The purpose of these General Terms and Conditions (hereinafter "Terms and Conditions") is to define the conditions of execution of any Purchase Order concluded between NFINITE, a simplified joint-stock company, whose head office is located at 9-13 rue Jean-Paul Alaux, 33100 Bordeaux and registered in the Bordeaux Trade and Companies Register under number 818 935 421 ("NFINITE"), and any natural or legal person authorized to sign the Order Form either for its own benefit or for the benefit of a third party it represents and/or for which it works (hereinafter "Customer"). Any acceptance of an Order Form by the Customer irrevocably entails the acceptance of these General Terms and Conditions in their entirety, unless otherwise provided for in the Special Conditions of the Order Form.
The terms defined below may be used in both the singular and plural and have the meaning given below. Other terms may be defined in the various sections of these Terms and Conditions, and also apply to the contractual relationship between the Parties.
The Terms and Conditions applies to the Order Form of which it is an integral part with any Specific Terms and Annexes (together the " Contractual Set"). In the event of a discrepancy between one or more provisions of this Contractual Set, the documents shall prevail in the following order:
(1) This Master Service Terms and Conditions;
(2) The Order Form and its Special Terms;
(4) The applicable Annexes.
In the event of a discrepancy between one or more provisions set out in documents of the same rank (or between successive versions of any of these documents), the most recent document shall prevail.
3. DURATION OF THE CONTRACT
This Terms and Conditions applies from the Start Date indicated on the Order Form for the Term originally provided for in the Order Form. Unless otherwise specified, the Annexes shall have the same duration as the Terms and Conditions. The Order Form will be tacitly renewed each year, unless the Customer notifies the Service Provider in writing of his wish to terminate the contractual relationship at least ninety (90) days before the renewal.
3. Termination in case of bankruptcy.
Either Party may terminate any Order Form, without incurring any liability to the other Party, by written notice in the event of (i) the commencement of receivership or liquidation proceedings or any judicial decision having equivalent effect and, in the cases provided for by law, after silence or refusal to opt for the continuation of the Order Form by the administrator or liquidator; or (ii) cessation of activities regardless of the cause.
4. Transition period.
Notwithstanding anything to the contrary contained in these Terms and Conditions, the Order Form or the Annex, NFINITE shall, at Customer's request, continue to provide the Services for a Transition Period not exceeding ninety (90) days after the effective date of any termination (the "Transition Period"). The Customer must continue to pay for the Services rendered during the Transition Period (if the Services have not already been prepaid).
In the event of termination or expiration of the Order Form for any reason, all provisions of these Terms and Conditions whose meaning requires that they survive will survive the expiration or termination of the Order Form, including, but not limited to, the sections relating to intellectual property, confidentiality, warranties, indemnification and liability and any applicable Annex.
4. ACCESS AND LICENSE TO USE THE SERVICE1.License to use.
5. CUSTOMER ACCOUNT
NFINITE recommends that the Customer regularly save its Content on a second medium independent of the Solution offering a Storage Service. NFINITE may limit the storage capacities offered by the Solution, as may reasonably be expected from the provision of the Services, by technical measures such as the imposition of limits on file size, storage space or processing capacity. NFINITE may suspend the Services until the Customer complies with the storage space limit associated with the Customer's account. At the end of the license term, NFINITE will use commercially reasonable efforts to allow Customer to transfer its Content out of the Services. The transfer must be made within 30 days of the date of termination or expiration of the license. At the end of this 30-day period, NFINITE reserves the right to delete the Customer's Content. Customer is solely responsible for downloading any Content it has stored in the Services before the license terminates.
2. User Behavior.
6. OBLIGATIONS OF THE PARTIES
The Parties agree to actively collaborate and keep each other informed of any activity that may have an impact on the proper execution of the Order Form. The Parties undertake to communicate to each other all the information and documents in their possession, or to facilitate access to them to the other Party to the extent that they are necessary for the performance of the Services. The Parties shall take all necessary measures with regard to their respective personnel in order to facilitate the implementation of these Terms and Conditions throughout its duration, and in particular to ensure the availability and proper cooperation of their competent personnel.
1) NFINITE’s obligations
As part of these Terms and Conditions, NFINITE undertakes to:
2) Customer’s obligations
The Customer undertakes to:
Customer agrees not to (i) sell, license, make available the Solution or Services in whole or in part, (ii) disclose or use any Service for the benefit of any person other than Customer (iii) upload any Malicious Program into the Solution or Services (iv) use any Content or Service beyond the right it has purchased, as provided in the relevant Order Form, (v) except to the extent permitted by applicable law, disassemble, reverse engineer or decompile the Solution (vi) build a program or Service using ideas or functions similar to the Solution that would infringe NFINITE's intellectual property rights.
7. SERVICE LEVELS
1. Commitments based on availability rate
Within the scope defined above, NFINITE commits to a service availability rate of 95.9% per year from the Start Date. "Availability" is thus defined between the Parties, as the ability to access the Services without them being affected by a Major Incident (as defined below). It is specified that this availability rate is observed twenty-four hours a day, seven days a week (24/7). Notwithstanding the foregoing, NFINITE will use its best efforts to schedule maintenance of the Services outside of Business Hours. Thus, the availability and performance of the Services may be disrupted outside of Business Hours, by backup tasks or automatic processing. Interruptions during the Service Availability range for which the Customer has been notified 1 day in advance are excluded from Availability.
