client grants VirtualSpace a limited license to use such materials solely for the purpose of completing the Services.

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6. Disclaimer of Warranties

• As-Is Service: VirtualSpace provides its Services and deliverables “as is” and “as available.” While VirtualSpace strives to achieve high quality and accuracy, no warranty is given that the deliverables will meet any specific criteria of accuracy, completeness, or fitness for a particular purpose. The Client acknowledges, in particular, that VirtualSpace’s scans and models are subject to the Scan to BIM Accuracy Disclaimer and are not guaranteed to be free of minor errors or deviations.

• No Professional Advice: VirtualSpace is not a licensed architecture, engineering, or surveying firm. The Services (including any measurements or models provided) do not constitute and are not a substitute for professional advice or certified documents. Clients should consult appropriate licensed professionals for any activities requiring certified accuracy or regulatory compliance.

• Technology and Third-Party Services: VirtualSpace makes no warranty that the operation of its website, platform, or third-party integrated services (like Matterport’s platform) will be uninterrupted or error-free. All warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are disclaimed to the maximum extent permitted by law.

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7. Limitation of Liability

• Indirect Damages: To the fullest extent permitted by law, in no event will VirtualSpace or its affiliates be liable to the Client for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, business opportunity, or data, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages.

• Cap on Liability: VirtualSpace’s total cumulative liability for any claims arising out of or relating to the Services or these Terms, whether in contract, tort, or otherwise, shall not exceed the total amount of fees actually paid by the Client to VirtualSpace for the specific Service or deliverable that is the subject of the claim in the 12-month period preceding the event giving rise to the claim.

• Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above disclaimers and limitations shall apply to the maximum extent permitted by law. Nothing in these Terms shall limit or exclude liability for gross negligence, willful misconduct, or fraud by VirtualSpace.

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8. Indemnification

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The Client agrees to indemnify and hold harmless VirtualSpace, its owners, employees, contractors, and agents from any and all third-party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• The Client’s breach of these Terms or violation of any applicable law or regulation;

• The Client’s misuse of the Services or deliverables, including any use of deliverables that violates a third party’s privacy or intellectual property rights;

• Any damage or injury occurring at the Client’s property during a scan to the extent caused by the negligence or wrongful acts of the Client or its representatives (for example, if Client-provided equipment malfunctions or unsafe conditions were not disclosed).

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VirtualSpace will promptly notify the Client of any such claim and may require the Client to assume control of the defense. VirtualSpace will have the right to participate in the defense at its own expense, and the Client shall not settle any claim in a manner that imposes liability or obligations on VirtualSpace without VirtualSpace’s prior written consent.

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9. Term and Termination

• Term: These Terms apply from the Effective Date and continue to govern the relationship between VirtualSpace and the Client for all Services provided, until terminated as set forth herein.

• Termination for Convenience: Either party may terminate the ongoing service relationship (e.g., an account or subscription) for convenience upon written notice to the other. Termination of these Terms will not cancel or refund any in-progress Services unless agreed by VirtualSpace.

• Effect of Termination: If the Client terminates the relationship or cancels services, the Client remains responsible for payment of any Services already rendered or costs incurred by VirtualSpace up to the date of termination. Sections of these Terms that by their nature should survive termination (such as payment obligations, liability limitations, confidentiality, and indemnification) shall survive.

• Suspension of Service: VirtualSpace reserves the right to suspend Services (including disabling access to hosted content) if the Client fails to pay any overdue amount within 15 days after notice, or otherwise materially breaches these Terms, until such breach is remedied.

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10. Governing Law and Dispute Resolution

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These Terms and any dispute arising out of the Services shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles. The parties agree to seek to resolve any disputes amicably through negotiation. If a dispute cannot be resolved informally, it shall be submitted to the exclusive jurisdiction of the state or federal courts located in Miami-Dade County, Florida, and the parties hereby consent to such jurisdiction and venue. Alternatively, if agreed by both parties, disputes may be resolved through mediation or arbitration in the same jurisdiction.

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11. Miscellaneous

• Entire Agreement: These Terms, together with any applicable service agreements, orders, or addenda (such as a Service-Level Agreement or Privacy Policy), constitute the entire agreement between the Client and VirtualSpace regarding the Services and supersede any prior agreements or understandings (written or oral) relating to the subject matter. In the event of a conflict between these Terms and a separately signed agreement with the Client, the terms of the signed agreement shall control to the extent of the conflict.

• Amendments: VirtualSpace may update or modify these Terms from time to time. For substantial changes, VirtualSpace will provide notice to Clients (e.g., via email or through the client portal). Continued use of the Services after an update constitutes acceptance of the revised Terms. If the Client does not agree to the changes, they must notify VirtualSpace and may need to discontinue use of the Services.

• No Waiver: The failure of either party to enforce any provision of these Terms shall not be deemed a waiver of that provision or of the right to enforce it in the future.

• Severability: If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid portion shall be construed in a manner consistent with the overall intent of these Terms.

• Assignment: The Client may not assign or transfer its rights or obligations under these Terms without prior written consent from VirtualSpace. VirtualSpace may assign its rights and obligations to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, or to any affiliate controlling or under common control with VirtualSpace.

• Notices: Official notices under these Terms should be sent to VirtualSpace at its registered business address or contact email, and to the Client at the contact information provided when engaging VirtualSpace. Notices will be deemed received when delivered by hand, one business day after sending by email (absent a deliverability error), or three business days after mailing by certified mail.

• Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, or employment relationship between VirtualSpace and the Client. VirtualSpace performs services as an independent contractor to Client.

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By using VirtualSpace’s services or signing below (if applicable), the Client acknowledges that they have read, understood, and agree to these Client Terms of Service.