Sales Policy & Terms of Service

1. Introduction

This VPiX® Sales Policy and Terms of Service ("Agreement") governs the purchase, licensing, implementation, hosting, support, training, hardware acquisition, custom development, white-label licensing, software subscriptions, and related services provided by VPiX® ("VPiX," "Company," "we," "our," or "us").

VPiX provides business-to-business 360 virtual tour software, panoramic image publishing, hosting, camera equipment, training, white-label server licensing, custom development, and related support services for professional users, including photographers, agencies, property managers, hospitality companies, schools, museums, RV and marine companies, commercial property owners, and other business customers.

No consumer services are offered. Children and individuals under the age of eighteen (18) are not permitted to purchase, license, or use VPiX products or services.

2. Definitions

Customer means the business entity, agency, photographer, property manager, organization, or authorized representative purchasing, subscribing to, or using VPiX products or services.

Software Services means VPiX-hosted SaaS applications, 360 publishing tools, hosting services, virtual tour tools, APIs, account dashboards, white-label systems, media processing tools, and related software components.

Tour or Project means a 360 virtual tour, digital twin, panoramic presentation, media project, hosted gallery, or related published content created, uploaded, hosted, or managed through the VPiX platform.

Hardware means cameras, lenses, rotators, tripods, lighting, accessories, computers, media equipment, and related products sold or supplied by VPiX.

Scope of Work or SOW means any written proposal, quote, project scope, implementation document, or statement describing services to be performed.

3. Software Licensing and Hosting

VPiX software, hosting tools, virtual tour publishing tools, dashboards, APIs, white-label systems, and related platform components are licensed and not sold.

Subscription fees are billed monthly, annually, or pursuant to an executed Service Level Agreement (SLA), quote, proposal, or licensing agreement. All subscription accounts must maintain a valid payment method on file unless otherwise approved by VPiX in writing.

Non-payment does not constitute cancellation. Subscription fees shall continue to accrue until the account has been properly terminated in accordance with this Agreement.

Customer understands that cancellation, suspension, expiration, termination, or non-payment of the applicable software or hosting subscription may disable access to account dashboards, publishing tools, tour editing, tour hosting, public tour links, APIs, storage, media processing, white-label access, and related platform functions.

4. Cancellation and Account Closure

Month-to-Month Subscriptions

To cancel a month-to-month VPiX subscription, Customer must submit a cancellation request at least fifteen (15) days before the next automatic billing date. Cancellation requests received fewer than fifteen (15) days before the billing date may result in the next monthly billing cycle being charged.

Annual Subscriptions

To cancel an annual VPiX subscription, Customer must provide written cancellation notice no later than thirty (30) days before the renewal date. Cancellations received after this deadline may be processed; however, the full annual service fee shall remain due and non-refundable.

Upon cancellation, hosted tours and customer content may remain available for up to thirty (30) days, unless otherwise required by law, contract, or an active migration agreement. After that period, VPiX may delete, archive, suspend, or disable Customer content and public links.

Customer is responsible for notifying its own clients, customers, property owners, agencies, managers, or stakeholders before cancelling an account that hosts work created for third parties.

5. Reactivation, Restore, and Migration Fees

Cancellation, suspension, expiration, termination, or non-payment may result in the disconnection, removal, expiration, archival, or deletion of hosted tours, account data, white-label settings, public URLs, integrations, custom code, storage, APIs, and related software components.

Should Customer request reactivation of a previously cancelled, suspended, expired, or terminated account, VPiX reserves the right to charge a one-time Account Reactivation Fee of $495.00.

Standard Reactivation and Restore Fees

VPiX does not guarantee that deleted, archived, expired, or disabled content can be restored. Restoration depends on server status, backup availability, account history, storage policy, payment status, and technical feasibility.

VPiX reserves the right to require payment of all outstanding balances, reactivation fees, restore fees, migration fees, and applicable professional services charges before reactivation or restoration of services.

6. Customer Content and Tour Responsibility

Customer represents and warrants that all uploaded content is either created by Customer, created by Customer's employees or contractors, licensed to Customer, or otherwise legally authorized for upload, hosting, display, publication, and distribution through VPiX.