2. Incident Types
For the purposes of these Terms and Conditions, the term "Incident" means any unplanned interruption or decrease in the quality of the Services. Incidents are distinguished according to two priority levels, described below:
Any incident falling within the Scope defined in (1) of this Article preventing the Use by the Customer of the Services of the Platform. In particular, a Major Incident is considered to be an incident that prevents the Customer from creating or displaying static and dynamic Visual Content on its website.
Any incident falling within the Scope defined in (1) of this Article partially preventing access to and/or use of the Platform Services (except as provided for in the definition of the Major Incident above). In particular, a minor incident is considered to be an incident that does not prevent the Customer from creating or displaying static and dynamic Visual Content on its website.
3. Incident Notification
In the event of an Incident, the Customer undertakes to notify NFINITE of the occurrence of the Incident, as soon as it is known.
This notification will be made to NFINITE by sending an e-mail to the following e-mail address: firstname.lastname@example.org.
Upon receipt of the Customer's incident notification, NFINITE will acknowledge receipt to the Customer of the opening of the corresponding incident ticket. In the event of a technical incident notified by the Customer, NFINITE will acknowledge receipt by e-mail within the following deadlines:
For a Major Incident
At the latest within 8 business hours from the notification of the incident
For a Minor Incident
At the latest within 24 business hours from the notification of the incident
The following are excluded from the calculation of deadlines:
For a Major Incident
NFINITE undertakes to a maximum recovery time and/or circumvention of the service of 24 business hours from the notification of the incident.
For a Minor Incident
NFINITE undertakes to a maximum recovery and/or circumvention time of the service of 48 business hours from the notification of the incident.
The following are excluded from the calculation of deadlines:
In the event of non-compliance with the commitments to process and/or resolve Incidents within the deadlines provided for in (4) and (5) of this Article, the amount of service credits payable will be calculated as follows:
In the event of non-compliance with the commitments on the availability rate of the Service as defined in (1) of this Article, the Customer may claim service credits, provided that this non-compliance results from a fact directly and solely attributable to NFINITE.
The application of service credits can only take place to the extent that the Customer complies with the procedure for requesting service credits, namely the sending by email to email@example.com of a request for service credits, maximum six (6) months after the Incident causing the service credits. NFINITE cannot guarantee that the Customer's claim will be up to date in the event of non-compliance with these terms.
The amount of the service credits is calculated as follows:
D = observed annual availability rate
% annual billing
95.0% < D < 95.9%
93.0% < D < 95.0%
D < 93.0%
The total amount of the service credits may in any event not exceed twenty percent (20%) of the amount excluding tax invoiced by NFINITE for the provision of services covered by this contract.
By express agreement, the sums due in respect of service credits for non-compliance with service quality commitments constitute for the Customer a lump sum compensation covering the damage suffered and exclude any claim for damages for the same reason.
Failure to comply with a Service Level commitment guaranteed by NFINITE does not relieve the Customer of its obligation to pay the Total Price of the Order to NFINITE. Any penalty may only be claimed by the Customer within 6 (six) months of the Incident giving entitlement to the claim for compensation. Penalties in the event of non-compliance with Service level commitments will be the subject of a valid credit note on invoices due.
NFINITE will apply the service credits annually and will establish the corresponding credit without delay.8. STAFF
NFINITE is solely responsible for the selection of its team members. The personnel of NFINITE assigned to the execution of these Terms and Conditions remain in all circumstances, under the sole hierarchical and disciplinary authority of NFINITE, that assumes solely the administrative and social management.
The Customer is solely responsible for the choice of the members of his team. The Customer's personnel assigned to the execution of these Terms and Conditions remain in all circumstances, under the sole hierarchical and disciplinary authority of the Customer, which alone ensures the administrative and social management.
The Customer hereby acknowledges and approves that the Services provided by NFINITE, including 3D modeling and content creation, are performed by NFINITE's network of partners and subcontractors.9. CONTACTS
Each Party undertakes to designate a privileged interlocutor in charge of relations (hereinafter "Representative") with the other Party.
The Customer appoints a Representative with a good knowledge of the Customer's Information System, the Services performed and all the Customer's needs under these Terms and Conditions.
The Customer's Representative will have the following main missions:
Each Party and/or the third parties that have granted them a license shall remain the owner of all intellectual property rights (and any other right, title or interest) in any software, documentation or other material owned by, or licensed to, that Party prior to the effective date of these Terms and Conditions (together, the "Pre-Existing Material"). Nothing in the Contractual Set shall be construed as granting any Party any intellectual property rights (or any other right, title or interest) in the other Party's Pre-Existing Materials, except as expressly granted under these Terms and Conditions. For avoidance of doubt, the Customer's Materials constitute the Customer's Pre-Existing Materials and the NFINITE Materials constitute the Service Provider's Pre-Existing Materials.
The Customer acknowledges that NFINITE markets the same Services to other Customers (in the retail sector or other markets) through the Solution developed by NFINITE.
