Professional Services Terms

Last Updated: March 20, 2026

These Professional Services Terms ("Terms") are incorporated by reference into the applicable Statement of Work ("SOW") entered into between Zolak, Inc. with its principal place of business at 1111b South Governors Avenue, Dover, DE, 19904, United States providing the services ("Provider") and the customer identified in such SOW ("Customer"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Provider’s Terms of Use ("Agreement").

1. Services and Scope

1.1 Performance. Provider shall perform the professional services, including but not limited to 3D modeling, account configuration, technical integration, and rendering services (collectively, "Services"), as described in the applicable SOW.

1.2 Changes to Scope. Customer may request changes to the Services ("Change Request"). Provider shall not be obligated to perform any changes until the Parties have mutually agreed in writing upon the effect of such changes on the Fees and timeline ("Change Order").

1.3 3D Representation. Customer acknowledges that 3D modeling is an artistic process. While Provider attempts to replicate physical products accurately, Deliverables are digital approximations. Minor discrepancies in texture, lighting, or color between the physical product and the 3D model shall not constitute a material defect.

1.4 Technical Dependencies. Customer acknowledges that Services regarding technical integration may depend on the availability and compatibility of Customer’s internal systems or third-party platforms (e.g., e-commerce gateways, ERPs). Provider is not responsible for delays or failures caused by (i) defects or unavailability of such third-party platforms, or (ii) Customer’s failure to provide necessary API access or documentation.

2. Customer Obligations

2.1 Customer Materials. Customer shall provide all necessary assets required for the Services, including but not limited to high-resolution reference photos, physical dimensions, CAD files, fabric swatches, and texture maps ("Customer Materials").

2.2 Delays. Provider’s ability to perform the Services depends on Customer’s timely cooperation. If Provider is delayed by Customer’s failure to provide Customer Materials or feedback ("Customer Delay"), the applicable deadlines shall be extended day-for-day, and Provider shall not be liable for any resulting delay damages.

2.3 Designated Representative. Customer shall designate one (1) authorized representative ("Project Lead") who shall serve as the primary point of contact for Provider. Provider shall not be obligated to process feedback, change requests, or instructions from any person other than the Project Lead. In the event of conflicting instructions from Customer’s personnel, Provider may suspend performance until the Project Lead provides a consolidated, written instruction.

3. Delivery, Acceptance, and Hosting

3.1 Delivery. Provider will deliver the work product specified in the SOW ("Deliverables") to Customer for review.

3.2 Acceptance Period. Customer shall have five (5) business days ("Acceptance Period") to review the Deliverables. Customer may reject a Deliverable only if it materially fails to conform to the specifications in the SOW ("Non-Conformance").

3.3 Deemed Acceptance. If Customer does not provide a written notice of Non-Conformance within the Acceptance Period, the Deliverables shall be deemed accepted.

3.4 Revisions. If Customer notifies Provider of a Non-Conformance, Provider shall correct the deficiency at no additional cost. Revisions requested based on subjective preference (e.g., "style" or "feel") rather than objective specifications shall be treated as a Change Request.

3.5 Staged Approvals. For Services involving complex 3D modeling, the parties may agree in the SOW to a staged approval process (e.g., (i) Wireframe/Mesh geometry, (ii) Texture/Material selection, (iii) Lighting/Rendering). Customer approval of a specific stage constitutes a binding acceptance of that stage. Any subsequent changes to a previously approved stage (e.g., modifying the mesh geometry after the texturing stage is complete) shall be treated as a Change Request subject to additional Fees.

3.6 Revision Rounds. Unless otherwise specified in the SOW, the Fees include up to two (2) rounds of revisions per Deliverable, provided such revisions are communicated within the Acceptance Period. Any additional rounds of revisions, or revisions requested after the Acceptance Period, will be billed at Provider’s then-current hourly rates.

