Common use of Customer and Derived Content Clause in Contracts

Customer and Derived Content. (a) Subject to the terms and conditions of this Agreement, any limitations of the applicable Subscription Level, and the scope of the Services that You order, You will have the ability to upload, store, view, interact with and modify Customer Content and some Derived Content as well as purchase Derived Content: (a) in the Services using available end-user functionality; (b) in files the You generate and export from the Services using available end-user functionality; (c) through an authorized link to Services provided by Matterport; and (d) through authorized access to APIs on the Matterport Cloud. You will have the ability to designate Customer and Derived Content hosted in the Services as “private,” “restricted,” or “public” and privately share such Customer Content in accordance with Matterport’s user documentation, which Matterport may update from time to time in its sole discretion. Customer Content that is designated as restricted can be viewed by anyone on the internet that possesses the related password or link. Customer Content that is designated as “public” can be viewed by anyone on the Internet and will be publicly available and discoverable on the Services, while Customer Content that is designated as “private” will not be publicly available on the Services. (b) As between the parties to this Agreement, You are responsible for all Customer Content, including for the accuracy, legality, and integrity of such content. For any location that is captured in Customer Content, You shall obtain in advance all consents, approvals, licenses, and permissions necessary to capture and use imagery of such location. YOU SHALL NOT CAUSE TO BE UPLOADED ON THE MATTERPORT CLOUD ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS, OR PERMISSIONS. Matterport shall have the right (but not the obligation) in its sole discretion to remove from the Services any such content that violates this Agreement or any of Matterport’s policies and procedures, or is otherwise objectionable. (c) For any Customer Content and its related Derived Content hosted on the Matterport Cloud, You may, upon request to Matterport: (i) transfer (and not retain a copy of) such Customer Content to the Matterport Cloud account of any third party that is currently a subscriber to the Matterport Cloud and that is currently bound by this Agreement (“Current Subscriber”); or (ii) provide a copy of such Customer Content and related Derived Content to a Current Subscriber. In the event You transfer or provide a copy of Customer Content and related Derived Content hereunder to any Current Subscriber: (A) You hereby grant such Current Subscriber a perpetual, irrevocable, royalty-free, non-exclusive, worldwide license, under Your copyrights in the associated Customer Content and related Derived Content, to use such Customer Content and related Derived Content in connection with all tools and features available on or through the Matterport Cloud, including without limitation any services provided by authorized third-party service providers; and (B) You agree, and each Current Subscriber who receives such Customer Content and related Derived Content agrees, to indemnify, defend, and hold harmless Matterport, its affiliated companies, and their respective officers, directors, employees, licensors, subcontractors and representatives from and against all Claims (defined below), including all associated Losses (defined below), arising out of or relating in any way to Your transfer of Customer Content and related Derived Content or any dispute that may arise between You and any such Current Subscriber relating to the scope of use of such Customer Content and related Derived Content.

Customer and Derived Content. (a) Subject to the terms and conditions of this Agreement, any limitations of the applicable Subscription Level, and the scope of the Services that You order, You will have the ability to upload, store, view, interact with and modify Customer Content and some Derived Content as well as purchase Derived Content: (ai) in the Services using available end-user functionality; (bii) in files the You generate and export from the Services using available end-user functionality; ; (ciii) through an authorized authorised link to Services provided by MatterportSync Technologies; and (diiii) through authorized authorised access to APIs on the Matterport Cloud. You will have the ability to designate Customer Sync Technologies Platform and Derived Content hosted in the Services as “private,” “restricted,” or “public” and privately share such Customer Content in accordance with Matterport’s user documentation, which Matterport may update from time to time in its sole discretion. Customer Content that is designated as restricted can be viewed by anyone on the internet that possesses the related password or link. Customer Content that is designated as “public” can be viewed by anyone on the Internet and will be publicly available and discoverable on the Services, while Customer Content that is designated as “private” will not be publicly available on the other Sync Technologies Services. (b) As between the parties to this Agreement, You are responsible for all Customer Content, including for the accuracy, legality, and integrity of such content. For any location that is captured in Customer Contentand displayed on the Sync Technologies Platform, You shall obtain in advance all consents, approvals, licenses, and permissions necessary to capture and use imagery of such location. YOU SHALL NOT CAUSE TO BE UPLOADED ON THE MATTERPORT CLOUD SYNC TECHNOLOGIES PLATFORM ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS, OR PERMISSIONS. Matterport Sync Technologies shall have the right (but not the obligation) in its sole discretion to remove from the Services Sync Technologies Platform any such content that violates this Agreement or any of Matterport’s Sync Technologies’ policies and procedures, procedures or is otherwise objectionable. (c) For any Customer Content and its related Derived Content hosted on the Matterport CloudSync Technologies Platform, You may, upon request to MatterportSync Technologies: (i) transfer (and not retain a copy of) such Customer Content to the Matterport Cloud Sync Technologies Platform account of any third party that is currently a subscriber to the Matterport Cloud Sync Technologies Platform and that is currently bound by this Agreement (“Current Subscriber”); or (ii) provide a copy of such Customer Content and related Derived Content to a Current Subscriber. In the event You transfer or provide a copy of Customer Content and related Derived Content hereunder to any Current Subscriber: : (Ai) You hereby grant such Current Subscriber a perpetual, irrevocable, royalty-free, non-exclusive, worldwide license, under Your copyrights in the associated Customer Content and related Derived Content, to use such Customer Content and related Derived Content in connection with all tools and features available on or through the Matterport CloudSync Technologies Platform, including without limitation any services provided by authorized authorised third-party service providers; and (Bii) You agree, and you will require each Current Subscriber who receives such Customer Content and related Derived Content agreesto agree, to indemnify, defend, and hold harmless MatterportSync Technologies, its affiliated companies, and their respective officers, directors, employees, licensors, subcontractors and representatives from and against all Claims (defined below), including all associated Losses (defined below), arising out of or relating in any way to Your transfer of Customer Content and related Derived Content or any dispute that may arise between You and any such Current Subscriber relating to the scope of use of such Customer Content and related Derived Content.