Terms & Conditions

• Platform — the TourGuide3D web application, software, overlay engine, AI Concierge, lead-capture tools, white-label features and related technology.
• Services — the Platform together with any related services, support, content and features we make available.
• Beta Services — any feature, product or version of the Services made available on a beta, preview, early-access, evaluation or "Pro Access" basis, whether or not labelled as such.
• Operator — you, the customer who registers for and uses the Services (typically a Matterport™ operator, Capture Pro or Matterport Service Provider).
• End User — an individual you authorise to access the Services under your account (for example your staff or contractors).
• Client — a customer of yours to whom you provide services using the Platform, and from whom you may collect payment.
• Visitor — a member of the public who views or interacts with a tour you publish using the Platform.
• Operator Content — tours, scans, media, text, branding, configurations and other content you or your End Users upload to or create on the Platform.
• Visitor Data — information (including names and email addresses) captured from Visitors through the Platform, including via gated areas and lead-capture features.
• Fees — the amounts payable by you for the Services, as described in Section 10 or on our website.
• Intellectual Property Rights — all current and future copyright, trademarks, trade and domain names, design rights, patents, database rights, trade secrets, know-how and other intellectual property rights anywhere in the world, whether or not registered, including all applications, renewals and extensions.

2.1 Provision. Subject to these Terms, we grant you access to and use of the Services for the duration of your subscription or beta access period.

2.2 Modifications. We may add, change, suspend or remove features of the Services at any time. Where we make a change that materially reduces core functionality (outside of Beta Services, which are governed by Section 3), we will use reasonable efforts to notify you at the email address on your account.

2.3 Third-party dependencies. The Services depend on third-party platforms and providers, including Matterport, Inc., AI providers and payment processors (see Sections 6, 6A and 10). We are not responsible for the availability, changes, errors or discontinuation of those third-party services.

This section governs your use of any Beta Services and prevails over conflicting terms elsewhere in these Terms.

3.1 Provided "as is". Beta Services are made available for evaluation on an AS-IS and AS-AVAILABLE basis. They may be incomplete, contain errors, and behave unpredictably. No uptime, availability, performance or service-level commitment applies to Beta Services.

3.2 Changes and discontinuation. We may modify, suspend, limit or discontinue any Beta Service, in whole or in part, at any time and without liability. A Beta Service may never become generally available.

3.3 Data. While we take reasonable care, Beta Services carry a higher risk of data loss or corruption. You are responsible for retaining your own copies of Operator Content. We are not liable for loss of Operator Content or Visitor Data during the beta.

3.4 Confidentiality. Non-public Beta Services, and your access to them, are our Confidential Information (Section 11). You will not publicly disclose performance results, screenshots of non-public features, or benchmarking of Beta Services without our prior written consent.

3.5 Feedback. We welcome your feedback. You grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and incorporate any feedback, comments or suggestions you provide, without obligation or attribution to you.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for your internal business purposes and to deliver tours to your Clients during your subscription or beta access period. We reserve all rights not expressly granted.

5.1 Account security. You are responsible for safeguarding your account credentials and for all activity under your account and by your End Users, and for ensuring your End Users comply with these Terms. Notify us promptly of any unauthorised access to or use of your account.

5.2 Age. The Platform is not intended for, and you must not permit its use by, anyone under 16.

5.3 Restrictions. You will not, and will not permit any End User or third party to:

• copy, modify, distribute, sell, resell, sublicense, rent or lease the Platform or any part of it, except as expressly permitted by the white-label feature in Section 9;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, algorithms or non-public APIs of the Platform, except to the extent this restriction is prohibited by law;
• access or use the Services to build, train or assist a competing product or service, or for benchmarking or competitive analysis;
• circumvent or interfere with usage limits, licensing mechanisms, security or access controls;
• scrape, crawl or harvest data from the Platform by automated means except via interfaces we provide;
• remove, obscure or alter any proprietary notices on the Platform (subject to the white-label feature in Section 9);
• upload content that is unlawful, infringing, defamatory, malicious (including malware) or that you do not have the rights to use; or
• use the Services in any way that damages, disables or impairs the Services or interferes with any other party’s use.

5.4 Compliance. You are responsible for using the Services in compliance with all applicable laws, and for ensuring your End Users do the same.

6.1 Matterport. The Platform integrates with Matterport via Matterport’s official registered SDK / developer program. To use Matterport-dependent features, you must maintain your own valid Matterport account and subscription and comply with Matterport’s applicable terms. We are not responsible for Matterport’s pricing, availability, changes to its SDK or platform, or discontinuation of access, any of which may affect the Services.

6.2 No affiliation. Matterport™ is a trademark of Matterport, Inc. TourGuide3D is an independent product and is not affiliated with, endorsed by, or sponsored by Matterport, Inc. All other product names, logos and brands are the property of their respective owners.

6.3 Third-party providers and subprocessors. The Services rely on third-party providers and subprocessors, including application hosting and database hosting, content storage and CDN, payment processing (Stripe), transactional email, and AI providers (OpenAI, HeyGen). Your use of those services may be subject to their own terms. A current list of subprocessors is available on request.

