Royalty Free License
Terms & Conditions for 3D Mesh-Healing Services
I. Introduction & Definitios
II. License Rights
III. License Term and Termination
V. Limitation of Liability
VI. Other Terms
I. Introduction & Definitions
This agreement is intended to be easy to understand, and to provide clarity for using 2D and 3D Templates (Stock Products) in the work you create (“Creations”). Some words in this agreement are given specific meanings. Words that appear initially in quotations, such as “you” and “Creations”, are defined in the text preceding the word. Other capitalized words are defined below:
“2D and 3D Templates (Stock Products)” is the collection of one or more digital files, packaged in the form of a product on the Site that can be identified by a product description or ID, and that is made available to you by VOXILION (on the site (including online shop), by E-Mail, by Post-Mail on hard drives or memory sticks or on other data storage devices handed over to you). A Stock Product may include 3D models, 2D texture maps, motion captures, photographs, imagery, application and plug-in software, materials and shaders, shapes and vector graphics, training materials, building components, sound effects, stock music, and videos. Additionally, a Stock Product may include a number of individual files of different file formats to make it easier for Customers to work in a variety of software applications (such as Meshmixer, Sculptris, Sketchup, Autodesk 123 Design, Photoshop CC, FreeCAD, AutoCAD, Lightwave, ZBrush, Solidworks, 3DS Max, Blender, Maya, Cinema 4D, etc.), and may also include other files (such as .jpg and other images used for texturing), and images or other files that are used for promotional purposes. For Customers and their use in Creations, this definition also includes derivative and intermediary files used for that purpose.
“Site” refers to the VOXILION websites, API’s, software applications or any approved means or utility either currently in existence or in the future; the software and source code used by VOXILION to provide such services; user interface layouts, designs, images, text, knowledgebase articles, program offers; site information provided in reports (such as popular keyword searches); and all other intellectual property protected under copyright, trademark, patent, publicity, or any other proprietary right.
“Purchase” is the acquisition of a Stock Media Product by you from the Site under this agreement, whether as a purchase of Stock Media Product made available at a price of greater than 0.- (CHF, Euro, US-Dollar or other currency), or a download of Stock Media Product made available at no charge.
“VOXILION” includes VOXILION, Ltd. (GmbH according to Swiss law) and all licensed affiliates and partners that distribute 2D and 3D Templates (Stock Products) on behalf of VOXILION.
“Product Page” is the product page or interface that displays 2D and 3D Templates (Stock Products) available for Purchase on the Site.
“Creations” are for example 3D-Printable 3D Objects, 3D Objects, 3D Graphics, 3D Renderings, 2D/3D Imagery, Computer Games.
“3D-Printed Object” is any object or part of an object or composition produced with a “3D-Printer” or a machine/device with the same or similar capabilities by additive manufacturing (AM), stereolithography, fused deposition modeling, extrusion, selective laser sintering, direct laser sintering, selective laser melting, casting, fabrication, stamping, machining, CNC-Milling, CNC-Electric discharge machining, etc.
“Computer Game” is a type of Creation that includes digital games, computer-based games, handheld electronic games, mobile games, online games, social games, game mods, and console-based games.
“Imagery” is a Creation made of any single image or sequence of images.
“Intellectual Property” means, copyright, trademark, trade secret, right of publicity, or any other proprietary right throughout the world.
“Editorial Context” means Licensed Material relating to events that are newsworthy or of public interest.
To make reading this agreement easier and less repetitive, the following constructions are used:
“Include,” including,” and “such as” are considered to be followed with “but not limited to.” Examples are used in this agreement to illustrate, rather than limit, the scope of the terms.
“The following restrictions”, “the foregoing restrictions”, and “subject to the restrictions” are considered to be followed with “in addition to all other restrictions applicable within this agreement.”
II. License Rights
VOXILION does not grant title or ownership in 2D and 3D Templates (Stock Products). All rights in Stock Products not expressly granted in this agreement are reserved by VOXILION for itself and/or its licensors. Stock Products might also be registered and protected under the Hague System for the International Registration of Industrial Designs.
