GOANIMATE.COM
ADDITIONAL TERMS OF USE
APPLICABLE TO BUSINESS ACCOUNTS

GoAnimate, Inc. ("GoAnimate") requires that these Additional Terms of Use Applicable to Business Accounts ("Business Terms") also apply to all business accounts, currently defined to include "GOPUBLISH," "GOPRO" and "GOPREMIUM" accounts (collectively the "Business Accounts"). Capitalized terms not otherwise defined herein shall have the meaning given them in the goanimate.com (“Site”) Terms of Use and/or Privacy Policy (collectively, “Site Terms”).

BY PURCHASING, YOU AGREE TO BE BOUND BY: (A) ALL PROVISIONS OF THESE BUSINESS TERMS; AND (B) ALL SITE TERMS, AS THEY MAY BE UPDATED FROM TIME TO TIME IN GOANIMATE'S SOLE DISCRETION, WITH OR WITHOUT NOTICE TO YOU. THE SITE TERMS ARE INCORPORATED HEREIN BY REFERENCE, AND SHALL BE INTERPRETED AS CONSISTENT WITH THESE BUSINESS TERMS WHEREVER POSSIBLE. HOWEVER, IN THE EVENT OF ANY IRRECONCILABLE CONFLICT BETWEEN THESE BUSINESS TERMS AND THE SITE TERMS, THESE BUSINESS TERMS SHALL CONTROL.

1. Additional Terms Specific to GOPUBLISH Accounts. GOPUBLISH Business Accounts shall be subject to the following additional terms (as described in more detail at http://goanimate.com/business/videoplans):

Subject to all terms and conditions of the Site Terms and these Business Terms, including but in no way limited to timely performance of any payment obligations set forth herein, GoAnimate grants you a limited, non-exclusive, non-transferable right and license (i) to sublicense, display and perform your Videos/Animations/Submissions on and/or through third party websites, and (ii) to accept payments of money and/or other valuable consideration in connection with exercise of the rights set forth in subsection (i) above.

2. Additional Terms Specific to GOPRO and GOPREMIUM Accounts. GOPRO and GOPREMIUM Business Accounts shall be subject to all terms set forth in Section 1 above, and shall be further subject to the following terms (as described in more detail at http://goanimate.com/business/videoplans):

Subject to all terms and conditions of the Site Terms and these Business Terms, including but in no way limited to timely performance of any payment obligations set forth herein, GoAnimate grants you a limited, non-exclusive, non-transferable right and license (i) to produce, use and sublicense your Videos/Animations/Submissions for purposes of marketing and promoting your business, products and services, (ii) to produce, use and sublicense your Videos/Animations/Submissions for educational and training purposes, (iii) to produce and use your Videos/Animations/Submissions for other commercial purposes internal to your business, and (iv) to accept payments of money and/or other valuable consideration in connection with exercise of the rights set forth in subsections (i), (ii) and (iii) above.

3. Additional Terms for GoPremium Accounts specific to the "Transfer Rights" process. Purchase of a "Transfer Rights" license on the Site allows a GoPremium subscriber ("Transferer") to transfer the commercial rights set forth in Section 1 and Section 2 above for a specified video ("Transferred Video") to a third party ("Recipient"). Such rights are non-transferable under Section 1 and Section 2 above unless and until such a "Transfer Rights" license is purchased.

Upon such a purchase, the Transferer assigns all their rights to the Transferred Video provided under the GoAnimate Terms of Use and these Additional Terms for Businesses to the Recipient.

For the avoidance of doubt, the Transferred Video shall be identified by the video title and the URL of the video page on which the video is hosted on GoAnimate, in the format of: http://goanimate.com/videos/[Unique Identifier]

Subject to all terms and conditions of the Site Terms and these Business Terms, including but in no way limited to timely performance of any payment obligations set forth herein, GoAnimate grants the Recipient of the Transferred Video a limited, non-exclusive, non-transferable right and license (i) to use and sublicense the Transferred Video for purposes of marketing and promoting Recipient"s business, products and services, (ii) to use and sublicense the Transferred Video for educational and training purposes, (iii) to use the Transferred Video for other commercial purposes internal to Recipient"s business, and (iv) to accept payments of money and/or other valuable consideration in connection with exercise of the rights set forth in subsections (i), (ii) and (iii) above. These rights pertain only to the Transferred Video for which the rights have been purchased, and shall last in perpetuity.

4. Confidentiality of Submissions. All Submissions published from, and content imported into your GoAnimate for Business Account shall be treated as confidential. The Business Accounts default setting for publishing Submissions shall be set to "private". Should you change this setting to "public" you will be granting permission to GoAnimate and visitors to GoAnimate Site(s) to link to, utilize, use, publicly perform and publicly display your Submission. Under no circumstances will GoAnimate ever reproduce or distribute your Submission without your express written authorization.

