Persona3D General Terms and Conditions

Last Updated: July 1 2024

1. Scope and Application

1.1 These Terms and Conditions (“Terms”) apply to all services and products provided by Persona3D, including the creation of digital doubles, XR content, interactive entertainment experiences, consulting services, and any other related services (collectively referred to as “Services”).

1.2 By engaging Persona3D or accessing our Services, clients agree to be bound by these Terms. Any special agreements, modifications, or amendments to these Terms must be documented in writing and signed by both parties to be considered valid.

2. Definitions

2.1 “Client” refers to any individual, entity, or company that engages Persona3D for its Services.

2.2 “Deliverables” means the final products provided to the Client by Persona3D, which may include digital assets, metahuman models, animations, software, documentation, or other materials.

3. Services and Deliverables

3.1 Persona3D agrees to provide the Client with the Services as outlined in the specific project agreement or scope document.

3.2 Persona3D retains the right to determine the appropriate methods, tools, and personnel necessary for the execution of the project unless otherwise specified in writing.

3.3 Persona3D may engage subcontractors or third-party providers to deliver certain aspects of the Services, with the Client’s consent if required.

4. Fees and Payment Terms

4.1 Fees for Services will be specified in the project agreement or invoice and are exclusive of applicable taxes unless otherwise stated.

4.2 Payments are due according to the terms outlined in the invoice. Late payments are subject to a [monthly or weekly] interest charge of [rate]%.

4.3 If the Client fails to make payments as required, Persona3D reserves the right to suspend work until payments are made in full.

5. Intellectual Property and Ownership

5.1 Upon full payment of fees, Persona3D grants the Client a non-exclusive, non-transferable license to use the Deliverables as specified in the project agreement.

5.2 All proprietary rights, including but not limited to intellectual property rights in any templates, tools, software, or workflows used or developed by Persona3D, remain the exclusive property of Persona3D.

5.3 Clients may not modify, reproduce, distribute, or create derivative works from the Deliverables without prior written consent from Persona3D.

6. Confidentiality

6.1 Each party agrees to keep confidential any proprietary or confidential information received from the other party during the course of the project.

6.2 Confidential information may only be disclosed to third parties with the express written consent of the disclosing party or as required by law.

6.3 This obligation of confidentiality shall remain in effect even after the completion or termination of the project.

7. Warranties and Disclaimers

7.1 Persona3D warrants that it will perform the Services with reasonable care, skill, and diligence in accordance with industry standards.

7.2 Persona3D does not warrant that the Deliverables will be error-free or that they will operate without interruption. Persona3D will make commercially reasonable efforts to resolve any issues.

7.3 Except as expressly provided, Persona3D makes no other warranties, express or implied, regarding the Services or Deliverables, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.

8. Liability and Limitation of Damages

8.1 Persona3D’s liability for any claim arising out of these Terms, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client for the Services in question.

8.2 Persona3D shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

9. Termination

9.1 Either party may terminate the project agreement by giving written notice in the event of a material breach of these Terms by the other party, provided that such breach is not remedied within thirty (30) days of receiving notice of the breach.

9.2 Upon termination, the Client agrees to pay Persona3D for all work performed up to the date of termination.

10. Governing Law and Jurisdiction

10.1 These Terms and any disputes arising out of or related to these Terms shall be governed by the laws of the Netherlands.

10.2 Any disputes arising under these Terms shall be submitted to the exclusive jurisdiction of the courts of Utrecht, Netherlands.

11. Amendments

11.1 Persona3D reserves the right to modify or update these Terms from time to time. Clients will be notified of any substantial changes, which will take effect upon acceptance or continued use of Persona3D’s Services.

12. Entire Agreement

12.1 These Terms, together with any project agreement or invoice, constitute the entire agreement between Persona3D and the Client with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral.