Terms and Conditions

Applicability to X-Identity Products and Services

These overarching terms and conditions ("Terms") are applicable to all orders for digital visualization products and services placed by you (referred to as the "Client") from X-Identity LLC with its headquarter office in Detroit, Michigan U.S.A.

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1. Project Overview
Project: Delivery of the agreed scope of Products within the agreed schedule.
Order: Legal agreement between the parties in which the Schedule, Products, and fees
are specified.
Product: The final deliverable of a project, which typically includes digital computer -generated images, animation, or interactive visual tools. Assets and Work files used during the visualization development are not part of the Product.
Asset: Any digital materials, e.g., models, textures, surfaces, cut outs, music, stock images, or videos, that are used by X-Identity LLC to create the final Product.
Work files: Any digital material besides the Product that X-Identity LLC creates during the visualization process. Work Files include but are not limited to enhanced textured models, created by X-Identity LLC, and Photoshop files.
Schedule: It defines the Project start date, delivery date, and other milestones.
Confidential Information: It includes any information marked as confidential or declared to be confidential by project/specific NDAs.
Starting Package: The materials that are required by X-Identity LLC to start a Project.

2. X-Identity LLC's General Service
X-Identity LLC delivers the ordered Products based on the agreed timeline and scope in accordance with the Order.

The process of ordering:
- The Client sends a request for proposal (“RFP”) to X-Identity LLC in a written form by email.
- X-Identity LLC's Key Account Manager provides the Client with a Proposal once the scope is clarified based on the RFP.
- X-Identity LLC communicates to the Client how long the Proposal is valid, and until which cut-off date X-Identity LLC can guarantee the delivery in accordance with the Proposal.

X-Identity LLC considers a booking as confirmed when receiving written approval for the proposed timeline, scope, and fee via email. The Confirmation of the Proposal means accepting X-Identity LLC's Terms and Conditions as well.

X-Identity LLC's Key Account Manager shares the Order with the Client latest by the Project start date. The Order is the consolidated terms of the RFP and proposal as agreed by the parties.

If a valid agreement exists between the Client and X-Identity LLC related to the subject matter hereof, those terms take precedence over these terms unless otherwise agreed by the Parties in relation to a specific Order Form. By placing an order, you agree to be bound by these Terms.

3. Change of Scope, Schedule, or Cancellation
Modifications to scope, schedule, workflow, or additional comment rounds after delivery always imply additional fees and are subject to a new development schedule. The Client is required to alert X-Identity LLC to any major changes in schedule, timing, or scope as soon as they become aware.

X-Identity LLC will always inform the Client of the available options and the relate additional fees in advance of commencing the work. X-Identity LLC seeks written approval before proceeding with any of the proposed options. In case the Client fails to provide feedback by the deadline set by X-Identity LLC, X-Identity LLC reserves the right to proceed with the option that is deemed most beneficial for both parties.

In the case of a deadline extension, Client postponement, scope change, or additional work being added after the project start date, one of the following will apply:

- Project is put on hold pending confirmation from the Client to proceed. Once confirmation has been received, X-Identity LLC will resume the project at the earliest opportunity with new milestones and a new deadline. Fees may apply.
- Project work continues, but additional hours are required to accommodate the longer development window. A new schedule will also be issued with new milestones and a new deadline. A fee will apply based on the number of additional hours necessary.
- Scope changes, including model/design changes (after model-lock date), camera adjustments (after camera-lock date), and timing modifications (after schedule approval) may necessitate additional fees. Additionally, a new schedule will be issued with new milestones and a new deadline.

All schedule adjustments stemming from Client-requested deadline extensions and scope changes can be impacted by our current capacity and technical resources such as rendering capacity.

If the project is canceled, postponed, or rescheduled by the declaration of the Client less than (3) days before the start date, after the start date of the project, or after confirming an order, then X-Identity LLC will invoice the completed part of the work to the Client and reserves the right to invoice an additional cancellation fee of 15% of the total order amount. X-Identity LLC may consider the reduction of the cancellation fee based on the circumstances.

If deadline extensions or scope changes necessitate additional rendering resources in the case of animation projects, all related fees must be covered by the Client.

4. Project Completion
The project is considered completed, and the order fulfilled at the final delivery of the Project. After delivery, the Client has 3 working days to raise any specific issues, concerns, or complaints and indicate the exact changes required to rectify the issues. The Client does not have the right to reject the final delivery of the Project without specifying any issues. In case of not receiving any communication from the Client during this 3-working-day period, the Order is considered fulfilled, and the invoice will be issued to the Client.

5. Standard Product Delivery Format
Final Products are always delivered digitally via X-Identity LLC's Google Drive unless the Client doesn't request another delivery channel. If such a case arises, the delivery channel will be specified in the Order.

File formats:
- Still image: JPG (3840×2160 resolution)
- Animation: MP4 (1920×1080 resolution)
- VR: upon agreement and technical details

Raw and/or editable files, such as PSD files, are not part of the deliverables. Additional “simplified” renders, such as scenes without characters or signs/verbiage, may have additional costs associated with production since they often require re-rendering and adjustment to post-production layers. These types of renders should be requested before a project begins so we can plan accordingly. The request for the above after the Order is accepted is considered a change of scope, and Article 2 applies.

