Important; Read Carefully: GoAnimate, Inc. (“GoAnimate”) licenses its software and platform and provides related services pursuant to these terms of service (“Agreement”). This Agreement is a legal contract between you (if signing in your capacity as an individual) or the legal entity you represent (e.g., your employer) (“You”) and GoAnimate. Read the terms of this Agreement carefully. By clicking “I agree” or using any of the GoAnimate Platform or GoAnimate Platform, You agree to be bound by this Agreement. If You do not agree to the terms of this Agreement, do not click “I agree” or use any of the GoAnimate Platform or GoAnimate Platform.
“Content” means videos, photos, images, audio, music, sounds, graphics, special effects, images, logos, branding, marks and other files, information and content, including, without limitation, flash animation and flash files.
“GoAnimate Assets” means the characters, actions, backgrounds, props, content, Starters, Templates, materials and other elements that GoAnimate makes available within the GoAnimate Platform.
“GoAnimate Platform” means the GoAnimate cloud-based hosted platform, which allows users to, among other things, produce a wide range of custom animated videos from scratch by using drag-and-drop tools, upload their own files and content, access pre-made sequences and templates, download, export, host and playback videos and create and customize characters.
“Services” means the services that GoAnimate provides to its customers, which may include, without limitation, limited or full use of the GoAnimate Platform, the hosting and playback of Videos, and customer support).
“Subscription Plan” means the then-current GoAnimate subscriptions plans for its users.
“Starters” means pre-made sequences, which are intended to help users get started quickly.
“Templates” means pre-made video creation tools which enable the creation of simple, dialog-based scenes in a matter of minutes.
“Video” means an animated video created using the GoAnimate Platform.
“Your Content” means the Content that You upload, post, or otherwise make available or provide to the GoAnimate Platform, including your scripts.
“Your Videos” means the Videos that You produce or develop using, in whole or in part, the GoAnimate Platform.
GoAnimate previously offered use of accounts on a free basis. Free accounts have limited or reduced functionality as compared to GoAnimate Platform subscription accounts. With respect to a free account and notwithstanding anything in this Agreement to the contrary, (i) You may use the GoAnimate Platform only for your own personal, non-commercial use, (ii) You may distribute Your Videos via Facebook and other supported social media or any way other than broadcast, cable or satellite television, (iii) You may not distribute Your Videos for revenue or on a revenue generating basis (including, without limitation, by displaying (or having displayed) advertising in conjunction with the Videos or by charging fees in connection with the distribution or viewing of Your Videos) or otherwise exploit Your Videos for fees or revenue; and (iv) GoAnimate has no duty or obligation to provide you with any Services. GoAnimate reserves the right to issue, with respect to any free account, passwords that will expire.
GoAnimate may offer use of GoPlus, GoPublish, GoPremium or GoTeam subscription accounts on a limited or full functionality version of the GoAnimate Platform on a free trial basis. At the end of the free trial period, unless You pay for the continued use of the GoAnimate Platform, your account will become a restricted account with limited or reduced functionality. With respect to a free trial and notwithstanding anything in this Agreement to the contrary, (i) you may use the GoAnimate Platform for your own personal or, for GoPublish, GoPremium or GoTeam trial subscription accounts, internal business use; (ii) You may distribute Your Videos via Facebook, YouTube, other social media or any way other than broadcast, cable or satellite television, (iii) You may distribute Your Videos for revenue or on a revenue generating basis (including, without limitation, by displaying (or having displayed) advertising in conjunction with the Videos or by charging fees in connection with the distribution or viewing of Your Videos) or otherwise exploit Your Videos for fees or revenue; and (iv) GoAnimate has no duty or obligation to provide you with any Services. GoAnimate reserves the right to issue, with respect to any trial GoPlus, GoPublish, GoPremium or GoTeam account, passwords that will expire.