Any improvement to the Solution occurring during the execution of the Order Form and used by the Customer as Services, including but not limited to APIs or other connection points, documentation or source code, is automatically and irrevocably vested in NFINITE and considered the intellectual property of NFINITE, whether or not such improvement can be interpreted as creating any intellectual property right comp elementary to the Solution.
In addition, in the event that the Customer has created a code such as, for example, APIs in connection with the Solution, this code will be the property of NFINITE.
NFINITE may provide Professional Services, such as implementation, development, design, testing, project management and consulting. NFINITE will provide Professional Services to the Customer as agreed in the corresponding Order Form. Each Order Form will specify the terms applicable to the Professional Services ordered by Customer, including their scope, milestones, fees, acceptance criteria and duration. Any modification of an Order Form must be the subject of a prior written and signed request for modification of the project.
Customer acknowledges that in order for NFINITE to provide the Services, Customer must provide NFINITE with Customer's Materials, including:
Customer grants NFINITE a limited, royalty-free, non-exclusive, non-transferable, revocable, non-sublicensable license to use Customer's Materials under the Order Form and for the internal improvement of the Solution.
Customer grants NFINITE a limited, non-exclusive, worldwide, royalty-free license to host, copy, display, use and reproduce Customer's Materials solely for the purpose of performing the Services covered by such contact. The Customer warrants to NFINITE that the Customer's Material does not violate industrial or intellectual property rights or any other rights belonging to a third party. The Customer shall indemnify NFINITE for the amount of any damages awarded and reimbursement of attorneys' fees that NFINITE may be ordered to pay due to a breach of this guarantee.
The Customer agrees not to use the Service or its Documentation in any way whatsoever, in order to design, produce, distribute or market a similar, equivalent or substitute software.
NFINITE grants the Customer, who accepts, the rights mentioned below on the 3D, subject of the present document. The Customer will be able to use these rights for his own benefit:
Each of the rights thus assigned to the Customer may be freely exploited one or more times, successively or simultaneously, by the latter, in all of the Customer's publications or sites and in all of the latter's archives.
This transfer will survive the termination of contractual relations for whatever reason.
NFINITE declares that it has obtained from the physical or moral persons who participated in the realization of the 3D, the rights to transfer them in accordance with the needs defined by the Client in terms of exploitation of the 3D.
Likewise, NFINITE expressly waives the right to mention its name on the media reproducing the 3D files, within the framework of their exploitation under the conditions set forth in the present Contract.
The present Terms and Conditions do not give the Customer any intellectual property right on the Solution, which remains the full and exclusive property of NFINITE.
As such, NFINITE expressly reserves the exclusive right to intervene on the Services to allow their use in accordance with their purpose. It is imperative that the Customer use the Services made available to the Customer by NFINITE in accordance with his needs, the Documentation and the provisions of these Terms and Conditions.
11. PRICE AND PAYMENT OF THE SERVICE
The financial terms of subscribing to the Services are specified in Appendix 5 – Financial Conditions and/or applicable Order Form.
The price due by the Customer in return for the performance of the Services is specified in the corresponding Order Form.
NFINITE warrants that, during the term of an Order Form, the Services will physically perform in accordance with the applicable Service description.1. Power and authority.
NFINITE represents and warrants:
Each Party represents, warrants and undertakes to comply, at its own expense, with current and new laws, regulations or governmental requirements (collectively, the "Laws") throughout the term of the Order Form. In addition, each Party represents, warrants and undertakes that it and its independent contractors, agents and subcontractors who perform or participate in an Order Form are aware of, comply with, comply with the obligations set forth herein and, in the performance of their obligations, do not take or omit any action that would result in the violation by either Party (i) of the U.S. Foreign Corrupt Practices Act, (ii) any other applicable anti-corruption laws or (iii) any regulations promulgated under such laws. If a Party is unable to comply with a new law, the other Party may, in its sole discretion, suspend and/or terminate the Order Form upon notice as provided in Article 3(2).
13. LIABILITY AND INDEMNIFICATION
Customer agrees to defend, indemnify and hold harmless NFINITE and its shareholders, successors, assigns, officers, directors, employees, agents and representatives ("Indemnitee") from and against any Claim (as defined below) brought against, imposed on or incurred by an Indemnitee due to or in connection with (i) any suit or claim that Customer's Material infringes the rights of, or misapply the property of any entity or person, including, but not limited to, intellectual property rights; or (ii) any violation of applicable law by Customer.
2. Compensation procedure.
Upon receipt of a notification, regardless of the source, of claims against an Indemnitee, the Party responsible for compensation shall immediately take the necessary and appropriate measures to protect the interests of the Indemnified Party with respect to the claims. The Indemnified Party shall promptly notify the Indemnified Party of any claim, filing or service of a claim of which it becomes aware.
If an injunction or order is obtained against Customer's use of any Service, Deliverable and/or Material provided by NFINITE ("Infringing Material") for infringement NFINITE shall at its expense (i) provide Customer with the right to continue using the Infringing Material; or (ii) modify or replace the Infringing Material with compatible material, functionally equivalent and non-in counterfeiting; or (iii) if Solutions (i) and (ii) cannot be implemented, refund all fees paid in the current Order Form, subject to Customer's transition rights set forth herein.
For the purposes of this Article, the term "Claim(s)" means all foreseeable actions seeking compensation for direct and foreseeable damages, and procedural expenses.