5. Restriction on Use of Branded Elements, Etc.; No Grant of Television or Cable Rights; Commercial Rights are Non-Transferable. You understand and agree (i) that GoAnimate currently restricts access to and use of all Branded Elements by Business Account holders, and may also find it necessary from time to time to restrict your access to and use of certain other Site elements/features which GoAnimate is unable to license for commercial use, (ii) that no right is granted to display or perform any Videos/Animations/Submissions, whether in whole or in part, over broadcast, cable or satellite television, and (iii) that the rights granted in Sections 1, 2 and 3 above are non-transferable, and pertain only to use of Business Accounts for the benefit of your business. Submissions may not be used commercially for the benefit of third party businesses, unless a GoPremium subscriber purchases the "Transfer Rights" license as set forth in Section 3 above for the benefit of such a third-party business.

6. Assumption of Risk; GoAnimate Reservation of Rights; Termination of Rights.

a. You use the Site (including for avoidance of doubt all Materials, Tools, Our Applications, GoAnimate Templates, GoAnimate Elements, Branded Elements, and related services, content, materials and information) at your own risk. GoAnimate at all times retains the right to determine the content, appearance, design, functionality and all other aspects of the Site (including the right to redesign, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and any element, aspect, portion or feature thereof, from time to time), in our sole discretion. You agree that GoAnimate may decline to post, or remove from posting, any content or materials which it deems to be outside the intended scope of the Site, or otherwise inappropriate in any way, in its sole discretion.

b. You understand and agree that all or a subset of your rights to use previously created Videos/Animations/Submissions for commercial purposes shall automatically terminate in the event that you breach the GoAnimate Terms of Use or these Additional Terms of Use Applicalbe for Business Accounts. You further agree and acknowledge that GoAnimate will be entitled to obtain civil takedown remedies (e.g. under the Digital Millenium Copyright Act of 1998, etc.) and/or injunction(s), without any requirement to post bond, and that you will promptly reimburse GoAnimate for the reasonable costs of taking such actions, in addition to and not in lieu of any other remedies which GoAnimate may have in equity or at law.

7. Warranties by You. You represent, warrant and/or covenant that: (a) you are either an individual, or an organization duly organized, validly existing and in good standing under the laws of the jurisdiction(s) in which your business is registered; (b) you have all requisite right, power and authority to enter into and be bound by these Business Terms and the Site Terms, and to perform your obligations hereunder and thereunder; and (c) all information, content and materials which you providein connection with these Business Terms, the Site Terms, and your use of the Site and the Service, are true, accurate and not misleading in any material respect, and you have all necessary rights to provide all such information, content and materials.

8. Taxes. You agree that it is your responsibility to determine whether Taxes apply to transactions facilitated through or in connection with the Site, or otherwise involving your Videos/Animations/Submissions, and to timely collect, report, and remit the correct Taxes to the appropriate taxing authorities. You also agree that GoAnimate is not obligated to determine whether Taxes apply and is not responsible to collect, report, or remit any such Taxes. "Taxes" as used herein means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with your use of the Site, Materials, Tools, Our Applications, GoAnimate Templates, GoAnimate Elements, Branded Elements, related services, content, materials and information, excepting only taxes on GoAnimate's income.

9. License Fees. You agree timely to pay all fees applicable to your Business Account plan, in accordance with GoAnimate's standard pricing and payment policies (which may include, without limitation, automatic periodic recurring charges), as updated from time to time in GoAnimate's sole discretion (“License Fees”). You understand that failure or delay in paying applicable License Fees shall be grounds for suspending or canceling your account.

10. Password Security. You are solely responsible for maintaining the security of your password(s). You may not disclose your password(s) to any third party and are solely responsible for any use of or action taken under your password(s) on the Site. If you have reason to believe that any password is compromised, you must immediately change that password.

11. Prohibited Activity

a. Compliance with Laws; Fraud. The Site, Materials, Tools, Our Applications, GoAnimate Templates, GoAnimate Elements, Branded Elements, related services, content, materials and information may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and GoAnimate will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

b. Investigation. GoAnimate has the right, but not the obligation, to monitor any activity and content associated with the Site and investigate as it deems appropriate. GoAnimate also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials you have made available on or through the Site (without any obligation to backup, archive or make available to you any such materials). GoAnimate reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise found objectionable, in its sole discretion.

c. Disclosure of Information. GoAnimate also reserves the right to report any activity that it suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect GoAnimate's systems and customers/users, or to ensure the integrity and operation of GoAnimate's business and systems, GoAnimate may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

12. Privacy; Nondisclosure

a. GoAnimate may change the Site's Privacy Policy from time to time. You should check the Privacy Policy regularly for changes. GoAnimate and its affiliates may communicate with you in connection with your use of the Site, electronically and in other media, and you hereby consent to such communications. When you use the Site, certain personally identifiable information (including without limitation your feedback and the e-mail address associated with your account) may be displayed on the Site and visible to other Site users.

b. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any personally identifiable information or other data or information acquired by you or your affiliates from GoAnimate or its affiliates (or otherwise) in connection with these Business Terms, the Site Terms, use of the Site, and/or the transactions contemplated hereby or thereby, except that you may use and disclose this information solely as necessary to perform your obligations under these Business Terms, provided that you ensure that every recipient uses the information only for such purpose and complies with the restrictions applicable to you related to said information.

