Access

Animo will provide You access to use the Application as described in this Agreement. Animo might provide some or all elements of the Application through third party service providers. You may be required to register an account with Animo in order to access and use certain features of the Application (an “Account”). If you choose to register for an Account to use the Application, You agree to provide and maintain true, accurate, current and complete information about yourself as prompted by Animo’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. You are responsible for maintaining the confidentiality of your Account and password, if any, and are fully responsible for any and all activities that occur under Your Account. You agree to immediately notify Animo of any unauthorized use of your Account or any other breach of security. Animo will not be liable for any loss or damage arising from Your failure to comply with this section.

License Grant

Animo grants You a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to use the Application for Your personal, or limited commercial use (subject to the terms and conditions contained in this Agreement) (the “Basic License”). For an additional fee, Animo may offer PRO Users a separate License Agreement to permit such PRO Users all rights granted under the Basic License, and also the right to make this Application available for broader commercial use, in accordance with the terms of this Agreement (the “PRO License”, and together with the Basic License, each a “License”). For purposes of this section, You qualify as a “PRO User” if You earn more than $500 USD per month from Your User Generated Content or Your Community Made Content, as determined in Animo’s sole discretion. The rights that Animo grants You under the License are subject to the terms of this Agreement, and You may only make use of the License if You comply with all applicable terms. The term of Your License shall commence on the date that You start to download, install or otherwise use the Application, and shall end upon the termination of the License either by You or by Animo.

Fees

Animo reserves the right to change Animo’s prices. If Animo does change prices, Animo will provide notice of the change through the Application or in email to you, at Animo’s option, at least thirty (30) days before the change is to take effect. Your continued use of the Application after the price change becomes effective constitutes Your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Application other than U.S. taxes based on Animo’s net income.

Reservation of Rights

Reservation of Rights This version of the Application and any related software applications, official avatars or files which may be provided to You to “patch” or “update” the Application, as well as any on-line or electronic documentation relating to the Application, including any and all copies and derivative works of the foregoing and any proprietary and confidential information which may be disclosed to You by Animo (“Confidential Information”) are the copyrighted work of Animo and its licensors. Animo’s licensor (i) retains all right, title and interest to any and all Voice Skins incorporated into the Application, and (ii) owns all worldwide right, title and interest in and to licensor’s software. You may not and will not delete or alter the proprietary rights notices appearing within the Application or documentation.

You acknowledge and agree that You shall have no ownership or other property interest in the Application, its software and documentation, and You further acknowledge and agree that all such rights are and shall forever be owned by and inure to the benefit of Animo and its licensors. The License is limited to the intellectual property rights of Animo and its licensors in the Application and does not include any rights to other patents or intellectual property. The Application may contain certain third-party licensed materials and licensors of those third-party materials may enforce their rights in the event of any violation of this Agreement by You. Animo’s licensors are third-party beneficiaries of this Agreement. All rights granted to You under this Agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.

Restrictions

Restrictions This Agreement governs Your use of the Application, all related documentation, as well as any updates and upgrades that replace or supplement the software in any respect and which are not distributed with a separate license. Any use, reproduction or redistribution of the Application not expressly authorized by the terms of this Agreement is expressly prohibited. You will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Application (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, or create derivative works based on the Application; (c) use the Application for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) provide access to the Application to any person who is not an authorized user; (e) remove any proprietary notices or labels; (f) use the Application to build a similar or competitive product or service or subset of functionality; (g) use the Application to impersonate any person or entity, or falsely state or otherwise misrepresent your or their affiliation with a person or entity; or (h) otherwise use the Application in a manner inconsistent with this Agreement. You will not export, re-export, or import the Application without the appropriate United States or foreign government licenses. Failure to comply with the restrictions and limitations contained in this section shall result in the immediate, automatic termination of the license granted hereunder and may subject You to civil and/or criminal penalties.

