Last updates: December 1st, 2015
TERMS & CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE CAREFULLY BEFORE USING OUR RENDERING SERVICES.
This Agreement is between RenderSpell (“RenderSpell”) and you (“you” or “Client”), as an individual or company, who intends to use the rendering services of RenderSpell, and governs the terms and conditions of your use of RenderSpell’s rendering services. This Agreement, together with other supplemented documentation incorporated in this agreement by reference and published from time to time by RenderSpell (including but not limited to: manuals, pricing policies, payment schedules, tutorials, blogs), composes the entire agreement between RenderSpell and you, as the client, regarding RenderSpell’s rendering services, and takes priority over all prior agreements between the parties regarding the subject matter of this Agreement. By using RenderSpell services, you confirm your acceptance of and agree to be bound by this Agreement.
“Party” or “Parties” means individually the Client or RenderSpell, or collectively the Client and RenderSpell. “Render Project” means one or several scenes, occasionally accompanied with its assets, supplied by the Client to RenderSpell for rendering purposes. “Rendering Services” or “Service(s)” means any and all services provided by RenderSpell in the process of generating a computer generated image(s) and/or scene using the computer processing power of RenderSpell. “User Guide” means collectively 1) each User Guide specific to any 3D software supported by RenderSpell and 2) the Main User Guide applicable to all these 3D software. “Website” means “http://www.renderspell.com”.
RenderSpell reserves the right to change the details of this Agreement or its policies relating to the offered rendering services at any time and shall notify you of any changes by posting an updated version of this Agreement on the Website. You are responsible for reviewing this Agreement on a regular basis. Continued use of RenderSpell’s services after any said changes shall be considered as your consent to such changes.
The rendering services provided by RenderSpell consist of a very high-performance 3D rendering service, running 24 hours a day, 7 days a week. RenderSpell uses a cluster of computers to lower rendering times and provide the user with a myriad of rendering options. Every render job is supervised by a trained professional to ensure the necessary quality and speed for clients.RenderSpell reserves the right at any time to refuse an order or cancel an existing order in the circumstance that (1) any invoices are overdue for payment or (2) there are circumstances, such as power failure, outside of the direct control of RenderSpell that prohibit the completion of the order. RenderSpell provides a secure FTP server for the receipt and the delivery of a Project to and from you. Any completed render job will be deleted after a set period of time that can be inquired by the Client. In the event the Client requires a render job that is no longer available for download, the Client can contact RenderSpell directly. The Client ensures that the provided projects are built on or are compatible with the version of the 3D software and plugins supported by RenderSpell, including the latest services pack and hot fixes. Thus, the Client understands and agrees to hold all liability that results in a breach of the provided provision. Any order placed on the Website is deemed as firm and definitive by RenderSpell. The Client undertakes to pay the fees for the time used of RenderSpell’s services, even if the Client does not want or is not able to get back the finalized project.
You must create a user account to access the rendering services of RenderSpell, by submitting a complete registration form available on the Website. As part of the registration process, you agree to: (1) provide certain limited information about you (such information to be current, complete and accurate) and (2) maintain and update this information to keep it current, complete and accurate, (3) secure your personal password, under your own responsibility, for its proper storage. You are responsible for all the ordersplaced with your user account. If RenderSpell discovers that any of your given data is inaccurate, incomplete or not current, RenderSpell may suspend or terminate your right to access and receive any rendering services immediately by a notice sent to the registered e-mail. RenderSpell may also reject a registration application if it is determined that it does not permit a good management of its rendering services, or it would be contrary to public morals and ethics.
RenderSpell grants you a personal, non-exclusive and non-transferable license to use the products and software contained or made available through the rendering services, solely for your own internal purposes and in accordance with this Agreement. All rights not expressly granted by RenderSpell to you are retained. You may not (1) copy or use RenderSpell’s software or documentation (including but not limited to manuals, tutorials, blogs) except as permitted by this Agreement, (2) reverse engineer, decompile, or disassemble RenderSpell software except to the extent permitted by law where this is indispensable to obtain the information necessary to achieve interoperability of an independently created program with RenderSpell software or with another program and such information is not readily available from RenderSpell or elsewhere.
RenderSpell offers it’s rendering services in accordance to the fees as published on the Website. The applicable fees for the rendering services are those that are displayed at the time you place your order. RenderSpell reserves the right to change the fees or applicable charges and to implement new charges at any time. In the event you cancel your render job(s), RenderSpell will not refund any fees already paid by you. Each new RenderSpell user has an e-Wallet that initially has a 40 € first sign-in bonus. The e-Wallet can be refilled at any time by a specific amount.Each time you run a project, the charged amount corresponding to the render time is automatically removed from your e-Wallet. If your project costs more than the amount you have left in your e-Wallet, you will be asked to pay the difference or refill the e-Wallet. Note that you can benefit from very attractive discounts depending on the amount you use to refill your e-Wallet. The Price Info pages on the Website give you further information on the available discounts.
RenderSpell reserves the right to discontinue and/or modify any promotional offer at its own discretion. The terms of any promotional offer may vary.
