Terms and Conditions

TERMS AND CONDITIONS as applicable to all Paclab License Agreements

Version July 2024

Article 1. Definitions

In these General Terms and Conditions, the following definitions apply:

• Account: An account that a Registered User sets up and that is required to use the Platform. The License Agreement determines if and how many Accounts a Registered User can register.
• Annual Subscription: A License Agreement closed between Paclab and a Registered User with the initial term of 12 months, according to the conditions as set out in these Terms and Conditions and the respective License Agreement.
• Applicable Law: All relevant Dutch laws, rules, and regulations including but not limited to intellectual property law, privacy, and personal data collection.
• Catalogue(s): Visual (group of) libraries with more or less structured databases containing 3D mockups and technical information about each 3D mockup, provided by Registered Users with a License to create and share Catalogue(s).
• Content: All information uploaded by any User included in the presentations and in the 3D models and Catalogues configured with the Software, including the Mock-ups, 3D models, graphics, photographs, videos, drawings, texts, conferences, multimedia contents, and any other scientific, artistic, or literary works and presentations, data, images, commercial brands, trademarks, and any other items.
• License(s): A license that gives a Registered User the right to use the Platform under specific and express conditions as defined in the License Agreement.
• License Agreement: A formal agreement between a Registered User and Paclab, outlining the specific terms, conditions, and details of the licensing arrangement.
• License Fees: The amount payable by a User as stipulated in the License Agreement.
• Platform: The Paclab user interface that is accessible by Users and that allows for collaborative use of the Software.
• Passive User: Any natural or legal person that has been invited by a Registered User to access the Platform and view whatever Content the Registered User has invited this Passive User to. Passive Users have no License but are bound by the Paclab terms of use for the use of the Platform and/or Software.
• Registered User: Any natural or legal person that has registered with the Platform and is a licensee to a License.
• Software: The programme with the specific information, designs, components, and features as described in the applicable License, as provided by Paclab to the User under the conditions as described in these Terms and Conditions and the License Agreement.
• Terms & Conditions: These terms and conditions.
• Website: www.paclab.nl, www.instabox3d.com, and www.instapack3d.com
• Paclab: Brand name and trademark of Paclab Solutions B.V.
• Paclab Solutions B.V.: Paclab Solutions B.V., a limited liability company in the Netherlands located at Hengeloseweg 10, 7251PC, Netherlands, the company that owns the Platform and Software Paclab and that enters into License Agreements with Registered Users.

Article 2. Applicability

1. These Terms and Conditions are applicable to all License Agreements between the Registered User and Paclab.
2. General (purchasing) conditions of the Registered User do not apply.
3. Exceptions to these Terms and Conditions are only valid and binding if and insofar these have been agreed between Paclab and a Registered User in writing and/or through a License Agreement.
4. Paclab has the sole right to unilaterally amend these Terms and Conditions at all times and shall notify the Registered User of such amendment(s) in writing and the effective date of such amendment(s).
5. If one of multiple provisions in these Terms and Conditions is declared void through judicial intervention, the remaining provisions will remain in full force.
6. These Terms and Conditions shall remain in full force in the event that Paclab fully or partially changes its name, legal form, or owner. Paclab shall, at all times, be entitled to transfer its rights and obligations under these Terms and Conditions to a subsidiary, affiliate, or group company.
7. The Registered User explicitly declares to have received these Terms and Conditions prior to the conclusion of any registration with the Platform and/or prior to entering into any License Agreement. The Registered User also explicitly declares to have read the contents of these Terms and Conditions and to agree with all its conditions and provisions.

Article 3. License Agreement

1. Upon acceptance of these Terms and Conditions and the License Agreement by a Registered User, the License Agreement between that Registered User and Paclab comes into force.
2. The License Agreement entails a non-transferable and non-exclusive right for the Registered User to use the Software and Platform subject to the payment of the applicable Licence Fees in force at any time, and in accordance with the provisions of the License Agreement and the Terms and Conditions.
3. The Terms and Conditions form an integral part of the License Agreement. In the event of any discrepancy or inconsistency between the provisions of the Terms and Conditions and the License Agreement, the provisions of the latter shall prevail.