2. Rights Granted / Condition of use
Use of the 3D and/or 2D Stock Products is only allowed under the following conditions:
Private or Research & Development or Business depending on the purchased license.
- use of the Stock Product or derivatives of it in any non commercial personal 3D/2D project including 3D Printing;
- use of the Stock Product or any derivatives of it for personal projects, anatomical study or 3D/2D portfolio work.
Purchasing a Private / Personal Single User License DOES NOT allow you for
- resale or public sharing of the Stock Product or any derivative of it in any 3D or 2D format;
- using the Stock Product or any derivative of it within a commercial product or project;
- promotion of a commercial product or project;
- use within a company or entity for research & development of a commercial product;
- any other use according to the non-allowance list below in the Business Commercial Project License section.
- use of the Stock Product within the confines of buyers entity for research and development of a commercial project;
- 3D/2D printing of the Stock Product for reference and study within the confines of buyers entity.
Purchasing a Research & Development License DOES NOT allow you for
- resale or public sharing of the Stock Product or any derivative of it;
- using the Stock Product or any derivative of it within a commercial product or project;
- promotion of a commercial product or project;
- any other use according to the non-allowance list below in the Business Commercial Project License section.
- use of a Stock Product to make physical Creations such as 3D printed works, prototypes, articles of manufacture, custom vehicles, furniture, jewelry, sculptural artwork, toys, and physical entertainment goods;
- integration of a Stock Product or any derivative of it into a for sale commercial project or product such as 3D/2D printed objects, video games, movies, and virtual reality experiences;
- art-display, museum-display, exhibitions, news, film, movies, television programs, video projects, multi-media projects, theatrical display, software user interfaces;
- architectural renderings, computer games, virtual worlds, simulation and training environments;
- corporate communications, marketing collateral, tradeshow promotional items, booth decorations and presentations;
- previsualizations, product prototyping and research;
- mobile, web, print, television, and billboard advertising;
- online and electronic publications of blogs, literature, social media, and email campaigns;
- website designs and layouts, desktop and mobile wallpapers, screensavers, toolbar skins;
- books, magazines, posters, greeting cards;
- apparel items, brochures, framed or printed artwork, household items, office items, lenticular prints, product packaging and manufactured products.
Purchasing a Business Commercial Project License DOES NOT allow you any action according to the following list (non-allowance list):
- You may NOT resale or publicly share or publish or distribute creations of Stock Products or any derivatives of it through another stock media clearinghouse or otherwise, for example as part of an online marketplace for photography, clip art, or design templates.
- You may NOT 3D print and re-3D scan Stock Products or any derivatives of it and resale or publicly share or publish or distribute creations of re-3D scanned Stock Products or any derivatives of it through another stock media clearinghouse or otherwise.
- You may NOT increase or decrease the level of detail or the resolution of a Stock Product or any derivatives of it and resale or publicaly share or publish or distribute it as your own creation of 3D-Printable 3D-Objects or 2D/3D Imagery through another stock media clearinghouse or otherwise.
- You may NOT make changes to the geometry of a Stock Product or any derivatives of it and resale or publicaly share or publish or distribute it as your own creation of 3D-Printable 3D-Objects or 2D/3D Imagery through another stock media clearinghouse or otherwise.
- You may NOT take a part or portion of a Stock Product or any derivatives of it and resale or publicaly share or publish or distribute it as your own creation of 3D-Printable 3D-Objects or 2D/3D Imagery through another stock media clearinghouse or otherwise.
- You may NOT add colour information (texture, a texture map) to the geometry of a Stock Product or any derivatives of it and resale or publicaly share or publish or distribute it as your own creation of 3D-Printable 3D-Objects or 2D/3D Imagery through another stock media clearinghouse or otherwise.
You may request authorization for a use not covered by this agreement (“Further Use”) by writing info@VOXILION.com. VOXILION is authorized to approve a Further Use if VOXILION finds in its sole judgment that the Further Use is substantially similar to another established use in this agreement, and authorizes the Further Use in writing and only against prepayment of an additional license fee.
