Terms of service

Use Restrictions. Client will not sell, rent, loan, transfer, or distribute any Deliverables without the prior written consent of FoxAE or not copy or reproduce in any form, reverse engineer, decompile, disassemble, modify or create other works from any Deliverables.
License.

Client will not reuse any Fox-AE content for any other matters except the Client Matter listed in the order. Fox-AE hereby grants Client a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, and royalty-free license to use the Deliverables solely for purposes of the Client Matter listed in the Order. As between FoxAE and Client, FoxAE will own and retain all right, title, and interest to all intellectual property rights, including copyrights, patents, trademarks, trade secrets, know-how and other Confidential Information in and to all Deliverables.

 

1 Definitions:

1.1 "Deliverables" means forensic and computer-generated graphics and animations produced by Fox-AE for Client under this Agreement solely to be used for purposes of the Client Matter listed in the Order.

1.2 "Order" means an order, in the form attached to these terms, which is agreed upon and legally binding by authorized representatives of both parties describing the Services and Deliverables.

1.3 "Services" means forensic and computer-generated graphic and animation services detailed in an Order.

 

2. Deliverables and Services.

2.1 Orders. The Deliverables and Services to be provided under this Agreement will be described in one or more Orders. Each Order is deemed incorporated into, and made a part of, this Agreement.

2.2 Change Orders. Any changes, additions, omissions, or alterations must be in writing and signed for by an authorized representative of the Client, and accepted by FoxAE.

2.3 Challenges to Admissibility. Client will promptly notify FoxAE of any objection, court motion, or other legal proceeding challenging the basis, opinion, or testimony of FoxAE's professionals assigned to Client's project. The notice Client provides following the assertion of an objection, motion, or other legal proceeding in the nature of a challenge to the admissibility or basis of the expert work of FoxAE's professional must be in writing and include the style of the case, the case number, and the court in which the challenge has been asserted, as well as the nature of the challenge. FoxAE reserves the right to take all steps necessary to respond to any challenge of its professional's opinion or testimony, including interceding on the professional's behalf with written motion and briefing, and Client agrees to cooperate with FoxAE to facilitate FoxAE's response.

2.4 License. FoxAE hereby grants Client a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, and royalty-free license to use the Deliverables solely for purposes of the Client Matter listed in the Order. As between FoxAE and Client, FoxAE will own and retain all right, title, and interest to all intellectual property rights, including copyrights, patents, trademarks, trade secrets, know-how and other Confidential Information in and to all Deliverables..

2.5 Use Restrictions. Client will not sell, rent, loan, transfer, or distribute any Deliverables without the prior written consent of FoxAE or not copy or reproduce in any form, reverse engineer, decompile, disassemble, modify or create other works from any Deliverables.

 

3. Fees and Payment Terms.

3.1 Fees and Expenses. Client will pay FoxAE fees as provided in Order (the "Fees") within thirty (30) days of receipt of the applicable invoice. All payments of Fees are non-refundable. Client will reimburse FoxAE for all reasonable expenses incurred in performing the Services including travel. FoxAE will provide reasonable supporting documentation at Client's request. FoxAE representatives will use economy class. For flights in excess of five hours, FoxAE will use business class or first class if business class is not available. All Fees and other amounts stated in this Agreement or on any invoice are in U.S. dollars, and all payments will be made in U.S. dollars. Overdue payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowable interest under applicable law, from due date until paid. Client will pay any sales, use, or other tax related to the Services and Deliverables provided hereunder, exclusive of income taxes and payroll taxes relating to FoxAE's employees.

3.2 Compelled Testimony. If Fox AE is requested, subpoenaed, ordered, or compelled to appear, testify, submit to questions, provide deposition testimony, produce documents or records (including electronic media), or in any other way respond regarding or arising out of work Fox AE performed for Client, Client agrees to compensate Fox AE for all time spent and expenses incurred, including time spent in preparation and reasonable attorney fees and expenses, in connection with Fox AE’s response. To the extent possible, Fox AE will give notice to Client of the requested action; however, Fox AE’s failure to give notice or Client’s failure to respond will not obviate Client’s obligation to compensate Fox AE in conformity with this Agreement.

 

4.  Representations and Warranties; Disclaimer.

4.1 Power and Authority. Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to discharge its obligations hereunder.

4.2 Services Warranty. FoxAE warrants for thirty (30) days from date of delivery that all Deliverables will conform to the Client Design. As FoxAE's sole obligation and Client's sole remedy for breach of warranty, FoxAE will replace a defective Deliverable if FoxAE determines that such Deliverable fails to meet the Client Design.

Disclaimer. EXCEPT AS SET FORTH IN SECTIONS 4.1 AND 4.2 ABOVE, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY OF THE FOREGOING OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent that a party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

 

5. Liability.

5.1 Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR SERVICES OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

5.2 Limitation of Damages. EACH PARTY'S MAXIMUM, CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE DELIVRALES, SERVICES OR THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, INDEMNITY, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, FOR ALL CLAIMS IN THE AGGREGATE, THE AMOUNTS PAID BY CLIENT TO FOXAE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH ANY CLAIM BY SUCH PARTY FIRST ARISES.

5.3 Miscellaneous. Client may not assign this Agreement. This Agreement will be governed by Missouri law and the parties agree to exclusive jurisdiction and venue of the federal and state courts located in the State of Missouri. No text or information set forth on any other purchase order, preprinted form or document (other than an Order) will add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Client authorizes FoxAE to identify Client as a FoxAE customer on FoxAE's website and in FoxAE's marketing materials. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Any modification or amendment of this Agreement will be in writing signed by the parties. This Agreement, together with any applicable Order, comprises the entire agreement between Client and FoxAE regarding the subject matter contained herein and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter.

6. Additional Terms.

6.1 Dispute Resolution. In the event of any disputes, users agree to resolve the matter through arbitration instead of pursuing litigation in court. Class action lawsuits are not permitted.

6.2 Account Termination. FoxPrime reserves the right to terminate a user's account without issuing refunds in the event of a violation of the terms and conditions.

6.3 Limitation of Liability. FoxPrime's total liability is limited to the amount paid by the user for the services or products provided.

6.4 Image Usage Rights. Upon purchasing an image, users are granted the rights to use it, but do not obtain ownership of the image.

6.5 User Responsibility. FoxPrime is not responsible for any misuse of images by users and disclaims liability for such actions.

6.6 Account Suspension. FoxPrime reserves the right to suspend a user's account for violations of the terms and conditions.