6A.1 What they are. The Services include AI-powered features, including a text chat assistant (the "AI Concierge" / chat widget) and an AI video avatar (the "Live Avatar"), that generate responses automatically based on the configuration and knowledge-base content you provide and on input from Visitors.

6A.2 No warranty of accuracy. AI output is generated automatically and may be inaccurate, incomplete, outdated or unexpected, and is not a substitute for professional advice. You are responsible for the configuration, prompts and knowledge-base content you supply and for reviewing AI output. You will not present AI output in a way that is deceptive or that falsely implies it was produced by a human.

6A.3 Third-party AI providers. AI features are powered by third-party providers, including OpenAI and HeyGen, and depend on their availability and terms. We are not responsible for their availability, changes, errors or discontinuation. Visitor input and related content may be processed by these providers to deliver the features.

6A.4 Usage, credits and limits. Use of AI features (in particular the Live Avatar) consumes usage credits and is subject to per-operator usage limits and budgets we may set and change on reasonable notice (see Section 10). We may pause or limit AI features when a budget is exhausted or a limit is reached.

6A.5 Your responsibility. You are responsible for ensuring your knowledge-base content and the resulting AI output comply with applicable law and do not infringe third-party rights, and for any notices and consents required where Visitors interact with the AI (see Section 7).

7.1 Your content. As between you and us, you own your Operator Content. You grant us a worldwide, non-exclusive licence to host, store, process, reproduce, transmit and display Operator Content solely as needed to provide, secure, maintain and improve the Services.

7.2 Your responsibility. You represent and warrant that you own or have all rights necessary to upload and use your Operator Content and to grant the licence above, and that your Operator Content and its use do not infringe any third party’s rights or violate any law.

7.3 Visitor Data and lead capture. Where you use lead-capture, gated-area or AI Concierge features, you are the controller of, and are solely responsible for, the Visitor Data you collect — including providing any required notices, obtaining any required consents, and complying with all applicable privacy and data-protection laws (including, where relevant, the GDPR, CCPA/CPRA and similar laws). We process Visitor Data on your behalf only as needed to provide the Services and in accordance with our Privacy Policy. You will not collect special-category or sensitive personal data through the Platform unless lawfully permitted and properly disclosed.

7.4 Hosting location and international transfers. The Services are primarily hosted on infrastructure located in Australia, and Operator Content and Visitor Data may also be processed by our subprocessors in other countries (including the United States). Where you collect or transfer personal data of individuals in the EEA, the UK or Switzerland through the Services, you are responsible for ensuring a valid transfer mechanism is in place. We make available, and the parties will enter into, a Data Processing Addendum (incorporating the EU Standard Contractual Clauses where applicable) governing our processing of personal data on your behalf; where you use features that process personal data, that addendum forms part of these Terms.

8.1 Ownership. We and our licensors own all Intellectual Property Rights in and to the Platform, the Services, the overlay engine, AI Concierge, and all related software, designs, documentation and improvements. Except for the limited licence in Section 4, these Terms grant you no rights in the Platform, our trademarks or our brand features.

8.2 Trademarks. "TourGuide3D", "Bring Your Space To Life®", and our logos are our trademarks. You may not use them except as expressly permitted in writing.

8.3 Feedback. The feedback licence in Section 3.5 applies to all feedback you provide, whether or not it relates to Beta Services.

9.1 What it grants. Where the Services allow you to present tours and deliverables under your own branding with our branding removed, we grant you a limited right to do so for delivery to your Clients during your subscription or beta access period.

9.2 What it does not grant. The white-label feature is a display right only. It does not transfer ownership of, or grant any additional licence in, the Platform or its underlying technology. You must not:

• represent that you developed, own or hold rights in the Platform or its underlying technology;
• sell, sublicense, resell or otherwise make the Platform itself available to any third party as a product or service (you may only use it to deliver tours and services to your own Clients); or
• use the white-label feature to disguise, circumvent or facilitate a breach of these Terms.

10.1 Fees. You agree to pay all Fees for your selected plan as published on our website or set out in your order. Our paid plan is usage-based: Fees are calculated by reference to the number of active tours you host, are charged in advance for each billing period (monthly or annually, as selected), and are non-refundable except where required by law or expressly stated in these Terms.

10.2 Billing and authorisation. You authorise us (and our payment processor) to charge your selected payment method for all applicable Fees and applicable taxes. You must keep your payment information current, complete and accurate. We may suspend or terminate access if a payment fails or is overdue.

10.3 Changes to Fees. We may revise our Fees on at least 30 days’ notice before the start of your next billing period. Continued use after the change takes effect constitutes acceptance.

10.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST and similar taxes, excluding taxes based on our net income.

10.5 AI usage credits. Certain AI features (including the Live Avatar) consume usage credits. You may purchase credits as a one-time charge in the packs we make available. Credits are non-refundable, are consumed as you use the relevant features, and do not expire. We may set, and change on reasonable notice, the rate at which usage consumes credits and any per-operator usage limits or budgets.

