1. PLATFORM PURPOSE

3D Promo provides digital product visualization services, including but not limited to:

• 3D scanning and modeling
• Digital asset creation
• Hosting and streaming of 3D models
• Visualization, proofing, and marketing tools
• Controlled licensing of digital product assets

The Platform serves the promotional products industry and related businesses.

2. USER TYPES

Users may include, without limitation:

• Suppliers – companies whose products are digitized or represented
• Distributors – companies using models to market and sell products
• Service Providers – companies using models in support services (marketing agencies, decorators, technology providers, sales support firms, etc.)
• Other Authorized Users

All users are bound by these Terms regardless of classification.

3. OWNERSHIP OF PLATFORM & DIGITAL ASSETS

All rights, title, and interest in and to the Platform, including but not limited to:

• All 3D models
• Scans, meshes, textures, renderings, and files
• Derivative works and enhancements
• Databases, workflows, systems, and compilations
• Software, viewers, and tools

are and shall remain the exclusive property of 3D Promo, LLC.

No ownership rights are transferred under these Terms.

INTELLECTUAL PROPERTY PROTECTION, MISAPPROPRIATION & ENFORCEMENT

All 3D models, digital assets, systems, files, compilations, workflows, and platform technology are proprietary intellectual property of 3D Promo, LLC and constitute valuable trade secrets and copyrighted works.

Except for the limited licenses expressly granted in these Terms, no user is permitted to copy, capture, scrape, extract, download, reproduce, record, mirror, reverse engineer, decompile, or otherwise appropriate any Platform content or functionality.

Prohibited conduct includes, without limitation:

• Capturing or reconstructing 3D models or textures
• Scraping or harvesting digital assets or data
• Using bots, crawlers, or automation tools
• Screen-grabbing, ripping, intercepting, or recording model streams
• Circumventing security, watermarking, access controls, or DRM
• Creating derivative or competing 3D asset libraries
• Using Platform assets to train artificial intelligence systems
• Enabling or assisting third parties in any of the foregoing

Any unauthorized access, acquisition, or use of Platform assets constitutes:

• Copyright infringement
• Misappropriation of trade secrets
• Unfair competition
• Breach of contract

and may result in immediate suspension or termination, civil liability, injunctive relief, statutory damages, and recovery of attorneys’ fees.

3D Promo reserves the right to:

• Monitor usage
• Employ technical protection measures
• Watermark and fingerprint assets
• Conduct audits
• Immediately disable accounts
• Pursue all legal and equitable remedies

User acknowledges that unauthorized use of 3D Promo’s intellectual property would cause irreparable harm for which monetary damages would be insufficient, and agrees that 3D Promo shall be entitled to immediate injunctive relief in addition to all other remedies available at law or equity.

4. SUPPLIER TERMS – PRODUCT DIGITIZATION & IP LICENSE

By creating an account, purchasing a membership, accessing the Platform, or otherwise accepting these Terms, Supplier expressly acknowledges and agrees that 3D Promo may digitize, host, display, and commercially exploit digital representations of Supplier products, whether created before or after Supplier’s registration.

Supplier represents and warrants that it owns or controls all necessary intellectual property rights in the products represented on the Platform.

Supplier grants 3D Promo a perpetual, worldwide, royalty-free, transferable, sublicensable license to:

• Digitize, scan, photograph, measure, and model Supplier products
• Create, host, store, reproduce, and distribute digital models and derivatives
• Display and commercially exploit such models
• Use Supplier product names and trademarks solely to identify and market products
• Sublicense models to distributors, service providers, and platform users
• Modify, optimize, enhance, and create derivative works

Supplier expressly agrees:

• All 3D models and derivatives are owned exclusively by 3D Promo
• Supplier receives usage rights only, not ownership
• Supplier has no right to demand native files or source assets
• 3D Promo may continue to use models after termination unless otherwise agreed
• These rights apply to all Supplier products appearing on the Platform

Supplier shall not:

• Register or claim ownership of Platform assets
• Sell, distribute, or sublicense models
• Build a competing library or system
• Scrape, extract, or reverse engineer assets

5. DISTRIBUTOR & SERVICE PROVIDER TERMS – LIMITED LICENSE

3D Promo grants Distributors and Service Providers a limited, non-exclusive, non-transferable, revocable license to:

• Access and display authorized 3D models
• Embed models on websites, ecommerce pages, presentations, and proofs
• Use models solely to market, customize, and sell authorized supplier products

They may not:

• Download, resell, sublicense, or redistribute models
• Build private libraries
• Train AI systems
• Modify or create derivative 3D works
• Use models outside authorized commercial purposes
• Remove security or tracking features

All rights not expressly granted are reserved by 3D Promo.

6. MEMBERSHIPS, FEES & BILLING

6.1 Paid Memberships & Access

Certain features, services, and digital assets on the Platform may require a paid membership.

3D Promo reserves the right, in its sole discretion, to modify services, restrict or expand access, add or remove features or models, change membership tiers, adjust pricing, suspend accounts, audit usage, or discontinue any portion of the Platform at any time.

Access rights are licenses, not ownership interests.

6.2 Pricing, Billing & Typographical Errors

3D Promo endeavors to display accurate pricing and service descriptions. However, the Platform may occasionally contain typographical errors, inaccuracies, or omissions related to pricing, features, availability, or service descriptions.

3D Promo reserves the right to correct any errors, inaccuracies, or omissions, and to change or update pricing, memberships, or features at any time without prior notice.

If any service or membership is listed at an incorrect price due to an error, 3D Promo reserves the right to cancel or refuse any such transaction, issue a refund, and suspend or terminate access, even if the transaction has already been confirmed or payment processed.

3D Promo is not obligated to honor pricing errors.

