Terms of Service

IMPORTANT: PLEASE CAREFULY READ THESE CURRENT TERMS AND CONDITIONS (THE “AGREEEMENT”) GOVERNING YOUR USE OF NFINITE’S DOCUMENTATION, PROPRIETARY SOFTWARE AND SERVICES USED TO PRODUCE PRODUCT CONTENT USING ARTIFICIAL INTELLIGENCE (THE “SCENEMAGIC AI SERVICES”) OR VIA THE CREATION OF 3D MODELS (THE “3D SERVICES”) FOR MARKETING AND PRODUCT PROMOTION PURPOSES (“COLLECTIVELY, SERVICES”). PLEASE NOTE THAT THE AGREEMENT DOES NOT COVER OTHER NFINITE SERVICES. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE LEGAL ENTITY YOU REPRESENT (“CUSTOMER”) AND NFINITE AND ITS SUBSIDIARIES AND AFFILIATES, AS APPLICABLE (“NFINITE”). BY CLICKING THE "I ACCEPT" BUTTON, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS REVIEWED, UNDERSTANDS, AND ACCEPTS THIS AGREEMENT. YOU WARRANT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR LEGAL ENTITY AND “CUSTOMER” REFERS TO THAT ENTITY. IF CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE NFINITE SERVICES. MAY MAKE CHANGES TO THE NFINITE SERVICES OR MODIFY THE TERMS AND CONDITIONS HEREIN AT ANY TIME. CUSTOMER’S CONTINUED USE OF THE NFINITE SERVICES AFTER MODIFICATIONS HAVE BEEN POSTED TO NFINITE’S WEBSITE AND THE EXPIRY OF 15 DAYS' NOTICE WILL SIGNIFY CUSTOMER’S ASSENT TO AND ACCEPTANCE OF THE REVISED TERMS. TO THE EXTENT ANY TERMS OF THIS AGREEMENT DIRECTLY CONFLICT WITH THE TERMS OF ANY FULLY EXECUTED WRITTEN AGREEMENT BETWEEN NFINITE AND CUSTOMER (“SUPPLEMENTAL AGREEMENT”), THE SUPPLEMENTAL AGREEMENT SHALL APPLY.

1.0 Order(s). 1.1 This Agreement includes any current or future purchase order for Services for 3D Services or SceneMagic AI Services, which may include specifications (collectively, the ‘Order’), submitted online or in written or electronic form between the parties. This Agreement also includes the Glossary as made available online by Nfinite. This Agreement shall be effective from the Effective Date until the last expired Order or until this Agreement is terminated in accordance with the terms herein.

2.0 Use of the Nfinite Services 2.1 Subject to compliance with this Agreement, Nfinite will provide the Services in accordance with this Agreement, written guides and guidelines that describe the Services, the operating instructions, getting started guides, user manuals, and help files, in written or electronic form, made available to Customer (‘Documentation’). The Services will be provided in accordance with their own specifications as indicated in the corresponding Order and in this Agreement. For the avoidance of doubt, the SceneMagic AI Services do not include any access to a platform, nor any generation of a 3D model of the Customer's products. On the contrary, the 3D Services require the prior digitization of the Customer's products, which may include 3D modeling or other multimedia elements representing the Customer's products (‘Digital Twin’). None of Nfinite's Services consist of the generation of images directly by the Customer through the insertion of prompts.

3.0 License to Supporting Visuals and Digital Twins. 3.1 As agreed in any Order, Nfinite will provide multimedia elements (lifestyle image, video, film, augmented or virtual reality image) representing the Customer's products in various contextual settings, such as staged with furniture, in furnished rooms, with decoration, in particular in order to show examples of product use (‘Supporting Visual(s)’). In the case of the provision of 3D Services, Nfinite will also create a Digital Twin of each product, which is a prerequisite for producing the Supporting Visuals. Subject to all terms and conditions of this Agreement, Nfinite hereby grants to Customer a limited, revocable, non-exclusive, non-transferable license including the right to host, copy, transmit, use, reproduce and display the Supporting Visuals and if applicable the Digital Twins as strictly limited to Customer’s lawful business purposes. Any such grant of license shall be without prejudice to Nfinite's proprietary rights, including but not limited to the ability to use the Supporting Visual and Digital Twins to enhance or promote the Services, or any of Nfinite's other services, or to resell or distribute the Supporting Visuals or Digital Twins to third parties. This Agreement does not grant the Customer any rights in the software and source code that Nfinite uses or incorporates to create the Supporting Visual or Digital Twins and/or to provide the Services (’Nfinite Technology’). For all intents and purposes, it is specified that the Nfinite Technology does not include the Supporting Visuals, the Digital Twins or any training data. It is expressly stated that the Supporting Visuals may be created either as part of the provision of 3D Services or as part of the provision of SceneMagic AI Services. The same license to the Supporting Visual is granted for both Services. In the context of the provision of SceneMagic AI Services, the Supporting Visuals correspond solely to 2-dimensional photo-realistic images.

