Terms and Conditions

1. Background. This Agreement is between LWGF Ltd t/a The 360 Company (the “Service Provider”) and the business (the “Customer”) whose premises are being photographed for the Street View | Trusted program and associated services (the “Services”). This Agreement shall be binding upon both parties, their successors and assignees.

2. Google Street View | Trusted program. LWGF Ltd t/a The 360 Company is a Google Trusted Agency and is authorised under the Google Street View | Trusted program to provide photography services to local businesses that desire to participate in the Google Street View | Trusted program as an independent contractor. Neither LWGF Ltd t/a The 360 Company nor any of its personnel or contractors are a Google employee or agent.

3. Photography Services. To provide Services, Service Provider will use camera equipment to create panoramic 360° and still photographs (the “Photographs”).

4. Service Fee Payment. Service Provider and Customer will agree on an amount for Services (the “Service Fee”), and Customer will pay a non-refundable booking fee and the balance of the Service Fee on the Shoot Date (the “Photoshoot”) as listed in this agreement (as defined in Section 5 below). In addition to the Service Fee Service Provider reserves the right to recover from Customer;

a. a late payment charge of £40; and

b. all costs and expenses (including legal costs) incurred in the collection of any overdue Service Fee and late payment charges.

5. Services and Licence of Photographs. In exchange for the Service Fee:

a. and upon signature by both parties, Service Provider will reserve the time and date agreed upon to conduct the Photoshoot. The booking fee is non-refundable (except as described in Section 8 below), or unless Service Provider agrees in its sole discretion to permit a rescheduling of the Photoshoot.

b. Service Provider will take Photographs of those portions of the exterior and interior of Customer premises designated by Customer as acceptable for inclusion in the Services.

c. Service Provider will use commercially reasonable efforts to ensure that the Photographs meet the Google Street View | Trusted program technical specifications;

d. Service Provider retains all ownership rights (including intellectual property rights) to the Photographs and hereby assigns a licence to Customer to use the Photographs for any commercial purposes for the business named in this agreement. e. To the extent permitted by law, Service Provider will obtain:

i. waivers from all of Service Provider’s staff in respect of any “moral rights” that such personnel may have in the Photographs, including any right of attribution; and

ii. assignments by Service Provider’s staff to the Customer of all moral rights in the Photographs.

f. Service Provider will upload the Photographs to Google for processing and use in accordance with Section 7 below.

g. Service provider (subject to 5h) will ensure that all Services are provided within a reasonable period of time.

h. Service Provider, when contracted to do so and having been given access to Customer Facebook and website accounts will embed the Tour as agreed. Customer is reasonably expected to provide access as soon as possible and no later than 12 weeks after the shoot date.

a. that it will prepare the business premises prior to Photoshoot

b. to accept responsibility for ensuring that the business premises do not contain or display any items or information that Customer does not wish to be included in the Photographs;

c. to inform everyone on the business premises that the Photoshoot will be taking place and that their image may be captured in the Photographs if they are within line of sight of the camera lens;

d. to allow the Service Provider access to the business premises at the agreed time and date for the purposes of the Photoshoot; and to re-enter the business premises at a mutually agreed date and time to repeat the Photoshoot if the Service Provider deems it necessary to do so.

e. to the Service Provider retaining the Pre-Paid Service Fee (notwithstanding 8.b.i) to cover its costs if access to the business premises (as defined in 6d) is denied by Customer;

f. to permit the Service Provider to record and retain the information contained in this agreement and all further information provided by Customer on its computer systems for marketing purposes;

g. to permit the Service Provided to share the information provided by Customer with its trusted business partners for marketing purposes.

a. Customer agrees that the uploading, processing, and use of the Photographs will be governed by Google’s standard online terms of service for such

Photographs as set forth at http://www.google.com/intl/en/policies/terms (along with relevant Additional Terms, as set forth at https://www.google.co.uk/ intl/en/maps/streetview/trusted/ ) or such other URL/Additional Terms as Google may designate from time to time (collectively, the “Google Terms of Service”);

b. Customer hereby authorises Service Provider to upload the Photographs to Google on Customer’s behalf and licenses the Photographs for Google’s use in accordance with the Google Terms of Service.

8. Refunds. The Service Fee is non-refundable except when:

a. Service Provider will refund the pre-paid Service Fee to Customer (but will have no further liability with respect to the Agreement) if Google rejects the

Photographs for failure to meet the Google Street View | Trusted technical specifications and Service Provider does not correct the failure after re-

photographing Customer at a mutually agreed upon time;

b. Customer will receive a full refund of the pre-paid Booking Fee if they cancel the shoot:

i. prior to the appointment date and time if the Photoshoot date if it is within seven calendar days of signing this agreement; or

ii. within seven working days of signing the agreement if the Photoshoot date is seven or more calendar days after the agreement is signed

9. Insurance. Service Provider will carry comprehensive general liability insurance coverage for Service Provider’s activities on Customer’s premises.

10. Confidentiality. This Agreement is confidential information. Customer will not disclose or make this Agreement available to any third party except (a) as

specifically authorised by Service Provider in writing; or (b) when compelled to do so by law if Customer provides reasonable prior notice to Service Provider.

11. No Warranties. In connection with this agreement, Service Provider makes no representation and, to the maximum extent permitted by law, disclaims all warranties, express or implied, regarding the photographic services or the photographs, including warranties of merchantability or fitness for a particular purpose. Service Provider makes no representation or warranty that the photographs will ultimately be displayed by Google.

a. Notwithstanding clauses 12b and 12c, Service Provider does not exclude or restrict liability for fraud, or for death or personal injury caused by its negligence.

b. Service Provider shall not be liable to Customer for loss of profit, revenue, contracts, anticipated savings or any indirect or consequential loss.

c. Service Provider shall not be liable to Customer for more than the original Service Fee stated in this agreement.

13. Entire Agreement. These terms and conditions constitute the entire agreement between Service Provider and Customer. Neither party has relied upon any statement or representation made by the other in agreeing to enter this contract.