1.1

SLAVEN refers to SLAVEN, Virtual Styling & Visualization Studio, registered as Slaven Stevanović PR Specialized Design Activities SLAVEN Rumenka, Serbia, and any of its affiliates.

1.2

Client refers to you, the person accepting Our Terms and Conditions, signing the Proposal and Agreement.

1.3

Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any schedules or attachments hereto.

1.4

Proposal refers to a document in writing that is generated by SLAVEN and contains all terms on a task to be performed by SLAVEN, including but not limited to project definition, scope of the work, detail description of the services and/or product to be provided, the process, the schedule and the project duration, payment terms and deadlines, contact person of each Party.

1.5

Party, Parties refers to the Client and ourselves, or either the Client or ourselves.

1.6

Representatives means directors, officers, employees, agents and advisors (including, without limitation, attorneys, accountants, consultants, and financial advisors and their representatives) of either SLAVEN or Client and their controlling and/or affiliated companies, and any other person engaged by any of them in connection with their mutual business cooperation.

1.7

Client Content means all materials, information, factual, promotional, or other advertising claims, branding documents, 3D models, reference imagery, mood boards, material and texture references, all cad files with drawings, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.8

Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Copyright Law.

1.9

Deliverables means the services and work product specified in the Proposal to be delivered by SLAVEN to Client, in the form and media specified in the Proposal. Deliverables may include, but are not limited to, high-resolution product and/or furniture and/or interior and/or exterior visualizations, animations, 360-degree renders, 3D model files, textures, photography, audio-visual works, and similar materials delivered in digital format.

1.10

Designer Tools means all design tools developed and/or utilized by SLAVEN in performing the Services, including without limitation pre-existing and newly developed software, Web and application tools, together with AI technology and any other software, or other inventions whether or not patentable.

1.11

Final Deliverables means the final versions of Deliverables provided by SLAVEN and accepted by Client.

1.12

Final Works means all creative content developed by SLAVEN, or commissioned by SLAVEN, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, high-resolution product and/or furniture and/or interior and/or exterior visualizations, animations, 360-degree renders, 3D model files, textures, photography, audio-visual works, and similar.

1.13

Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, 3D models, visualizations, or other alternate or preliminary designs and documents developed by SLAVEN and which may be shown to Client for consideration but do not form part of the Final Works.

1.14

Services means all services and the work products to be provided to Client by SLAVEN as described and otherwise further defined in the Proposal.

1.15

Third Party Materials means proprietary third-party materials which may or may not be incorporated into the Final Deliverables.

2.1

These Basic Terms and Conditions shall form an integral part of any Proposal between SLAVEN and Client.

2.2

These Basic Terms and Conditions, together with Proposal(s), and any other Supplements designated below, together with any schedules or attachments hereto, constitute an Agreement.

2.3

SLAVEN will not supply services or products on any other Basic Terms and Conditions than those set out herein.

3.1

The terms of the Proposal shall be effective for twenty (20) calendar days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

3.2

By accepting a Proposal and/or Basic Terms and Conditions, the Client engages SLAVEN to perform the Services with such scope and quality as set out in detail in the Proposal.

4.1

SLAVEN shall commence its work on a project and/or provision of services upon the Client’s delivery of the signed Agreement – Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any schedules or attachments hereto.

4.2

SLAVEN will initiate work on a project and/or provision of services once the Client delivers all requested project-related information. This may include, but is not limited to: branding documents, 3D models, reference imagery, mood boards, material and texture references, all cad files like floorplans, etc., and all other relevant information Client have.

5.1

Fees. In consideration of the Services to be performed by SLAVEN, Client shall pay to SLAVEN fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.

5.2

Additional Costs. Any additional costs incurred by SLAVEN with the prior approval of the Client will be billed accordingly, unless explicitly provided otherwise in the Proposal. These costs may include, but are not limited to:

I.

