1 Range

These general terms and conditions ("GTC") apply to the provision of all services in the field of 3D modeling, digitization, visualization, VR data, and related services (together the "Services") that are available through www.nimbus-3d.com and the platform offered there (together the "Platform") and are provided by Nimbus 3D GmbH, Hofackerstrasse 16, 4132 Muttenz, Switzerland ("Nimbus 3D").

To use the services, you ('Customer') need to agree to these terms and conditions. If you are using the services on behalf of a legal entity, you confirm that you are authorized to act on behalf of that entity.

Nimbus 3D can offer services that may be subject to additional terms. In the event of a conflict between the provisions of these general terms and conditions or any additional terms, the additional terms will only take precedence if they explicitly mention the conflicting provision of these general terms and conditions.

If the customer doesn't agree to these terms and conditions, they can't use or access the services. Unless explicitly stated otherwise, any references to goods, real estate, and services are for informational purposes only and do not constitute an offer to buy or sell goods or services.

These terms and conditions, together with the order confirmation and any additional documents explicitly mentioned in it or in the services, form a legally binding agreement (the "Contract") between Nimbus 3D and the customer. The customer's general terms and conditions are excluded, unless they have been expressly and in writing acknowledged by Nimbus 3D.

2 Services

The platform is accessible to the customer in its current version. The customer can use the platform to access predefined services or arrange individual service packages with Nimbus 3D. The services always include providing agreed work results, such as visualizations, 3D models, or other datasets („work results“), which are provided through the platform unless otherwise agreed.

To achieve the intended results of the contract, Nimbus 3D can offer the customer additional services, including training, workshops, support, or feedback services. Such additional services will be agreed upon separately between the parties.

Apart from the services explicitly described in the contract, Nimbus 3D isn’t obliged to provide training, support, maintenance, development, or similar services.

Nimbus 3D provides the customer with the services in their current version and according to the latest terms and conditions.

Nimbus 3D constantly develops and improves its services and may, at its own discretion, change the provision of the offered services or parts of them, or temporarily or permanently discontinue them. In the case of significant changes to the services, i.e., changes that substantially alter the nature and scope of the services provided to the customer under the contract, Nimbus 3D will notify only those customers directly affected by such changes, and only when reasonably possible.

3 Access to the platform

To get full access to the platform and services, the customer may need to register and create a user account.

The customer has to provide accurate, up-to-date, and complete information during registration and keep their account info current.

The customer is responsible:

● for controlling access to its user accounts and granting access to the user accounts to its staff as well as authorized third parties;

● for training its staff on how to use the platform;

● to keep the confidentiality and security of their user account login details and must not share their login details with anyone else;

● and responsible for activities carried out through his staff's user accounts, and must notify Nimbus 3D immediately if there is any suspicion that his login details have been lost, stolen, or his account has otherwise been compromised.

4 Rights & Duties of Nimbus 3D

Nimbus 3D provides the customer with the platform, services, and work results as agreed in the contract, but does not guarantee the availability, error-free nature, or suitability of the services for a specific purpose.

Nimbus 3D:

● provides the customer with the platform and services and applies appropriate care and expertise when delivering the services.

● delivers the work results to the customer within the agreed deadline. If this is not successful, the customer will set a reasonable additional deadline for delivery, but at least 14 days. If Nimbus 3D still has not delivered the agreed work results after this additional deadline, the customer can terminate the contract immediately after granting a further period of 5 days.

● is liable to the customer for its subcontractors as if for its own faults and ensures that subcontractors are bound by appropriate confidentiality and data protection obligations.

● is entitled and may be legally required to block access to the customer's services or account based on a reasonable suspicion of illegal or unlawful activities. In the event of a block due to reasonable suspicion, the customer remains responsible for all fees and costs incurred during the blocking period.

● may change the terms and conditions from time to time at its own discretion by posting an updated version of the terms and conditions on the Nimbus 3D website. Where possible, Nimbus 3D will inform customers electronically about significant changes to the terms and conditions. Customers should regularly check the terms and conditions and only use the services once they have accepted the changes. Continued use of the services by the customer after changes means acceptance of the changes to the terms and conditions.

Changes to the services that are not explicitly agreed upon in the contract but requested by the customer will only be considered if they are feasible for Nimbus 3D in terms of content and timing and are agreed upon in writing between the parties. The customer will pay Nimbus 3D for any additional costs resulting from the changes to the services. In the case of reduced services, the customer will pay Nimbus 3D for any work already carried out.

Nimbus 3D has the right to use third parties to carry out the contract.