6.3 Pricing, Refunds, One-Time Scan Fees & Contract Term

Membership fees are non-refundable unless expressly stated in writing by 3D Promo.

Certain suppliers may be offered complimentary or promotional product scans as part of a signup or membership incentive (“Signup Bonus Scans”). Supplier acknowledges that such Signup Bonus Scans have independent commercial value.

Supplier further acknowledges and agrees:

(a) One-Time Scan Services.
In addition to any included scans, 3D Promo may offer optional one-time product digitization services at a fee of $1,000 per item (or such other price as displayed at the time of purchase). All one-time scanning fees are non-refundable once scanning services have commenced.

(b) Minimum Term Commitment.
Supplier memberships that include Signup Bonus Scans are subject to a minimum one (1) year term commitment beginning on the date of account activation (“Initial Term”).

(c) Early Termination and Bonus Recovery.
If Supplier cancels or terminates its membership before the end of the Initial Term and has received or used any Signup Bonus Scans, Supplier agrees that such bonus scans shall immediately become billable at the standard one-time scanning rate of $1,000 per item, and Supplier authorizes 3D Promo to invoice or charge the payment method on file for all such amounts.

(d) Exception if Bonus Not Used.
If Supplier cancels before the end of the Initial Term and has not received or used any Signup Bonus Scans, Supplier may request early termination without bonus repayment, subject to verification by 3D Promo.

(e) Survival.
All payment obligations under this Section survive termination of the membership.

(f) Cancellation Timing and Billing Cycle.
All membership cancellations take effect at the beginning of the next billing cycle. Supplier shall remain responsible for all membership fees, usage charges, and other amounts due through the end of the current billing period, and access will continue until the start of the next billing cycle, unless terminated earlier by 3D Promo.

Cancellation does not relieve Supplier of:

• Any outstanding payment obligations
• Any minimum term commitment
• Any bonus scan repayment obligations under this Section

7. USER CONTENT, ARTWORK & UPLOADS

Users and their customers may upload logos, artwork, designs, trademarks, images, textures, and marketing materials (“User Content”).

3D Promo does not claim ownership of User Content.

7.1 User Responsibility

You represent and warrant that:

• You own or control all rights to User Content
• Your User Content does not infringe third-party rights
• You have obtained all required permissions
• Your use complies with all laws

3D Promo does not review, approve, or verify User Content for IP compliance.

7.2 No Responsibility for Artwork or End-Customer Content

3D Promo is not responsible or liable for:

• Customer-supplied logos
• Trademark usage in proofs
• Copyrighted artwork uploads
• How products are branded, marketed, or customized
• End-customer disputes

All responsibility rests solely with the uploading and using party.

8. PRODUCT LIKENESS & BRAND DISCLAIMER

3D Promo digitizes physical product appearances.

Unless expressly stated, product models:

• Are not representations of any specific brand owner’s IP
• Are not claimed to be branded products
• Are identified by suppliers, not 3D Promo

Any resemblance to trademarked or protected designs is based on physical appearance and does not imply endorsement, sponsorship, or ownership.

3D Promo does not verify product IP clearance and makes no representations regarding design rights.

9. CONFIDENTIALITY

Non-public information, systems, pricing, workflows, and models are confidential and may not be disclosed or exploited.

10. PROHIBITED CONDUCT

Users may not:

• Scrape or harvest assets
• Circumvent access controls
• Build competing systems
• Challenge 3D Promo ownership
• Misrepresent branded products

Unauthorized use constitutes irreparable harm.

11. ENFORCEMENT & TERMINATION

11.1 Enforcement

3D Promo may suspend or terminate access at any time. Upon termination, all licenses immediately end.

11.2 Access Deactivation & No Liability for Business Losses

Upon suspension, termination, expiration, or cancellation of any account for any reason, all licenses immediately terminate and access to the Platform and all digital assets will be disabled.

User acknowledges and agrees that:

• All 3D models, embeds, viewers, integrations, and hosted assets may immediately cease functioning
• 3D Promo has no obligation to maintain hosted content or model access
• User is solely responsible for the impact on its websites, customers, marketing campaigns, or sales operations

3D Promo shall not be liable for any damages, losses, or claims arising from account suspension, termination, non-payment, service interruption, or access deactivation, including without limitation:

• Lost profits
• Lost sales
• Business interruption
• Website downtime
• Website downtime
• Data loss

12. REPRESENTATIONS & WARRANTIES

Users represent they have authority to bind their company and comply with all applicable laws.

13. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
3D PROMO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 3D PROMO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

TOTAL LIABILITY SHALL NOT EXCEED AMOUNTS PAID IN THE PRIOR 12 MONTHS.

15. INDEMNIFICATION

User agrees to defend, indemnify, and hold harmless 3D Promo from all claims arising from:

• User Content or artwork uploads
• Logos, trademarks, or branding
• Product designs
• Proofs, demos, or renderings
• Alleged IP infringement
• Supplier product disputes
• Platform misuse

This obligation survives termination.

16. COPYRIGHT COMPLAINTS & DMCA

3D Promo complies with the DMCA.

Notices may be sent to:

17. GOVERNING LAW & VENUE

These Terms are governed by the laws of the State of Tennessee.

Exclusive venue shall be Sumner County, Tennessee.

18. INJUNCTIVE RELIEF

Unauthorized use of Platform IP causes irreparable harm and entitles 3D Promo to injunctive relief.

19. MODIFICATIONS

3D Promo may update these Terms at any time. Continued use constitutes acceptance.

20. MISCELLANEOUS

These Terms constitute the entire agreement.
No partnership or agency is created.
If any provision is unenforceable, remaining provisions remain in effect.

21. CONTACT INFORMATION