GOANIMATE ("GOANIMATE", "WE" OR "US") Internet web site Terms of Use

THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THIS SITE AND OUR APPLICATIONS ON THE WORLD WIDE WEB. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND GOANIMATE AND GOVERN YOUR ACCESS TO, AND USE OF, THE GOANIMATE WEBSITE LOCATED AT GOANIMATE.COM TOGETHER WITH THE SERVICES AVAILABLE THROUGH THIS SITE (THE "SITE") AND OUR APPLICATIONS AVAILABLE THROUGH THIRD PARTY WEBSITES. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE OR OUR APPLICATIONS. YOUR USE OF THIS SITE AND/OR OUR APPLICATIONS SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. GOANIMATE MAY MAKE CHANGES TO THE CONTENT AND SERVICES OFFERED ON THIS SITE AT ANY TIME. GOANIMATE CAN CHANGE THESE TERMS AT ANY TIME BY POSTING UPDATED TERMS OF USE ON THIS SITE AND BY SENDING REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE AND/OR OUR APPLICATIONS. IF YOU DO NOT CEASE USING THIS SITE AND/OR OUR APPLICATIONS, YOU WILL BE DEEMED TO HAVE ACCEPTED THE CHANGE.

This Site provides you with certain limited rights to use GoAnimate's proprietary online wizard tool ("Tool"). The Tool enables you to create your very own video animations ("Animations"). GoAnimate also provides you with certain elements such as soundtracks, special effects, characters, props and backgrounds that you may use for your Animations (collectively, "GoAnimate Elements"). Your Animations may be (a) made from your own Submissions (as defined below) or other users' Submissions and/or GoAnimate Elements, or a combination of all of the foregoing and (b) based on one of GoAnimate's animation templates ("GoAnimate Templates") or based on an animation that you or other users have created. "Our Applications" are applications that GoAnimate provides you to use on third party websites to create Animations.

General Use Restrictions.

Certain information, services provided on and through this Site, and the look and feel of this Site, including logos, graphics and images (collectively, the "Materials") that are not the Tool, the GoAnimate Elements, the GoAnimate Templates, Animations, the Submissions (as defined below) or Suggestions (as defined below) are made available to you by GOANIMATE and are the copyrighted and/or trademarked work of GOANIMATE or GOANIMATE's contributors.

GOANIMATE grants you a limited, personal, non-exclusive and non-transferable license to use and to display and to make one copy of the Materials and to use the services and this Site solely for your personal use and solely to create Animations. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner.

GOANIMATE grants you a limited, personal, non-exclusive and non-transferable license to use the Tool and Our Applications to create Animations solely for your personal use and not for any commercial use. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit the Tool or Our Applications in any manner.

GOANIMATE grants you a limited, personal, non-exclusive and non-transferable license to use, reproduce, make derivative works of, publicly perform and publicly display the GoAnimate Elements and the GoAnimate Templates solely as necessary to create Animations.

These limited licenses terminate automatically, without notice to you, if you breach any of these Terms. Upon termination of these limited licenses, you agree to immediately destroy any downloaded or printed Materials, to cease use of the Tool, Our Applications, the GOANIMATE Templates and the GOANIMATE Elements. Except as expressly stated herein, you acknowledge that you have no right, title or interest in or to this Site, any Materials, the Tool, the GOANIMATE Templates or the GOANIMATE Elements. There are no implied rights.

Password Restricted Areas of this Site.

You may need a password to login to this Site to use certain functions and areas within this Site. You are responsible for maintaining the confidentiality of your password and account, and agree to notify GOANIMATE if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under your account. You agree to immediately notify GOANIMATE of any unauthorized use of your account or any other breach of security in relation to this Site known to you. You may not:

1. use a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;

2. use as a nickname a name subject to any rights of a person other than Yourself without appropriate authorization; or

3. otherwise submit false or misleading information to GoAnimate.

Privacy Policy.

Your use of this Site is governed by the GOANIMATE Privacy Policy, which is available at GoAnimate.com/privacy (the "Privacy Policy").

Links to Third Party Sites.

This Site may be linked to other sites that are not GOANIMATE sites. GOANIMATE is providing these links to you only as a convenience, and GOANIMATE is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.