3.7 Archival. Provider shall retain copies of the Deliverables for a period of six (6) months following delivery. After such period, Provider shall have no obligation to store or retain the Deliverables or Customer Materials and may delete them without notice.

3.8 No Hosting Obligation. UNLESS CUSTOMER MAINTAINS AN ACTIVE SUBSCRIPTION TO PROVIDER'S PLATFORM UNDER A SEPARATE AGREEMENT, PROVIDER HAS NO OBLIGATION TO HOST, STREAM, OR PROVIDE ONLINE ACCESS TO THE DELIVERABLES. The Services under these Terms are limited to the creation and configuration of assets. Long-term hosting, API access, and use of the Deliverables within Provider's modules are subject to the terms and fees of the applicable subscription.

4. Fees and Payment

4.1 Fees. Customer shall pay the fees set forth in the SOW. Unless otherwise specified, all invoices are due ten (10) days from the invoice date. Fees are non-refundable. All fees are stated in USD or EUR and must be paid by the Customer to Provider in USD or EUR.

4.2 Taxes. All sums payable under these Terms and SOW: (a) are exclusive of VAT or any relevant local sales, use, goods and service, or other similar tax or levy. In the event that any price payable by the Сustomer under these Terms and SOW is subject to (i) any withholding or similar tax; or (ii) any sales, use, goods, and services, value-added, or other tax or levy; or (iii) any other tax or another government levy of whatever nature, the full amount of that tax or levy shall be solely upon the Customer, and shall not reduce the payment to which Provider is entitled under these Terms and SOW. If any taxes, duties, levies, bank electronic funds transfer fees shall be imposed on any sums due under these Terms and SOW, Customer shall be solely responsible for the collection and remittance of those taxes, duties, levies, bank electronic funds transfer fees and/or, if applicable, shall remit the respective amount to Provider on top of any payments under these Terms and SOW.

4.3 No Deductions or Setoffs. All amounts payable to Provider under these Terms and SOW shall be paid by Customer to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

5. Intellectual Property Rights

5.1 Background IP. Provider owns and retains all right, title, and interest in its pre-existing software, including but not limited to tools, libraries, skeletons, lighting rigs, and generic 3D meshes used to create the Deliverables ("Background IP").

5.2 Assignment of Deliverables. Upon full payment of all Fees, Provider assigns to Customer all right, title, and interest in the specific Deliverables (e.g., the final 3D model file of the Customer’s product), subject to Provider’s underlying rights in the Background IP.

5.3 License to Provider. Customer grants Provider a non-exclusive, worldwide, royalty-free license to use, host, reproduce, and display the Deliverables and Customer Materials strictly for the purpose of providing the Services and operating the functionalities of the Provider's Software platform.

5.4 Source Files. Unless expressly stated in the SOW, "Deliverables" refer only to the final output files (e.g., .GLB, .USDZ, or rendered images). Provider is not obligated to deliver underlying source files, edit files, or project libraries (e.g., .MAX, .MA, .PSD layers) used to create the Deliverables. If Customer requests Source Files, such delivery may be subject to additional fees and license terms.

5.5 Machine Learning Usage. Provider retains the right to use, process, and store de-identified, technical meta-data and structural geometry derived from the Services (e.g., polygon topology, material physics settings, and rendering performance logs) ("Service Data") for the exclusive purpose of training and improving Provider’s artificial intelligence models and software. For clarity, Service Data shall not include any Customer trademarks, logos, or proprietary product designs in a format that could allow a third party to reconstruct or identify Customer’s specific products.

6. Warranties and Disclaimer

6.1 Mutual Warranties. Each Party represents and warrants that: (a) it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has the full right, power, and authority to enter into these Terms and to perform its obligations hereunder; and (c) the execution of these Terms by its representative has been duly authorized by all necessary corporate or organizational action.