Furthermore, You agree that You shall not, under any circumstances:

Sell, grant a security interest in or transfer reproductions of the Application, its related software and/or documentation to other parties in any way not expressly authorized herein, nor shall You rent, lease or license the Application; Sell or disclose to any person or entity other than Animo any serial key, activation code, or other unique identifier or means of authentication provided to You by Animo; Resell or rent the functionality of the Application or its related software to third parties in endeavors that include (but are not limited to) use at a cybercafé, computer gaming center, convention, services marketplace (online or offline) or in any other digital or location-based site except with the express consent of Animo.

Updates and Patches

You acknowledge and agree that Animo does not have any maintenance or support obligations with respect to the Application. At its own discretion, Animo may deploy or provide patches, updates, or upgrades to the Application that must be installed in order for You to continue to use the Application. This Agreement shall apply to any such updates, upgrades and/or additional features that are not distributed with a separate license or other agreement. Animo may update the Application remotely, including, without limitation, the Application and related software residing on Your device(s), without Your knowledge or consent, and You hereby grant to Animo Your consent to deploy and apply such patches, updates and modifications to the Application.

When using the Application, You may create and save custom content. If upgrades or patches are provided or deployed by Animo, this content or its format may be reset when a particular build, patch or update completes the testing phase and is made available to You, and access to any previous version(s) of the Application and content therein stored may be ended upon the availability of such updates, upgrades and/or implementation of any additional features, without any prior notice to You from Animo.

Interaction with Third Party Sites and Services

The Application may allow You to interact with third-party websites, web browsers and web services (“Links”). The Links are not under the control of Animo and Animo is not responsible for the content of any Links, including without limitation any link contained in a Link or any changes or updates to a Link. Animo may provide Links only as a convenience and the inclusion of any Link does not imply endorsement by Animo of the Link or any association with its operators. You are solely responsible for any consequences of accessing a Link as well as for viewing and abiding by the privacy statements and terms of use posted in connection with those Links. Use of Links is at Your own risk.

Development Versions of the Application

You acknowledge that Animo may put at Your disposal in-development versions of the Application (each, a “Beta Version”). You may use any Beta Version in accordance with the terms and conditions of this Agreement. Beta Versions may not include all functionality and features accessible as part of the Application. Animo has the right to terminate a Beta Version at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANIMO WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO BETA VERSIONS. Your use of such in-development versions of the Application does not constitute an employment agreement or offer of such an agreement between You and Animo. Animo does not ask or require You to work a certain number of hours, shifts, etc. as part of Your use of the Application. Your use of in-development versions of the Application is strictly voluntary and done solely for Your personal enjoyment. Animo expects You only to use Your leisure time to participate in this Application and does not expect You to forego other activities, including gainful employment, during the time You spend using such in-development versions of the Application. You may stop using in-development versions of the Application at any time that You wish.

User Generated Content

By using Application, You can create and publish audio and video content, featuring one or several of the following: Avatars, defined as two-dimensional and/or three-dimensional graphical representations, icons, figures or animations, whether generic or user-personalized, depicting the user, the user’s alter ego or a character; Backgrounds, defined as the images, animations or otherwise varied compositions displayed behind or underneath Avatars, whether generic or user-personalized. References to “Backdrops” which may be made in this Agreement or other documents relating or applicable to the Application shall be considered references to Backgrounds; Accessories, defined as two-dimensional or three-dimensional graphical representations, figures or animations, whether generic or user-personalized, used to personalize Avatars and/or Backgrounds. References to “Props” which may be made in this Agreement or other documents relating or applicable to the Application shall be considered references to Accessories; Audio Assets, defined as sound samples either pre-recorded or generated on-the-fly by the application through capturing and processing microphone input (Together, “User Generated Content”). Audio and video content created by You using exclusively Avatars, Backgrounds, Audio Assets and/or Accessories made available to You within the Application is subject to the provisions of this current Section, without prejudice to any third-party rights which may apply, as herein provided. Custom Avatars, Backgrounds, Audio Assets and/or Accessories You create using Community Tools or by any other means or methods made available to You by Animo or its affiliates shall be subject to the provisions of this Agreement governing Community Made Content, as provided below. In the event that Your User Generated Content combines Avatars, Backgrounds, Audio Assets and/or Accessories made available within the Application or on the Storefront, as well as custom Avatars, Backgrounds and/or Accessories that You create, then Your use of such User Generated Content shall collectively be subject to the provisions governing Community Made Content, as provided below. You are fully responsible for Your User Generated Content. Furthermore, certain restrictions are applicable to use of such User Generated Content, including:

The video or audio content created with Application must never be sold or gated from the public behind paywalls, including but not limited to admission-type fees or paid subscriptions, unless specifically approved by Animo in a separate personalized Agreement or such rights are otherwise expressly granted to you by Animo in another way; provided, however, that the foregoing restrictions will not apply to content created pursuant to a PRO License;

The use of the audio and video content created with Application is further governed by the following limitations and licenses: Creative Commons Attribution Non-Commercial-Share Alike 4.0 International (CC BY-NC-SA 4.0). Detailed descriptions of the Creative Commons license types can be found in digital format at http://creativecommons.org/; provided, however, the that foregoing restriction will not apply to audio and video content created pursuant to a PRO License; The use of the audio and video content created with the Application while using any of third-party licensed Avatars, Backgrounds or Accessories is further governed by the licensing terms listed in the original asset description text within the Application and on the Storefront. You must verify the nature of these limitations and comply with them;

When creating content by using community-created assets (Avatars, Backgrounds or Accessories), additional limitations on allowed content use or ownership may apply on a case by case basis, as dictated by their creators. You must verify the nature of these limitations and comply with them.

In the case of overlaps between licenses governing different Avatars, Backgrounds or Accessories used in creating content (by using a mix of such Avatars, Backgrounds and/or Accessories), the most restrictive license governing any such Avatars, Backgrounds or Accessories shall apply.

You hereby grant Animo a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, and sublicensable license to use, copy, modify, adapt, distribute, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit Your User Generated Content for any purposes, for all current and future methods and forms of exploitation in any country. You may not create, generate, or make available any User Generated Content to which You do not have the right to grant Animo such license.

Your User Generated Content shall not: (i) infringe any third party intellectual property or other proprietary or publicity/privacy rights, (ii) violate any law or regulation, (iii) be defamatory, profane, obscene, child pornographic or harmful to minors, (iv) contain any viruses, trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, (v) alter or remove existing intellectual property notices or (iv) violate this Agreement. For the avoidance of all doubt, You expressly agree and accept that Animo has the sole and final decision in determining what constitutes defamatory, profane or obscene content, child pornography or content otherwise harmful to minors, at its own discretion.

Without prejudice to the provisions governing indemnity herein contained, You hereby accept that You shall indemnify, defend and hold Animo harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against Animo by a third party relating to Your User Generated Content (including but not limited to any representations or warranties You make about Your Community Made Content) or Your breach of this Section.