4.0 Creation of Supporting Visuals. 4.1 Services. As part of the Services, Nfinite will provide Supporting Visuals which the Customer may use to promote its products and services. All Supporting Visuals are provided in accordance with the applicable Documentation and the Customer's Expectations. Nfinite will supply the number of Supporting Visuals determined by the Customer for each product, by the method of transmission determined between the parties in the Order or by any other means of written exchange and depending on the Service chosen (3D or SceneMagic AI).

4.2 SceneMagic AI Services. The provisions of this paragraph apply solely to the SceneMagic AI Service. The Customer shall provide an image of its Product and the dimensions of that Product for the creation of the related Supporting Visual. Supporting Visuals may only represent the Customer's Product from a single angle. Supporting Visuals are generated directly by Nfinite at the written request of the Customer as set out in an Order or any other means of exchange agreed between the parties. The Customer is free to provide information on its branding or inspirational elements to guide Nfinite's creation of the Supporting Visuals. Nfinite makes no binding commitment as to the timescale for the supply of the Supporting Visuals, nor as to compliance with any instructions concerning the Supporting Visuals not provided for in the Agreement or in the Order.

4.3 3D Services. The stipulations of this paragraph apply solely to the 3D Service. The Customer must provide specific instructions for any creation of a new Supporting Visual. The 3D Services include access to the Nfinite platform, which enables the Customer to create Supporting Visuals directly.

5.0 Customer Data. 5.1 Customer Data refers to all data provided by the Customer to Nfinite. Customer Data notably includes, but is not limited to, all information, products, images of the products, instructions or suggestions related to creation of the Digital Twins or Supporting Visuals. Customer Data may include software programming codes created or provided by the Customer in Customer’s use of the Services. However, Customer Data specifically excludes Supporting Visuals and Nfinite Technology. Customer represents and warrants that Customer has or will procure all rights necessary for its use of any Customer Data in conjunction with the Services. Customer will have sole discretion as to which Customer Data it will utilize in connection with Customer’s use of the Nfinite Services and shall provide any and all necessary disclosures. Customer owns all right and title and is solely responsible for any use of Customer Data during the Term of this Agreement. Customer hereby grants to Nfinite a non-exclusive, royalty-free, worldwide license during the Term extended by a further 20 years, to access, reproduce, de-identify or to otherwise use Customer Data solely for providing, supporting or improving the Services or any other Nfinite services.

5.2 Customer and Nfinite acknowledge that Customer Data should not include any third party personally identifiable information (“Personal Data”). However, to the extent Customer provides Personal Data to Nfinite Customer agrees that it will comply with all applicable data protection, laws, regulations, including without limitation the GDPR (EU 2016/679).

6.0 Data & Feedback. 6.1 Customer grants to Nfinite a non-exclusive, non-transferable, worldwide, commercial, perpetual, irrevocable, royalty-free license to use data from Customer’s use of the Service to: (i) provide and maintain Services; (ii) improve or offer new Services; (iii) measure performance of Services; or (iv) for any other lawful business purpose. To the extent that any Customer provides any suggestions, enhancement request, correction, ideas or other feedback regarding the Services (“Feedback”), Customer grants Nfinite a non-exclusive, worldwide, irrevocable, royalty-free license to reproduce, modify, create derivative works of, license, distribute and otherwise commercialize the Feedback as part of any of Services.

7.0 Restrictions of Use for Nfinite Services. 7.1 Customer agrees not to attempt to, nor allow any third party to: (i) copy or make derivative works of the Services, expand the rights of access or use beyond the Order, or make the Services available to any third party via sublicense, rent service bureau or time sharing basis, (ii) decompile, reverse engineer, or disassemble the Services or otherwise attempt to reconstruct or discover any source code, underlying ideas or algorithms of the Services; (iii) disclose or publish, without Nfinite’s express prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Services; (iv) use the Services to develop a competitive product offering promote or support any product or service that is competitive with the Services; (v) attempt to gain unauthorized access to the Services, including access to other Nfinite customer’s data; (vi) use the Services to store or transmit Customer Data in violation of the intellectual property rights of third parties or any racist, hateful, abusive, defamatory, obscene or discriminatory content; (vii) interfere with or disrupt the integrity or performance of the Services, or unreasonably burden the infrastructure utilized by Nfinite to deliver the Services; (viii) use the Services including the transmission of Customer Data, in any manner that violates any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency or political subdivision, whether federal, state, local, or foreign; or (ix) use, reproduce, distribute, or permit others to use, reproduce, or distribute any harmful code.

