360-VR-Tour

Digital Imaging Services Licensing Agreement

This License Agreement (“Agreement”) is made and entered into as of [DATE] by and between:

  • [LICENSOR NAME] (“Licensor”), a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS].
  • [LICENSEE NAME] (“Licensee”), a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS].

WHEREAS, Licensor is the owner of all right, title, and interest in and to the Digital Imaging Products (the “Virtual Tour”) of [PROPERTY ADDRESS] (the “Property”), which includes still images, 360° photos, 360° videos, 2D and 3D floor plans; and

WHEREAS, Licensee desires to obtain a license to use the Virtual Tour for the purpose of marketing and selling the Property.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:

1. Grant of License. Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the Virtual Tour, including still images, 360° photos, 360° videos, 2D and 3D floor plans, for the sole purpose of marketing and selling the Property. Licensee shall not use the Virtual Tour for any other purpose without the prior written consent of Licensor.

2. Term. The term of this Agreement shall begin on the Effective Date and shall continue for a period of [DURATION] months, unless earlier terminated as provided herein.

3. Fees. In consideration of the license granted hereunder, Licensee shall pay to Licensor a one-time non-refundable fee of [AMOUNT] (the “License Fee”). The License Fee shall be payable within [NUMBER] days of the Effective Date.

4. Use of Virtual Tour. Licensee shall only use the Virtual Tour in accordance with the terms of this Agreement. Licensee shall not:

  • Modify, alter, or edit the Virtual Tour in any way, except for adding branding elements with Licensor’s written consent.
  • Use the Virtual Tour for any purpose other than marketing and selling the Property.
  • Transfer or sublicense the Virtual Tour to any third party.
  • Use the Virtual Tour in any way that infringes upon the intellectual property rights of Licensor or any third party.

5. Intellectual Property Rights. Licensor retains all right, title, and interest in and to the Virtual Tour, including all copyrights, trademarks, and other intellectual property rights. Licensee acknowledges that it is only acquiring a limited license to use the Virtual Tour and does not acquire any ownership rights in the Virtual Tour.

6. Confidentiality. Licensee agrees to keep confidential all information relating to the Virtual Tour, including, but not limited to, the technical specifications, source code, and trade secrets.

7. Representations and Warranties.

  • Licensor represents and warrants that it is the owner of all right, title, and interest in and to the Virtual Tour.
  • Licensee represents and warrants that it has the full power and authority to enter into this Agreement.

8. Disclaimer of Warranties. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE VIRTUAL TOUR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE VIRTUAL TOUR IS PROVIDED “AS IS” AND LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE, ACCURACY, RELIABILITY, OR COMPLETENESS OF THE VIRTUAL TOUR.

9. Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Termination. This Agreement may be terminated by either party upon written notice to the other party. This Agreement shall also terminate automatically upon the occurrence of any of the following events:

  • The expiration of the Term.
  • The failure of either party to comply with any material provision of this Agreement.
  • The bankruptcy or insolvency of either party.

11. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].

13. Notices. All notices and other communications hereunder shall be in writing.