3. Rights Granted under the Business Commercial Project License when Sharing Stock Products
If you Purchase as an employee of a corporate entity, sharing Purchased 2D and 3D Templates (Stock Products) with other employees of your corporate entity and inside your corporate entitiy is allowed. Not allowed is sharing with your parent company and/or its majority owned affiliates. Examples of allowed sharing include storing files on a networked hard drive, and aggregating 2D and 3D Templates (Stock Products) for later use in future Creations. You are responsible for any downstream distribution, use, or misuse by a recipient of a shared Stock Product. In all cases, sharing 2D and 3D Templates (Stock Products) with external people or entities is only allowed in the following situations, and with the following restrictions:
a. In the production of a Creation owned by you, if you are working in collaboration with external parties, and there is a need to share 2D and 3D Templates (Stock Products) for the development and production of your Creation, sharing 2D and 3D Templates (Stock Products) with those external parties is allowed. Any external party that receives Stock Products may only use 2D and 3D Templates (Stock Products) on your Creations and must take reasonable care to secure and limit access to 2D and 3D Templates (Stock Products) to that purpose.
b. In the production of a Creation owned by another entity (“your Client”), if you are working as a contractor andneed to share 2D and 3D Templates (Stock Products) with your Client, or any external parties working with your Client, sharing 2D and 3D Templates (Stock Products) is allowed, subject to the restriction that all parties may use 2D and 3D Templates (Stock Products) only for your Client’s particular Creation, and for successive versions of your Client’s Creation, such as sequel Imagery, sequel 3D printend Objects, Computer Games, 3D books, that utilize the same 3D models. All parties must take reasonable care to secure and limit access to 2D and 3D Templates (Stock Products) to the parties working on your Client’s Creation. For all other use by any party, 2D and 3D Templates (Stock Products) must be Purchased again to create a new license agreement governing that use.
4. Editorial Use Restriction for Some 2D and 3D Templates (Stock Products)
The following restrictions apply to any Stock Product affixed with an “Editorial” notice on its Product Page. The Editorial notice is one way to alert you that certain subject matter depicted by 2D and 3D Templates (Stock Products), such as a manufactured product under a brand name, may be protected by another party’s Intellectual Property rights (“Other-Party Intellectual Property”). Permitted use of Other-Party Intellectual Property in 2D and 3D Templates (Stock Products) is limited to news reporting in Creations of some cultural, editorial, journalistic, or otherwise newsworthy value, and includes news reporting on television and the internet. This restriction does not apply if you have the needed authorization to use the Other-Party Intellectual Property for your Creation, such as if you are the Intellectual Property owner yourself, or an Intellectual Property owner’s advertising team, hired party, or licensee purchasing that company’s product.
5. Other-Party Intellectual Property
VOXILION does not own or license any Other-Party Intellectual Property. VOXILION does not in any way make any representations or warranties about Other-Party Intellectual Property associated with 2D and 3D Templates (Stock Products). You are solely responsible for determining the need for and, if appropriate, obtaining any needed Other-Party clearance, consent, or release to use any Other-Party Intellectual Property in your Creations.
6. Promotional Images
Images displayed for the promotion of 2D and 3D Templates (Stock Products), such as preview images on the Stock Media Product’s Product Page (“Promotional Images”), may be used in Creations of Imagery, provided that the Stock Product itself has been Purchased and subject to the following restrictions:
i. You may NOT use a Promotional Image that has any added element which is not included as part of the Stock Media Product. An example of this type of restricted use is if the Stock Media Product contains a 3D model of an insect, and there is a Promotional Image of that insect rendered over a blue sky; however, the blue sky image is not included as part of the Stock Media Product. Other prohibited examples include use of Promotional Images from movies or advertisements that may have used Stock Media Product.
ii. You may NOT use any Promotional Image that has a logo, mark, watermark, attribution, copyright or other notice superimposed on the image without prior approval from VOXILION.
c. Business Logos
You may NOT use Imagery in any Creation that is a trademark, servicemark, or business logo. This restriction is included because the owners of these types of Creations typically seek exclusivity on the use of the imagery in their Creation, which is incompatible with the non-exclusive license granted to you under this agreement.
