PictureThis3D — 2D to Interactive 3D Floor Plan Conversion Service 

This Service Agreement (“Agreement”) is entered into between PictureThis3D (“Company”), a software technology company, and the individual or entity identified above (“Client”), collectively referred to as the “Parties.” By submitting a 2D floor plan to PictureThis3D for conversion, the Client acknowledges that they have read, understood, and agreed to be bound by the terms and conditions set forth in this Agreement. 

1. Scope of Services 

PictureThis3D agrees to provide the following services to the Client (the “Services”): 

● Receipt and processing of Client-submitted 2D floor plan files in accepted formats 

● Conversion of submitted 2D floor plans into an interactive, digitally rendered 3D floor plan visualization 

● Hosting of the completed 3D floor plan on PictureThis3D’s servers 

● Delivery of access to the completed interactive 3D floor plan to the Client through the means designated by PictureThis3D 

The Services are limited to those explicitly described in this Agreement or in any written Order Form or Statement of Work executed by both Parties. 

2. Client Submission Requirements 

The Client agrees to submit 2D floor plan materials that are: 

● Legible, clearly dimensioned, and drawn to a recognizable scale or standard 

● Inclusive of all relevant architectural features the Client wishes represented in the 3D output, including but not limited to room labels, wall dimensions, door and window placements, and fixture locations 

● Free of third-party intellectual property restrictions that would prevent PictureThis3D from processing and converting the submitted materials 

It is the Client’s sole responsibility to ensure that submitted floor plans are accurate, complete, and sufficiently detailed to enable a faithful 3D conversion. 

3. Accuracy and Limitation of Liability for Incomplete Submissions 

PictureThis3D will apply reasonable professional skill and care in converting all submitted 2D floor plans into interactive 3D visualizations. However, the quality and accuracy of the resulting 3D floor plan is inherently dependent upon the completeness and clarity of the materials provided by the Client. 

Where a submitted 2D floor plan is incomplete, ambiguous, lacks sufficient dimensional information, or is otherwise insufficient to enable a fully accurate conversion, PictureThis3D will use its best professional judgment to construct the 3D floor plan based on the available information. In such cases: 

● PictureThis3D does not warrant and cannot be held responsible for the dimensional accuracy, spatial correctness, or completeness of the resulting 3D floor plan 

● PictureThis3D will make reasonable efforts to notify the Client of any significant informational gaps identified during processing; however, this obligation does not extend to identifying every deficiency in a submitted file 

● The Client acknowledges that any 3D floor plan produced from an incomplete submission is provided on a best-efforts basis and is not to be relied upon for construction, engineering, legal, or regulatory purposes 

PictureThis3D’s liability in respect of any inaccuracy arising from an insufficient submission shall be limited to re-processing the submission upon receipt of a corrected and complete 2D floor plan, where technically feasible, at PictureThis3D’s sole discretion. 

4. Intellectual Property and Ownership 

4.1 Ownership of the 3D Floor Plan 

The Client acknowledges and agrees that all interactive 3D floor plan files, models, visualizations, and related digital assets created by PictureThis3D as a result of the Services, and which reside on or are stored within PictureThis3D’s servers or systems (“3D Output”), are and shall remain the sole and exclusive intellectual property of PictureThis3D. This includes, without limitation, all 

underlying data structures, rendering assets, metadata, and interactive components comprising the 3D Output. 

PictureThis3D retains full ownership of the 3D Output regardless of: 

● The source or nature of the original 2D floor plan submitted by the Client 

● Whether the Client has paid in full for the Services 

● Any customization or modification applied to the 3D Output at the Client’s request 

4.2 License Granted to Client 

Subject to the Client’s compliance with this Agreement and timely payment of applicable fees, PictureThis3D grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the 3D Output solely for the Client’s internal business purposes, as specified in the applicable service plan or Order Form. This license does not convey any ownership rights in the 3D Output. 

The Client may not: 

● Copy, download, redistribute, sublicense, sell, or transfer the 3D Output or any portion thereof to any third party without prior written consent from PictureThis3D 

● Reverse engineer, decompile, or attempt to extract the underlying data or assets of the 3D Output 

● Use the 3D Output in any manner inconsistent with the terms of this Agreement or applicable law 

4.3 Client’s Ownership of Submitted 2D Materials 

Nothing in this Agreement shall be construed to transfer to PictureThis3D any ownership interest in the original 2D floor plan materials submitted by the Client. The Client represents and warrants that they have the full legal right, authority, and permission to submit such materials to PictureThis3D for processing. 

5. Confidentiality 

PictureThis3D agrees to treat all submitted 2D floor plan materials as confidential and will not share, sell, or disclose such materials to any third party, except as required by law or as necessary to perform the Services. This obligation shall survive the termination of this Agreement. 

6. Fees and Payment 

The Client agrees to pay all applicable service fees as set out in the Order Form or pricing schedule communicated by PictureThis3D at the time of engagement. PictureThis3D reserves the right to suspend access to the 3D Output in the event of non-payment. All fees are non-refundable unless otherwise expressly stated in writing. 

7. Term and Termination 

This Agreement commences on the Effective Date and continues until the completion of the Services, unless earlier terminated. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision and fails to remedy such breach within fourteen (14) days of receiving written notice thereof. 

Upon termination: 

● The Client’s license to access the 3D Output shall immediately cease 

● PictureThis3D shall have no obligation to retain or provide access to the 3D Output beyond any retention period specified in the applicable service plan 

8. Disclaimer of Warranties 

Except as expressly set out in this Agreement, PictureThis3D provides the Services and the 3D Output on an “as-is” and “as-available” basis, without warranty of any kind, whether express, implied, or statutory, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. PictureThis3D does not warrant that the Services will be uninterrupted, error-free, or meet any specific requirements of the Client beyond those expressly described herein. 

9. Limitation of Liability 

To the fullest extent permitted by applicable law, PictureThis3D’s total cumulative liability to the Client arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to PictureThis3D in the three (3) months immediately preceding the event giving rise to the claim. In no event shall PictureThis3D be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or loss of business opportunity. 

10. Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Ontario. 

11. Entire Agreement 

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings of the Parties. Any amendment to this Agreement must be made in writing and signed by authorized representatives of both Parties. 

12. Acceptance 

By submitting a 2D floor plan to PictureThis3D or by signing below, the Client confirms their acceptance of the terms of this Agreement.