Additional expenses for 3D models and textures essential for project compilation, if such assets are not available in SLAVEN’s existing model bank. This applies particularly when the client cannot be satisfied with substitute models or textures from SLAVEN’s model and texture bank, and when the whole cost of these assets exceeds 5% of the total project price.

II.

Costs related to rendering farms if their usage is for any reason specifically requested by the client.

III.

Expenses for any necessary third-party services, including, but not limited to: 3D scanning, photography and/or artwork licenses, illustrations, various design services, videos, etc.

5.3

Deposit, Invoices & Payments

5.3.1

Upon the execution of this Agreement, the Client shall make an advance payment(hereinafter referred to as "Deposit") to the SLAVEN. The Deposit shall amount tofifty (50) percent (%) of the total project fee outlined in the Proposal.

5.3.2

The Client shall make the Deposit within five (5) business days of the execution of this agreement.

5.3.3

This deposit will be applied before the commencement of any work outlined in this agreement.

5.3.4

In the event of termination of this agreement, Client should refer to Section 15 for comprehensive information regarding the treatment of the deposit and other relevant considerations.

5.3.5

Client shall pay all invoices within five (5) business days of the invoice date unless explicitly stated otherwise in the Proposal.

5.3.6

Client can enjoy a 2% discount if payment is made within three (3) days of receipt.

5.3.7

Late fee applies after the due date, according to the local laws.

5.3.8

Any discrepancies must be communicated within two (2) days of receipt.

6.1

The Parties agree that SLAVEN shall deliver to the Client the product in smaller resolution with embedded trademark until the full payment and/or of each and all fee installments.Only after the payment of the total fee, SLAVEN shall deliver the final product (in full resolution and without embedded trademark) to the Client

6.2

SLAVEN shall deliver the product in accordance with the schedule and/or phases, and deadlines set out in the Proposal.

6.3

Before sending the first Deliverables, Clients and SLAVEN shall agree on the overall scene context. This may include, but is not limited to, the disposition of objects/products, materials, textures, coloring, lighting, camera position, overall mood, etc.

6.4

SLAVEN shall continue with the work on product and/or providing the services within a following project phase (if the Project is structured in Phases) only if the Client has paid the installment for the previous project phase, as set out in the Proposal.

7.1

Additional Changes. The Client shall be responsible for additional charges associated with changes requested that fall outside the scope of the Services outlined in the agreed-upon Proposal. The SLAVEN is authorized to submit an additional and separate Proposal to the Client for any such additional work. Work shall not begin on the revised Services until a fully signed revised Proposal and, if required, any additional retainer fees are received by SLAVEN. These charges are in addition to all other amounts payable under the Proposal, irrespective of any maximum budget, contract price, or final price stated therein. The SLAVEN reserves the right to extend or modify any delivery schedule or deadlines in the Proposal and Deliverables, as may be necessary due to such changes.

7.2

Iterations. After first Deliverables, SLAVEN will offer the Client two (2) rounds of feedback. Such feedbacks are intended to progress the images forward and not to be used for redesigns and/or substantive changes.

7.3

Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of thirty percent (30%) of the time required to produce the Deliverables, and or the value or scope of the Services, SLAVEN shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by SLAVEN.

7.4

Timing.SLAVEN will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal.

Client agrees to review Deliverables within a maximum of five (5) business days and promptly either (i) approve the Deliverables in writing or (ii) provide written comments sufficient to identify Client’s concerns, objections or corrections. SLAVEN shall be entitled to request written clarification thereof. Client acknowledges and agrees that SLAVEN’s ability to meet schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of this Agreement by SLAVEN.

7.5

Acceptance. SLAVEN will exercise commercially reasonable efforts to make all necessary corrections prior to providing Deliverables to Client.