5. Limitation of Liability.
EXCEPT FOR (i) A BREACH OF A PARTY'S CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 15, (ii) ARTICLE 10(2) ON INTELLECTUAL PROPERTY OR (iii) DAMAGES RESULTING FROM GROSS NEGLIGENCE, the liability of either Party (in total) under the Contractual Set shall not exceed an amount equal to 100% of the total fees paid by the Customer under the relevant Order Form.
Neither Party shall be liable to the other Party for any loss of profits, revenue, business opportunities or any indirect or consequential loss or damage arising in connection with the performance of an Order Form, even if the first Party was aware of the possibility that the other Party would suffer such loss or damage.
The Customer is informed that this limitation of liability has been thought of in a fair manner taking into account the consideration provided by NFINITE under these Terms and Conditions, including all commitments and guarantees binding NFINITE under the Customer's own commitments.
NFINITE shall in no event be held liable for (i) damages incurred as a result of the Customer's non-performance of its obligations, in particular in terms of delays or impediments caused by the Customer's provision of inaccurate or incomplete information; nor (ii) damages resulting from a defect in Software or Hardware of any kind provided by the Customer.
Neither Party shall be held liable in the event of the occurrence of a Force Majeure event as defined in Article 16 "Force Majeure".
14. PERSONAL DATA PROTECTION
"Personal Data" means any information relating to an identified or identifiable natural person, whether a customer of the Customer, an employee or another person in connection with the Customer. The Customer is the sole owner of the Customer's Personal Data.
2. Information Security.
NFINITE implements appropriate protection measures to ensure the security of its information system and Personal Data.
3. Aggregated use.
NFINITE undertakes not to use the Personal Data collected on behalf of the Customer except to the extent necessary for the performance of its obligations under these Terms and Conditions. The Parties agree to comply with their respective obligations under applicable Personal Data laws and regulations, including, but not limited to, EU Regulation 2016/679 of April 27, 2016 and, where applicable, the California Consumer Privacy Protection Act or other data protection law. For the performance of the Services, the Parties are considered respectively as Data Controller for the Customer, and as Processor for NFINITE.
The term "Confidential Information" includes, without limitation, (i) all information communicated by one Party to another that should reasonably be considered confidential, notwithstanding the fact that it has been identified as such at the time of disclosure; (ii) all information identified as confidential to which the other Party has access in connection with the subject matter of the Order Form, whether before or after the effective date; and (iii) the Contractual Set, as well as information disclosed in the course of its performance, such as, but not limited to, (A) all trade secrets, (B) deliverables, existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information relating thereto, and (C) information relating to Business Plans, Sales or Marketing Methods, and Customer lists or requirements.
2. Obligations of the Parties
With respect to any Confidential Information owned or received from one of the Parties (or one of its affiliates) (the "Disclosing Party"), the other Party (the "Receiving Party") shall:
This clause does not apply to Confidential Information:
Each Party shall (without limiting the rights or remedies of either Party under these Terms and Conditions or applicable law) promptly notify the other Party of any unauthorized possession or use of the other Party's Confidential Information by a third party of which it is aware. The Parties' obligations under this clause shall remain in full force and effect notwithstanding the termination or expiration of the Order Form for any reason. The Parties agree to comply with these non-disclosure obligations for the duration of these Terms and Conditions as well as for two (2) years following the date of expiration or termination of these Terms and Conditions.
Neither Party may be held liable for a breach or delay in the performance of its obligations when it results from an event of force majeure as provided for by the French Civil Code, including if such an event occurs with respect to a subcontractor or a third-party business partner (hereinafter "Force Majeure").
In the event of the occurrence of a Force Majeure event affecting the execution of the Order Form, the affected Party must immediately inform the other Party. The performance of the Parties' obligations will then be suspended.
In this case, the Parties undertake to discuss and, if possible, to implement all the means in their possession in order to mitigate the effects of the Force Majeure event. Notwithstanding the foregoing, it is agreed by the Parties that cybersecurity conditions and risks, including risks of malware attacks with an operational and/or destructive impact regardless of their origin, existing or reasonably foreseeable on the date of entry into force of the Terms and Conditions, do not constitute a Force Majeure event.17. ASSIGNMENT
Neither Party may assign its rights and obligations under the Contractual Set in any manner whatsoever (by business transfer, transfer of assets, merger or any other transaction) without the prior written consent of the other Party, which Party may not unreasonably or arbitrarily withhold, condition or delay such consent.
Notwithstanding the foregoing, each Party is entitled to freely assign the Contractual Set to its Affiliates.
Subject to the prior written consent of the Customer, NFINITE may subcontract the performance of all or part of its obligations under the Order Form. Notwithstanding the foregoing, the Customer authorizes NFINITE to subcontract all or part of its obligations under the Order Form to any affiliated company, upon signature of the Order Form or at any time during its execution.
NFINITE declares that subcontractors participate in the performance of the Services, the Customer irrevocably accepts these subcontractors.
Each Party shall refrain from making direct or indirect offers of employment to employees of the other Party who are engaged in the performance of the Order Form or who work on the Order Form in any capacity, even if the initial solicitation is made by the employees themselves, unless the other Party gives its prior written consent.
