Version: February 17, 2026
1. Introduction. Thank You (“You,” “Your”) for engaging Lights Camera Pixels, LLC (“LCP”) for the LCP products and services as identified in Your signed agreement to which these TOU (defined below) relate. The latest version of these terms (which LCP may amend from time to time with or without notice and, as so amended by LCP, are incorporated into these TOU by this reference), together with Your signed agreement, (collectively, these “TOU”) are the agreed terms that apply to Your LCP products and services use.
2. LCP’s Know-Your-Client/Customer Identification Program (“KYC” or “CIP”). Basic information about You or Your business is collected during the registration process. This information is gathered and validated by LCP’s KYC Team in order to comply with applicable anti-crime and related policies. LCP’s compliance with anti-crime and related policies, and Your compliance with the KYC process, are required. If the information You provide for KYC cannot be validated, or if You choose for any reason not to provide the information requested, You acknowledge and agree that You may be prohibited from engaging LCP for some or all LCP, and or other, products and/or services as identified in Your signed agreement.
3. Term. The date of the last party signature on the agreement to which these TOU relate shall be the “Effective Date” of these TOU. These TOU shall commence on the Effective Date and continue until the last day of the month in which the date that is 1 year after the Effective Date occurs (the “Initial Term”) unless earlier terminated in accord with these TOU. Upon expiration of the Initial Term, this Agreement shall renew for successive 1-year terms (each a “Renewal Term”) if: (a) neither party provides written notice of non-renewal prior to expiration of the then-current (Initial or Renewal) Term; and (b) You tender payment of your then-current annual fee. The Initial Term and any Renewal Term(s) shall be collectively referred to as the “Term.”
4. Termination Rights & Survival.
a. Your Termination Rights. You may terminate Your services at any time effective on, or after, expiration of the Initial Term; provided, however, that You shall not be entitled to a refund of any fees. To terminate Your products and/or services, You must contact a LCP representative by calling (800) 866-1144 or by sending a written termination notice to:
Attn: Terminations
Lights Camera Pixels, LLC
430 S Fairview Avenue
Goleta, CA 93117; or
b. LCP’s Termination Rights.
(i) Generally. Terminations by LCP are extraordinarily rare but may arise if, for examples and without limitation: (A) You materially violate these Terms; (B) You violate, or threaten to violate, legal or regulatory obligations; (C) You use LCP, and/or other LCP products and services for any improper purpose whatsoever; (D) You threaten or cause harm to LCP, its affiliates, or a third party; or (E) required by law; and the like, as determined by LCP in its sole discretion. If Your account is terminated under this section 4(b) (LCP’s Termination Rights), LCP will make a reasonable effort to notify You in advance but may take any action as required by law or contract, or that is otherwise reasonably appropriate under the circumstances, as determined by LCP in its sole discretion.
(ii) Failure to Pay. If, for any reason, any of Your payments are declined, returned, or otherwise cannot be processed, You will be notified by email at the email address on file for Your billing contact. If after You receive such notice You wish to dispute Your account status, You MUST do so in writing within10 days from LCP’s notice date.
(iii) Failure to Resolve. IF YOU DO NOT SUBMIT A WRITTEN DISPUTE, IF YOU AND LCP ARE UNABLE TO MUTUALLY AGREE UPON A DISPUTE RESOLUTION, OR IF YOUR ACCOUNT IS NOT BROUGHT INTO GOOD STANDING WITHIN 45 CALENDAR DAYS FROM LCP’S NOTICE DATE, YOUR LCP PRODUCTS AND SERVICES WILL TERMINATE.
c. Dispute Address. The address for submitting a written dispute is:
Attn: Legal Department
Lights Camera Pixels, LLC
430 S Fairview Avenue
Goleta, CA 93117
d. Survival. Any provision of these TOU which expressly, or by its nature reasonably should, survive termination of these TOU, shall survive termination of these TOU including, without limitation, sections 6 (Data Retention; Ownership), 7 (Confidentiality), 12(c) (Data Use), 14(b)(xi) (Intellectual Property Ownership), and 14(b)(xii) (Your Postings and Content).