Community Made Content

From time to time, Animo may publish software, associated guidelines and specifications (“Community Tools”) to allow You to create custom avatars, backgrounds, accessories, text, sounds or other custom items that interoperate or are integrated with the Application (“Community Made Content”). You may distribute Your Community Made Content to third parties only as permitted by Animo and in strict accordance with the specifications that are part of the Community Tools. You hereby acknowledge and agree that Animo does not own the copyright to Your own Community Made Content. You hereby grant Animo and its affiliates the non-exclusive, irrevocable right to use, modify, create derivative works from, distribute to Animo’s development partners, broadcast, and otherwise communicate and publicly display Your Community Made Content, and derivative works of Your Community Made Content for development, promotion and marketing purposes. You represent and warrant to Animo that You have sufficient rights in all Community Made Content to grant Animo and other affected parties such licenses. This includes, without limitation, all intellectual property rights or other proprietary or personal rights affected by or included in the Community Made Content. More rights, including but not limited to sale and/or distribution of Your Community Made Content to third parties, other than Animo’s development partners, may be given to Animo only if they are such stated in a specific licensing agreement signed between You and Animo. Animo may assign or sublicense any of the before mentioned rights to third parties in its sole discretion. Your Community Made Content shall not: (i) infringe any third party intellectual property or other proprietary or publicity/privacy rights, (ii) violate any law or regulation, (iii) be defamatory, profane, obscene, child pornographic or harmful to minors, (iv) contain any viruses, trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, (v) alter or remove existing intellectual property notices or (iv) violate this Agreement. For the avoidance of all doubt, You expressly agree and accept that Animo has the sole and final decision in determining what constitutes defamatory, profane or obscene content, child pornography or content otherwise harmful to minors, at its own discretion. You hereby acknowledge that Animo has no support, warranty, indemnification or other obligation or liability with respect to Your Community Made Content or its interaction or use with the Application. Without prejudice to the provisions governing indemnity herein contained, You hereby accept that You shall indemnify, defend and hold Animo harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against Animo by a third party relating to Your Community Made Content (including but not limited to any representations or warranties You make about Your Community Made Content) or Your breach of this Section. Feedback As a licensee, You may provide Animo with Feedback with respect to the Application. For the purposes of this Agreement, “Feedback” shall mean suggestions, comments, ideas, requests for noticeable bugs and all other types of information, including software and code, that You provide, publish, or otherwise communicate directly or indirectly (including Your employees, agents, contractors, or representatives) to Animo or its agents that relates to the Application. You agree that while the role You will play in helping Animo develop better software is helpful, it does not constitute a critical or vital role in the development of the Application such as to entitle You to claims of ownership or rights to receive any other compensation of any kind for Your participation. You hereby grant Animo the worldwide, exclusive, transferable, perpetual, irrevocable, royalty-free, fully paid-up right to: (i) make, have made, use, copy, modify, and create derivative works of the Feedback as part of any Animo product, technology, service, specification or documentation; (ii) publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell and sell, rent, lease or lend copies of the Feedback (and derivative works thereof and improvements thereon); and (iii) sublicense to third parties the foregoing rights, including the right to sub-license to further third parties. If any such rights may not be licensed under the law in Your country of residence, You hereby waive and agree not to assert any such rights. You represent and warrant that You have sufficient rights in any Feedback that You provide to Animo to grant Animo and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights. You understand and agree that Animo is not required to make any use of any Feedback that You provide. You agree that if Animo makes use of Your Feedback, Animo is not required to credit or compensate You.

Limited Warranty and Disclaimer

The Application, related software and documentation(s) are provided on an “as is” and “as available” basis with all faults and without warranty of any kind, either express or implied, including, without limitation, any implied warranties of condition, defects, use, merchantability, fitness for a particular purpose or use, or noninfringement. The entire risk arising out of use or performance of the Application, related software and documentation(s) remains with You. To the fullest extend permissible under the applicable law, Animo and Animo’s licensors do not make and hereby disclaim all warranties and conditions with respect to the Application, either express or implied, including, but not limited to, any and all express, implied or statutory warranties, including implied warranties of title, condition, uninterrupted use, merchantability, satisfactory quality, fitness for a particular purpose, noninfringement of third party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice. Animo and Animo’s licensors make no warranty that (a) the Application will be uninterrupted, timely, secure, or error-free, (b) the Application will be interoperable or compatible with other software, or (c) the results that may be obtained from the use of the Application will be effective, accurate or reliable. No oral or written information or advice given by Animo, Animo’s representatives or their authorized representative(s) shall create a warranty. Nothing in this Agreement will prejudice the statutory rights that You may have as a consumer of the Application. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the above terms may not fully apply to You. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the maximum extent permitted by the laws of such jurisdictions.