20. GENERAL PROVISIONS
Suspension of services. NFINITE may suspend or limit the use of all or part of the Services if continued use may result in material damage to the Solution and/or the Services or its Users. NFINITE will inform the Customer of such suspension or limitation if necessary.
Waiver. The fact that either Party has not requested, in the event of default, the performance of its rights and obligations as described in these Terms and Conditions, whether permanently or temporarily, shall in no way be considered a waiver of this provision. No waiver of any kind by a Party of any of its rights under these Terms and Conditions shall imply a waiver of those rights for the future.
The Contractual Set sets out all the obligations of the Parties. It supersedes all prior agreements and undertakings between the Parties regarding the subject matter of the Order Form, whether oral or written.
Either Party shall bring an action for any claim arising out of or relating to the Order Form within one (1) year from the date on which it became aware, or should have heard, of the facts giving rise to such claim(s).
Invalid Provision. If any provision of the Contractual Set is held to be void, it shall be deemed unwritten, without affecting the validity of the other provisions. The Parties may decide to substitute an invalid provision with a valid clause reflecting their original intention.
No partnership or agency. No association, partnership, employment, fiduciary or agency relationship exists between NFINITE and the Customer as a result of the Contractual Set or the use of the Services. Each Party is an independent contractor of the other Party.
Audit rights. NFINITE may, no more than once every 12 months, provided that it complies with a 7-day written notice to the Customer, appoint its personnel or an independent third-party auditor bound to confidentiality to inspect (including by manual inspection, electronic methods or both) customer's records, systems and facilities to verify that the installation and use of all Services comply with valid licenses granted by NFINITE. In addition, the Customer will provide NFINITE with all documents and information requested by NFINITE within 30 days of its request, so that NFINITE can verify that the installation and use of all services and software comply with the Customer's valid licenses. If verification reveals a lack of license for the Services, Customer shall immediately acquire the licenses required for proper use, as well as applicable subscriptions and maintenance and support Services. If the unpaid fee exceeds 5% of the value of the license fee, Customer will also pay the reasonable cost of verification.
Notifications. All notices, requests, requests, waivers and other communications required or permitted herein shall be in writing and shall be deemed to have been duly given (i) when delivered by hand or confirmed fax; (ii) one (1) day after delivery by night delivery with acknowledgment of receipt; or (iii) three (3) days after being sent by registered letter with acknowledgment of receipt to the address set out below, to the attention of the person signing the Order Form, or to the address and/or fax number that either Party will provide in writing to the other Party in accordance with this Section.
Notification of negative impact. If NFINITE is actually aware of a breach by NFINITE of its obligations under the Terms and Conditions or any other situation (i) that has had an impact or could reasonably have an impact on the maintenance of the financial integrity or internal controls of the Customer or any of its Affiliates, on the accuracy of financial records and reports, accounting, safety, manufacturing/production quality or human resources, or compliance with customer or affiliates' internal policies or applicable laws, or (ii) that has had or could reasonably have had another material adverse impact on the Services in question or on the business operations of Customer or any of its Affiliates, NFINITE must then promptly inform the Customer of such a situation and the expected impact or impact. If necessary, NFINITE and the Customer shall meet to formulate and implement an action plan to rectify such a situation and to minimize or eliminate such impact.
Governing Law and Dispute Resolution. The Contractual Set is subject to French law and the competent courts of Paris. Before any litigation action, the Parties will seek, in good faith, to settle amicably their disputes relating to the validity, execution and interpretation of the Contractual Set. The Parties shall meet in order to compare their points of view and make any findings useful to enable them to find a solution to the conflict between them. The Parties will endeavor to reach an amicable agreement within thirty (30) days from the notification by one of them of the need for an amicable agreement, by registered letter with acknowledgment of receipt.
Non-exclusivity. Each Party acknowledges and agrees that the rights granted to the other Party in these Terms and Conditions are non-exclusive and that, without limiting the generality of the foregoing, nothing in these Terms and Conditions shall be deemed or construed as prohibiting either Party from participating in trade agreements similar to those described herein.
Insurance. Both Parties declare that they are covered by a reputable and solvent insurance company for these Terms and Conditions. NFINITE declares that it is regularly insured with a notoriously solvent insurance company, covering damage that may be caused to Customer and/or any third party (including franchised or non-succursalist stores that would have wished to use its services), by itself or its employees during the execution of this agreement. NFINITE undertakes to provide any proof of this on first request.
NFINITE undertakes to maintain with a leading insurance company a Civil Liability policy, valid for the duration of the Terms and Conditions, covering the risks associated with their execution.
NFINITE will communicate each year a copy of its valid insurance certificate with the guarantee caps.
Counterparts. This Terms and Conditions may be issued in several copies or in two original copies, all of which shall be considered as a single instrument. The Parties consent to the use of facsimiles, electronic and/or digital signatures for the performance of these Terms and Conditions. These signatures bind the Parties as if they were an original signature. Facsimile, electronic and digital copies of the Terms and Conditions, including duly signed PDF versions of the Terms and Conditions, shall be considered an original instrument by the Parties.