5. Pricing & Billing. This information is in Your agreement signed by You and LCP to which these TOU relate.
6. Data Retention; Ownership. You acknowledge that the LCP products and services (as identified in Your signed agreement) make use of multi-tenant database systems, and therefore LCP may (but shall not be obligated to) indefinitely retain all data entered into the LCP products and services. You agree that, as between You and LCP, LCP is and shall remain the sole and exclusive owner of all right, title, and interest in and to the LCP products, services, deliverables, and the software and technology underlying the LCP products and services, and to all intellectual property rights in the foregoing. You represent and warrant that You have all necessary rights, title, and interest in and to all materials and/or content that You provide for, or upload to: (a) the LCP products and services; or (b) any LCP-hosted site; including, without limitation, materials and/or content that You provide for use on LCP portal(s) (collectively, “Your Content”). You acknowledge and agree that LCP has no responsibility or duty to review, approve, or pre-screen Your Content that You provide for, or upload to: (i) the LCP products and services; and/or (ii) any LCP-hosted site. You grant LCP a worldwide, non-exclusive, royalty-free license and right to use, reproduce, distribute, modify, and display Your Content in connection with LCP’s products and services provided for You. You acknowledge and agree that if a third party believes their copyright has been infringed by any of Your Content, LCP has implemented policies in accord with the Digital Millennium Copyright Act, 17 U.S.C. Section 512, and LCP reserves the right to remove any material found to be infringing under LCP’s aforementioned policies. You agree to indemnify, and hold LCP, and its affiliates, harmless from and against, any third party claims, actions, or demands alleging that LCP’s use, reproduction, distribution, modification, and/or display of Your Content in connection with LCP’s products and services provided for You infringes on a third party’s proprietary information, trademark, copyright, patent rights or intellectual property rights, or misappropriates a third party’s trade secrets.
7. Confidentiality. “Confidential Information” means all LCP data and information including, without limitation: (a) patented, copyrighted, and/or trade secret data; (b) research, software, services, development, inventions (whether or not patentable), processes, specifications, designs, documentation, customer information, supplier information, pricing, and financial data; and (c) any other information which is of a confidential or proprietary nature. You agree not to use, or disclose to any unauthorized third party, Confidential Information except as excepted, below, or as expressly permitted by these TOU. Your obligations to protect, and not use, LCP’s Confidential Information does not apply if the information: (i) is by definition not confidential; (ii) is no longer confidential (through no fault of Yours); (iii) was obtained by You, or already in Your possession, provided it was obtained properly and without violating these TOU or any prior existing obligation to keep it confidential; or (iv) was independently developed (without having used, referred to, or relied on Confidential Information) by You. You shall not disclose Confidential Information to any person or entity, except to Your employees having a need to know for Your exercise of Your rights, or performance of Your obligations, as expressly permitted under these TOU. Notwithstanding the foregoing, You may disclose Confidential Information to the extent required: (A) in order to comply with the order of a court or other governmental body; or (B) as necessary to comply with applicable law; provided that You (to the extent permitted by applicable law) shall have first given written notice to LCP so as to enable LCP to seek a protective order or other appropriate remedy. On the expiration or termination of the Agreement, You shall promptly either: (I) return to LCP; or (II) permanently destroy; all copies, whether in written, electronic, or other form or media, of LCP’S Confidential Information, and certify in writing to LCP your compliance with the foregoing obligation. You agree to protect Confidential Information using the same standard of care which You use for Your confidential information of similar nature, but in no event less than reasonable care. The provisions of this section 7 (Confidentiality) shall indefinitely survive any termination or expiration of this Agreement until Your obligations to protect, and not use, Confidential Information no longer apply pursuant to sections 7(i)-(iv), above.
