This Terms of Service Agreement (the “Agreement”) constitutes a legally binding agreement between Gergő Emődi, a self-employed individual operating under Hungarian law (“Contractor”), and the client, whether personally or on behalf of an entity (“Client”), with regard to the provision of CGI product photography and animation services. By engaging the Contractor’s services, the Client agrees to be bound by these Terms and Conditions. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein prohibits the Client’s use of the Services, and the Client is ordered to discontinue use immediately. Thereafter, the relationship between the Client and the Contractor shall cease and be of no further force and effect between the parties, except that any obligation of the Client to pay the Contractor for services rendered shall remain and continue to be an ongoing obligation owed by the Client to the Contractor.
1. Intellectual Property Rights
Unless otherwise indicated, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) used by the Contractor in providing the Services are owned and controlled by the Contractor and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of Hungary. The Content and Marks are provided for the Contractor’s use in providing the Services. The Client receives ownership of the final Deliverables as outlined in Section 2.
2. Ownership of Materials
All design and original source files created on Client’s behalf (“Projects” or “Deliverables”) belong to Client upon full payment, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause the Contractor to become the owner of a Project, in whole or in part, rather than Client, the Contractor irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation, upon full payment. Client warrants that any and all materials provided to the Contractor as examples or as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. The Contractor always reserves the right to showcase the Client’s design work publicly (social media, website, etc.) unless agreed upon in writing (email sufficient) as stated in Section 18 of this document.
3. Payment Terms
The fees for the Services will be agreed upon in writing (email sufficient) before the commencement of any work. At least 50% of the agreed-upon fee is due upfront before any work commences. The remaining balance will be invoiced upon completion of the project and is due within 14 days of the invoice date, unless otherwise agreed in writing (email sufficient). Late payments will incur a late fee of 0.5% per day on the outstanding balance. The Contractor reserves the right to take appropriate legal actions for any outstanding payments or breaches of the payment terms. For larger projects, a payment schedule with milestones may be agreed upon in writing (email sufficient).
4. Client Representations
By engaging the Contractor’s services, Client represents and warrants that: Client has the legal capacity and agrees to comply with these Terms of Use; Client is not a minor in the jurisdiction of their domicile; Client will provide accurate and complete information necessary for the Contractor to perform the Services; Client’s use of the Services will not violate any applicable law or regulation.
5. Prohibited Activities
Client shall not use the Services for any purpose other than that for which the Services are provided. Client agrees to refrain from the following: Using the Services in an effort to compete with the Contractor; Providing false or misleading information to the Contractor; Infringing on the Contractor’s intellectual property; Using the Services for any illegal or unauthorized purpose.
6. Client Feedback
Client acknowledges and agrees that any questions, comments, suggestions or other feedback or request (each “Request”) regarding the Services shall be non-confidential and may be used by the Contractor without obligation to the Client.
7. Management and Oversight
The Contractor reserves the right to refuse service to any Client for any reason. All decisions regarding the provision of the Services shall be at the sole discretion of the Contractor.
8. Privacy Policy
The Contractor will handle Client data in accordance with Hungarian data protection laws. Details regarding data collection and processing will be provided upon request.
9. Returns and Refunds
Refund requests are assessed on a case-by-case basis and are at the sole discretion of the Contractor. Should Client request a refund during the project, all materials produced by the Contractor remain the property of the Contractor and are prohibited from being used by the Client in any way.
10. Modification
The Contractor reserves the right to change, alter, modify, amend or remove anything or any content related to the Services for any reason at its sole discretion. The Contractor reserves the right to modify or discontinue all or part of the Services without notice and without liability to Client.
11. Connection Interruptions
The Contractor does not guarantee or warrant that the Services will be available and accessible at all times. Issues with hardware, software, internet service, or other items may result in interruption delays or errors beyond the Contractor’s control. Client agrees that the Contractor shall not be liable to Client for any loss, damage or inconvenience caused by Client’s inability to access or use the Services during any interruption in the connection or service.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of Hungary.
13. Litigation
Any legal action of whatever nature shall be brought in the competent courts of Hungary. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction.
14. Disclaimer
The Services are provided on an as-is, as-available basis. Client agrees that its use of the Services is at Client’s sole risk. The Contractor disclaims all warranties, express or implied, in connection with the Services and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
15. Limitations of Liability and Indemnification
The Contractor shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Services. Client agrees to defend, indemnify and hold harmless, the Contractor from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights.
16. User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken related to the Services. The Contractor shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against the Contractor from any such loss or corruption.
17. Electronic Communications, Transactions and Signatures
Client hereby consents to receive electronic communications from the Contractor and Client agrees that all agreements, notices, disclosures and other communications sent via email satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by the Contractor.
18. Showcasing Design Work
The Contractor reserves the right to share design work on digital channels including social media, website, etc. unless otherwise agreed upon in writing (email sufficient) with the Client. The Client may request a Non-Disclosure Agreement (NDA) which would then restrict the Contractor from sharing the Client’s work publicly.
19. Miscellaneous
These Terms of Use and any policies referenced herein constitute the entire agreement and understanding between the Client and the Contractor. Failure of the Contractor to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and the Contractor.
20. Contact Information
For any questions or complaints regarding the Services, please contact the Contractor at: info@gergoemodivisuals.com