DESCRIPTION OF SERVICES
NFINITE provides the Services through the Solution named "nfinite™", which provides Integrated Product Scanning and Virtual Photo Studio Decor Creation Services, Self-Service Product Visual Creation Services, and hosted online publishing services through:
All elements of the Solution: The Professional Services Platform and NFINITE's proprietary technology and software are referred to herein as the "Services" and may be modified from time to time at NFINITE's sole discretion, provided that such modification does not materially reduce the functionality of the Solution.
Customer acknowledges that the Services are in continuous development and evolution to adapt to the evolution of technology and the needs of the retail sector. Therefore, the functional scope of the Services is not definitive but indicative, provided that any modification does not materially reduce the functionality of the Services.
Creating a digital twin
Creation by NFINITE of the 3D model of the Customer's Product (according to NFINITE's 3D specifications).
Variation of geometric models
Physical/geometric variation of existing 3D models.
Integration of a new texture in the Platform database.
Apply texture to a model.
Adaptation of an existing model to comply with NFINITE 3D specifications
Retouching of the model to comply with the standards of the Platform.
Creation of the decor with the artistic direction of NFINITE
Creation of a custom Decor according to the Customer's memo.
Set design with the client's artistic direction:
Creation of a tailor-made Décor according to the Client's memo and under his artistic direction.
Variation of the setting’s scenario
Creation of a variant of a Set with a new scenario, including but not limited to the positioning of the furniture, the organization of the scene and the change of product categories,
Creation of several image renderings to create a 360° experience that the Customer can display on its digital pages.
High definition rendering
Rendering visual content in a definition higher than that provided by default in the Platform.
By default, the Platform allows the creation of 2,048 pixels and 4,096 (on the larger side) pixels of each asset.
The Platform is an online software that provides companies with an end-to-end CGI merchandising solution. The Platform allows the Customer to:
Subscription and account
NFINITE will provide the Customer, during the term of the Terms and Conditions, with access to the Solution as described in the Order Form, subject to the terms of these Terms and Conditions.
To access and use the Solution, Customer must create an account ("Account"). When creating the Account, the Customer must provide up-to-date, complete and accurate information. The Customer is solely responsible for maintaining the security of the Account and must take all necessary measures to protect the Account password against disclosure. The Customer is fully responsible for the use of the Account by himself and by third parties. NFINITE shall not be liable for any loss and/or damage resulting from the Customer's failure to comply with this section. The Customer agrees to inform NFINITE as soon as possible as soon as he becomes aware of any unauthorized use of the account or any other breach of security.
The Customer shall have the right to create other accounts for its employees and Affiliates under the same conditions.
In order to be able to use the Platform, the Customer may import his list of Products and either provide compatible 3D models for his Products (hereinafter referred to as "Digital Twin"), or order 3D models from NFINITE Professional Services. To be compatible with the Platform, 3D models must comply with NFINITE's 3D Model Specifications (hereinafter referred to as "NFINITE 3D Model Specifications").
The existence of a Digital Twin is a prerequisite for the use of the Platform.
The main functionalities of the Platform are described below without being limited by what is described herein and may be modified by NFINITE. Any substantial changes to the functionality will be notified to the Customer, and in the event of a substantial reduction in functionality, the Customer shall have the right to terminate the Terms and Conditions and receive a pro-rated refund of the prepaid fee.
The Platform offers the Customer the possibility to download:
The Platform offers the Customer the possibility to order specific Content, either directly from the Platform, or by email to NFINITE, with regard to personalized Content as described in the description of the Professional Services below and without limitation: 3D Modeling of Digital Twins, Creation of Sets or Adaptation of Sets.
Self-Service Content Creation
PackShooter™ is an online software allowing the Customer to create Visuals of a single Product using computer-generated imagery of the Customer's products hosted on the Platform (hereinafter referred to as "Packshots").
SceneMaster™ is an online software allowing the Customer to put Products from the Product List in pre-established locations into pre-existing scenes available on the Platform (hereinafter referred to as "Sets") to present its Products in a computer-generated Atmosphere / decorated scene derived from the selected Decor (hereinafter referred to as "Ambiance").
The Customer will be provided with "generic" Decorations (i.e. Decorations belonging to NFINITE and provided to the Customer with access to the Platform) or the Customer will have the opportunity to order his own "customized" Decorations through the Professional Services.
Packshots and Ambiances as well as all computer-generated images created through the Platform are hereinafter referred to as "Visual Contents".
The Decorations are divided into types of rooms (hereinafter referred to as "Pieces"). The first pieces available on the Platform are the living room, the office, the bedroom, the dining room. The kitchen, the bathroom, etc. will be open on the Platform in the future.
If a part is not yet available on the platform, it can be ordered through Professional Services.
Downloading Personal Content
Visual Content may be uploaded by Customers in the format of their choice, i.e. 2,048 pixels and/or 4,096 pixels (in the larger side). Other formats will be provided by the Platform in the future. If they are not available on the Platform, other formats may be ordered through the Professional Services.
The Customer acknowledges that the Services are in perpetual development and evolution to adapt to the evolution of technology and the needs of the distribution sector. Therefore, the Prerequisites are not final but indicative, it being understood that such a modification must not make the old 3D models compatible not compatible with the Solution.
3D MODELS ASSET SPECIFICATIONS
Provide Nfinite’ specifications for 3D models construction & preparation. 3D models created by our clients, contractors & suppliers must conform to our standard to be processed by our scripts and tools.