8. LIMITED WARRANTY; WARRANTY DISCLAIMER; DAMAGE WAIVER; LIABILITY/REMEDY LIMITATIONS.
a. Limited Warranty and Your Remedy for Limited Warranty Breach. LCP warrants to You that the LCP products and services do not infringe upon, or misappropriate, any third-party proprietary information, copyright, patent rights, intellectual property rights, or trade secrets. Any damages for a breach of the foregoing limited warranty by LCP are strictly limited by these TOU as follows. IF LCP BREACHES THE FOREGOING LIMITED WARRANTY, LCP AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO MODIFY THE LCP PRODUCTS AND SERVICES SO THEY CONFORM TO THE LIMITED WARRANTY. LCP WILL: (i) NOTIFY YOU IF IT IS NOT COMMERCIALLY PRACTICABLE FOR LCP TO MAKE SUCH MODIFICATIONS; AND, IF SO, (ii) IMMEDIATELY TERMINATE YOUR LCP PRODUCTS AND SERVICES WITHOUT ANY PAYMENT PENALTY, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. IF, UNDER THIS WARRANTY, YOU DO NOT ACCEPT LCP’S MODIFICATIONS, YOU MUST NOTIFY LCP IN WRITING WITHIN 30 CALENDAR DAYS OF LCP’S MODIFICATIONS AND, UPON RECEIPT OF SUCH NOTICE, YOUR LCP PRODUCTS and SERVICES WILL TERMINATE WITHOUT ANY PAYMENT PENALTY, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
b. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(a) (LIMITED WARRANTY and Your Remedy for Limited Warranty Breach), LCP DISCLAIMS TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO THE LCP PRODUCTS AND SERVICES INCLUDING, WITHOUT LMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE LCP PRODUCTS AND SERVICES WILL MEET YOUR SPECIFIC TECHNICAL, PROPERTY MANAGEMENT, OR ANY OTHER REQUIREMENTS OR EXPECTATIONS.
c. Damage Waiver. NOTWITHSTANDING ANY OTHER TERMS IN THESE TOU, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, LCP DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES, EXPERTS’ FEES, AND COURT COSTS (EVEN IF LCP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR IN CONNECTION WITH THE LCP PRODUCTS AND SERVICES OR THESE TOU.
d. Liability/Remedy Limitations. IN ADDITION TO (AND NOT IN PLACE OF) ALL OTHER LIMITATIONS SET FORTH IN THESE TOU, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT LCP SHALL HAVE NO LIABILITY WHATSOEVER FOR CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE LCP PRODUCTS AND SERVICES AND/OR THESE TOU, EXCEPT WHERE SUCH CLAIMS OR CAUSES OF ACTION WERE CAUSED SOLELY BY LCP AND, IN SUCH AN EVENT, LCP’S MAXIMUM LIABILITY TO YOU, REGARDLESS OF THE AMOUNT OF LOSS YOU MAY CLAIM OR HAVE SUFFERED, SHALL BE LIMITED TO A REFUND OF THE FEES YOU ACTUALLY PAID TO LCP IN THE 6 MONTHS IMMEDIATELY PRIOR TO THE DATE YOU FIRST NOTIFY LCP OF YOUR CLAIM OR CAUSE OF ACTION, AND THIS REFUND IS YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TOU.
9. Dispute Resolution. In the event of a dispute arising out of or related to these TOU or the LCP products and services, You and LCP agree to use commercially reasonable efforts, in good faith, to informally resolve the dispute. These efforts shall be confidential and protected under applicable law as compromise and settlement negotiations. If, after 30 calendar days of good faith negotiations, the parties are unable to reach a mutually satisfactory resolution, either party may pursue its rights and remedies under these TOU and applicable law.
10. Assignment. These TOU cannot be assigned by You for any reason without LCP’s prior, express, written consent, which consent LCP may withhold for any reason in its sole discretion. Any attempted or purported assignment of these TOU without LCP’s prior, express, written consent is void. These TOU are binding on, and inure to the benefit of, both You and LCP, and our respective, permitted assigns, successors, and legal representatives.