RenderSpell warrants that it will use all reasonable efforts to perform the Services in compliance with accepted industry standards. RenderSpell is only held by an obligation of means. The Client acknowledges that RenderSpell reserves the right to suspend the Services in case of non-payment for any overdue invoice. The client, however, reserves the right to ask for compensation in the event that the Client has offered a bonus for the render job and the compensation cannot exceed the agreed bonus.RenderSpell makes every reasonable effort to maintain the servers and the Services, but RenderSpell is not, in any event, held responsible for interruptions of the Services, such as scheduled server and network maintenance or down-time of the servers. Due to events and circumstances that are out of the control of RenderSpell, RenderSpell does not guarantee the complete availability of all the Services and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of RenderSpell. RenderSpell shall have the right to suspend the Services, as briefly as possible, at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than seven (7) days the Client will be notified of the reason. THE CLIENT ACKNOWLEDGES AND AGREES THAT RENDERSPELL, ITS AGENTS, EXECUTIVE, OR EMPLOYEES SHALL NOT BE LIABLE TO ANYONE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES EVEN IF RENDERSPELL, ITS AGENTS, EXECUTIVE, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CLIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL RENDERSPELL, ITS AGENTS, EXECUTIVE, 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.
RENDERSPELL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. RENDERSPELL DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICES WILL MEET THE CLIENT REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CLIENT THROUGH THE SERVICES WILL MEET ITS REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, (V) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES ARE PROVIDED TO THE CLIENT STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY RENDERSPELL.
The Client agrees to indemnify, defend and hold RenderSpell harmless from and against any and all suits, losses, liabilities, damages, awards, claims, settlements, costs and expenses (including reasonable attorneys’ fees and costs), arising out of or relating to the use of the content provided by the Client for the Services of rendering, and concerning 1) the infringement or violation of any third party patent, trademark, copyright or other proprietary right or interest, 2) an act of unfair or parasitic competition, 3) a “breach of the peace”, 4) an offense against public decency, v) the violation of any stipulation of the Latvian Criminal Code. The Client shall indemnify and hold RenderSpell and its parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with its use of the Services or breach of this Agreement.
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 RenderSpell. The Client agrees that RenderSpell and/or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to the Services, products and/or materials belonging to RenderSpell. The Website and the Services are valuable, proprietary, and unique, and the Client agrees to be bound by and observe the proprietary nature of the Website and the Services. The Website and the Services contain material that is protected by patent, trademark, copyright and trade secret law, and by international treaty provisions. Notwithstanding the foregoing, the Client retains the property of all its proprietary content provided to RenderSpell for the Services of rendering, which includes the results of the Rendering Services. The proprietary content of the Client is protected by trademark, copyright and trade secret law, and by international treaty provisions. By disclosing information to RenderSpell, the Client does not grant any express or implied right to RenderSpell to or under Client patents, copyrights, trademarks, or trade secret information.
RenderSpell, in its sole discretion, may terminate your account or use of its rendering services and remove and discard any data within the Service if necessary or if you fail to comply with this Agreement. You may terminate your user account upon notice to RenderSpell at any time; however, you will not receive a refund of any portion of your fees paid to RenderSpell. Upon termination by RenderSpell or at your direction, all your user data will be deleted. Your finished render jobs and files will be deleted after specified amount of time in your user account settings or in special cases the download of files can be arranged by contacting RenderSpell. Upon termination of an account, your right to use such account and the Service immediately ceases.
RenderSpell Client Support Services are available Monday through Friday between 09:00 to 18:00 (Riga, GMT+2), excluding special occasions and public holidays. The Client may contact RenderSpell Client Support:By www.renderspell.com online chat , by Phone at +371-29150844, or by Email at email@example.com or firstname.lastname@example.org.
RenderSpell shall treat as confidential all information obtained from the Client in accordance to this Agreement and shall not disclose such Confidential Information to any person (except to its own employees and then only on a need to know basis) without the Client’s prior written consent provided that this Clause shall not extend to information which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause) or which is trivial or obvious. RenderSpell 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. RenderSpell shall be obligated to protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as RenderSpell uses to protect its own Confidential Information of a like nature. RenderSpell declares that it does not consult the project(s) provided by the Client, as well as the results of the rendering services delivered by its computers. You undertake to keep confidential and not to disclose to any third party, all “Information” (including but not limited to: information, data, etc.) obtained from (and belonging to) RenderSpell by using the Services.
If RenderSpell is affected by Force Majeure it shall forthwith notify the Client in writing of the nature and extent thereof. RenderSpell 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 non-performance is due to any Force Majeure of which it has notified the Client, and time for performance of that obligation shall be extended accordingly. If RenderSpell is prevented from performance of its obligations for a continuous period in excess of two (2) days, the Client may terminate this Agreement. RenderSpell will reimburse the Client if this latter has already paid for the Services.
RenderSpell may assign the execution of all or any part of its obligations in connection with this Agreement; but in such case, RenderSpell shall guarantee the execution of these services executed by any third party. The Client may not assign, transfer, licence, any part of its rights and/or obligations in connection with this Agreement, without the written prior approval of RenderSpell.
The waiver of any of the Parties hereto of 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 prior or subsequent breach or violation and the waiver by any Parties hereto exercise any right or remedy which it might possess shall not operate nor be construed as a bar 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 Latvia. Latvian shall be the prevailing language in case of dispute. All disagreements relative to the application of the present Contract, if the Parties fail to reach settlement, shall be subject to the jurisdiction of the courts of Riga to which the Parties grant jurisdiction, whatever the place of execution of the services or the residence of the defendant might be.