TERMS AND CONDITIONS
These terms and conditions („Agreement“) govern your use of the services provided by PALAM, a 3D Studio, with its address at Am Wasserwerk 22F, 10365 Berlin, Germany, („PALAM,“ „we,“ or „us“) and any associated websites, applications, or software (collectively, the „Services“). By using the Services, you agree to be bound by this Agreement.
1 – DEFINITIONS
„Client“ refers to any individual, entity, or organization that engages PALAM to provide Services.„Content“ means any materials or information that is provided or made available by PALAM in connection with the Services, including but not limited to 3D models, animations, and images. „Fees“ means the fees payable by the Client for the Services provided by PALAM.
„Intellectual Property“ means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights in and to the Services, Content, and PALAM‘s proprietary technology and any derivatives thereof. „Project“ means any engagement between PALAM and a Client for the provision of Services, including any related deliverables.
2 – ENGAGEMENT
2.1. PALAM will provide Services to the Client in accordance with the terms of this Agreement and any agreed-upon Project scope of work.
2.2. The Client agrees to provide PALAM with all necessary information and assistance required to perform the Services.
2.3. The Client acknowledges and agrees that PALAM may subcontract any part of the Services to third-party contractors, provided that PALAM remains responsible for the quality of the Services provided.
2.4. The Client acknowledges and agrees that PALAM may use its name and logo in connection with its marketing and promotional activities.
3 – OWNERSHIP AND INTELLECTUAL PROPERTY
3.1. The Client acknowledges and agrees that PALAM owns all Intellectual Property rights in and to the Services and Content, including any derivatives thereof.
3.2. PALAM grants the Client a non-exclusive, non-transferable, revocable license to use the Content solely for the purposes of the Project.
3.3. The Client shall not use the Services or Content for any purpose other than the Project without PALAM‘s prior written consent.
3.4. The Client agrees to indemnify and hold PALAM harmless from any third-party claims arising from the Client‘s use of the Content or Services.
4 – FEES AND PAYMENT
4.1. The Client agrees to pay PALAM the Fees set forth in the Project scope of work or as otherwise agreed in writing.
4.2. All Fees are due and payable within 30 days of the date of invoice.
4.3. PALAM reserves the right to suspend or terminate the Services if the Client fails to pay any Fees when due.
4.4. All Fees are exclusive of any applicable taxes, which shall be the responsibility of the Client.
5 – WARRANTIES AND REPRESENTATIONS
5.1. PALAM represents and warrants that it will perform the Services in a professional and workmanlike manner.
5.2. The Client represents and warrants that it has the necessary rights to provide PALAM with all information and materials required to perform the Services.
5.3. The Client represents and warrants that its use of the Services and Content will not infringe upon any third-party rights.
6 – LIMITATION OF LIABILITY
6.1. PALAM shall not be liable for any indirect, incidental, consequential, or special damages arising out of or in connection with this Agreement.
6.2. PALAM‘s liability for any direct damages arising out of or in connection with this Agreement shall be limited to the Fees paid by the Client for the Services.
7 – TERMINATION
7.1.This Agreement shall remain in effect until the completion of the Project, unless earlier terminated by either party in accordance with this Section 7.
7.2. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of this Agreement by the other party.
7.3. PALAM may terminate this Agreement immediately upon written notice to the Client if the Client fails to pay any Fees when due.
7.4. Upon termination of this Agreement, the Client shall immediately cease using the Services and Content and shall promptly return or destroy all copies of the Content.
8 – CONFIDENTIALITY
8.1. Each party agrees to keep confidential any information received from the other party in connection with this Agreement that is designated as confidential or that should reasonably be considered as confidential.
8.2. Each party may disclose confidential information to its employees and contractors on a need-to-know basis, provided that such employees and contractors are bound by written obligations of confidentiality.
8.3. The obligations of confidentiality set forth in this Section 8 shall survive the termination of this Agreement.
9 – GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This Agreement shall be governed by and construed in accordance with the laws of Germany.
9.2. Any dispute arising out of or in connection with this Agreement shall be resolved through amicable negotiations between the parties.
9.3. If the parties are unable to resolve the dispute through negotiations, the dispute shall be referred to mediation in accordance with the rules of the International Chamber of Commerce.
9.4. If the dispute is not resolved through mediation, either party may bring an action in the courts of Berlin, Germany.
10 – MISCELLANEOUS
10.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
10.2. This Agreement may not be amended or modified except in writing signed by both parties.
10.3. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it.
10.4. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.5. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
By using the Services, you acknowledge that you have read, understood, and agreed to be bound by this Agreement. If you do not agree to be bound by this Agreement, you may not use the Services.