Client, within five (5) business days of receipt of each Deliverable, shall notify SLAVEN, in writing, on acceptance or on any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and SLAVEN will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

7.6

Suspension Fee. Client acknowledges that SLAVEN has reserved time exclusively to perform the Services agreed in Proposal. Accordingly, in the event Client causes a delay in the Services (“Client Delay”), Client shall pay to SLAVEN, in addition to fees and expenses already incurred through the date of such Client Delay, a Suspension Fee equal to SLAVEN’s hourly fees for idle time, set at $50/hour, resulting from the Client Delay.This is unless SLAVEN is able to secure alternative work for that time for the same or greater compensation. Client acknowledges that if SLAVEN accepts other work because of a Client Delay, SLAVEN may adjust time to complete the Services as necessary to accommodate such other work.

8.1

The Client is obliged to sign the certificate of acceptance of the Final Works, or to lodge objections to its conformity within 3 (three) business days from the date of delivery of the Final Works.

8.2

If the Client fails to object to conformity of the delivered Final Works within the specified deadline of 3 (three) business days, the delivered product shall be considered to be compliant and the certification of acceptance as signed by the Client.

8.3

In the event that there is any objection to the quality of the Final Works, the Client shall be obliged to inform SLAVEN thereof in writing, explaining therein such objections.

9.1

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

I.

coordination of any decision-making with parties other than the SLAVEN;

II.

provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;

III.

providing a 3D model and textures of Client product(s) if exists. If 3D models and textures are not available, and on Client request, SLAVEN may develop the 3D models and textures of the product(s), but this will incur additional costs as outlined in the Proposal.

10.1

Ownership of Product. SLAVEN shall be the sole proprietor of the product and the sole holder of all rights on the product, including all Intellectual Property Rights on the product and all its versions, until the full payment of the fee by the Client.

10.2

Ownership Transfer. Upon the full payment of the fee, SLAVEN shall transfer the property rights on the Final Works of the product to the Client. The transferred rights include the right to reproduce, display, and distribute the Final Works without the need for special consent from SLAVEN.

10.3

Exclusivity. It is expressly clarified that this transfer of rights pertains solely to the Final Works and does not extend to Preliminary Works or Working Files. Preliminary Works and Working Files are the exclusive property of SLAVEN, and the Client shall have no rights, ownership, or access to them.

10.4

Exclusivity. The Client may, upon agreement as outlined in the Proposal, obtain exclusive rights to Preliminary Works and Working Files associated with the project. Any such exclusivity shall be clearly stated in the Proposal, specifying the scope of exclusivity. However, it is expressly acknowledged that the acquisition of exclusivity for Preliminary Works and Working Files shall incur separate and additional fees, as agreed upon in the Proposal.

10.5

Exclusivity. It is also expressly clarified that this transfer of rights pertains solely to the Final Works and does not extend to the working files which contains 3D models and textures of Client products which are specially developed by SLAVEN for Client. Those files are the exclusive property of SLAVEN, and the Client shall have no rights, ownership, or access to them.

10.6

Exclusivity. The Client may, upon agreement as outlined in the Proposal, obtain exclusive rights to the files which contains 3D models and textures of Client products which are specially created by SLAVEN for Client. Any such exclusivity shall be clearly stated in the Proposal, specifying the scope of exclusivity. However, it is expressly acknowledged that the acquisition of exclusivity for those files shall incur separate and additional fees, as agreed upon in the Proposal.

10.7

Promotion. SLAVEN is entitled to use the product (Final Works, Preliminary Works and Working Files), without any further consent by the Client as a professional reference for the purpose of public promotion of SLAVEN’s services; to list in public the Client among its client references and to add the product and/or its items in its publications and promotional material. This includes, but is not limited to: websites, portfolios, galleries, design periodicals, and other media platforms for promotional purposes.

11.1

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Project, except as may be required by a court or government authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

12.1

Independent Contractor. SLAVEN is an independent contractor, not an employee of Client or any company affiliated with Client. SLAVEN shall provide the Services under the general direction of Client, but SLAVEN shall determine, in SLAVEN’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

12.2

Design Agents. SLAVEN shall be permitted to engage and/or use third party Service providers as independent contractors in connection with the Services (“Design Agents”). SLAVEN shall remain fully responsible for such Design Agents compliance with the various terms and conditions of this Agreement.