11. Governing Law/Venue; UNCISG Waiver. These TOU are governed and determined by the laws of the United States and the State of California as such laws are applied to agreements entered into, and performed, entirely within the state of California between California residents. Any action or proceeding related to or arising out of these TOU shall be resolved only in a court of competent jurisdiction in the City of Santa Barbara, California (or, if there is no court of competent jurisdiction in the City of Santa Barbara, California, then the court of competent jurisdiction closest to the City of Santa Barbara, California), and You and LCP expressly consent to the personal jurisdiction of such courts and waive any right to cause any action or proceeding to be brought or tried elsewhere. The parties waive any right they may otherwise have to, and exclude, application of the United Nations Convention on International Sales of Goods to this Agreement.
12. General Terms.
a. Waiver. If a party waives any TOU breach by the other party, that waiver shall not be construed as a waiver of any other or subsequent breach.
b. Severability. If a court or other body of competent jurisdiction determines that any TOU provision is illegal and/or unenforceable, the parties acknowledge and agree that all other TOU provisions are unaffected by that determination and shall remain enforceable.
c. Data Use. LCP may aggregate, compile, and use any LCP products and services data to create, offer, improve, develop or enhance the LCP products and services and/or any other current or future LCP products, features, or services; provided, however, that LCP will not aggregate, compile, and/or use any LCP products and/or services data in a form that can be traced back to You, Your customers, or the tenants residing in any property You own or manage.
d. Entire Agreement. These TOU constitute the final, complete, and exclusive agreement between the parties pertaining to their subject matter, and replace and supersede all other prior understandings or agreements, if any, and in any form regarding their subject matter. The parties also acknowledge and agree that neither party has been induced to enter into these TOU by, or because of, any representations, warranties, or other assurances that are not set forth in these TOU, as may be amended from time to time.
e. Modification. You acknowledge and agree that these TOU can only be modified by LCP. You acknowledge and agree that LCP may amend these TOU from time to time with or without notice and, as so amended by LCP, such amendments are incorporated into these TOU by this reference.
13. Property-Level Invoicing Election. If Client is eligible and opts-in property-level invoicing, Client acknowledges that Client is making a billing/invoicing election to have the properties under Client’s management and/or ownership, as applicable, invoiced directly, and agrees that Client shall be legally bound by that election. Client agrees to complete Yardi’s property-level billing form to opt-in to property-level billing. Client agrees that if any property does not pay LCP’s invoice, Client shall remain obligated to pay the invoice. The person making the property-level billing election on Client’s behalf represents and warrants that they are authorized to make the election on Client’s behalf. Client agrees that Client shall provide Client contact information to the properties for property-level billing inquiries. Client acknowledges and agrees that Client will be responsible for answering property-level billing inquiries.
14. Additional LCP Products and Services Terms:
(a) General Terms.
(i) Acknowledgment. You acknowledge and agree that LCP may provide the LCP photography, virtual tour, and other services through affiliates, partners, and contractors.
(ii) Expenses. The parties will bear their own expenses in their performance of their obligations under this Agreement.
(iii) Indemnification. LCP agrees to defend, indemnify, and hold You harmless from and against any third party claims, actions or demands alleging that Your use of LCP’s LCP 3D Modelling and/or TourBuilder products and services in accord with this Agreement’s terms infringes on a third party’s proprietary information, trademark, copyright, patent rights or intellectual property rights, or misappropriates a third party’s trade secrets. LCP’s defense, indemnification, and hold harmless obligations per this section 14(a)(iii) are conditioned upon the following: (A) Your providing LCP with prompt written notice of any claim for which indemnification is sought; (B) LCP having sole control of the defense and settlement of such claim, provided, however, that You shall have the right to have any suit or proceeding monitored by counsel of Your choice and at its expense; and (C) Your reasonable cooperation with LCP in the defense and settlement of the claim. If LCP’s LCP 3D Modelling and/or TourBuilder products become the subject of a patent, trademark, copyright, or trade secret misappropriation or infringement claim, and such claim results – or is reasonably likely to result – in an injunction against Your continued use, LCP will: (I) replace or modify the product(s) to avoid the misappropriation/infringement claim; (II) secure Your right to continue use; or (III) if neither (I) nor (II) is commercially practicable, either party may terminate this Agreement upon written notice to the other party.