WITH RESPECT TO Any FREE ACCOUNT OR TRIAL SUBSCRIPTION, IN NO EVENT WILL GoAnimate’S LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY USE (OR ATTEMPTED USE) OF THE GoAnimate Platform, EXCEED FIFTY DOLLARS (USD $50), REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND GOANIMATE HAS NO OBLIGATION TO PROVIDE SERVICES TO YOU. if you are using the goanimate platform PURSUANT TO a free trial, THE GoAnimate Platform FUNCTIONALITY WILL BE LIMITED TO THAT OF A FREE ACCOUNT AFTER THE END OF THE TRIAL PERIOD UNLESS YOU CONTINUE WITH a PAID VERSION.
Subject to the terms and conditions of this Agreement and the limitations imposed by Your free account or applicable Subscription Plan (as more fully described at http://goanimate.com/business/videoplans), GoAnimate hereby grants You, solely during the term of this Agreement, (a) a non-exclusive right to access and use the GoAnimate Platform, solely via the Internet, for your own personal or commercial use, and (b) a perpetual license to distribute Your Videos subject to the following limitations:
|Account Type||GoPlus subscription||GoPublish subscription||GoPremium subscription||GoTeam subscription|
||No distribution of Your Videos on broadcast, cable and satellite television.||No distribution of Your Videos on broadcast, cable and satellite television.||No distribution of Your Videos on broadcast, cable and satellite television.|
If you are employed by a United States Federal Government Agency, this Amendment applies to this Agreement.
As between the parties and except for the licenses granted by this Agreement, (a) You retain all right, title and interest, including all related intellectual property rights, in and to Your Content and (b) GoAnimate retains all right, title, and interest, including all related intellectual property rights, in and to the GoAnimate Platform, the GoAnimate Assets, Your Videos (excluding Your Content) and the other software, information and materials made available under this Agreement and all modifications to and derivative works of any and all of the foregoing (collectively, “Derivative Works”). To the extent you may have any rights to Derivative Works, you hereby assign and agree to assign to GoAnimate all right, title and interest, including all related intellectual property rights, in and to the Derivative Works. To the extent any rights cannot be assigned (such as moral rights), you hereby waive and agree never to assert them.
GoAnimate retains all rights not expressly granted to you under this Agreement. You do not have any implied rights.
Your rights with respect to Your Videos are further detailed in Your subscription plan. In the event of a conflict between this Agreement and any subscription plan, this Agreement will govern and control.
You hereby grant GoAnimate a non-exclusive, royalty-free, transferable license, with rights to sublicense, to use, reproduce, display, perform and create derivative works of Your Content to perform this Agreement, including to store, offer and provide Your Videos.
GoAnimate reserves the right to monitor Your Content and Your Videos and to remove or disable Your Content and Your Videos that GoAnimate in good faith determines to be illegal, harmful, offensive, creating liability for GoAnimate or its service providers, or otherwise in violation of this Agreement or GoAnimate’s acceptable use or operating policies or those of any third party service provider. For GoAnimate’s current acceptable use or operating policies, please see here.
The confidentiality of Your Content and Your Videos is important to us. GoAnimate’s ability to display Your Videos is subject to and controlled by the privacy settings that you select for Your Videos. The “Draft” and “Private” settings provide You control over the display of Your Videos. 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 Video. Under no circumstances will GoAnimate distribute or publicize Your Video without your written authorization.
A user account is required to access the Services and, except for GoTeam subscriptions, may be accessed and used only by those authorized individuals who are registered with GoAnimate. User access to GoTeam subscriptions is controlled by your administrator. To open an account, you must complete the registration process by providing GoAnimate with current, complete and accurate information as prompted by the registration form. In registering for the Services, you shall submit accurate, current and complete information about you and, if applicable your business or organization, and promptly update such information if it changes. Should GoAnimate suspect that such information is untrue, inaccurate, not current or incomplete, GoAnimate reserves the right to suspend or terminate your use of the Services. You will choose a personal, non-transferable password. User accounts and subscriptions cannot be “shared” or used by more than one individual, except for GoTeam subscriptions.