6.2 Performance Warranty. Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

6.3 Optical Accuracy. Customer acknowledges that the appearance of 3D materials, textures, and colors may vary depending on the lighting conditions simulated in the render and the calibration of the display device used to view the Deliverables. Provider does not warrant that the digital representation will display identically on all devices or perfectly match the physical product under all real-world lighting conditions. Minor colorimetric deviations shall not constitute a Non-Conformance.

6.4 Physical Product Rights. Customer represents and warrants that it owns or holds all necessary rights, licenses, and permissions to the physical furniture or products depicted in the Customer Materials. Customer acknowledges that Provider creates digital replicas solely based on Customer's instructions and assumes no liability for any claim that the design of the underlying physical product infringes the intellectual property rights (including trade dress or design patents) of any third party.

6.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT GUARANTEE THAT THE 3D MODELS WILL RESULT IN ANY SPECIFIC VOLUME OF SALES FOR CUSTOMER OR THAT THE DELIVERABLES WILL BE ERROR-FREE.

7. Indemnification

7.1 Indemnification by Provider. Provider shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party ("Claim") alleging that the Deliverables, as delivered by Provider and used in accordance with these Terms, infringe any valid copyright or trademark, or misappropriate any trade secret of such third party. Provider shall indemnify Customer from any damages, reasonable attorneys’ fees, and costs finally awarded by the competent court against Customer as a result of such Claim.

7.2 Exclusions to Provider’s Liability. Provider shall have no obligation under Section 7.1 to the extent any Claim arises from:
(a) Customer Instructions: Provider’s compliance with designs, specifications, or instructions provided by Customer (including the modeling of specific physical products requested by Customer);
(b) Customer Materials: The inclusion of any images, textures, logos, or 3D assets provided by Customer;
(c) Modifications: Any modification of the Deliverables by any party other than Provider; or
(d) Combinations: The combination of the Deliverables with software, hardware, or content not provided by Provider, if the infringement would have been avoided without such combination.

7.3 Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s breach of Section 5 (Intellectual Property) or Section 6 (Warranties); (b) any claim that the Customer Materials or Customer’s specific instructions infringe the intellectual property rights of a third party; or (c) Customer’s violation of applicable law.

7.4 Indemnification Procedure. The party seeking indemnification ("Indemnitee") shall: (a) promptly notify the indemnifying party ("Indemnitor") in writing of the claim; (b) grant Indemnitor sole control over the defense and settlement of the claim (provided that Indemnitor may not settle any claim without Indemnitee’s prior written consent unless the settlement unconditionally releases Indemnitee of all liability); and (c) reasonably cooperate with Indemnitor, at Indemnitor’s expense, in the defense.

7.5 Infringement Remedies. If the Deliverables become, or in Provider’s opinion are likely to become, the subject of an intellectual property Claim, Provider may, at its option and expense: (a) procure for Customer the right to continue using the Deliverables; (b) replace or modify the Deliverables so that they become non-infringing without materially degrading functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the applicable SOW and refund to Customer any pre-paid fees for the affected Deliverables. The foregoing states Provider’s sole liability and Customer’s exclusive remedy for any IP infringement claim.

8. Limitation of Liability

8.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8.2 Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.

9. Term and Termination

9.1 Term. These Terms shall remain in effect as long as any SOW is active.

9.2 Termination for Cause. Either party may terminate SOW immediately upon written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days of receipt of notice.

9.3 Effect of Termination. Upon termination of SOW for any reason other than Provider’s breach: (a) Customer shall immediately pay Provider for all Services performed and expenses incurred up to the effective date of termination; and (b) if the Fees were fixed-price, Customer shall pay a pro-rated amount based on the percentage of completion as reasonably determined by Provider.

10. General Provisions

10.1 Independent Contractor. Provider is an independent contractor, not an employee or partner of Customer.

10.2 Subcontracting. Provider may subcontract any portion of the Services to third parties (e.g., freelance 3D artists or development partners). Provider remains fully responsible to Customer for the performance of such subcontractors and for their compliance with the confidentiality obligations set forth herein.