Article 4. Term, Termination

1. When entering into a License Agreement, a Registered User automatically selects an Annual Subscription.
2. An Annual Subscription is concluded for an initial term of 12 months. After expiration of the initial term, unless the Registered User terminates the License Agreement at the end of the initial 12-month term by written notice, taking into account a 1-month notice period, the Annual Subscription shall automatically be extended for a period of 12 months.
3. Paclab is, at all times, entitled to terminate a License Agreement by sending a written notice (including e-mail), taking into account a 1-month notice period at the end of a subscription year;
4. Notwithstanding the provisions of this Article, Paclab is entitled to immediately terminate a License Agreement by sending a written notice (including e-mail), without the requirement of prior notice, in the event that:
   1. A Registered User infringes Applicable Law and/or any provision of the License Agreement and/or the Terms and Conditions;
   2. A (temporary) moratorium of bankruptcy of the Registered User or Paclab or an effective resolution is passed for the winding up of Registered User or Paclab;
   3. A situation as described in Article 7.2 occurs;
   4. Paclab, in its sole discretion, concludes that a Registered User has given any incorrect information when entering into a License Agreement.
5. Expiration or termination of the License Agreement entails de-activation of the Content published or made available by the Registered User, and the termination of the permits granted with the licence acquired upon registration.
6. Any Registered User that re-enters into a License Agreement within 1 (one) year of the date of the termination of their License may recover their Content, by accessing with the same e-mail address and password. After this period of time, the Content shall be automatically deleted from the Platform.
7. If the Licence Agreement is terminated on any of the grounds as stipulated in section 5 of this Article, the Content of the respective Registered User shall be deleted from the Platform immediately.

Article 5. Blocking of an Account, Removal of Content

1. Without prejudice to the provisions of Article 4.5, Paclab may at any time and without prior warning, at its absolute discretion, block access to an Account and/or delete files and/or Content, in the event that any provision from these Terms and Conditions and/or the License Agreement is not being respected, including in the event of improper, incorrect, and/or infringing use of the Platform by any Registered User.
2. In the event that an Account has been blocked, Paclab shall keep the necessary data and files in the event they need to be used in any litigation before the competent authorities.
3. Any Registered User may request to cancel an Account(s) at any time by notifying this to the e-mail address support@paclab.nl.

Article 6. License Fees

1. The Registered User shall pay Paclab the License Fees.
2. Unless agreed otherwise, License Fees shall be paid in Euros and be exclusive of VAT. Should any VAT be due, this shall be payable by the User.
3. the License Fees are payable annually, before the start of each subscription year during the term of the License Agreement. Paclab shall invoice the User annually.
4. In the event of premature termination, no repayment of any License Fees takes place.

Article 7. Payment

1. Paclab will invoice the Registered User and require payment prior to the provision of services. An invoice for renewing an existing license will be issued at least 2 weeks before the current license expires.
2. In the event that Paclab does not receive the payment of a Registered User, for example because the payment is blocked, rejected, withdrawn or in any other way unsuccessful:
   1. The Registered User is in default immediately without the requirement of Paclab to give notice of default;
   2. Paclab is entitled to immediately block all Accounts of that Registered User, suspend all its services and/or terminate the License Agreement immediately;
   3. Paclab is entitled to charge on the amount due statutory interest and compensation for (extra) judicial debt collecting costs made by Paclab.

Article 8. Responsibilities of the User

Use of the Account

1. The Registered User is solely responsible for the activities performed with their Account(s).
2. The username and password supplied are identification elements that allow the Registered User to access the Platform and are personal and non-transferable. Any Registered User must keep its Account identification in a safe place. In the event that a Registered User detects any fraudulent use of their account, they must notify the incident immediately and in writing to Paclab at support@paclab.nl.
3. Unless otherwise stated in the License Agreement, only one account per Registered User is allowed, and no Registered User may access the system using the Account of another Registered User without the express authorization of that Registered User.