(iv) License; Restrictions. LCP grants You a non-exclusive, non-transferable, limited license for You to access LCP’s LCP 3D Modelling and/or TourBuilder products solely for your internal business purposes. You may not rent, lease, sell, transfer (by sublicense, assignment or otherwise), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display LCP’s LCP 3D Modelling and/or TourBuilder products. You may only use the LCP’s LCP 3D Modelling and/or TourBuilder products for Your internal business purposes. You may not reverse engineer, decompile or otherwise attempt to discover the source code for LCP’s LCP 3D Modelling and/or TourBuilder products. You may not permit any person or entity to breach the restrictions in this section 14(a)(iv) (License; Restrictions). You may not copy or re-create LCP’s LCP 3D Modelling and/or TourBuilder products or their objects without LCP’s prior express written consent. You agree that LCP’s LCP 3D Modelling and/or TourBuilder products must remain at all times in LCP’s cloud, and may not be removed or copied to any other location at any time. You acknowledge and agree that You may not perform scans or electronic testing of any kind on the LCP cloud or LCP’s LCP 3D Modelling and/or TourBuilder products including, without limitation, vulnerability scanning or testing, penetration scanning or testing or any other type of scanning or testing. You may use LCP’s LCP 3D Modelling and/or TourBuilder products only for the specific internal business purpose for which they were made available and not for any other purpose. You may not use LCP’s LCP 3D Modelling product, TourBuilder product, and/or Confidential Information in any way that may compete with LCP. You may not use or disclose Confidential Information for the purpose of enabling Your employees to service, maintain, or modify LCP’s LCP 3D Modelling and/or TourBuilder products. LCP grants You a non-exclusive, non-transferable, limited license for You to use images generated by LCP’s photography Services, if any, in connection with Your use of LCP’s TourBuilder, 3D Modelling, and other products and Services.
(b) SaaS Terms.
(i) Subscription. If You use LCP’s TourBuilder product, LCP, through its websites at www.lcpmedia.com and www.tourbuilder.com and associated mobile applications (the “LCP Websites”), grants You the subscription rights to establish an account AND USE THE PRODUCTS AND SERVICES DESCRIBED ON THE LCP Websites ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TOU. The person signing the agreement to which these TOU relate on Your behalf REPRESENTS THAT SUCH PERSON HAS BEEN DULY AUTHORIZED TO BIND YOU TO THESE TERMS.
(ii) Definitions. For purposes of this section 14(b) (SaaS Terms), the following definitions apply:
(A) “Administrator” means Your employee to whom You have delegated the authority to designate Permitted Users;
(B) “Permitted User” means Your officers, directors, and employees who are duly authorized by Your Administrator to access and use the Services; and
(C) “Services” means access to the LCP Websites’ interactive online service, that enables Permitted Users to edit and publish imagery and video to the Internet, and other products and services as identified in the Agreement to which these TOU relate, an amendment to these TOU, and/or an order form relating to these TOU.
(iii) Services Modification. LCP reserves the right to modify the Services from time to time; however, future modifications will not result in a diminution of Services functionality or quality. IF ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT FOR CONVENIENCE BY WRITTEN NOTICE TO LCP. YOUR CONTINUED USE OF THE LCP WEBSITES FOLLOWING LCP’S POSTING OF AN AMENDED TOU, OR OTHERWISE MAKING YOU AWARE OF A MODIFICATION TO THE SERVICES, WILL CONSTITUTE BINDING ACCEPTANCE OF ANY AND ALL CHANGES MADE TO SERVICES.