Customer is solely responsible for its own content, client relationships, project delivery obligations, and third-party permissions. Customer shall not upload content that infringes intellectual property rights, violates privacy rights, is unlawful, pornographic, defamatory, abusive, or otherwise inappropriate for professional business use.

If Customer creates tours or projects for third parties, Customer is responsible for notifying those third parties before cancelling, deleting, moving, suspending, or failing to maintain hosting for those projects.

At VPiX's sole discretion, and where technically feasible, VPiX may migrate or restore tours for affected end customers, property owners, or business stakeholders to prevent unnecessary harm caused by Customer abandonment, non-payment, or failure to maintain hosting.

7. Third-Party Platforms and Services

VPiX may connect to, embed with, link to, or publish content involving third-party platforms, websites, social media services, hosting providers, mapping services, analytics tools, payment processors, camera manufacturers, and other external providers.

VPiX does not own, operate, or control third-party systems and is not responsible for interruptions, data errors, outages, API changes, discontinued services, embedding restrictions, browser changes, platform policy changes, or modifications made by third-party vendors.

Troubleshooting, repair, restoration, redevelopment, or reconfiguration work resulting from third-party changes may be billed at prevailing professional services rates unless otherwise covered by an active support agreement.

8. Hardware, Cameras, and Accessories

All hardware purchases are final once payment has been received. Hardware includes but is not limited to cameras, lenses, rotators, tripods, lighting systems, computer equipment, accessories, and special-order products.

Hardware warranties, where applicable, are provided by the original manufacturer unless expressly stated otherwise in writing. VPiX may assist with manufacturer warranty coordination but does not guarantee manufacturer approval, replacement, repair timelines, or claim outcomes.

Customized equipment, special-order products, demo equipment, and bundled studio kits are non-refundable once ordered, purchased, configured, shipped, or placed into production.

9. Shipping, Delivery, and Inspection

Customer is responsible for inspecting all shipments within two (2) business days following delivery for visible damage, missing items, or shipping-related defects. Claims for shipping damage, shortages, or defects must be submitted in writing promptly and no later than three (3) business days after delivery.

Failure to provide timely written notice may constitute acceptance of the shipment and may limit or eliminate available shipping, insurance, or replacement remedies.

VPiX shall not be liable for delays caused by carriers, customs, import delays, weather, supply chain disruptions, strikes, labor shortages, address errors, customer-requested delays, or events beyond VPiX's reasonable control.

International customers are responsible for duties, taxes, tariffs, VAT, customs fees, brokerage fees, and other governmental or carrier charges unless otherwise agreed in writing.

10. Training, Workshops, and Boot Camps

VPiX training may be delivered on-site, remotely, via webinar, through recorded sessions, or through scheduled boot camps. Training fees are non-refundable once scheduled.

Rescheduling requests require a minimum of three (3) business days advance notice. No-shows may be billed in full.

Training refunds, where approved by VPiX in writing, may be reduced by non-recoverable costs including materials, personnel time, software setup, hosting, shipping, administrative expenses, and third-party costs.

11. On-Site Photography Services

VPiX or its approved contractors may provide on-site photographic services including still photography, 360 photography, drone imagery, video, LiDAR capture, post-production, and related services.

All on-site work should be accompanied by a Scope of Work, shot sheet, or written project instructions. Customer is responsible for approving the scope, providing site access, coordinating authorized personnel, and ensuring that requested content is lawful and authorized.

If Customer does not provide a signed shot sheet or final instructions before the scheduled shoot and elects to have an on-site representative direct the work, Customer shall be responsible for the content produced, shot selection, access limitations, and any omissions resulting from the direction provided on site.

12. Custom Development

Custom software development, API integrations, white-label customization, reporting systems, special features, mobile applications, server configuration, design work, and consulting services are non-refundable.

All custom work should be defined in a Scope of Work describing deliverables, fees, milestones, timelines, and ownership terms. Unless expressly stated in writing, intellectual property rights transfer only after full payment has been received.