Except to the extent expressly permitted by applicable law notwithstanding this prohibition, you may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code for any of the GoAnimate Platform.
You shall retain all copyright, trademark and other intellectual property rights notices contained on or in each of the Videos, GoAnimate Assets, Templates, Starters, GoAnimate Platform. You shall not remove (or attempt to remove) any digital watermark that may appear in Your Videos. Additionally, You shall neither attempt to defeat or circumvent any digital rights management technology used by GoAnimate nor use any screen capture software or technology to rip or otherwise copy or take any videos from the Services.
No right is granted to display or perform any of Your Videos (in whole or in part), over any of broadcast, cable or satellite television.
Your Videos may not be assigned, transferred or used for the benefit of a third party, unless you are a GoPremium subscriber and have purchased a “Transfer Rights” license.
You represent and warrant to GoAnimate that: (i) You are of an age of majority and have the power, authority or consent to enter into and perform this Agreement; (ii) all information provided by You to GoAnimate is truthful, accurate and complete; (iii) You are the authorized signatory of the credit or charge card provided to GoAnimate to pay the fees; (iv) you shall comply with all terms and conditions of this Agreement; (v) You have provided and will provide accurate and complete registration information, including, without limitation, your legal name, address and telephone number; (vi) You own or otherwise control and have sufficient rights and consents to provide all Your Content for use by GoAnimate in the manner contemplated by this Agreement and none of Your Content infringes, misappropriates or violates any rights of any third parties, including, without limitation, any rights of publicity or privacy; and (vii) You have and will continue to have all necessary rights and licenses necessary for You and GoAnimate to enter into and fully perform this Agreement.
GoAnimate charges a subscription fee for use of the GoAnimate Platform. You agree to pay all fees charged by GoAnimate and otherwise incurred by You. All fees are payable in advance, non-refundable and, unless other stated, in US dollars. All fees and taxes and other charges will be billed to You, either to your credit card or, where applicable for a business, your company or organization’s address. If You are paying by credit card, You hereby authorize GoAnimate to charge your credit card. Depending on the payment plan that you select, fees may be billed in advance on a monthly, quarterly or annual basis. For any upgrade in plan level, your credit card will be charged or, if not paying by credit card, You will be billed at the new rate immediately upon making the change. There will be no refunds or credits for partial months of service, upgrades, or unused months. You cannot downgrade from a plan level while the then-current term is in effect.
If you fail to timely pay the applicable fees, GoAnimate may suspend or terminate your access to either the GoAnimate Platform or certain features of the GoAnimate Platform by downgrading you service to a free account. You agree to promptly pay GoAnimate in the event of any refusal of your credit card issuer to pay any amount to GoAnimate for any reason. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, GoAnimate may suspend or terminate Your access to the GoAnimate Platform and delete Your Videos.
Your subscription will renew automatically, unless we terminate it or you terminate this Agreement pursuant to Section 8.3 or downgrade your subscription to a free account pursuant to Section 7.4 below. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term.
To downgrade your subscription to a free account, you must select the “Turn Off Auto-Renew” button that is readily accessible in the “Account Settings” portion of the GoAnimate Platform. The change will become effective at the end of your subscription period. You must continue to pay all fees that come due during the remainder of your subscription.
You are responsible for, and will indemnify and hold GoAnimate harmless from, payment of all taxes (other than taxes based on GoAnimate’s net income), fees, duties, and other governmental charges, and any related penalties and interest, arising from the payment of fees to GoAnimate under this Agreement or the delivery or license of the GoAnimate Platform or use of the GoAnimate Platform or provision of any related services. You will make all payments to GoAnimate free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to GoAnimate will be Your sole responsibility, and You agree to provide GoAnimate with official receipts issued by the appropriate taxing authority, or such other evidence as GoAnimate may reasonably request, to establish that such taxes have been paid.
Any amounts not paid when due are subject to an interest charge at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.