7. Creations of Computer Games and Software
Permitted Uses in Creations of Computer Games and Software: Subject to the following restrictions, you may include 2D and 3D Templates (Stock Products)
- in Creations of Computer Games, virtual worlds, simulation and training environments;
- mobile, desktop and web applications;
- and interactive electronic publications of literature such as e-books and electronic textbooks.
Restrictions on Permitted Uses of 2D and 3D Templates (Stock Products) in Creations of Games & Software and Credit for use in editiorial context
Your inclusion of 2D and 3D Templates (Stock Products) within any such Creation is limited to uses where a Stock Product is required to produce an interactive experience for the user. Such a permitted example of this use would be to include a 3D model of human anatomy in a medical training application, in a way that the 3D model may be manipulated or interacted with, and also where Imagery would not reasonably suffice for the intended use.
b. Access to 2D and 3D Templates (Stock Products)
You MUST TAKE all reasonable and industry standard measures to prevent other parties from gaining access to 2D and 3D Templates (Stock Products). 2D and 3D Templates (Stock Products) must be contained in proprietary formats so that they cannot be opened or imported in a publicly available software application or framework, or extracted without reverse engineering. You may NOT publish or distribute 2D and 3D Templates (Stock Products) in any open format, or format encrypted with decryptable open standards (such as WebGL or an encrypted compression archive).
c. Open Systems
You may NOT include 2D and 3D Templates (Stock Products) in Creations that have the general functionality for importing and/or exporting 2D and 3D Templates (Stock Products). An example of such a prohibited use is to include 2D and 3D Templates (Stock Products) as a starter library within a Creation that allows users to generally work with 3D models, even if the Stock Media Product itself is somehow protected and is not capable of being exported. Instead, the users of such a software application may Purchase 2D and 3D Templates (Stock Products) directly from the Site.
d. Virtual Good Sales
You may NOT import, upload, reproduce, make available, publish, transmit, distribute, or sublicense 2D and 3D Templates (Stock Products) in Creations of virtual goods or worlds for any 3D community (“Virtual World”), unless you or your Client owns the Virtual World platform and it complies with the foregoing restrictions.
e. Credit for use in editiorial context
All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: “[by VOXILION.com]“. If Licensee omits the credit, an additional fee in an amount up to five hundred percent (500%) of the License Fee may be payable by Licensee, at VOXILIONs’ sole discretion. The foregoing fee shall be in addition to any other rights or remedies that VOXILION may have at law or in equity. If credit was omitted for a free Stock Product a fee in an amount of Swiss Francs 3000.- (three thousand) may be payable by Licensee for each violation, at VOXILIONs’ sole discretion.
8. No Other-Party Intellectual Property reproduction in Physical Form
You may NOT reproduce Other-Party Intellectual Property in any Creation of Physical Form for any purpose.
9. 3D Industry Promotional Use
If VOXILION has granted you, as a hardware or software partner, access to priced 2D and 3D Templates (Stock Products) on a free-of-charge basis, your use of 2D and 3D Templates (Stock Products) is restricted to internal testing for your 3D software or hardware products, and to the promotion of your software or hardware products with Creations of Imagery provided that an attribution of VOXILION’s name and its Website (URL) are included. You agree that should any 2D and 3D Templates (Stock Products) be used outside of these purposes in ways that are normally allowed after a Purchase, that you will promptly Purchase the 2D and 3D Templates (Stock Products) and otherwise comply with the terms herein.
10. Unauthorized Use
If you use 2D and 3D Templates (Stock Products) in an unauthorized way, VOXILION may terminate your account and pursue other penalties, damages, losses, and profits VOXILION is entitled to under this agreement or at law or equity. The following are unauthorized uses that are explicitly prohibited:
You may NOT use 2D and 3D Templates (Stock Products) in a way that competes with the Site or the Stock Products themselves.