Content

4. By posting Content on the Platform, a Registered User expressly acknowledges, guarantees, allows, and agrees, except such is expressly agreed otherwise in the License Agreement, that Content can be made public. By designating (a piece of) Content to be public, a Registered User expressly authorizes Paclab to view and to allow all users of the Platform to view this public Content. Once a Registered User has made Content public, Paclab is granted, without financial compensation, and particularly to exploit such Content both for purposes of external and internal communication, and for institutional, events, promotional or advertising purposes, whether within the scope of the Platform or for other purposes, a worldwide, non-exclusive, transferable, sub-licensable, unlimited royalty-free license to use this Content. This license allows Paclab, without limitation, to edit such Content, to include or reproduce it, in whole or in part, to represent it, to translate it, to group it with other Content or elements, to use it and to distribute or spread it, in whatever way, through whatever media. This license shall continue to exist including in the event that the Registered User has edited, redesigned or removed such Content and/or the Registered User has designated that this Content is no longer public.
5. Without prejudice to the foregoing, Paclab reserves the right to refuse or cancel the publication of Content at any time, where in its opinion it considers that the publication of the said contents could constitute an infringement of intellectual or industrial property, the rights of children, or rights regarding honour, privacy, and one’s own image.
6. Any Registered User that uploads Content to the Platform is solely responsible for such Content, as well as for making sure that such Content meets the requirements for use and viewing in the Platform. Paclab shall never be liable for any incorrect or defective viewing of the Content uploaded by any User when the Content does not comply with the technical and/or formatting requirements of the Software/Platform.
7. Any Registered User is solely responsible for its communication on the Platform. A Registered User may not, under any circumstances, when communicating on the Platform and/or uploading or creating Content:
   1. Publish, advertise, distribute, or disseminate material or information that is harmful, defamatory, unlawful, obscene, or illicit, or Content that incites or excuses the use of violence, weapons, racial or religious hatred or segregation;
   2. Use the Platform or Software for the purpose of carrying out any 3D presentation of weapons, or which alludes to, refers to, contains, or entails the direct or indirect use of any kind of weapons;
   3. Use the Platform to threaten, bully, or in any way infringe the legitimate rights and interests of third parties (including but not limited to the rights to honour, privacy, and one’s own image);
   4. Intercept or attempt to intercept e-mail;
   5. Upload or create Content that infringes Applicable Law or these Terms and Conditions;
   6. Upload files containing viruses or fraudulent data;
   7. Remove any authorship notice, legal warnings, or designations of ownership or distinctive signs;
   8. Generate or use Content for any other purpose than the creation of mock-ups, presentations, models, etcetera, including, without limitation, any purpose which is outside of the Software’s range of use.

Use of the Platform and Software

8. Any Registered User undertakes not to evade, disable, or tamper with the security of the Platform and/or Software in any way.
9. The Registered User is bound to use the Software and Platform appropriately. This means that the use of the Software and Platform includes (but is not limited to) the following principles:
   1. The Software can only be reproduced to the extent necessary to load, display, run, transfer, or save models and Content at the Platform. A Registered User cannot create, extract or distribute any copy of the Software, or decompile the Software or translate it in any other way into the source code or in any other human-legible format;
   2. The right to an appropriate use applies to the configurated and established form of the Software;
   3. The Registered User that has created Content on the Platform is, when sharing this Content outside the Platform, bound to link to the Platform and use whatever Paclab corporate image usage manual is existent and communicated to the Registered User at any time;
   4.  The models used by the Registered User which come from the Platform’s libraries can only be modified and edited within the limits as described on the Platform for that specific model. If the Registered User uses such models, the Registered User is bound to respect the formats and, if applicable, whatever Paclab corporate image usage manual is existent and communicated to the Registered User at any time.
10. Except if explicitly stated otherwise in the License Agreement, a Registered User is not allowed to:
    1. Use the Software to create or publish Catalogues, create editing groups on the Platform, or interoperate with third-party data (clients, suppliers, etc).
    2. Distribute or make available the Software to third parties. This limitation includes the transfer, sale, leasing, loan, (sub) licensing or any other form of distribution, as well as the exposure and making available the Software, Content and 3D models created in the Software or their printed versions.