This Agreement begins upon your registration and continues thereafter until terminated as provided for in this Section 8. With respect to a subscription, if you give notice of non-renewal, your account will downgrade to a free account under this Agreement at the end of the then-current term.
If you are a subscriber, GoAnimate may terminate this Agreement if you materially breach it. If you have a free account, GoAnimate may terminate this Agreement at any time in its sole discretion.
Should you wish to terminate this Agreement, you must send your notice of termination to: GoAnimate, Inc., 204 East 2nd Avenue, Suite 638, San Mateo, CA 94401 USA. In the event of your termination pursuant to this Section 8.3, this Agreement will terminate at the end of then-current term. You must continue to pay all fees that come due during the remainder of this Agreement.
GoAnimate reserves the right change or discontinue any part of the GoAnimate Platform or Service at any time. If GoAnimate discontinues or sunsets the GoAnimate Platform of Service altogether, it will give you prior notice.
In the event of termination or expiration of this Agreement, you must immediately cease all use of the GoAnimate Platform and, except for the license to distribute Your Videos in the manner authorized by your Subscription Plan, all of the licenses granted to You hereunder will terminate. Additionally, GoAnimate may, at its option, block your access to the Services and/or delete Your Content and Your Videos. The definitions and rights, duties and obligations of the parties that by their nature continue and survive shall survive any termination or expiration of this Agreement.
You may not export or re-export any of Your Videos, GoAnimate Platform except in compliance with the United States Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable. The foregoing and all accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of the foregoing by the U.S. Government is governed solely by the terms of this Agreement.
THE VIDEOs, ASSETS, GoAnimate Platform AND SERVICES ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND GoAnimate HEREBY DISCLAIMS AND EXCLUDES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND SATISFACTORY QUALITY.
GoAnimate does not warrant that any of Your Videos, the GoAnimate Assets or the GoAnimate Platform will meet your needs or requirements or be error-free or always available or available at any particular time or that any errors or defects will be corrected.
IN NO EVENT WILL GoAnimate BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE.
GoAnimate’S LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE FEES, IF ANY, PAID BY YOU TO GoAnimate UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER GoAnimate HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You shall indemnify and hold harmless GoAnimate and its officers, directors, employees and agents (the “GoAnimate Indemnified Parties”) from and against liabilities, costs, losses, damages, judgments, expenses (including attorneys’ fees and costs of experts and costs of appeals) arising out or in connection with any and all of the following: (a) any allegation that any of Your Content infringe, misappropriate or violate any intellectual property right, including, without limitation, any rights of publicity or privacy, (b) any violation of this Agreement, including, without limitation, any breach of any representations or warranties contained herein, (c) Your Content, (d) your use of any of the GoAnimate Assets, GoAnimate Platform or receipt of the Services, (e) Your Videos, including, without limitation, any claims for defamation or slander, invasion of privacy or other violation of a person’s rights, (f) any activity relating to your account, (g) any violation of a third party’s contracts, policies or procedures, or (h) any failure of You to have all necessary rights and licenses.
You agree to keep confidential and not use other than in the performance of this Agreement or disclose to a third party any information of GoAnimate that You know or reasonably should know is confidential to GoAnimate.
To the extent you provide GoAnimate with any suggestions, information, ideas, or feedback concerning any of the GoAnimate Assets, GoAnimate Platform, or Services, including but not limited to, a report of any errors which you discover while using the GoAnimate Platform or any related documentation (“Feedback”), such Feedback will be the property of GoAnimate. You agree to assign, and hereby do assign, all right, title and interest worldwide in the Feedback, and the related intellectual property rights, to GoAnimate and agree to assist GoAnimate in perfecting and enforcing these rights.
