NOXX STUDIO

“Party” or “Parties” means individually and indifferently the Client or NOXX Studio, or means collectively the Client and NOXX Studio.

“Project(s)”: means one or more sets of plans, drawings, diagrams, concepts and explanatory texts used to shape the design of a building, sometimes accompanied by their computing assets as digital drawings, images, 3D models or virtual models, supplied by customer to NOXX Studio for hiring its services.

“Provision of Services” or “Service (s)” means any and all services provided by NOXX Studio in the process of generating one or more digital images from the data obtained from the Project, using computational and human resources owned by NOXX Studio with the intention to perform required Services. ”

“Procedure Manual”: Set the operating mode in which the execution of the services contracted by the Client to Noxx Studio joined by suggestions and recommendations Noxx Studio deems appropriate for the particular resolution of each service.

“Site or Website” means “https://www.noxxstudio.com.mx”.

NOXX Studio reserves the right to change the terms and conditions of this Agreement or its policies relating to the Services at any time and you shall notify you by posting an updated version of this Agreement on the Website. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such modifications shall constitute your consent to such changes.

The Services provided by NOXX Studio are the creation of high quality digital images, referenced with the quality of images published on the Website and its social networks. The standard for the quality of the material may vary according to the agreement with the Client. NOXX Studio may offer lower quality standards in order to provide lower production costs and fast delivery times. You will have access to the current status of the service in accordance with the Manual of Procedure. Contracting the service is held once confirmed receipt of payment in advance and subject to the disposal of the project by the Customer, if the project information is inadequate, insufficient and/or inconsistent, the Service shall be interrupted until the complementation of the project with the necessary material to accomplish the Service properly. If the material is not delivered, the deposit will not be refunded.

NOXX Studio reserves the right at any time to continue the execution of a Service or cancel an existing order in the event that (1) the outstanding bills are overdue for payment or (2) circumstances occur outside the direct control of NOXX Studio that prevent the completion of the Service.

NOXX Studio is committed to provide you with the requested material safely by any of the means specified in the Manual of Procedure. Any project will be deleted within fifteen (15) days after completion of the Service, relevant period of time for clarification or discuss possible disagreements, otherwise you will not be able to make any claim.

You agree to provide projects in compatible file formats with 3ds Max software, may include other files with prior authorization from NOXX Studio team through mutual agreement by any of the means provided on the Site, otherwise the service will not proceed.

Any orders placed through communication forms offered in the Website shall be deemed firm and definitive. You agree to pay the fees in accordance with the actual time used for the Provision of Services, even if you do not require further service or cannot supplement the information at a later stage, payments are not refundable.

You shall contact any member of NOXX Studio only by any of the means set by the Web Site to perform contracting services. Once you fill out the Request for Services that will be provided to you, which stipulates the number of images, scope, costs, observations and other data necessary, and NOXX Studio receive the deposit of 50% of the total cost of the Service shall be considered as contracted service. As part of the procurement process for the Services, you agree to: (1) provide the necessary information about the Project and (2) prevent further changes to the draft as may be changes in project size, volume, material, lighting and ambiance of the project, among other specifications to those stipulated by hiring the service (3) images obtained from the contract process will be provided only to personnel who have requested the Service, otherwise the information will not be provided. It is important to maintain the same e-mail or means used to request the Service, it is your responsibility to manage this, so once the final material to the set deliver means, NOXX Studio will not be held responsible for any inconvenience emerged through this process.

NOXX Studio generates the cost of its Services in consideration of human and computer resources required for the Project in terms of formal complexity, size, lighting, environment, level of detail and other aspects involved in the development of graphic material agreed with the Client. The price agreed with the Customer in any media will be formalized by paying in advance and filling of the Request for Services form. NOXX Studio reserves the right to change the fees and costs applicable to update changes, accomplish adjustments or revisions not agreed in the Service requested. If you cancel the Provision of Services, NOXX Studio will not refund any deposit paid by you, even if you do not want to continue with the rest of the agreed Services.

NOXX Studio warrants that it will use all reasonable efforts to perform the required Services in conforming generally accepted industry standards. The Client acknowledges that NOXX Studio reserves the right to suspend the Services in case of non-payment for overdue invoice. Therefore, in no circumstances, the Client shall not request a complementation of Services in case of disruption of services resulting from any incident of payment, except to request the advance of Service stipulated by each prepayment made.