You may NOT re-distribute, resale, publicaly share, publish, or make 2D and 3D Templates (Stock Products) available to any third party except in the form of a permitted creation, or shared as authorized in this agreement.
c. Group Buying
You may NOT aggregate funds to Purchase 2D and 3D Templates (Stock Products) with one or more other parties. An example of this prohibited use is a website membership where members pool their money to make a single Purchase that is shared by the members of the group. Each such member must purchase Stock Products individually.
d. Stock Media Product Clearinghouses
You may NOT publish, distribute, or make 2D and 3D Templates (Stock Products) available through any online clearinghouse infrastructure.
e. No Obscene or Unlawful Use
You may NOT use 2D and 3D Templates (Stock Products) for any defamatory, harassing, obscene, or racist purpose, or to infringe any party’s Intellectual Property rights.
f. False Attribution
You may NOT misrepresent yourself as the creator of 2D and 3D Templates (Stock Products).
11. Credit for use in editiorial context
All Licensed Material used in an editorial context, must include the following credit line adjacent to the Licensed Material: “by VOXILION.com“. If Licensee omits the credit, an additional fee in an amount up to five hundred percent (500%) of the License Fee may be payable by Licensee, at VOXILIONs’ sole discretion. The foregoing fee shall be in addition to any other rights or remedies that VOXILION may have at law or in equity. If credit was omitted for a free Stock Product a fee in an amount of Swiss Francs 3000.- (three thousand) may be payable by Licensee for each violation, at VOXILIONs’ sole discretion.
III. License Term and Termination
Your right and license to 2D and 3D Templates (Stock Products) is perpetual, unless terminated as described herein
Your license grant is terminated immediately and without notice in the cases below. In such termination, you and any recipients of 2D and 3D Templates (Stock Products) must cease use, distribution, and destroy all copies of 2D and 3D Templates (Stock Products).
a. Reversal of Purchase
Your right and license to 2D and 3D Templates (Stock Products) are contingent on your Purchase of 2D and 3D Templates (Stock Products). Any payment reversal of a Purchase for any reason immediately terminates all rights granted under this agreement. Potential Reasons for a payment reversal include:
i. VOXILION reverses your Purchase at your request.
ii. VOXILION receives a charge back notice from your bank or credit card cancelling your Purchase and withdrawing the funds used for your Purchase.
iii. VOXILION determines in its sole discretion that your purchase was fraudulent.
iv. Your purchase was made and there is a bank transfer failure.
v. When you are granted delayed payment terms, and fail to make payments such that VOXILION sends you notice and terminates your account.
b. Failure to Abide by the License Grant
Material failure to abide by the terms of this agreement immediately terminates your right and license to 2D and 3D Templates (Stock Products). If you detect a violation of the license grant by you or any recipient of shared 2D and 3D Templates (Stock Products), and promptly report the violation to info@VOXILION.com, VOXILION will make a good faith effort to find an appropriate remedy to preserve your license grant.
You covenant, represent, and warrant to VOXILION that:
1. You have full right, power, legal capacity, and authority to enter into and perform this agreement, have obtained any third-party consent needed to do so, and, prior to any Purchase, had an opportunity to seek independent legal counsel.
2. You will not use 2D and 3D Templates (Stock Products) except pursuant to the terms of this agreement. Should you use Stock Products in an unauthorized way, you agree to any reasonable fee or penalty exercised by VOXILION under this agreement or applicable Swiss law. Each violation of these terms leads to a penalty of CHF 10’000.- (Swiss Francs ten thousand) if you are a natural person and of CHF 100’000.- (Swiss Francs one hundred thousand) if you are a corporate entity or similar entity (but not a natural person).
3. You will, prior to purchase, determine the need for and, if appropriate, obtain any needed third-party clearance, consent, or release to use Other-Party Intellectual Property shown in the digital rendering of 2D and 3D Templates (Stock Products), and shall not use 2D and 3D Templates (Stock Products) to infringe any party’s Intellectual Property rights.
4. You will immediately notify VOXILION of any Intellectual Property claim against your use of 2D and 3D Templates (Stock Products) or any other rights issue, before disclosing such issue to any third-party.