Quotes for custom development may be billed plus or minus ten percent (±10%) where estimates are affected by market conditions, hosting costs, third-party expenses, technical scope changes, or customer-requested modifications.

13. White-Label Servers and Licensing

White-label servers, dedicated hosting environments, custom media servers, private-branded platforms, and perpetual or enterprise licensing arrangements require a separate written agreement, proposal, or licensing contract.

Unless expressly stated in a signed licensing agreement, VPiX software is licensed on a subscription basis and no perpetual license, source code ownership, server ownership, or unrestricted transfer right is granted.

Custom server setup, migration, security, maintenance, bandwidth, storage, SSL certificates, backups, DNS configuration, and related work may be billed separately.

14. Payment Terms

Invoices are due according to the payment schedule specified on the applicable proposal, quote, invoice, SOW, SLA, licensing agreement, or subscription plan.

Late balances may accrue interest at the maximum rate permitted by applicable law. Customer agrees to pay all taxes, duties, assessments, governmental fees, storage, bandwidth, and third-party costs associated with purchased products and services.

Payments shall be made in legal tender of the United States of America unless otherwise agreed in writing.

15. Disputed Charges

Billing disputes must be submitted in writing within thirty (30) days of the invoice date or charge date. Failure to dispute charges within thirty (30) days constitutes acceptance of the invoice or charge.

Dispute notices must include the invoice number, transaction date, account name, amount disputed, and a concise explanation of the issue.

16. Chargebacks

Customer agrees to contact VPiX before initiating any chargeback, bank dispute, ACH reversal, wire reversal, refund demand, or payment processor dispute.

Improper chargebacks may constitute breach of this Agreement. VPiX reserves the right to suspend services, disable accounts, pursue collection remedies, and recover damages resulting from wrongful chargebacks.

17. Limitation of Liability

To the maximum extent permitted by law, VPiX shall not be liable for lost profits, lost sales, lost revenue, lost data, lost content, business interruption, incidental damages, special damages, indirect damages, or consequential damages.

VPiX's total cumulative liability shall not exceed the amount paid by Customer during the twelve (12) months preceding the event giving rise to the claim.

VPiX does not guarantee uninterrupted service, permanent hosting availability, error-free operation, search engine performance, third-party platform compatibility, or continued availability of external APIs, browsers, devices, or operating systems.

18. Indemnification

Customer agrees to defend, indemnify, and hold harmless VPiX and its officers, directors, employees, contractors, affiliates, licensees, photographers, and agents from any claims arising from Customer-provided data, Customer content, third-party integrations, photography assignments, client disputes, intellectual property claims, privacy claims, Customer misuse of services, or violations of law.

19. Attorney Fees and Collection Costs

In the event collection efforts become necessary, Customer shall reimburse VPiX for all collection costs including attorney fees, court costs, collection agency fees, expert witness fees, and enforcement expenses, whether or not litigation is filed.

20. Governing Law

This Agreement shall be governed by the laws of the State of Colorado. Exclusive venue for all disputes shall be El Paso County, Colorado.

21. Restricted Countries and Compliance

VPiX does not provide products, services, software, hosting, support, training, or licensing in violation of U.S. export control laws, trade sanctions, OFAC restrictions, or other applicable government regulations.

Transactions involving restricted countries, prohibited parties, sanctioned individuals, SDN-listed entities, or prohibited end uses are strictly forbidden. VPiX may refuse, suspend, or terminate service where compliance concerns exist.

22. Entire Agreement

This Agreement, together with any executed SOW, SLA, proposal, quote, purchase order, licensing agreement, or Change Order, constitutes the entire agreement between the parties and supersedes all prior discussions and understandings.

No amendment shall be effective unless made in writing and signed by both parties.

This VPiX sales policy becomes effective and in force when you accept the terms of the VPiX VULA by activating the VPiX back office and beginning to use it.

23. Contact Information

VPiX®
590 Hwy 105, Suite 276
Monument, Colorado 80132-9125

Accounts Receivable: ar@vpix360.com
Support: support@vpix360.com
Main Office: (719) 481-3160
Website: www.vpix360.com