10.S Charging your Clients via Stripe Connect

10.S.1 How it works. The Platform offers an optional feature, powered by Stripe Connect, that lets you bill your Clients for services you provide. To use it, you must create and connect a Stripe account and provide the information Stripe requires. Your use of Stripe is governed by Stripe’s own terms.

10.S.2 Our service fee. We may charge a service fee on amounts you collect from Clients through this feature, as disclosed on our website or in-product. You authorise us to deduct that service fee from amounts processed through the feature. We will give reasonable notice of any change to the service fee.

10.S.3 Your responsibility. The services you provide to your Clients, and any associated refunds, cancellations, support, delivery, disputes and taxes, are solely your responsibility. The agreement for those services is between you and your Client; we are not a party to it and are not liable for it. You are responsible for setting and communicating your own refund and cancellation policy to your Clients, and for your own tax obligations and privacy compliance in relation to your Clients.

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"), including non-public Beta Services, the Platform’s non-public features, and pricing. The receiving party will protect the disclosing party’s Confidential Information with reasonable care, use it only to exercise rights and perform obligations under these Terms, and not disclose it except to personnel who need it and are bound by similar obligations. This does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is independently developed.

We may suspend your or any End User’s access to the Services, with or without notice where the circumstances reasonably require, if: you breach these Terms; we reasonably believe your use creates a security risk or legal liability to us or others; or payment is overdue. We will use reasonable efforts to limit any suspension to what is necessary.

13.1 Term. These Terms apply for as long as you access or use the Services.

13.2 Termination by you. You may stop using the Services and close your account at any time. For paid plans, termination takes effect at the end of your current billing period and does not entitle you to a refund of prepaid Fees except as required by law.

13.3 Termination by us. We may suspend or terminate these Terms and your access on written notice if: you materially breach these Terms and (where curable) fail to cure within 14 days; you cease business or become insolvent; your use creates a real risk of harm or loss to us or others; or (for paid plans) Fees remain unpaid.

13.4 Effect of termination. On termination, your licences end. For a reasonable period after termination, we may make your account available so you can export Operator Content; after that period, we may delete Operator Content and Visitor Data associated with your account.

13.5 Survival. Sections 5, 6A, 7, 8, 9, 10 (as to accrued amounts), 11, 13.4, 13.5, 14, 15, 16 and 17 survive termination.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE". We and our suppliers make no warranties of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Services will be uninterrupted, timely, secure, error-free, or that any data will not be lost or corrupted. You are responsible for backing up your Operator Content. Without limiting the above, AI features are provided without any warranty as to the accuracy, completeness or reliability of their output.

15.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) US$100.

15.3 Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited by law.

You will indemnify, defend and hold harmless TourGuide3D and its officers, members, employees and agents from and against any third-party claims, liabilities, damages, losses and costs (including reasonable legal fees) arising out of or relating to: (a) your Operator Content or Visitor Data; (b) your provision of services to your Clients; or (c) your or your End Users’ use of the Services in breach of these Terms or applicable law.

17.1 Governing law. These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules.

17.2 Informal resolution first. Before starting an arbitration, the parties agree to try to resolve any dispute informally for 30 days after written notice describing the dispute.

17.3 Binding arbitration. Except as set out in 17.5, any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration is Delaware, USA, and the proceedings will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Class-action waiver. You and TourGuide3D agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of representative or class proceeding.

17.5 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misuse of its Intellectual Property Rights or Confidential Information, without first engaging in informal resolution or arbitration.

17.6 Opt-out. You may opt out of arbitration and the class-action waiver by sending written notice to legal@tourguide3d.com within 30 days of first accepting these Terms. If you opt out, disputes will be resolved in the state or federal courts located in Delaware, and you and we consent to their jurisdiction.

We respect intellectual property rights. If you believe content on the Platform infringes your copyright, send a written notice with sufficient detail to identify the content and your claim to legal@tourguide3d.com. We may remove allegedly infringing content and terminate the accounts of repeat infringers.

19.1 Changes to these Terms. We may revise these Terms from time to time. The current version will always be posted on our website. If a change is material, we will take reasonable steps to notify you. Continued use of the Services after changes take effect constitutes acceptance. If you do not agree, your remedy is to stop using the Services.

19.2 Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation or sale of assets, or to an affiliate.

19.3 Entire agreement. These Terms, together with the Privacy Policy and any order you accept, are the entire agreement between the parties on this subject and supersede prior agreements.

19.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions remain in effect.

19.5 Waiver. A failure to enforce any provision is not a waiver of it or of any later breach.

19.6 Force majeure. Except for payment obligations, neither party is liable for delay or failure caused by events beyond its reasonable control.

19.7 No agency. The parties are independent contractors; nothing creates a partnership, agency or employment relationship.

19.8 No third-party beneficiaries. There are no third-party beneficiaries to these Terms.

19.9 Notices. We may give notices to the email address on your account. Legal notices to us should be sent to legal@tourguide3d.com.