V. Limitation of Liability
1. 2D and 3D Templates (Stock Products) are provided on an “as is”, “as available”, and “with all faults” basis. VOXILION makes no representations, warranties, conditions, or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose, non-infringement, merchantability, or cosmetic attributes of 2D and 3D Templates (Stock Products), and does not guarantee the accuracy or completeness of specifications associated with 2D and 3D Templates (Stock Products), including measurements, weight, durability, 3D/2D-printability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.
2. VOXILION disclaims all express or implied conditions, representations, and warranties of any kind regarding Stock Media Products, including any implied warranty or condition of merchantability. Basically, VOXILION does not allow Purchases to be refunded.
3. You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining 2D and 3D Templates (Stock Products), including any damages resulting from computer viruses.
4. To the fullest extent permitted by law, VOXILION shall not be liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with Stock Products, even if VOXILION has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence). To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the preceding limitation or exclusion may not apply, but should be construed to the greatest extent applicable in such jurisdictions.
5. You agree to indemnify and hold VOXILION and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives (“VOXILION Parties”) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to, or arising out of your use of the Source Material or Creations.
VI. Other Terms
1. Entire Agreement
This agreement constitutes the entire agreement between you and VOXILION relating to your Purchase, unless you have a corporate license agreement with VOXILION. Corporate licenses are available with additional protections for additional fees. Please contact info@VOXILION.com if your organization requires a corporate license. VOXILION does not otherwise offer any other changes, additions, variations, or additional signed forms related to this agreement. No modification to this agreement will be binding, unless in writing and signed by an authorized VOXILION representative.
2. Material Breach
You agree that any material breach of these Terms will result in irreparable harm to VOXILION for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, VOXILION will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if VOXILION seeks such an injunction. Each material breach of these terms leads to a penalty of CHF 10’000.- (Swiss Francs ten thousand) if you are a natural person and of CHF 100’000.- (Swiss Francs one hundred thousand) if you are a corporate entity.
3. Import/Export Regulations
2D and 3D Templates (Stock Products) may be subject to the Swiss export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall with Stock Products:
(a) obtain any export, re-export, or import authorizations required by Swiss or Your local laws;
(b) not design, develop or produce missile, chemical/biological, or nuclear weaponry;
(c) and not provide 2D and 3D Templates (Stock Products) to prohibited countries and entities identified in the Swiss export regulations.
4. Governing Law/Jurisdiction
This agreement is governed by Swiss law, excluding conflict of law principles and the CISG (UN Convention on Contracts for the International Sale of Goods). Any action or proceeding arising out of or related to this agreement must be brought in the district court or – if the necessary requirements of Article 6 Swiss civil process order are fulfilled – in the commercial court of the city of St. Gallen, Switzerland, and both parties irrevocably submit to the exclusive jurisdiction of this courts. All notices, requests and other communications under this agreement must be in writing (e-mail and other text messages shall be deemed writings).
This agreement is written in English, but German is the official language in any conflict between the Parties brought in front of a court according to foregoing paragraph. By consenting to this Policy, you confirm that your command and knowledge of English is sufficient to understand the terms and conditions set forth herein.
Any notice under this agreement shall be via email to info@VOXILION.com, provided that you receive an acknowledgement email from a VOXILION representative within 5 business days. If no such acknowledgement email is received, notice must be in writing and delivered by mail to the following address.
9000 St. Gallen
VOXILION may not assign its rights under this agreement without providing you notice, except in the case of a bankruptcy, merger, acquisition, sale of all or substantially all of VOXILION’s assets to a subsequent owner or operator, or similar event. You may not assign your rights under this agreement without the prior written consent of VOXILION, which will not be unreasonably withheld.
This License Agreement is effective for use with Stock Products for use on or after August 12. 2015 (Version 1.0).
1. The placing of an order by you (the customer) by uploading a 3D Model and the acceptance of that order by VOXILION for 3D Mesh-Healing services creates a contract on VOXILION terms and conditions as set out below (Art. 1 Swiss Code of obligations, CO).
2. These terms apply in addition to the main contract. Terms and conditions of the client or any third party are excluded.