Use of Third Party Services Through the Platform

11. Registered Users can engage in working with third parties whose services are offered through the Platform. Third party terms of use may apply. It is the sole and exclusive responsibility of the Registered User to make use of any third party service, even if offered through the Platform. Under no circumstances shall Paclab be responsible for any commercial relations entered into between a Registered User and a third party offering services on the Platform. Therefore, Paclab shall not be liable in any way, for example but not limited to any damage resulting from engaging with such third party, any third party connection not working (appropriately) and/or the removal of a third party connection.
12. Unless stated otherwise in the applicable License Agreement, without the prior written approval from Paclab, no Registered User is allowed to interoperate the Software with third-party software and/or to create any third party liaison through the Platform.

Article 9. Representations and Warranties of the Registered User

1. Any Registered User represents and warrants to have given true information when entering into a License Agreement.
2. Any Registered User, when creating or uploading Content, represents and warrants that it is in possession of the licences, rights, consent, and permits necessary in order to make public the Content, and that the Content does not infringe any Applicable Law, or any kind of commercial secret, patent, trademarks, or any other third-party rights, and that the Registered User is authorized to proceed directly to the reproduction and public communication (including interactive public communication via the internet) of such Content. Any Registered User must, at the first request of Paclab, be able to immediately provide Paclab with proof of the relevant licences or documents concerning the authorization and/or assignment of rights as stipulated in this section.

Article 10. Undertakings of Paclab

1. Paclab warrants that its services are provided conform the description in the License Agreement and in a professional and workmanlike manner.
2. Paclab shall provide its services in accordance with the service levels as stipulated in the License Agreement.

Article 11. Intellectual Property of Paclab

1. Paclab reserves all intellectual and industrial property rights over the Website, Platform, and Software, the design, the images and descriptive information of the images, all content, any multimedia components, as well as the distinctive corporate signs associated with the Website, Platform, and Software. Paclab is the exclusive owner of the exploitation, or where appropriate, has the relevant authorities, over the data, programs, procedures, illustrations, photographs, texts, multimedia content, design, and distinctive signs in or associated with the Website, Platform and Software.
2. A Licence Agreement does not grant the right to change or eliminate information of property, brands, copyright notices or any other brand notices on the Software or in the information of the Software or in the Platform or on the Website.

Article 12. Intellectual Property of the User

1. A Registered User does not, by the fact of publishing Content on the Platform, assign any of their rights to Paclab or any other User.
2. A Registered User that uses the models or Content of another Registered User, expressly acknowledges that specific terms, instructions or limitations apply to this use, as designated or communicated by this other Registered User. It is a matter between Registered Users to communicate about, commit to and comply with such terms, instructions or limitations. Other than enabling (the communication through) the Platform, Paclab does not play any role in such matters. Paclab cannot be held responsible or liable for any damages resulting from an arrangement between Registered Users or a Registered User and a Passive User that has been breached.