6. Payment Terms
X-Identity LLC reserves the right to ask for prepayment prior to the Project Start Date and put the Project on hold in case the Client fails to transfer the prepayment by the due date. The standard payment term for partial and final invoices is 30 days after the date of issue, even if the Client has not received payment from their client. The accepted currencies are USD and EUR, as specified in each invoice unless otherwise agreed. The accepted payment forms are ACH wire transfer or Checks. X-Identity LLC reserves the right to involve debt collectors if the Client does not settle the invoice upon written notice.

7. Attribution
X-Identity LLC reserves the right of attribution for all Products produced by X-Identity LLC. The Client agrees to give due credit to “X-Identity LLC” as the copyright holder of the Products. X-Identity LLC agrees to give due credit to the Client.

8. Copyrights
X-Identity LLC respects the intellectual property rights of its clients and other third parties and expects its clients to do the same when using its Products and Services.

Client’s copyright:
Any materials, including but not limited to models, references, digital assets, or music, sent by the Client shall remain the intellectual property of the Client or the appropriate owner. The Client shall guarantee that they have the necessary rights and permissions to send any such materials to X-Identity LLC. The Client shall fully indemnify and hold X-Identity LLC harmless in relation to any and all damages, including but not limited to loss of value, loss of profit, ancillary and punitive damages arising or in connection with any material provided, supplied, suggested, or implied to X-Identity LLC by the Client.

X-Identity LLC’s copyright:
Any materials produced by X-Identity LLC over the course of the project, including but not limited to images, animations, music, and models, are the intellectual property of X-Identity LLC.

Licensing:
Upon payment of the invoice, X-Identity LLC grants the Client a limited, irrevocable, perpetual, non-exclusive, non-transferable, royalty-free license to use the Product without any modifications for their own purposes. The Client may transfer the Products to third parties; however, only be modified with written permission from X-Identity LLC. Unless otherwise agreed, X-Identity LLC shall retain all other intellectual property rights. Unless otherwise agreed in the Order, the Assets, Work Files used to produce the end Products are not part of the above license. The Client may request these Assets to be licensed, in which case X-Identity LLC will negotiate a separate license agreement and fee with the Client.

9. Publicity
X-Identity LLC will only use the Products for its own publicity if the Client agrees to it. However, X-Identity LLC shall have the right to use the Products for internal training and development purposes irrespective of the Client’s approval for publicity.

10. Confidentiality
The receiving party, in this case, the Client, will protect all Confidential Information of X-Identity LLC as strictly confidential to the same extent it protects its own Confidential Information and not less than a reasonable standard of care. The Client will not disclose any Confidential Information of X-Identity LLC to any person other than its personnel, representatives, or subsidiaries whose access is necessary to enable it to exercise its rights or perform its obligations under the Order and who are under obligations of confidentiality.

11. Exclusivity in case of Competitions
It is the Client’s responsibility to indicate in advance, before the commencement of the Project, that they require X-Identity LLC not to engage with any other competitors in connection with the same project. Such requests for exclusivity must be made in writing when requesting a quotation.

12. Limitation of Liability
The liability of X-Identity LLC is limited to the total amount of fees actually paid by the Client.

13. Force Majeure
Any delay in performance caused by conditions beyond the reasonable control of the performing party is not a breach of the Order. The time for fulfillment will be extended for a period equal to the duration of the conditions preventing the delivery of the Project.

14. Disputes and Governing Law
Parties agree to make all efforts to resolve any disputes by direct negotiation first. The parties agree that disputes will be subject to the exclusive jurisdiction of the law and courts of Michigan, U.S.A..

15. Termination
Clauses 7. (Copyright), 8. (Attribution), 9. (Publicity), 10. (Confidentiality), 11. (Exclusivity), 12. (Limitation of Liability), and 14. (Disputes and Governing Law) shall survive any termination of the project and/or relationship between the Client and X-Identity LLC, as by their nature these clauses are clearly intended to survive any termination.

16. Non-Waiver
Neither a failure nor a delay on the part of X-Identity LLC in exercising any right, power, or privilege under the Terms shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege. The rights, remedies, and benefits of each party herein expressly specified are cumulative and not exclusive of any other rights, remedies, or benefits which either may have under these Terms at law, in equity, by statute or otherwise.

17. Assignment and Transfer Rights
The Client shall not transfer or assign its interests and rights arising from this Agreement to any other party, without the prior written consent of X-Identity LLC.

18. Governing Language
The parties agree that these Terms and all related documents be drafted in the English language.

19. Amendments
Any amendments or modifications to these Terms must be made in writing and agreed upon by both parties. No oral agreements or understandings shall be considered valid.

20. Entire Agreement
These Terms constitute the entire understanding and agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, whether oral or written, between the parties.

21. Severability
If any provision of these Terms is found to be invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. The parties agree to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely matches the intent of the original provision.

22. Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth in the Order or to such other address that may be designated by the receiving party in writing.

23. Survival
Any provisions of these Terms that are intended to survive termination or expiration shall continue in full force and effect beyond any termination or expiration of these Terms.

24. Execution
These Terms may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

25. Acceptance
By placing an order with X-Identity LLC, the Client acknowledges that they have read, understood, and agreed to abide by these Terms and Conditions.

These Terms and Conditions are effective as of January 1, 2024 and may be updated by X-Identity LLC at its discretion. Any updates will be communicated to the Client in writing.

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