3. An order shall be deemed to be accepted when your 3D file/s is/are uploaded on the VOXILION server.
4. In exceptional circumstances and entirely at its own discretion VOXILION may accept an order given verbally by an existing or former client who has had notice of these terms and conditions; these terms and conditions shall apply equally to an order given and accepted.
5. VOXILION reserves the absolute right to refuse any order whatsoever and for whatever reason. Particularly in cases where VOXILION has reason to believe that acceptance and execution of the order will lead to a breach and/or infringement by VOXILION of criminal law, the laws of obscenity, libel and intellectual property rights (“IPR”).
FEES AND PAYMENTS
6. The fee payable by you for the execution of any order shall be as set out on the online 3D file upload, on the Contract, Quotation, Offer, Work Order or as otherwise agreed in writing with you.
7. VOXILION reserves the right to make additional charges at its own discretion when completion of an order is subsequently to the closing of the contract requested/required by the client.
8. All payments have to be done in advance – otherwise upload or download of 3D models is not possible and work results are retained by VOXILION and VOXILION owns the unlimited right of disposal and intellectual property rights of the work results.
9. All amounts payable by the client under these terms and conditions are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”, “MwSt”).
10. Payment is made by Credit Card through our Mesh-Healer online upload gateway.
11. All estimate / quotation prices are in US Dollars (USD) unless otherwise agreed. Goods and services supplied from other countries will be calculated at the prevailing current rate of the US Dollar (USD) or other currency at the time of the conclusion of the contract. VOXILION reserve the right to pass on to you exchange rate fluctuations in excess of 2 % of the rate shown at the date payment is made or received.
DESIGN, PRINT & PRODUCTION LIABILITY:
12.VOXILION will take all reasonable care in the handling and processing of all 3D models and other materials belonging to you.
13. The liability of VOXILION for loss or damage to your 3D Models is excluded since the client remains in possession of his or her original 3D Model.
14. Where original materials are submitted to VOXILION in the form of memory sticks, compact discs, external hard drives, or any other electronic or digital erasable media it shall be the responsibility of you to maintain your own master copy independently of the material submitted to VOXILION. On computer disk or other electronic or digital erasable media of which you do not have another copy, you shall inform VOXILION of that fact either before or when the material/s is/are submitted to VOXILION. If you fail to inform VOXILION, VOXILION’s liability for loss of or damage to any such material shall not exceed Swiss Francs (CHF) 50.– per item.
INTELLECTUAL PROPERTY RIGHTS:
15. You retain all the Intellectual Property Rights in any materials you supply to VOXILION.
16. It shall be your responsibility to ensure that all materials presented for processing, printing, copying, duplication, restoration or any other process of reproduction are free from any third party intellectual property claims.
17. If you are not the owner of the intellectual property right you warrant to VOXILION that you have otherwise obtained from the relevant rights owner a written and valid assignment of, all existing and future intellectual property rights in relation to any of the materials you supply to VOXILION.
18. You agree to indemnify and hold VOXILION harmless against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by VOXILION arising out of or in connection with the use by VOXILION of materials provided by you for the purposes of this order.
19. You acknowledge that the infringement of certain intellectual property rights can be both a civil wrong and a criminal offence.
PROOFS & ADDITIONAL WORK:
20. Additional work caused by omissions or ambiguity in your instructions or caused by additional instructions may incur an additional charge.
CANCELLATION & EXCLUSION OF REIMBURSEMENT:
21. Notice of cancellation of Mesh-Healer orders must be given in writing and is effective from the time of reception by VOXILION, during normal office hours 09:00-17:30 Monday to Friday, not including national (Swiss) and cantonal public holidays.
22. Reimbursement of the purchase price in connection with Mesh-Healer orders is not possible. Instead you will receive a voucher in the amount of the purchase price for future Mesh-Healer orders.
DELIVERY & EXCLUSION OF WARRANTY:
23. Dispatch of completed 3D Models will normally be by either Mesh-Healer internet upload or email, delivery by VOXILION own delivery service or any other carrier chosen by VOXILION or you. Where and when applicable VOXILION will charge for postage, package and delivery. The carrier shall be deemed to be the agent of you (the client) and VOXILION shall not be liable for any loss or damage occurring while the completed materials are in transit or held digitally by another agent.