Article 13. Disclaimer

1. Any Registered User is solely responsible for placing and using of Content and for the legal consequences that the reproduction and public communication of the said Content may have. As such, any Registered User is solely and exclusively liable for any possible infringements of rights in accordance with the Applicable Law. A Registered User accepts that where anyone files a claim against Paclab in connection with or in relation to Content uploaded or published by a Registered User, the said Registered User shall be liable for all damages, and indemnify and hold harmless Paclab in respect of any losses, harm, or expenses of any kind (including all reasonable lawyers’ costs and fees) that may arise as a result of the said claim.
2. Paclab shall not be liable for any losses or alterations to Content or other files caused by any unauthorized use that may occur to (an) Account(s) of a Registered User. A Registered User acknowledges and accepts that losses or alterations to Content or other files may happen as a result of failures or incidents affecting the server, unlawful interferences (e.g. hackers), or other reasons beyond the control of Paclab. A Registered User expressly waives any claim for damages against Paclab for any losses or harm that may derive from the loss or alteration of Content.
3. In offering the Platform, Paclab makes use of third party servers, for example in the Amazon cloud. Paclab does not warrant that the service will be appropriate or available from any countries or locations. Any Registered User that accesses or uses the Platform from other locations or servers do so at their own discretion and are responsible for complying with Applicable Law, these Terms and Conditions and the License Agreement, holding Paclab completely harmless in this respect.
4. Paclab does not warrant that the Platform, Software and the server are free from viruses, and shall not be liable for any possible losses or harm that may derive from interferences, omissions, interruptions, software viruses, telephone breakdowns or disconnections in the operational functioning of this electronic system caused by reasons unrelated to Paclab, or for delays or breakdowns in the use of this electronic system caused by deficiencies in the telephone lines or system overloads on the internet or in other electronic systems, or for any losses that may be caused by third parties by way of unlawful interferences that are beyond the control of Paclab.

Article 14. Limitation of Liability

1. A Registered User that infringes any provision of the License Agreement and/or the Terms and Conditions, including a breach of any representation or warranty as defined in Article 9, shall fully indemnify and hold harmless Paclab for any damages incurred (including reasonable attorney fees), including for any damages resulting from a claim that a third party has brought against Paclab.
2. Paclab will only be liable for wilful misconduct or gross negligence and, beyond that, does not assume any additional liability. Consequently, Paclab is exonerated from any and all liability claims for damages caused by any legal reason, including, without limitation, claims for damages or claims filed for breach of contractual or precontractual obligations or any other type of obligations.
3. Under no circumstances shall 3D Interaction Solutions be liable to a Registered User for any indirect, incidental, special, consequential or exemplary damages arising from the use of the Platform and/or any License, including loss of profits or lost revenues, business interruption or loss of business information, production failure, impairment of other goods or otherwise, even if it has been advised of the possibility of such damages.
4. The maximum liability of Paclab will in all cases be limited to the amount of a monthly License Fee as payable by the respective User (either the monthly License Fee in the event of a Monthly Subscription, or the monthly pro rata part of the License Fee in the event of an Annual Subscription), which amount will in no even exceed the amount that the liability insurance of Paclab compensates Paclab for.

Article 15. Force Majeure

1. In the event that Paclab is unable to fulfil its obligations following from any License Agreement due to a non-attributable failure (force majeure), the fulfilment of those obligations will be suspended for the duration of the force majeure situation.
2. If the force majeure situation continues for more than one month, both Paclab and the User will be entitled to dissolve the License Agreement partly or in full, insofar as the force majeure situation justifies this, all this in accordance with the other provisions in these Terms and Conditions.
3. In the event of force majeure applicable to Paclab, the Registered User will not be entitled to any compensation (in damages), not even if Paclab were to have any advantage as a result of the force majeure.
4. Force majeure is taken to mean every circumstance beyond the control of Paclab, fully or partially impeding the fulfilment of Paclab’s obligations towards User, or as a result of which the fulfilment of Paclab’s obligations cannot reasonably be required from Paclab, regardless of the fact whether that circumstance could have been foreseen at the time the agreement of services was concluded. Those circumstances will include: measures by any government body, understaffing due to illness, force majeure applicable to a third party that has been engaged, including unscheduled maintenance or other disruptions of the hosting, server or cloud suppliers, technical breakdowns, loss of information or files, all in the broadest sense of the terms.

Article 16. General Provisions

1. A Registered User cannot assign, or transfer the benefit of any License Agreement or this Terms and Conditions to any third party without the prior written consent of Paclab.
2. The use of the Platform and the Software, as well as the contents of any License Agreement and the Terms and Conditions are subject to Dutch law.
3. Any dispute arising out of or relating to this any License Agreement and the Terms and Conditions or use of the Platform will be subject to the jurisdiction of the competent courts in Amsterdam, The Netherlands.