(iv) Online Services Provision. Subject to these TOU, LCP grants You a non-exclusive, non-transferable license for Your Administrators and Permitted Users to access and use the Services during the Term solely as expressly provided in these TOU. These TOU provide for Your subscription access to, and use of, the Services, and are NOT an agreement for the sale of any software. You may use the Services only for Your internal business purposes, and not for purposes of resale to others. You are solely responsible for providing Your Internet access/connection, and all other technology for Your access to the Services.
(v) Use Restrictions. You agree that Your use of the Services will be in a manner consistent with these TOU and applicable law. You understand that the Services, programs, online tools, and other related components of the Services are proprietary, intellectual property, and inclusive of (as between you and LCP) LCP (or its affiliates’) trade secrets. LCP and its affiliates retain all rights, title, and ownership of the Services licensed under this agreement except for the license expressly granted to YOU under these TOU. LCP grants the license to You only for the uses expressly specified in these TOU. Without limiting the generality of the foregoing, You will not: (A) abuse or misuse the Services including, without limitation, gaining or attempting to gain unauthorized access to the Services, or altering or destroying information/data in the Services; (B) permit any third-party to use or access the Services; (C) process or permit to be processed the data of any third-party without express authorization from that third-party; or (D) attempt to copy, archive, reverse-engineer, decompile, disassemble, create a derivative work from, or otherwise attempt to derive the source code of any part of the Services.
(vi) Administrators and Permitted User Appointment.
(A) You will appoint the initial Administrator [and successor Administrator(s)] for Your account. You may appoint only one acting Administrator at a time. Your Administrator will manage Your account and appoint Permitted Users. You shall advise LCP in writing of the name and contact information of Your Administrator, and any change thereto, in a timely manner.
(B) Your Administrator will provide each Permitted User with a login ID consisting of an email address and password (collectively, “Username”) which is not transferable to any other Permitted User. The Administrator and Permitted Users are responsible for maintaining Username confidentiality and security for Your account.
(C) You agree to: (I) provide certain current, complete, and accurate information regarding Your Usernames and any additional login information LCP may request; and (II) maintain and update Your Usernames as required to keep such information current, complete and secure. You warrant that Your Usernames are, and will continue to be, accurate and current, and that You are, and will continue to be, authorized to provide Usernames to Permitted Users. You authorize LCP to verify Your Usernames and contact information at any time. If any Username that You provides is untrue, inaccurate, not current, or incomplete, or if LCP believes that there is any suspicious activity associated with Your account, Your Administrator account, or any Permitted User accounts, LCP retains the right, in its sole discretion, to suspend rights to use any or all accounts. You hereby grant LCP a nonexclusive license to convert any information provided to LCP into digital format, and to use it for purposes of security, audit, verification or for any reason associated with the provision of Services.
(D) You agree to: (I) be responsible for Your Permitted Users’ compliance with all aspects of these TOU; (II) be solely responsible for the accuracy, quality, integrity and legality of all data provided to LCP and uploaded to any LCP Websites; and (III) not permit access to, or use of, the Services for, or on behalf of, any third-party except as expressly permitted by these TOU.
(E) You grant LCP a nonexclusive, transferable, sub-licensable, royalty-free, worldwide license to use any data supplied by You for the purpose of providing, or facilitating the provision of, the Services to You and Permitted Users.
(F) You represent and warrant that: (I) You have all necessary right to use, and to permit LCP to use, the data supplied by You in connection with the Services; and (II) You have not received notice that any data You supply in connection with the Services, or the use of any such data, infringe upon any third-party intellectual property or violate the terms of any licenses or other agreements.