8.0 Additional Customer Obligations & Suspension. 8.1 Customer is solely responsible for any use of Digital Twins or Supporting Visuals, including but not limited to, any commercial or business use. To the extent that Customer requires any right or license to use Digital Twins or Supporting Visuals, Customer shall strictly comply with any such rights or licenses.

8.2 Customer is solely responsible for all activities required by or otherwise related to the development, production, delivery, updating and promotion of any technology outside of the Services, including but not limited to, the Customer’s websites, applications, or other technology used to interface with the Service (“Customer Services”). Customer is solely responsible for all Customer Services issues, including but not limited to, functionality, warranty, and technical and end user support.

8.3 Customer shall comply with all applicable laws in the performance of its obligations hereunder and shall promptly notify Nfinite if it reasonably believes that any use of the Services (i) violates law or the terms of this Agreement, or (ii) if Customer becomes aware of any actual or suspected unauthorized use of its account, usernames or passwords, or any other breach or suspected breach of security related to the Services.

8.4 Customer shall promptly fix any bugs in Customer Service or Customer Data that causes the Services to be accessed in a way that is not consistent with the Documentation or is otherwise detrimental to the performance of the Services.

8.5 Customer shall maintain and adhere to all commercially reasonable security measures to protect from unauthorized control, tampering, or any other unauthorized access.

8.6 Customer shall ensure that at all times during the term of this Agreement, Customer’s authorized users use of Services shall (i) conform to specifications set forth in the applicable Documentation and (ii) comply with all the terms and conditions of this Agreement and of the Order.

8.7 Customer shall regularly back up their Customer Data on a medium separate from the Services. Nfinite may suspend Services until the Customer no longer exceeds the storage space limit associated with Customer access to the Services.

9.0 Limited Warranties and Disclaimers. 9.1 The Services are provided to enable the Customer to create visuals of its products for the purposes of promoting, advertising, marketing and selling the latter (the ‘Purpose’). The Services must be consistent with the pursuit of this Purpose.

9.2 The preceding obligation will not apply if: (i) the Services provided are used inconsistent with this Agreement or the Documentation; (ii) if the Services or any part thereof, including the Supporting Visuals and the Digital Twins, have been modified without the prior written consent of Nfinite; or (iii) a defect in Services provided hereunder has been caused by any of Customer Data, Customer Services, or Customer’s written instructions.

10.0 Intellectual Property & Trademarks. 10.1 The Services, Nfinite Technology and Documentation, constitute Confidential Information and the valuable intellectual property, proprietary material, and trade secrets of Nfinite and are protected by applicable intellectual property laws of France and in the European Union. Customer acknowledges that except for the rights of access expressly granted to Customer in this Agreement, Nfinite shall retain all right, title and interest in and to the foregoing.

10.2 The Customer grants Nfinite the right to mention the corporate name, the commercial name, the sign, the logo and the trademarks of the Customer, as a commercial reference on any medium and on any occasion during the entire Term of this Agreement and for a period of five (5) years from the expiry of this Agreement.

11.0 Confidentiality. 11.1 Confidential Information means any data or information disclosed to one party, oral or written, which a reasonable person would likely understand such information is non-public, sensitive, proprietary or confidential.

11.2 Each party acknowledges and agrees that, from time to time, it may receive Confidential Information from the other party. The Receiving Party agrees to hold the Disclosing Party's Confidential Information in confidence.

12.0 Fees & Payment. 12.1 Customer shall pay to Nfinite the amounts set forth in an Order Form, including any applicable support fees. Service fees are calculated on the basis of a price per Supporting Visual for Services.

12.2 Any Order may be subject to an increase of fees. Any increase will be communicated to the Customer within forty-five days of renewal.

13.0 Indemnification. 13.1 Customer will defend, indemnify and hold harmless Nfinite and its officers, directors, employees from all claims, damages, costs and expenses arising from, directly or indirectly: (i) a breach of this Agreement by Customer, or (ii) Customer’s misuse or illegal use of the Nfinite Service.

14.0 Limitation of Liability. 14.1 EXCEPT FOR PAYMENT OBLIGATIONS AND CLAIMS ARISING DUE TO A PARTY’S WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT DAMAGES, OR ANY AMOUNTS IN EXCESS of the fees paid or payable to Nfinite hereunder during the six-month period immediately prior to the date the cause of action arose.

15.0 Term and Termination. 15.1 Nfinite may terminate this Agreement if the Customer breaches this Agreement and is unable to cure such breach within thirty (30) days after receipt of written notice.

16.0 General Terms. 16.1 The Services and Nfinite Proprietary Materials are subject to the trade laws and regulations. Customer agrees not to import, export, re-export, transfer or otherwise use Nfinite Proprietary Materials in violation of these laws and regulations.

16.2 This Agreement shall be governed by and construed in accordance with French law. 16.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements.

16.4 If any provision of this Agreement shall be determined to be illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the parties.