This specifications try to be as broad as possible. Please contact Nfinite if you have any question
Models should be exported in ALL the following file formats: MAX
We provide only FBX, OBJ, GLTF, GLB or USDZ files, but we never provide MAX files.
We use the millimetre as the base unit for modeling. Here is a list:
NB: the base unit is different for various model format because of their respective official specification.
The purpose of this document is to define all terms used in the context of the Solution.
nfinite™: the Solution accessible on my.nfinite.app.
Accessories: a generic object that can be used to decorate a Product or Visual. An Accessory is the property of the organization "NFINITE" and may not be sold.
Atmosphere: a Visual of several Products, placed in a Decor (i.e. a variant of Decor where products of the same categories are switched within the same position in the Decor).
Texture Application: Applying a texture to an existing Digital Twin (3D model).
nfinite Category: an element of the classification of Products, specific to nfinite™.
Custom category: an element of the customer's own classification of its Products.
Order: an in-app Service ordered by a User.
Texture creation: Creating a new texture in the nfinite database.
Credits: nfinite currency used to order In-app Services.
Décor: 3D scene embellished by structural elements - for example, walls, doors, windows, fireplaces -, Accessories, lighting and cameras. Some Accessories are reserved areas that will be replaced by customers' products. A décor may not have structural elements or accessories, for example a décor for classic packshots presenting the product alone in an infinite white empty space.
The decorations can be either "generic" - that is to say they are the property of NFINITE and can be used by any Customer - or "customized" - that is to say that they are the property of a Customer organization and can only be used by its Users.
Sets can be either Classic or Premium
Classic décor: The Customer takes care of the artistic direction of the decor by providing NFINITE with a complete and detailed memo with the selection, position and arrangement of the products. NFINITE executes the Customer's instructions.
Premium Décor: The Customer provides a brief memo. NFINITE is in charge of the artistic direction.
Digital twin| 3D Model: A 3D digital object representing the shape and surface aspects of a Product (i.e. a 3D model).
Texture/mesh/geometry modification: Adaptation of existing 3D models to make them conform to nfinite prerequisites.
Organization: an entity administered by a NFINITE Customer and which includes all Users, Products and Decors of the Visuals.
PackShooter™: part of the application that allows Users to create Silo Photographs | Packshot.
Visual: an image of the Product. A Visual can be of one of two types: Packshots or Ambiance.
Product: what the Customer sells and for which he needs visuals.
Role: Defines everything a User is authorized to do within an Organization. There is an "Owner" role that can only be assigned to one User per Organization and has full access rights.
SceneMaster™: part of the application that allows Users to create Ambient Visuals.
Packshot: a Visual of a single Product with a white or transparent background.
The Studio: the nfinite team responsible for facilitating the success of Customers and the provision of non-self-service in-app Services.
User: any person or application that has access to NFINITE™. A User can therefore be a Customer, an employee of NFINITE,an application (belonging to NFINITE or a Customer). A User may have access to one or more Organizations. He has a Role for each of them. There are also Users who do not belong to any Organization - for example "Super Administrator" - reserved for certain employees of NFINITE.
Variation of a set: Structural modification of a 3D scene that can be ordered by the Customer. Structural change can be simple, medium or high.
Simple décor variation: Creation of an additional Decor Variation from an existing décor. The Customer will have the possibility to change the position of a maximum of 5 products, to change the materials of the floors and walls.
Average decor variation: Creation of an additional Decor Variation from an existing Decor. The Customer will have the possibility to change the categories (for example, replace a coffee table by a chair) of a maximum of 5 Products (in the same room category), and/or the Light Atmosphere (night/day).
Additional decor variation: Creation of an additional Decor Cariation based on an existing Decor. The Customer will have the possibility to change the destination of the room (for example, from the bedroom to the living room) and to change the angle of the camera or the composition, the arrangement of the objects.
The modification of the structural elements of the rooms (windows, walls, doors or ceiling, etc.) or the modification of the artistic direction and/or the guidelines will be considered as the creation of a new Decor.
As part of their contractual relations, the Parties undertake to comply with the regulations in force applicable to the Processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from 25 May 2018 (hereinafter, the "GDPR"), as well as Law No. 78-17 of 6 January 1978 on data processing, to files and freedoms (hereinafter, "the Data Protection Act") as amended.
The purpose of this Annex is to define the conditions under which the processor undertakes to carry out on behalf of the controller the personal data processing operations defined below.I. Definitions
For the purposes of these Terms and Conditions, the following terms shall have the definition below mentioned:
The Data Controller acknowledges and guarantees:
The Data Controller also undertakes to:
The Processor undertakes to:
The Processor may use another processor (hereinafter, the " sub-processor") to carry out specific Processing activities. In this case, he informs the Data Controller in advance and in writing of any envisaged changes concerning the addition or replacement of other subcontractors. This information must clearly indicate the subcontracted Processing activities, the identity and contact details of the subcontractor and the dates of the subcontract.
The Data Controller has a minimum period of one (1) month from the date of receipt of this information to submit its objections. This subcontracting can only be carried out if the Data Controller has not objected within the agreed period.