NOXX Studio makes every reasonable effort to maintain its information and computing resources in optimum conditions, however, NOXX Studio shall in no way responsible for the disruption of file transferring services or remote rendering system failure, or other events beyond NOXX Studio. NOXX Studio is not responsible for any delay or loss of data, loss of connection, slow connection, or any other matter beyond the control of NOXX Studio.

THE CLIENT ACKNOWLEDGE AND AGREE THAT NOXX STUDIO, ITS DIRECTOR, AFFILIATES OR EMPLOYEES SHALL NOT BE LIABLE TO ANYONE FOR ANY DIRECT OR INDIRECT DAMAGE, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES EVEN IF NOXX STUDIO, ITS DIRECTOR, AFFILIATES OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CLIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL NOXX STUDIO, ITS DIRECTOR, PARTNERS, OR EMPLOYEES BE LIABLE FOR ANY LOSS, COST, EXPENSE OR DAMAGE TO THE CLIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE FEES OF THE SERVICES.

NOXX STUDIO MAKES NO REPRESENTATION, WARRANTY OF QUALITY, SUITABILITY, TRUTH, ACCURACY OR AVAILABILITY OF THE SERVICES. NOXX STUDIO DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT ITS COMPUTATIONAL RESOURCES WILL BE COMPATIBLE WITH ANY FILE FORMAT, SYSTEM OR DATA, (II) RETURNED FILES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS AND (III) THE SERVICES WILL MEET THE CLIENT REQUIREMENTS OR EXPECTATIONS.

Except for the licenses granted herein, the Client has no right, title or interest in or to the services, products and / or materials belonging to NOXX Studio. The Customer agrees that NOXX Studio or its members retain all property rights, title and interest, including copyright and all other intellectual property rights in and to the services, products and / or materials belonging to NOXX Studio such as 3D libraries, scenarios generated and other computing and human resources.

The graphic content result of the Services are property of the Parties involved, and the Customer agrees to display and publish such content in the Website and social networks.

Notwithstanding the foregoing, the Client retains ownership of all content provided to NOXX Studio for services provision including the resulting graphic material of the Services.

NOXX Studio shall treat as confidential all “information” obtained from the Client pursuant to this Agreement and shall not disclose such Confidential Information to any person (except to its own employees and only under expressed need of knowledge) without the prior written consent of Contractors always that this clause shall not extend to information that is public knowledge.

NOXX Studio shall ensure that its employees are aware of and comply with the provisions of this Clause.

All Confidential Information shall remain the property of the Client.

NOXX Studio shall be obligated to protect the Confidential Information by the private use of it, to prevent the unauthorized use, dissemination or publication of the Confidential Information.

NOXX Studio declares that it does not retains the project (s) provided by the Client, as well as additional information included by the Client to the service execution.

If NOXX Studio is affected by Force Majeure it shall forthwith notify the Client in writing of the nature and extent thereof.

NOXX Studio shall not be deemed to be in breach of this Agreement, or otherwise to be liable to the Client, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extent that such delay or failure is due to any Force Majeure of which it has notified the Client, and time to perform the obligation shall be extended accordingly.

The waiver of any of the Parties hereto any other Party’s prompt and complete performance or breach or violation of any provision of this Agreement shall not be construed to be a waiver of any preceding or subsequent breach or violation and the waiver by any Party hereto exercise of any right which it might possess shall not operate nor be construed as an impediment to the exercise of such right or remedy by such Party or Parties upon the occurrence of any subsequent breach or violation.

Given that the Parties are independent contractors, this Agreement shall be binding upon them only for the purposes set forth herein. Consequently, the provisions of this Agreement shall not, under any circumstances, be interpreted as creating any association or partnership between the Parties or as conferring any mandate from one Party to the other. Moreover, neither Party may bind the other in any manner whatsoever or in favour of anyone whomsoever, except in accordance with the provisions of this Agreement.

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Parties are committed to replace ineffective provisions with those that are effective and to the best degree fulfil the intended economic purposes of the Parties.

All questions to the interpretation, enforcement, validity and performance of this Agreement shall be governed by and determined under the laws of Mexico.

Spanish shall be the prevailing language in case of dispute.