24. You shall inspect the completed 3D Models on delivery and shall within five working days of delivery notify VOXILION of any alleged deficiencies. If you shall fail to notify VOXILION in writing the completed 3D Models shall be conclusively presumed to be in accordance with the contract and free from any deficiencies which would be apparent on a reasonable examination of the completed 3D Models and you shall be deemed to have accepted the completed 3D Models.
25. Mesh-Healing inevitably leads to changes in the polygon structure of your 3D model and UV maps might be changed or deleted partially or completely. VOXILION performs its Mesh-Healing 3D service to the best of its knowledge. However, VOXILION does not in any way warrant the accuracy or completeness of work, or the fitness of the work for the purposes that the client intends to use it, and accepts no liability for any inaccuracies in or the incompleteness of any such information.
26. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence (unless otherwise agreed between the parties). VOXILION shall not be liable for any delay in delivery of a work or materials that is caused by a force Majeure Event or your failure to provide VOXILION with adequate delivery instructions or any other instructions that are relevant to the supply of a 3D Model or materials.
27. Delivery of the 3D Models/works/materials shall be deemed to have been completed with the completion of the download via the Mesh-Healer internet interface.
28. VOXILION shall not be liable to you as a result of any delay or failure to perform its obligations under these terms and conditions as a result of a force majeure event.
29. VOXILION shall not be liable to the other party for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation (whether for loss of profit, business, goodwill reputation or otherwise and whether caused by negligence or otherwise) which arises out of or in connection with this agreement.
30. If the force majeure event prevents VOXILION from providing any of its services for more than 4 weeks, VOXILION shall, without limiting its other rights or remedies, have the right to terminate these terms and conditions immediately by giving written notice to you.
31. VOXILION may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under these terms and conditions to any third party or agent.
32. You shall not, without the prior written consent of VOXILION, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these terms and conditions.
33. A person who is not a party to these terms and conditions shall not have any rights under or in connection with it.
34. Except as set out in these terms and conditions, any variation, including the introduction of any additional terms and conditions, to these terms and conditions, shall only be binding when agreed in writing between the parties.
35. These terms and conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of Switzerland. The United Nations Convention dated 11th April 1980 on Contracts for the Sale of International Goods (CISG “Vienna Purchasing Convention”) and international private laws are excluded. The parties irrevocably submit to the exclusive jurisdiction of the courts of the city of St. Gallen, Switzerland.
LIEN & RETENTION OF TITLE:
36. In the event of non-payment in accordance with these terms and conditions for any works/materials created by VOXILION any licence that has been granted to you to use or reproduce the works/materials or images thereof shall be immediately revoked without further notice from VOXILION thereby rendering any reproduction of the image(s) by you a breach of copyright and/or other intellectual property rights for which VOXILION reserves the right to take such legal action as may be appropriate.
37. “We”, “us”, “our” or “VOXILION” means VOXILION GmbH, Gottfried-Kellerstr. 9, 9000 St. Gallen, Switzerland; and
38. “You” means you, the customer, the client, the company and/or the organisation who this Agreement is made with and includes any person/s that we reasonably believe are acting with you, the client, the company and/or the organisations authority.
39. “Agreement” means this agreement including all subsequent amendments.
40. “Business Days” means a day (other than a Saturday, Sunday and public holiday) on which banks in Switzerland (City of St. Gallen) are open for business (other than for the sole purpose of 24-hour electronic banking).
41. “Information” means any confidential and/or personally identifiable information or other information related to you, including but not limited to the following: name, email address, post/shipping address and phone number.
42. “Materials” means any 2D or 3D models, 2D or 3D prints, 2D or 3D photos or movies, transparencies or digital files/disks or physical materials.
9000 St. Gallen
This Terms & Conditions for 3D Mesh-Healing Services are effective for use on or after August 12. 2015 (Version 1.0).