5 Acceptance

Nimbus 3D shows the customer the completion of the work results or self-contained parts of the work results. The customer can access the work results through the platform, have them adjusted within the included revisions if agreed, and accept them. If the customer does not accept the work results, the acceptance is considered to have taken place two weeks after the completion has been shown.

Minor defects do not prevent acceptance. If significant defects appear, the parties will agree on a binding deadline for Nimbus 3D to fix them, the acceptance will be paused, and continued after the defects are corrected.

If the customer does not agree with a significant change to the terms and conditions, the customer can object to the change in writing within one month of being notified by Nimbus 3D. In case of an objection, Nimbus 3D can unilaterally terminate the contract within 30 days. If Nimbus 3D does not do this, the previous terms and conditions continue to apply unchanged until the next possible renewal of the subscription period. Upon renewal, the terms and conditions valid for the renewal period will automatically apply.

Nimbus 3D reserves the right to ask customers to provide feedback through forms, questionnaires, and surveys to improve its services ("Feedback"). Nimbus 3D may use or not use such feedback without any financial or other obligations to the customer. The customer assigns all rights (including, but not limited to, intellectual property rights) to the feedback to Nimbus 3D and acknowledges that they have no claim concerning the feedback.

6 Customer rights & duties

The customer is required to provide Nimbus 3D with all necessary plans, information, documents, materials, access, software interfaces, data, and everything else reasonably needed to deliver the services. The customer declares and guarantees that they are authorized to provide the plans, information, documents, materials, access, software interfaces, and data and to have Nimbus 3D process them under the terms of the contract.

The customer agrees to use the services in accordance with the contract and all legal and moral obligations that apply in the area where they are located.

The customer is required to cooperate free of charge to the necessary extent in fulfilling this contract.

If the delivery of services under this contract is delayed because the customer doesn’t meet their obligations or due to other circumstances the customer is responsible for, the customer will bear the resulting disadvantages and extra costs.

The customer must immediately inform Nimbus 3D of all circumstances in their sphere that could endanger or be relevant to the provision of the services, as well as any abusive or suspected abusive use of the services.

The customer is not allowed to redistribute the service, use it commercially, or give other parties direct or indirect access to the services, unless Nimbus 3D has explicitly allowed it in a separate agreement.

The customer must also not:

● bypass or try to bypass the security protection of the services;

● to use the services in an illegal or fraudulent way or for illegal or fraudulent purposes or effects;

● circumvent the measures that Nimbus 3D might use to prevent or restrict access to or use of the services.

The customer agrees not to do the following without prior written approval from Nimbus 3D:

● to try to decompile or reverse-engineer the platform, the services, or parts of them, or to derive the source code;

● to sell the platform, services, or parts of them to third parties, sublicense them, give them access, or otherwise provide them access.

The customer agrees not to use or exploit the platform, the services, parts of them, or any content included in them for data mining or similar activities.

7 Fees & Payment

The fees for using the platform and services are based on the conditions shown on the platform when the contract is made or those directly communicated by Nimbus 3D.

The customer agrees to pay all due amounts using the payment methods provided by Nimbus 3D. If prepayment is chosen, services will only be provided after the payment has been received. Unless explicitly agreed otherwise, all invoices are due within 14 days. Access to services and work results may be made dependent on the payment of fees, which, unless legally prohibited, are non-cancellable and non-refundable.

The provider reserves the right to change the fees for services at any time. Changes apply to all newly subscribed services from the time they are published.

8 Termination

The contract between the parties remains fully in effect until it is terminated by one of the parties.

The termination has no effect on the rights, duties, or liabilities of either party that have already arisen or are meant to remain effective beyond the termination.

Nimbus 3D deletes the customer's accounts, including all personal data, income, and expenses, within a reasonable period after cancellation, but has the right to keep the data needed to meet its legal, accounting, and tax obligations.

9 Intellectual property

The platform and services, including the underlying software, are protected by copyright. This also applies to all content published by Nimbus 3D, such as texts, images, logos, and the platform's design. Providing the platform and services for use under these Terms and Conditions does not mean giving up these rights.

Unless explicitly mentioned below, each party retains all rights, title, and interest in their own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intellectual property rights ("IP Rights"). All IP rights to the platform and services remain the property of Nimbus 3D.

Nimbus 3D grants the customer a temporary, revocable, non-exclusive, non-transferable, and non-sublicensable right to access the services and use them in accordance with the agreement.