Submissions.

You acknowledge that you are responsible for the messages, comments, props, backgrounds, photos, videos, graphics, Animations you create, and other animation content that you submit, upload, post or otherwise make available on or through the Site (each a "Submission") through the services available in connection with this Site and/or through Our Applications, and that you, and not GOANIMATE, have full responsibility for each such Submission you make, including its legality, reliability, appropriateness, and trademark and copyright ownership. Unless otherwise explicitly stated herein or in the GOANIMATE Privacy Policy, you agree that any Submission provided by you is provided on a non-confidential basis. You agree that GOANIMATE is free to use a Submission for the purpose of providing you with the associated services and you grant GOANIMATE a sublicensable, perpetual, nonexclusive, worldwide, sublicensable (through multiple tiers), royalty-free license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission. You acknowledge and agree that unless you have specified otherwise when you submit a Submission, your Submissions may be used and reproduced as a digital copy by other GOANIMATE users and the other GOANIMATE users will be able to modify the digital copy made. GOANIMATE hereby grants to other users the right to use and reproduce your Submissions and to modify the digital copies of your Submissions made to create Animations. Additionally, GOANIMATE agrees to use all of your Submissions in accordance with GOANIMATE's Privacy Policy applicable to personally identifiable information. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS IN YOUR SUBMISSIONS (EXCLUDING THE GOANIMATE TEMPLATES, GOANIMATE ELEMENTS AND/OR OTHER USER SUBMISSIONS THEREIN); provided, that you covenant to only use your Animations on this Site and to only upload to or embed your Animations on,third party websites for your personal, non-commercial use.

You further agree that you will not upload, post or otherwise make available on this Site or through Our Applications any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make.

You represent and warrant that: (i) you own all Submissions posted by you on or through this Site or through Our Applications or otherwise have the right to grant the licenses to GOANIMATE set forth in this section, and (ii) the posting of your Submissions on or through this Site or through Our Applications does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.

When submitting Submissions to or otherwise using this Site,the services and/or Our Applications, you agree not to, without limitation:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Use racially, ethnically, or otherwise offensive language.
• Discuss or incite illegal activity.
• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• Post anything that exploits children or minors or that depicts cruelty to animals.
• Post any copyrighted or trademarked materials without the express permission from the owner.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
• Use any robot, spider, scraper or other automated means to access the Site, except for accessing RSS feeds.
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Artificially inflate or alter the ratings available on this Site or alter any comments on this Site.
• Remove, obscure or change any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Site, our services or GoAnimate code embeddable or embedded on a third party web site.
• Collect any information about other users or members (including usernames and/or email addresses) for any purpose.
• Create user accounts by automated means or under false or fraudulent pretenses.
• Submit any content or material that falsely express or imply that such content or material is sponsored or endorsed by GoAnimate.
• Transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; or
• Use the Site , our services, Our Application or the Tool to violate the security of any computer network or transfer or store illegal material.

This list of prohibitions provides examples and is not complete or exclusive. GOANIMATE reserves the right to (a) terminate your access to your account, your ability to post to this Site (or the services or Our Applications) and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that GOANIMATE determines is inappropriate or disruptive to this Site or to any other user of this Site, services and/or Our Applications. GOANIMATE may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at GOANIMATE's discretion, GOANIMATE will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

These prohibitions do not require GOANIMATE to monitor, police or remove any Submissions or other information submitted by you or any other user.

Unauthorized Activities.

Submissions and unauthorized use of any Materials, the Tool, Our Applications, GOANIMATE Templates, GOANIMATE Elements or Submissions contained on this Site may violate certain laws and regulations. You agree to indemnify and hold GOANIMATE and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) GOANIMATE or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Proprietary Rights.