(G) You shall supply, and use, data supplied by You in compliance with any applicable licenses governing the use of such data. You grant LCP a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, and/or incorporate into the Services, any suggestions, enhancement requests, recommendations, or other feedback provided by You relating to the development, delivery, operation, enhancement, or upgrade of the Services.
(vii) Service Fees and Taxes. You agree to pay the fees for all Services in accord with the agreement to which these TOU relate. Payment for all Services fees is due upon receipt of LCP’s invoice. Unpaid Services fees shall accrue interest from their due date until paid at the lesser rate of: (A) 1.5% per month; or (B) the maximum rate allowed under applicable law. LCP, in its sole discretion, may also suspend or terminate any and all Services until such time that all unpaid Services fees have been fully paid. All Services fees are exclusive of sales, use, or other transaction-based taxes, tariffs, and duties, and You agree to pay all such taxes, tariffs, and/or duties either as levied by taxing authorities or as invoiced LCP.
(viii) Support Services. LCP will provide reasonable support by telephone and email upon request. Additional support, if any, shall be as identified in the Agreement to which these TOU relate, an amendment to these TOU, and/or an order form relating to these TOU.
(ix) Warranty Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LCP DISCLAIMS: (A) ALL WARRANTIES WIT RESPECT TO THE SERVICES; (B) ANY WARRANTY OR GUARANTEE THAT THE SERVICES LPC WEBSITES, OR THE PERFORMANCE THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE; AND (C) ANY WARRANTY THAT DATA SUBMITTED TO, OR HELD IN STORAGE ON OR THROUGH ITS SYSTEMS WILL BE SECURE FROM UNAUTHORIZED ACCESS. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET OUT IN THESE TOU.
(x) LCP Indemnification. LCP agrees to defend, indemnify, and hold You harmless from and against any third party claims, actions or demands alleging that Your use of the Services in accord with these TOU infringes on a third party’s proprietary information, trademark, copyright, patent rights or intellectual property rights, or misappropriates a third party’s trade secrets. LCP’s defense, indemnification, and hold harmless obligations per this section 14(b)(x) (LCP Indemnification) are conditioned upon the following: (A) You providing LCP with prompt written notice of any claim for which indemnification is sought; (B) LCP having sole control of the defense and settlement of such claim, provided, however, that You shall have the right to have any suit or proceeding monitored by counsel of Your choice and at Your expense; and (C) Your reasonable cooperation with LCP in the defense and settlement of the claim. If the Services become the subject of a patent, trademark, copyright, or trade secret misappropriation or infringement claim, and such claim results – or is reasonably likely to result – in an injunction against Your continued use of the Services, LCP will: (I) replace or modify the Services to avoid the misappropriation/infringement claim; (II) secure Your right to continue use of the Services; or (III) if neither (I) nor (II) is commercially practicable, either party may terminate these TOU upon written notice to the other party.
(xi) Intellectual Property Ownership. Except for the limited license subscription granted in these TOU, and as between You and LCP, LCP is the sole and exclusive owner of all rights, title, and interests in and to the Services, LPC Websites, and all intellectual property rights therein, and all content, promotional materials, and LCP software and technology used to provide the Services.
(xii) Your Postings and Content.
(A) You acknowledge and agree that LCP will not treat information that You, Your Administrator, and/or Your Permitted Users post or upload to public areas of the LPC Websites and/or the Services as private or confidential. LCP has no obligation to monitor posts to the LPC Websites and/or the Services, or to exercise any editorial control over such posts; however, LCP reserves the right to review such posts and to remove any material that, in its judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing content that: (I) could subject LCP to any legal liability; (II) is in violation of any applicable law or regulation; or (III) is otherwise contrary to commonly accepted community standards; is prohibited including, without limitation, information and material protected by copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property rights, and material that is obscene, defamatory, constitutes a threat, or violates export control laws.