13. No Warranties. THE SITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" BASIS. GOANIMATE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (II) THAT THE SITE OR ITS CONTENT WILL BE COMPLETE, ACCURATE OR OTHERWISE MEET YOUR REQUIREMENTS; (III) THAT THE SITE OR ITS CONTENT WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, FREE OF HARMFUL CODE, OR OPERATE WITHOUT ERROR; (IV) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND (V) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF GOANIMATE. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, GOANIMATE HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES.

14. Indemnity; Limitation of Liability.

a. Indemnity and Defense. You will defend, indemnify and hold harmless GoAnimate and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) that arise out of or relate to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Business Terms and/or the Site Terms; (ii) any Videos/Animations/Submissions or other content or information you provide in connection with these Business Terms and/or the Site Terms, (iii) any actual or alleged infringement of any intellectual property, proprietary or other rights of any third party, or (iv) Taxes, including without limitation the collection, reporting, payment or failure to collect, report or pay Taxes.

b. Limitation of Liability. GOANIMATE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE BUSINESS TERMS, THE SITE TERMS, THE SITE AND/OR ITS CONTENT, INABILITY TO USE THE SITE, OR THOSE RESULTING FROM ANY MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO IN CONNECTION WITH THE SITE OR ITS CONTENT.

c. Damages Cap. GOANIMATE'S AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THESE BUSINESS TERMS, THE SITE TERMS, AND THE RELATIONSHIP CONTEMPLATED HEREBY AND THEREBY, HOWSOEVER ARISING, SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU DURING THE FIRST TWELVE (12) MONTHS (OR PORTION THEREOF) OF THE TERM.

15. Applicable Law. The laws of the state of California govern these Business Terms and all terms and conditions hereof, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with GoAnimate or its affiliates relating in any way to these Business Terms, the Site Terms, or your use of the Site, shall be adjudicated in the state and federal courts located in San Francisco, California, and you consent to exclusive jurisdiction and venue in such courts, and waive all objection to such jurisdiction, including without limitation forum non conveniens.

16. License Grant. By entering into these Business Terms, you grant to GoAnimate and its affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, store, reproduce, perform, display, distribute and transmit the content that you submit to GoAnimate and/or its affiliates (or that is submitted on your behalf): (i) as permitted by the Site Terms; (ii) as necessary or appropriate in order to provide the services described on the Site, in the Site Terms, and in these Business Terms; (iii) for archival purposes; and (iv) to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own, license or otherwise control all of the rights to the content you submit to GoAnimate and its affiliates, and that the use of such materials by GoAnimate and its affiliates will not infringe or violate the rights of any third party. You understand that GoAnimate may wish to use and list you as a professional/business reference in various media, including but in no way limited to marketing materials, web sites, discussions, case studies and white papers, and you hereby consent to such usage, both during and after the Term.

17. Term; Termination; Survival.

a. Term. These Business Terms will commence on the Effective Date and continue in effect until terminated as provided herein (the “Term”).

b. Termination for Cause. GoAnimate may terminate these Business Terms, your account and/or Site access for cause (defined as material breach of Business Terms or Site Terms, including but in no way limited to nonpayment of License Fees) at any time, immediately upon giving you written notice (email will suffice) of such termination.

c. Termination for Convenience. Either party may terminate these Business Terms at any time by giving the other party thirty (30) days' prior written notice (email will suffice) of its intent so to terminate.

d. No Refunds. In the event of a termination by GoAnimate pursuant to subsection b., or a termination by you pursuant to subsection c., GoAnimate will have no obligation to refund any amounts previously paid.

e. Survival. The following Sections will survive termination of these Business Terms for any reason: 6 through 16, subsection 17.d, this subsection 17.e, and 18.

18. Miscellaneous Provisions

a. Entire Agreement. These Business Terms, the Site Terms and any other terms and conditions incorporated herein or therein by reference, together constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary. The relationship between you and GoAnimate in connection with these Business Terms , the Site Terms, the Site and its use are, and shall at all times be deemed, one of independent contractors. Neither you nor GoAnimate is the agent, fiduciary, trustee or representative of the other. Nothing expressed or mentioned in or implied from these Business Terms or the Site Terms is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to either these Business Terms or the Site Terms.

c. Severability. If any provision of these Business Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver. GoAnimate will not be considered to have waived any of our rights or remedies described in these Business Terms unless the waiver is in writing and signed by an officer of GoAnimate. No delay or omission by GoAnimate in exercising its rights or remedies will impair or be construed as a waiver thereof. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. GoAnimate's failure to enforce the strict performance of any provision of these Business Terms will not constitute a waiver of GoAnimate's right to subsequently enforce such provision or any other provisions of these Business Terms.