GOANIMATE is a trademark of GOANIMATE in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all Materials, the Tool, GOANIMATE Elements, GOANIMATE Templates, information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of GOANIMATE, Copyright © 2008 GOANIMATE. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law or as set forth in these Terms, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

If you submit any Site and/or services feedback, ideas, suggestions, errors or bugs to us through the Site (collectively, "Suggestions"), you hereby assign, transfer and convey to GOANIMATE all your worldwide right, title and interest in and to your Suggestions, and the complete right to exploit or otherwise use the Suggestions or any portion thereof, in any form of medium, expression or technology now known or hereafter known or developed, and all contract and licensing rights. You further agree to perform all acts deemed reasonably necessary or desirable by GOANIMATE to permit and assist GOANIMATE, at GOANIMATE's expense, to obtain and enforce the full benefits throughout the world of your assignment of all right, title and interest in the Suggestions to GOANIMATE, including, but not limited to, execution of documents and assistance or cooperation in the registration and enforcement of any intellectual property rights throughout the world.

Copyright and Trademark Infringements.

Notification:

GOANIMATE respects the intellectual property rights of others, and we ask you to do the same. GOANIMATE may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide GOANIMATE's designated agent the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit GOANIMATE to locate the material.
• Information reasonably sufficient to permit GOANIMATE to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

GOANIMATE's agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

By mail:

GoAnimate, Inc.

C/O DLA Piper US LLP

2000 University Avenue

East Palo Alto

California 94303

By phone:

(650) 515-3688

By e-mail: copyright-support@GoAnimate.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Disclaimer of Warranties.

Your use of this Site and/or the services is at your own risk. Neither the Materials, the Tools, Our Applications, the GOANIMATE Templates, the GOANIMATE Elements nor the Submissions have been verified or authenticated in whole or in part by GOANIMATE, and they may include inaccuracies or typographical or other errors. GOANIMATE does not warrant the accuracy of timeliness of the Materials, the Tools, Our Applications, the GOANIMATE Templates, the GOANIMATE Elements or the Submissions contained on this Site. GOANIMATE has no liability for any errors or omissions in the Materials, the Tools, Our Applications, the GOANIMATE Templates, the GOANIMATE Elements or the Submissions, whether provided by GOANIMATE or our licensors.

GOANIMATE, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, THE MATERIALS, THE TOOLS, THE GOANIMATE TEMPLATES, THE GOANIMATE ELEMENTS OR THE SUBMISSIONS, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE TOOLS, OUR APPLICATIONS, THE GOANIMATE TEMPLATES, THE GOANIMATE ELEMENTS AND THE SUBMISSIONS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, THE MATERIALS, THE TOOLS, OUR APPLICATIONS, THE GOANIMATE TEMPLATES, THE GOANIMATE ELEMENTS AND THE SUBMISSIONS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. GOANIMATE DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. GOANIMATE DOES NOT REPRESENT OR WARRANT THAT YOUR ANIMATIONS WILL BE BACKED UP BY GOANIMATE OR THAT YOU WILL ALWAYS BE ABLE TO ACCESS YOUR ANIMATIONS. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN ANIMATIONS.

Limitation of Liability.

GOANIMATE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS, THE TOOLS, OUR APPLICATIONS, THE GOANIMATE TEMPLATES, THE GOANIMATE ELEMENTS OR THE SUBMISSIONS TO OR FROM THIS SITE. IN NO EVENT SHALL GOANIMATE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF GOANIMATE KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

Indemnity.

You agree to indemnify and hold GoAnimate (and any employee, officer, director or affiliate of GoAnimate) harmless (including costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to the Site, our services, Our Applications, the Tools, GoAnimate Templates and/or GoAnimate Elements, the violation of these Terms by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted on the GoAnimate Site by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against GoAnimate. You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Site, our services, Our Applications, the Tools, GoAnimate Templates and/or GoAnimate Elements .

Local Laws; Export Control.

GOANIMATE controls and operates this Site from its headquarters in the United States of America and the Materials, the Tools, Our Applications, the GOANIMATE Templates, the GOANIMATE Elements and/or the Submissions may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

General.

If you violate these Terms, GOANIMATE may terminate and/or suspend your access to this Site and/or Our Applications without notice. GOANIMATE prefers to advise you of your inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by GOANIMATE, may result in immediate termination of your access to this Site and/or Our Applications. GOANIMATE has the right to terminate any password-restricted account for any reason. California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or this Site will be heard in the courts located in California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. GOANIMATE's failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and GOANIMATE and supersede all prior or contemporaneous negotiations, discussions or agreements between you and GOANIMATE about this Site, our services and/or Our Applications. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.