Agreement between LANGA Corp. Srl (Piazza IV Novembre, 4 — 20124 Milano (MI), Italia, VAT IT10637600965) and the Collaborator (professional, studio or artificial-intelligence service provider) who performs, on behalf of LANGA, creative or technical production services (by way of example: renders, three-dimensional models, visualizations, animations, photo-insertions, content — the "Output").
The Collaborator undertakes to produce for LANGA the agreed Output (per engagement, quote or order). LANGA resells to the end client exclusively the Output; this agreement governs the upstream relationship between LANGA and the Collaborator.
The Collaborator declares and warrants that, for the entire duration of the engagement, it holds all licenses and rights necessary for the software tools used to produce the Output, and that it uses exclusively:
The Collaborator is solely responsible, toward software licensors and AI providers, for its own use of the tools. LANGA does not provide and is not required to provide any software license to the Collaborator.
The Collaborator warrants that the Output and any material used to create it do not infringe the intellectual, industrial or other rights of third parties (including copyright, trademarks, patents, image rights), and that the contribution is lawful and either original or duly licensed.
The Collaborator indemnifies and holds LANGA harmless from any claim, action, damage, cost or penalty (including legal fees) brought by software licensors, AI providers or third parties and arising from breach of the warranties under C.2 and C.3 or otherwise attributable to the Collaborator's contribution.
Upon full payment of the fee, the Collaborator assigns to LANGA, exclusively and with the right of further assignment to the end client, all economic exploitation rights in the Output produced, within the limits and for the purposes of the LANGA service. Rights to third-party software used and the Collaborator's know-how are excluded from the assignment. The Collaborator warrants that it is entitled to dispose of such rights.
The Collaborator operates in full autonomy, without any subordination: this agreement does not create a subordinate employment relationship with LANGA. The Collaborator is remunerated against invoice and is responsible for its own tax, social-security and contributory obligations relating to fees received.
Where the service requires specific qualifications or authorizations, the Collaborator declares it holds them and complies with applicable regulations. The Collaborator promptly reports any circumstance affecting the warranties under this agreement.
The Collaborator keeps confidential the materials, briefs, data and information received from LANGA or relating to end clients, and does not use them for purposes other than performing the engagement.
The Collaborator is responsible for the correctness, lawfulness and conformity of its contribution. In case of defect, software-license infringement or third-party claim attributable to the Collaborator or to the AI provider it engages, LANGA exercises recourse against it for amounts paid or suffered.
Where, in performing the engagement, the Collaborator processes personal data on behalf of LANGA, it acts as data processor under art. 28 GDPR, following LANGA's written instructions. Contact: [email protected].
The agreement governs the individual accepted engagements. Either party may withdraw from future relationships with 30 days' written notice, without prejudice to completion of ongoing engagements. Clauses C.2, C.3, C.4, C.5 and C.9 survive termination. The agreement is governed by Italian law; jurisdiction: Tribunale di Milano.