You may not transfer or assign Your rights under this Agreement, in whole or in part, without the prior written consent of GoAnimate, except that you may, without obtaining the prior written consent of GoAnimate, transfer and assign Your rights under this Agreement in connection with a merger, acquisition or sale of all or substantially all of Your assets to which this Agreement relates (each, a “Permitted M&A Transaction”). Any attempted assignment in violation of the foregoing is void. If you assign this Agreement pursuant to a Permitted M&A Transaction, You agree to promptly inform GoAnimate of the identity and address of the other party involved in the Permitted M&A Transaction. GoAnimate may freely transfer or assign its rights under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
If you purchase a “Transfer Rights” license or if otherwise expressly authorized by your GoPremium or higher subscription, you may assign or otherwise transfer the right to distribute Your Videos to third parties, subject to You following the procedures and terms outlined by GoAnimate for the transfer and the assignee separately agreeing with you in writing to be bound by this Agreement. Upon such an assignment or transfer, you may not retain any rights to use that Video further.
The laws of the State of California govern all matters arising out of this Agreement, without regard to conflict of law principles. The United Nations Convention for the International Sale of Goods shall not apply. The federal and state courts located in San Francisco County, California USA will have non-exclusive jurisdiction in respect of disputes arising in connection with this Agreement. This Agreement is the entire agreement between us with respect to the subject matter hereof, and supersedes the terms of any purchase orders and any other communications or advertising with respect to such subject matter. If any provision of this Agreement is held invalid, that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will continue in full force and effect. GoAnimate has no liability for any failure of performance or equipment due to causes beyond its reasonable control, including, but not limited to, the following: acts of God, fire, flood, earthquake, tsunami, storm, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars or acts of terrorism; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet or any telecommunications, hosting or service provider. This Agreement may be modified only by a written agreement that is signed by authorized representatives of both parties and identifies itself as an amendment to this Agreement. No term or provision hereof will be considered waived by GoAnimate, and no breach excused, unless the waiver or consent is in writing signed by GoAnimate. No consent by GoAnimate to, or waiver of, a breach, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such paragraph or in any way affect such section.
If you have any questions about this Agreement, or if you want to contact GoAnimate for any reason, please direct all correspondence to: GoAnimate, Inc., 204 East 2nd Avenue, Suite 638, San Mateo, CA 94401 USA or send us an email to firstname.lastname@example.org.
GoAnimate, GoTeam, GoPlus, GoPublish, and GoPremium are trademarks and/or registered trademarks of GoAnimate, Inc. or its affiliates in the United States and/or various jurisdictions.
Infringement. 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 Services and/or access to the GoAnimate Platform for users who infringe the intellectual property rights of others and to block or delete their Videos. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the GoAnimate Platform, please provide GoAnimate’s designated agent the following information:
GoAnimate’s agent for notice of claims of copyright or trademark infringement on the GoAnimate Platform can be reached as follows:
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.
Submitting a DMCA Counter-Notification. GoAnimate will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to GoAnimate designated agent that includes all of the following information:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which GoAnimate may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers. GoAnimate reserves the right, in its sole discretion, to terminate the account or access of any user of our GoAnimate Platform and/or Services who is the subject or repeated DMCA or other infringement notifications and to block and delete their Videos.
GoAnimate, Inc. (“GoAnimate”) has established this Acceptable Use Policy (“Policy”) in order to define certain activities and behaviors that are prohibited. GoAnimate reserves the right to modify this Policy at any time. Changes and modifications to this Policy will be effective when posted to GoAnimate’s site or when GoAnimate provides notifies of the change, whichever is sooner.
You will neither upload Content to nor create a Video on the GoAnimate Platform which:
In the community areas of the GoAnimate Platform (as defined in the Terms of Service), you will not:
You will further refrain from:
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 use the GoAnimate Platform or receive and use the Services and (b) refuse, delete or remove any of Your Content; with or without cause and with or without notice, for any reason or no reason, or for any action that GoAnimate determines in good faith is inappropriate or disruptive to the Services or the GoAnimate Platform or to any other user of this site, the Services or the GoAnimate Platform (or any combination thereof) or that may expose GoAnimate to liability. 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.
GoAnimate has no obligation to monitor, police or remove any of Your Content or other information submitted by You or anyone else.