12.3

No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any employee or Design Agent of SLAVEN, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that SLAVEN shall be entitled to an agency commission to be the greater of either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. SLAVEN, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

13.2

By Designer.

(a) SLAVEN hereby represents, warrants and covenants to Client that SLAVEN will provide the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.

(b) SLAVEN further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of SLAVEN and/or Designer Agents, (ii) if the Final Deliverables include the work of Designer Agents, SLAVEN shall have secured agreements from the Designer Agents granting all necessary rights, title and interest in and to the Final Deliverables sufficient for SLAVEN to grant the intellectual property rights provided in this Agreement, and (iii) to the best of SLAVEN’s knowledge, the Final Works (excluding Client Content and Third Party Materials), and use of same in connection with the Project, will not violate the rights of any third parties. Client acknowledges that SLAVEN will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent or design patent searches). If Client or any third party authorized by Client modifies or uses the Deliverables outside the scope of rights granted in this Agreement, or otherwise in violation of this Agreement, all representations and warranties of SLAVEN shall be void.

14.1

By Client. Client agrees to indemnify, save and hold harmless SLAVEN from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances SLAVEN shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) SLAVEN provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by SLAVEN in providing such assistance.

14.2

By Designer. SLAVEN agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses (collectively “Liabilities”) arising out of any meritorious claim, demand, or action by a third party which is inconsistent with SLAVEN’s representations and warranties made herein, except in the event any such Liabilities arise directly as a result of Client’s gross negligence or misconduct, provided that (a) Client promptly notifies SLAVEN in writing of the claim; (b) SLAVEN shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide SLAVEN with the assistance, information and authority necessary to perform SLAVEN’s obligations under this section. Notwithstanding the foregoing, SLAVEN shall have no obligation to defend or otherwise indemnify Client for any claim arising out of or due to Client Content, Third Party Materials, modifications of or content added to the Deliverables by Client or third parties, improper or illegal use of Deliverables, use of Deliverables not authorized under this Agreement, or the failure to update or maintain Deliverables.

14.3

Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

15.1

Term. This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered, or otherwise terminated as set forth herein.

15.2

Termination. This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

15.3

In the event of termination, SLAVEN shall be compensated for the Services performed through the date of termination in the amount of (a) advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by SLAVEN and/or Designer Agents as of the date of termination, whichever is greater; and Client shall pay any outstanding Additional Costs, Taxes, Expenses, Charges, and costs of Changes incurred through the date of termination. In the event of termination for convenience by Client, Client shall pay, in addition to the above, an early termination fee equal to 25% of the total Project fee, and Client shall not have rights to use the Deliverables except upon written consent from SLAVEN provided after such termination.

15.4

In the event of termination for convenience by SLAVEN or for cause by Client, and upon full payment of compensation as provided herein, SLAVEN grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

15.5

Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

16.1

Modification/Waiver. This Agreement may be modified by the parties only in writing signed by both parties.

16.2

Notices. All notices to be given hereunder shall be transmitted in writing via e-mail, or certified, a project management platform utilized for the Project, or registered mail, return receipt requested, to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt (by automated confirmation or reply by the recipient).

16.3

No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

16.4

Force Majeure. SLAVEN shall not be deemed in breach of this Agreement if SLAVEN is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of SLAVEN or any local, state, federal, national or international law, governmental order or regulation or any other event beyond SLAVEN’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, SLAVEN shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

16.5

Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the Republic of Serbia without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the Republic of Serbia. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that SLAVEN will have no adequate remedy at law in the event Client uses the Deliverables in any way not permitted hereunder, and hereby agrees that SLAVEN shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

16.6

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

16.7

Interpretation. Section headings are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor otherwise be given any legal effect. Any design terminology shall be defined according to standard design industry usage, and any dispute as to the meaning or scope of design terminology shall be determined by SLAVEN in good faith. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.

16.8

Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal, together with any other Supplements designated below, together with any schedules or attachments hereto.

By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature below, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.