(B) Regarding Your right to post or upload Your content to private areas of the LPC Websites or the Services, You [subject to sections 6 (Data Retention; Ownership) and 12(c) (Data Use)] retain all rights and ownership of such content. LCP makes no claim of ownership of Your content [subject to sections 6 (Data Retention; Ownership) and 12(c) (Data Use)]; provided, however, that LCP does need certain rights (a license as provided in these TOU) to use Your content: (I) for purposes of providing the Services and to perform its obligations under these TOU; and (II) in accord with sections 6 (Data Retention; Ownership) and 12(c) (Data Use). If You upload or submit Your content, You grant to LCP, and its affiliated entities, a worldwide, transferable, assignable, sublicensable, non-exclusive, irrevocable, fully paid, royalty-free right and license to host, publish, distribute, and publicly display Your content, and derivative works thereof, in all methods and means of distribution and publication, now known or hereafter developed.
(c) Architectural Visualization Terms.
(i) Applicability. These terms apply to LCP’s LCP architectural visualization services provided to You including, without limitation, 3D floor plans, 3D visualizations, and animations.
(ii) Information. You must provide all information about the structure and materials/textures as necessary for each service. At Your request, LCP will use its commercially reasonable judgment to illustrate areas where information is missing, but LCP cannot be held responsible for any changes caused by its judgments or from missing information.
(iii) Colors & Material. LCP will use commercially reasonable efforts to accurately match color information and materials provided by You. You acknowledge and agree that colors and materials will vary from the supplied information due to lighting conditions and printer/display device used to display the image.
(iv) Reviews & Changes.
(A) You acknowledge and agree that: (I) architectural visualization is not a perfect process; (II) ‘gray areas’ will exist; and (III) some information may be missing if not clearly and precisely specified in the information provided by You. For the process to be cost effective, You allow LCP to use its experience and judgment to create the best possible content given the time, financial, and information constraints.
(B) LCP will include 3 complimentary change rounds after the initial project build. You agree that total changes may not exceed 30% of the complete project build and must be submitted within 5 business days of the request to review. If You submit changes after 5 business days, a new timeline may need to be established for project delivery.
(C) You agree that NON-ACCEPTABLE changes, per complimentary edits round, include, without limitation: (I) structural changes; (II) changes where new objects need to be built or removed; (III) new angles for still images; and (IV) daytime-to-nighttime lighting changes. Each enumerated non-acceptable change is available at an additional cost.
(D) Changes initiated by You after the final (third) review are subject to additional cost and include changes to information and materials provided to LCP by You.
15. Additional LCP Product and Service Fees terms.
(a) LCP Photography Session Fee: $420.00/Session/Location. Locations greater than 50 miles outside of a major metro area are subject to additional travel expenses.
(b) LCP Professional Photography Additional Photo Fee: $35.00/still for stills exceeding the number outlined in the fee statement in your agreement.
(c) LCP Professional Photography Premium Editing Fee: $35.00/still for any premium editing beyond the standard edits.
(d) LCP TourBuilder Pro Area Tour includes 2 still photos per area tour. Additional photo stills will be billed at the rate outlined above.
(e) LCP TourBuilder Pro, LCP TourBuilder Go, and LCP TourBuilder Essentials Annual Subscriptions have a 12-month commitment per Property.
(f) You acknowledge and agree that LCP Mediamay invoice you for fees relating to the licenses/services provided pursuant to this Agreement.
(g) LCP reserves the right to audit your use of the LCP Websites at any time to confirm the scope of your use of the Services relative to your contractual license.
(h) Subscription Fees are subject to increase at the start of each Renewal Term; such increases shall not exceed the percentage increase outlined by the U.S. Department of Labor (per the Bureau of Labor Statistics’ Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W): U.S. City Average table) for the preceding year.
(i) You shall have 30 days from the execution date of your signed agreement or addendum (the “Testing Period”) to test new products or services. At any time during the Testing Period, you may elect to cease use of and cancel the licensing of the new product(s) or service(s), in which event LCP shall provide you a one-time credit for any Fees paid toward the new product(s) or service(s) to be applied toward future goods and services.