Limitation of Liability

To the fullest extent permissible by the applicable law, in no event shall Animo, its subsidiaries, licensors, or its affiliates be liable to You for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer failure or malfunction or any form of direct or indirect, special, incidental, consequential or punitive damages from any causes of action arising out of or related to or arising out of or in connection with this Agreement, the Application, related software or the documentation(s), whether arising in tort (including negligence), contract, strict liability or otherwise, whether or not Animo has been advised of the possibility of such damage. Certain jurisdictions do not allow the limitation of liability for death, personal injury, fraudulent misrepresentations or certain intentional or negligent acts, or violation of specific statutes, or the limitation of incidental or consequential damages, which imply that some or all of the above limitations of liability may not apply to You. In no event shall Animo’s total liability to You for all damages exceed the amount actually paid by You for the Application. Limitation of Liability is a material term of this Agreement. You agree that the provisions in this Agreement that limit liability are essential terms of this Agreement. The foregoing limitations of liability apply even if any remedies described in this Agreement fail in their essential purpose. Without prejudice to the above and to the fullest extent of the law Animo, its licensors, affiliates and subsidiaries shall not be liable for direct or indirect, special, incidental, consequential or punitive damages from any causes of action arising out of Your use of the Application, including any form of expression, verbal or otherwise, User Generated Content, and/or Community Made Content, resulting from any actions You perform or allow to be performed in order to: Create a false identity for purposes of misleading others; Defame, abuse, harass, threaten, spam, violate the rights of others; Publish, transfer or distribute any inappropriate, indecent, obscene, foul or unlawful conduct, including promoting hate speech, religious or political extremism, racism, sexism, homophobia, transphobia or other such discriminatory opinions or historical revisionism; In addition, You may not create, generate, or make available any User Generated Content or Community Made Content that is illegal or violates or infringes another’s rights, including intellectual property rights or privacy, publicity or moral rights. Animo reserves the right to take down any form of expression resulting from Your use of the Application, verbal or otherwise, as well as User Generated Content or Community Made Content in its discretion.

Indemnity

This section only applies to the extent permitted by applicable law. If You are prohibited by law from entering into the indemnification obligation below, then You assume, to the fullest extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below. You will defend, indemnify and hold harmless Animo, its subsidiaries, affiliates, contractors, officers, directors, employees, agents, licensors, licensees, distributors, developers, content providers, and other users of the Application, from all damages, losses, liabilities, claims and expenses, including attorneys' fees, arising directly or indirectly from: (i) any claim that, if true, would constitute a breach by You of this Agreement or negligence by You, (ii) any act or omission by You in using the Application, or (iii) any claim of infringement or violation of any third-party intellectual-property rights arising from Animo’s use of Your User Generated Content or Feedback. Animo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You hereunder, and in such event, You shall have no further obligation to provide indemnification for such matter.

Injunctive Relief

You hereby acknowledge that a breach of this Agreement may cause irreparable injury to Animo for which monetary damages would not be an adequate remedy and Animo shall be entitled to seek, without bond, other security, or proof of damages, appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Animo may otherwise have available to it under the applicable laws.

Data Collection

The Application may contain functions which process information related to Your use of the Application. Personal data provided to Animo and/or collected by Animo in connection with Your installation and use of the Application is collected, used, stored and transmitted in accordance with Animo’s Privacy Policy. To the extent that anything in this section conflicts with the terms of Animo’s Privacy Policy, the terms of the Privacy Policy shall control. If You do not want Animo to collect, use, store, transmit or display the data described in Animo’s Privacy Policy, please do not install or use the Application.