The work results generated through the use of the services belong to the customer. Nimbus 3D can use the work results and other data generated through the use of the services without limitation and irrevocably for internal purposes, such as research, development, and improving the services. For external purposes, Nimbus 3D may only use this data in anonymized and aggregated form.

Any other use of the services, including but not limited to copying, distributing, displaying, and reproducing the platform or the services or parts of them, is strictly prohibited without prior written consent from Nimbus 3D.

The services may include open-source components. Such components are subject to their respective licenses.

10 Confidentiality & Data Protection

Nimbus 3D collects and processes personal data as described in its data processing agreement, which is available at this Link. Nimbus 3D protects the personal data it collects through appropriate technical and organizational measures and in accordance with applicable data protection laws.

The customer authorizes Nimbus 3D to use, process, and store data relevant to fulfilling the contract, as well as to use anonymized data and work results to improve its services or for analysis purposes.

The parties may share confidential information with each other ("confidential information"). Confidential information includes, in particular, any information marked as confidential, such as organizational information, features and functionalities of the platform and services, or information otherwise marked as confidential or that could reasonably be considered confidential and attributable to the customer or Nimbus 3D.

Publicly available or accessible information, as well as information that the receiving party has lawfully and unrestrictedly obtained or developed independently, is not considered confidential.

Each party agrees to protect all confidential information that becomes accessible or known due to the contract. This confidentiality obligation remains in effect even after the contract ends.

11 Liability

Nimbus 3D is fully liable to the customer for damages resulting from gross negligence or intentional misconduct by Nimbus 3D. In all other cases, Nimbus 3D's liability under the contract is excluded to the maximum extent permitted by law.

Nimbus 3D is not responsible for any inaccuracies or incompleteness in the platform, services, or work results, nor for any mismatch between the services or work results and specific goals the customer hopes to achieve, whether this was pointed out or not.

None of the parties is liable for failing to meet their obligations under this contract (except for payment obligations) caused by circumstances beyond the parties' control (force majeure).

12 Warranties and Representations

The customer acknowledges that the platform, the services, and the deliverables are provided "as-is" and "as available," and Nimbus 3D makes no warranties or representations of any kind regarding the platform, the information and materials contained in it, the services, or the deliverables.

The customer guarantees that they have the right to ensure that the use of the input data by Nimbus 3D in accordance with this agreement does not in any way, directly or indirectly, infringe on the intellectual property rights of third parties. To the extent permitted by law, the customer agrees to defend, indemnify, and hold Nimbus 3D harmless against any claims arising from allegations of intellectual property rights violations due to Nimbus 3D's use of the input data in accordance with this agreement.

Nimbus 3D does not guarantee that the platform, the services, or the work results are free of errors and will function without interruption. Nimbus 3D can, at its own discretion, carry out maintenance or improvements to the platform and its infrastructure, and the customer acknowledges that this may occasionally lead to temporary delays and interruptions. To the extent reasonably possible, Nimbus 3D will inform customers in advance of potential interruptions. Any further warranty is excluded.

13 Advertising

Nimbus 3D has the right to use the customer's name and logo as well as a brief service description for advertising purposes and in materials for investors and similar, both online and offline. If additional marketing measures have been agreed upon, the customer agrees to reasonably support Nimbus 3D in these.

14 Others

Entire Agreement: This contract represents the entire agreement between Nimbus 3D and the customer and replaces all previous agreements between the parties related to the subject of this contract.

Formal requirements: For the purposes of this contract, written form requires a handwritten, qualified, or simple electronic signature (such as DocuSign). Text form includes electronic text, like email. Changes and additions to this contract require text form.

Notices: Notices must be made in text form, and they must be communicated:

● Nimbus 3D: By E-Mail to service@nimbus-3d.com

● to the customer: By publishing on the website, via push notification, or by email to the last email address provided by the customer for this purpose. It's the customer's responsibility to keep the provided contact information up to date.

No Assignment: The customer may not transfer any of their rights, duties, or claims under the contract without prior approval from Nimbus 3D.

Applicable law and jurisdiction: These terms and conditions and all legal relationships arising from this contractual relationship are governed by substantive Swiss law, excluding conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The regular court at the headquarters of Nimbus 3D has exclusive jurisdiction for all disputes arising from or in connection with the terms and conditions or a contract.

Severability clause: If any clause in these terms and conditions is or becomes invalid or unenforceable, the validity of the remaining clauses remains unaffected. Instead of the invalid or unenforceable clause, a clause that corresponds to the original and hypothetical intent of the contracting parties will be used. The same applies to any gaps in regulations.