DESIGNER SERVICES AGREEMENT
Xviah ↔ Independent Designer / Design Company
Effective Date: Date of Electronic Acceptance
This Designer Services Agreement (“Agreement”) is entered into between Xviah Co., Ltd, 35, Geumgok-daero 303beon-gil, Buk-gu, Busan, Republic of Korea, business registration number 181-88-03814 (“Xviah”), and the individual or business accepting this Agreement through viahlink.com (“Designer”).
1. Engagement and Independent Status
Xviah may offer individual dental CAD design cases to Designer through viahlink.com. Designer may accept only cases Designer is qualified and available to complete. Designer is an independent contractor and not an employee, agent, partner, joint venturer, or representative of Xviah or Xviahlink Inc. Designer has no authority to bind either company.
If Designer is a company, the individual accepting this Agreement represents that the individual has authority to bind that company and that all personnel assigned to cases will comply with this Agreement.
2. Services and Standards
Designer shall create, revise, and deliver digital dental CAD designs in accordance with the submitted instructions, supported software and file formats, applicable deadlines, quality standards, and platform procedures.
Designer shall promptly request clarification when instructions or files are incomplete, conflicting, corrupted, or clinically unclear and shall not make unauthorized clinical assumptions.
- Use only approved CAD software, accounts, systems, devices, and delivery channels.
- Meet the applicable Normal, Rush, or Super Rush deadline shown before acceptance, subject to documented clarification delays.
- Correct errors attributable to Designer without additional compensation unless Xviah approves otherwise.
3. Case Acceptance and Compensation
A case becomes assigned when Designer affirmatively accepts it through the platform, or Xviah assigns it in writing, and Designer begins work. The price or fee displayed or communicated for the case at acceptance controls unless the parties agree otherwise in writing.
Xviah will pay for undisputed completed and accepted cases according to the payment schedule displayed on the platform or communicated separately. Designer is responsible for taxes, insurance, equipment, software, personnel, and other costs unless expressly agreed otherwise.
If Designer and Xviah have entered into a separate written Design Outsourcing Partner Agreement, the pricing, billing, and payment terms of that agreement shall control in the event of any conflict with this Agreement or information displayed on the platform.
4. No Clinical Services
Designer provides technical CAD design services only and does not diagnose, prescribe treatment, or make independent clinical decisions. The Dental Lab or other Customer remains responsible for final review, manufacturing decisions, and clinical suitability.
5. Confidentiality and Data Protection
Designer shall protect all non-public case files, PHI, customer information, pricing, workflow information, credentials, and business information and shall use them only to perform assigned services. Designer shall comply with the separate Designer Subcontractor BAA, which is incorporated by reference when PHI is involved.
Designer shall immediately report suspected unauthorized access, disclosure, loss, malware, account compromise, or other security incident and cooperate with investigation and mitigation.
6. Personnel and Subcontracting
Designer shall not share credentials or delegate, transfer, or subcontract a case without Xviah’s prior written authorization. A design company may use only approved personnel who are bound by written confidentiality, security, intellectual-property, and—where PHI is involved—applicable downstream HIPAA obligations.
7. Work Product and Intellectual Property
Upon full payment for the applicable case, Designer assigns to Xviah all transferable right, title, and interest in the case-specific design files and work product created under this Agreement, including the right for Xviah and Xviahlink Inc. to deliver and license that work product to the Customer. To the extent assignment is not legally permitted, Designer grants an exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license for those purposes.
Designer retains ownership of pre-existing tools and general know-how, but grants the rights reasonably necessary to use any such element embedded in delivered work product. Designer shall not include third-party material without authorization.
8. Restrictions
Designer shall not use case materials for portfolios, social media, demonstrations, advertising, AI-model training, product development, research, or any purpose unrelated to the assigned case. Designer shall not solicit or accept direct work from a Customer introduced through the platform for twelve (12) months after the last assigned case, to the extent enforceable under applicable law, without Xviah’s written consent.
9. Records, Quality Review, and Audit Cooperation
Designer shall maintain accurate case and payment records and reasonably cooperate with quality reviews, customer inquiries, security reviews, HIPAA-related requests, and regulatory inquiries. Xviah may suspend access while investigating quality, security, payment, or compliance concerns.
10. Representations and Responsibility
Designer represents that Designer has the skill, licenses, software rights, equipment, and authority necessary to perform the services. Designer is responsible for losses, claims, or remediation costs to the extent caused by Designer’s breach, negligence, willful misconduct, infringement, or unauthorized use or disclosure, subject to applicable law.
11. Term and Termination
This Agreement begins upon electronic acceptance and continues until terminated. Either party may terminate future work by notice. Xviah may immediately suspend or terminate access for material breach, repeated quality failure, noncompliance, security risk, fraud, or unauthorized PHI activity. Termination does not affect accrued payment obligations, and confidentiality, data protection, intellectual property, responsibility, and return/destruction obligations survive.
If Designer and Xviah have entered into a separate written Design Outsourcing Partner Agreement, any specifically negotiated termination notice period in that agreement shall control.
12. Electronic Acceptance and Audit Record
Designer’s affirmative checkbox acceptance after being presented with downloadable copies constitutes electronic acceptance to the extent permitted by applicable law. Xviah may retain the legal name, company name, authority confirmation, account/email, agreement version, date and time, IP address, authentication event, and acceptance record. Material amendments may require renewed acceptance before new case access.
13. Governing Law and Disputes
Except to the extent federal law, including applicable HIPAA requirements, controls, this Agreement is governed by the laws of the Republic of Korea. The parties shall first attempt good-faith resolution for thirty (30) days. Subject to applicable mandatory law, the Seoul Central District Court shall have exclusive first-instance jurisdiction.
14. Entire Agreement and Priority
This Agreement, the Designer Subcontractor BAA, any applicable Design Outsourcing Partner Agreement, applicable case terms, and incorporated platform policies collectively govern Designer’s services.
Changes to this Agreement may be accepted electronically or agreed in writing.
If this Agreement or any Design Outsourcing Partner Agreement conflicts with the Designer Subcontractor BAA concerning PHI, privacy, security, or HIPAA obligations, the Designer Subcontractor BAA shall control with respect to those matters.
If Designer and Xviah have entered into a separate written Design Outsourcing Partner Agreement, that agreement shall control with respect to pricing, billing, payment, termination notice periods, and other specifically negotiated commercial terms in the event of any conflict with this Agreement.
Xviah contact: jinyongyoo@gmail.com
Designer: Individual or entity accepting electronically