Virtual Currency

The Application may allow you to use virtual currency, such as coins, points or similar items that may be earned or obtained through the Application or otherwise purchased by you for legal tender or actual currency, subject to applicable law (“Virtual Currency”). Subject to your compliance with the terms of this Agreement, Animo hereby grants to you a limited, personal, nontransferable, non-sublicensable, revocable license to use, solely within the Application, Virtual Currency that you have earned, purchased or otherwise obtained in a manner authorized by Animo. Except as provided in the foregoing, you will have no right, title or interest in or to any Virtual Currency appearing or originating in the Application, and Animo reserves the absolute right without any liability to you or any third party, at any time and at its sole discretion, to manage, regulate, control, modify or eliminate Virtual Currency. All sales of Virtual Currency are final and non-refundable, unless Animo or the applicable third-party platform decides in its sole and absolute discretion to provide a refund. You agree that in the event that this Agreement is terminated for any reason, you will forfeit all Virtual Currency and Animo will have no liability to you in connection with that forfeiture.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

You agree that any and all disputes or claims that have arisen or may arise between You and Animo, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Application, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this section does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, You are waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

YOU AND ANIMO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ANIMO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Except as otherwise set forth in these Terms of Use, these Terms of Use shall be exclusively governed by and construed in accordance with the laws of India. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Animo or these Terms, including those relating to its validity, its construction or its enforceability, but excluding those provisions where it has been specified that Animo’s decision shall be final, (any “Dispute”) shall be, if initiated by the User, first raised by the user to connect@getanimo.io. If such Dispute has not been settled within sixty (60) days after the User reaches out to the aforementioned email IDs, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (“Act”). Provided however when Animo raises any dispute, Animo may directly initiate arbitration in accordance with this clause. The Dispute shall be resolved by one (1) arbitrator to be appointed by Animo. The place the arbitration shall be New Delhi, India. The language of the arbitration shall be English. The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

No Implied Waiver

None of the provisions of this Agreement shall be deemed to have been waived by any act, failure to exercise, delay in exercising or acquiescence on the part of Animo, its agents, or employees, but only by an instrument in writing signed by an authorized officer of Animo. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and representations, warranties or understandings between You and Animo. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.

Severability

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions of the Agreement shall remain in full force and effect.

Amendments of this Agreement

Animo may issue an amended Agreement at any time in its discretion by posting the amended Agreement on its website or by providing You with digital access to the amended Agreement through the Application or other means. If any amendment to this Agreement is not acceptable to You, You may terminate this Agreement by deleting or otherwise disposing of the Application before such amended Agreement becomes effective. By using the Application after the amended Agreement becomes effective or otherwise indicating Your acceptance of the amended Agreement, You are agreeing to be bound by the terms of the amended Agreement.

Assignment

You may not, without the prior written consent of Animo (which may be denied at Animo’s sole discretion), assign, transfer, charge, or sub-contract all or any of Your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of Your rights and obligations under this Agreement are not enforceable under the law of Your country of residence, then this Agreement will be binding on any transferee of the Application. Animo may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.

Language

The original of this Agreement is in English. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. Any translations of this Agreement are provided for reference purposes only. To the maximum extent permitted, any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.

Governing Law and Jurisdiction

The laws of the State of California, excluding its conflicts-of-law rules, govern this Agreement and/or Your use of the Application and You expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this Agreement and/or Your use of the Application not subject to arbitration shall be the federal or state courts that govern California, and You expressly consent to the exercise of personal jurisdiction of such courts. You and Animo agree to the waive any jurisdictional, venue, or inconvenient forum objections to such courts as indicated above, as well as, if applicable, any right to a jury trial. Please note that Your conduct may also be subject to other local, state, national, and international laws, including international copyright regulations and treaties. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this License or to any dispute or transaction arising out of this License. You may contact Animo for any questions, complaints or claims at the following address: connect@getanimo.io

READY PLAYER ME

This application contains READYPLAYERME SDK developed by Wolfprint 3D OÜ. of which the copyrights are held by Wolfprint 3D OÜ. For more information you can read their terms of service and use.

Contact

You may contact Animo for any questions, complaints or claims at the following address: connect@getanimo.io