10.3 Non-Solicitation. During the term of any SOW and for twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit for employment or hire any employee or contractor of Provider who was materially involved in providing the Services. In the event of a breach of this provision, Customer shall pay Provider liquidated damages equal to 100% of the solicited person’s annual gross compensation.

10.4 Publicity. Notwithstanding anything to the contrary, Provider may include the Deliverables (specifically, the final 3D visualizations) in its public portfolio, website, and social media for marketing purposes, provided such use does not disclose Customer’s Confidential Information (e.g., unreleased product specs or pricing).

10.5 Assignment. Neither party may assign these Terms and/or SOW or any right under these Terms and/or SOW, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that Provider may assign these Terms and SOW in cases of merger, acquisition, asset sale or assignment of respective intellectual property rights required for the due performance of these Terms and SOW. These Terms and SOW shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

10.6 No Third Party Beneficiaries. These Terms and SOW is an agreement between the parties and confers no rights upon either party’s employees, agents, contractors, partners of customers, or upon any other person or entity.

10.7 Waiver. The failure or delay by either party to enforce any provision of these Terms or SOW will not constitute a waiver of that provision or of the right to enforce it at a later time. No waiver of any provision of these Terms shall be effective unless it is in writing and signed by an authorized representative of the party against whom the waiver is sought to be enforced. A waiver of any breach of these Terms is not a waiver of any subsequent breach.

10.8 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any SOW (excluding the obligation to pay fees due for Services already performed) if such delay or failure is caused by events beyond its reasonable control, including but not limited to: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials, failures of third-party internet service providers, denial of service attacks, or failures of third-party hosting services (e.g., AWS, Azure) (collectively, "Force Majeure Events"). The party asserting a Force Majeure Event shall: (i) promptly notify the other party in writing of the event and its expected duration; and (ii) use commercially reasonable efforts to mitigate the effects of the event on its performance. If a Force Majeure Event prevents Provider from performing the Services for a continuous period of more than thirty (30) days, either party may terminate the affected SOW upon written notice to the other party. In such event, Customer shall pay Provider for all Services performed and expenses incurred prior to the effective date of termination.

10.9 Entire Agreement. These Terms, together with the SOW and the Terms of Use, constitute the entire agreement between the parties regarding the Professional Services.

11. Governing Law and Dispute Resolution

11.1 Governing Law. These Terms and any action related thereto shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

11.2 Dispute Resolution. Any dispute, controversy or claim arising out of or relating to these Terms and SOW, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by JAMS. The arbitration will be conducted in accordance with the JAMS Streamlined Arbitration Rules and Procedures (for claims under $250,000) or the JAMS Comprehensive Arbitration Rules and Procedures (for claims over $250,000). The tribunal will consist of a sole arbitrator. The arbitration agreement shall be governed by the laws of the State of Delaware. The seat of the arbitration will be Delaware. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

11.3 Online Arbitration. The arbitration shall be conducted entirely online via videoconference (e.g., Zoom) or other remote dispute‐resolution technologies provided or approved by JAMS, unless the parties mutually agree otherwise. The parties expressly waive any right to an in-person hearing.

11.4 Exceptions (Small Claims & IP). Notwithstanding Clause 11.2:
(a) Either party may bring an individual action in small claims court if the claim qualifies (e.g., for simple debt collection); and
(b) Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of its intellectual property rights or misuse of Confidential Information.

11.5 Class Action Waiver. You and Provider agree that any arbitration or court proceeding shall be conducted solely on an individual basis. You waive any right to participate in a class action, class arbitration, or representative proceeding.

11.6 Final Decision. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction. The prevailing party in any arbitration or litigation arising out of these Terms shall be entitled to recover its reasonable attorneys’ fees, filing fees, and costs from the non-prevailing party, in addition to any other relief awarded.