The sub-processor is obliged to comply with the obligations of these Terms and Conditions on behalf of and according to the instructions of the Controller. It is the responsibility of the original Processor to ensure that the sub-processor offers the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the Processing meets the requirements of the European Data Protection Regulation. If the sub-processor does not fulfil its data protection obligations, the original Processor remains fully liable to the Controller for the performance by the other processor of its obligations.V. Right of data subjects to information
VI. Exercise of the rights of individuals
It is the responsibility of the Data Controller to provide the information to the persons concerned by the Processing operations at the time of data collection.
VII. Notification of Personal Data Breaches
The Processor notifies the Data Controller of any Personal Data Breach as soon as possible and, at the latest, 72 hours after becoming aware of it. This notification is accompanied by any useful documentation in order to allow the Controller, if necessary, to notify this Violation to the competent supervisory authority.
The Processor must take the necessary steps to identify the causes of this Personal Data Breach and take all measures that it deems necessary and reasonable to remedy the origin of this Breach when such remedy is under the control of the Processor.
VIII. Security measures
The Processor must at all times have technical and organizational measures in place to prevent unauthorized access to the Personal Data and the use of the Personal Data for purposes other than those agreed for their transmission to the Processor.
The Processor represents and warrants that the security measures taken are in no way inferior to those required by applicable law or those that a person carrying out the same activity as the Processor would reasonably have taken for the protection of Personal Data against unauthorized access or use.
In cases where the Processor has obtained the prior authorization of the Controller for the transmission of Personal Data to a third party, the Processor must again take appropriate security measures allowing a secure transmission of Personal Data.
The Processor must protect and keep secure Personal Data as confidential information. The confidentiality requirements required by each of the commercial documents and/or confidentiality agreements signed between the Controller and the Processor shall apply to the Personal Data.
At the end of the provision of services relating to the Processing of this data, the Processor undertakes to destroy or anonymize all personal data provided by the Data Controller.
How to ask questions and exercise your rights
Customer Service, Privacy Officer
13, rue Jean-Paul ALAUX, 33100 BORDEAUX - FRANCE
Phone: +335 67 07 02 60
When you contact us, NFINITE strives to give you complete satisfaction in the protection of your Personal Data. Nevertheless, if you are still not satisfied, you also have the right to contact any competent data protection supervisory authority, such as the CNIL (Commission Nationale de l'Informatique et des Libertés) in France.
(1) General provisions
The Order Form provides for the number of credits purchased to by the Customer, according to the price list applicable at the time of subscription.
The prices indicated in the Order Form are conclusive. NFINITE reserves the right to update its pricing policy at any time, which can only apply to subscriptions to Services that are subsequent to this update, unless notice is given to the Customers at least 30 (thirty) days in advance. The Customers who do not accept the pricing policy modification may freely terminate their subscription to the Services.
NFINITE may, at its option, monitor the use of the Services and/or the Solution by the Customer, in order to verify compliance with the parameters of use, the number of credits as provided in the Order Form and, more generally, the provisions set out in these Terms and Conditions.
Unless otherwise expressly stipulated in one of the documents of the Terms and Conditions (or unless otherwise agreed in writing between the Parties), the obligation to pay the fees will constitute the entire responsibility of the Customer towards NFINITE.
Unless otherwise expressly stated, all amounts due to NFINITE under the Order Form are exclusive of taxes.
Any change in the Services and/or the execution conditions will have an impact on the price provided in the Order Form.
(2) Invoicing and payment method
NFINITE will submit invoices to Customer the bills for payment of fees on the dates and at the address indicated in the corresponding Purchase Order.
Customer shall pay each invoice no later than thirty (30) days from receipt of the invoice. In case of late payment, late payment penalties equal to 3 (three) times the legal interest rate in force as well as a fixed compensation for collection costs of 40 € will be due, in accordance with Article L441-6 of the French Commercial Code.
The Customer will have to reimburse NFINITE the additional costs incurred for the execution resulting from any additional request within the framework of the provision of Services. NFINITE will provide Customer with copies of receipts and other documentation regarding expenses for which NFINITE requires reimbursement of additional expenses incurred.
If NFINITE is required to pay or collect any national, state, local value-added, goods and services, or other similar taxes or duties on the basis of the Services pursuant to the Purchase Order, such taxes and/or duties shall be charged to and paid by Customer in accordance with the terms hereof; provided, however, that Customer shall not be required to pay any taxes on the basis of NFINITE's net income.
Customer's purchase of Services will always be made by means of an Order Form. NFINITE's invoices will reference the Order Form and will not exceed the billing amount specified on the Order Form, except when additional charges are incurred because of an additional request. NFINITE will submit invoices to Customer electronically. Invoices will be in English, will contain NFINITE's contact information, and will be in the currency specified in the Order Form.
In case of non-payment of an amount on the due date, NFINITE may suspend the execution of the Services fifteen (15) Working Days after receipt by the Customer of a written notice of non-payment, without prejudice to all damages, interests and indemnities to which NFINITE could claim. The Customer will not be entitled to any price reduction or any recourse to obtain such a price reduction, if NFINITE does not perform or performs imperfectly its obligations following a suspension of the performance of the Services caused by late payment. NFINITE will resume performance of the Services, immediately upon receipt of payment for the service.