Last Updated: 5/1/2019
1. Your Agreement with Animate Objects
1.1. Your use of the ARGO Services is governed by these Terms of Service (the “Terms”). “Animate Objects” a.k.a. “AO” means Animate Objects, Inc., located at 4066 Moratalla Terrace, San Diego, CA 92130, United States, and its subsidiaries or affiliates involved in providing the ARGO Services. The “ARGO Services” means the services AO makes available through https://www.animateobjects.net, any sub-pages and any other website designated by AO (collectively, the “Website”), the AO cloud infrastructure, the AO API, the AO Tools, and any other software or services offered by AO in connection to any of those.
1.2. In order to use the ARGO Services, you must first agree to the Terms. You will agree to the Terms by actually using the ARGO Services. You understand and agree that AO will treat your use of the ARGO Services as acceptance of the Terms from that point onwards.
1.3. You may not use the ARGO Services if you are a person barred from receiving the ARGO Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the ARGO Services. You affirm that you are over the age of 13, as the ARGO Services may not be used by children under 13.
1.4. You agree your purchases of ARGO Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by AO or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the ARGO Services
2.1. You must provide accurate and complete registration information any time you register to use the ARGO Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify AO immediately. Your account will allow you to access and use the ARGO Services in connection with any game and any related source code written by you (your “Game”).
2.2. Your use of the ARGO Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3. You agree not to (a) access (or attempt to access) the administrative interface of the ARGO Services by any means other than through the web interface or API that is provided by AO in connection with the ARGO Services, unless you have been specifically allowed to do so in a separate agreement with AO, or (b) engage in any activity that interferes with or disrupts the ARGO Services (or the servers and networks which are connected to the Service).
2.4. Your account has “hard” and “soft” usage limits, as further explained at https://argo.animateobjects.net/pricing (or such URL as AO may provide). The ARGO Services do not permit you to exceed the hard usage limits. AO reserves the right to enforce soft usage limits in its sole discretion, which may result in AO denying service to you or the end users that play your Game (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account.
2.5. You may use the ARGO Services only to develop and run Applications and/or Games that use the ARGO Services. You may not access the ARGO Services for the purpose of bringing an intellectual property infringement claim against AO or for the purpose of creating a product or service competitive with the ARGO Services.
2.6. You agree to include a AO logo in a prominent location in your game, such as on the splash screen of your Game, and also include our copyright and credit notice on any “help” or “credit” screens. More details are provided in https://argo.animateobjects.net/style-guide (or such other URL as AO may provide), which by this reference is incorporated into the Terms.
3. Service Policies and Privacy
3.1. You agree to comply with the AO Acceptable Use Policy available at https://argo.animateobjects.net/acceptable-use (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.
3.3. You agree that you will protect the privacy and legal rights of the End Users of your game. You must provide legally adequate privacy notice and protection for End Users, provided that your privacy policies may not be more stringent than those of AO and may not conflict with those of AO. If End Users provide you with user names, passwords, or other login information or personal information, you must make the End Users aware that the information will be available to your game and to AO.
4. Fees for Use of the ARGO Services
4.1. Subject to the Terms, the ARGO Services are provided to you without charge up to certain limits. Usage over these limits requires your purchase of additional resources or services. The pricing for additional resources and services can be found at https://argo.animateobjects.net/pricing (or such URL as AO may provide).
4.2. For all purchased resources and services, AO will charge your credit card on a monthly basis or at the interval indicated in AO fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorney fees AO incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on AO’s measurements of your use of the ARGO Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of AO and only in the form of credit for the ARGO Services. Nothing in these Terms obligates AO to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to AO may be shared by AO with companies who work on AO’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to AO and servicing your account. AO may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. AO shall not be liable for any use or disclosure of such information by such third parties.
4.3. AO may change its fees and payment policies for the ARGO Services at any time, but in the event of a fee increase, AO will honor the previous pricing policy for an existing customer for at least sixty (60) days after notifying the customer of the fee increase. Changes to the fees or payment policies will be posted on the Webite (or such other URL AO may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4. AO reserves the right to discontinue the provision of the ARGO Services to you for non-payment or late payment of amounts due to AO. AO will provide you with thirty (30) days to cure the applicable non-payment or late payment before AO discontinues providing the ARGO Services to you.
4.5. You may not develop multiple Applications and/or Games to simulate or act as a single Game or otherwise access the ARGO Services in a manner intended to avoid incurring fees.
5. User Generated Content on the ARGO Services and Take Down Obligations
5.1. You understand that all End User generated information (such as End User information, data files, written text, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the ARGO Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.” The term Content shall specifically exclude your Game.
5.2. AO reserves the right (but shall have no obligation) to remove any or all Content and Applications and Games from the ARGO Services. You agree to immediately take down any Content and/or Application and/or Games that violates the Acceptable Use Policy, including pursuant to a takedown request from AO. In the event that you elect not to comply with a request from AO to take down certain Content, Applications or Games, AO reserves the right to directly take down such Content or to disable Applications or Games.
5.3. In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications and/or Games, you shall immediately terminate such End User’s account on your Application and/or Game. AO reserves the right to disable Applications and Games in response to a violation or suspected violation of the Acceptable Use Policy. When reasonably practicable, AO will provide you with fifteen (15) days to cure the violation or suspected violation of the Acceptable Use Policy. A cure period may not be provided for any violation of law or any violation of a third party’s intellectual property rights.
5.4. You agree that you are solely responsible for (and that AO has no responsibility to you or to any third party for) the Application or Game or any Content that you create, transmit or display while using the ARGO Services and for the consequences of your actions (including any loss or damage which AO may suffer) by doing so.
5.5. You agree that AO has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the ARGO Services.
6.1. You acknowledge and agree that AO (or AO’s licensors) own all legal right, title and interest in and to the ARGO Services, including any intellectual property rights which subsist in the ARGO Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2. Except as provided in Section 8, AO acknowledges and agrees that it obtains no right, title or interest from you (or your licensors or End Users) under these Terms in or to any Content or Applications or Games that you create, submit, post, transmit or display on, or through, the ARGO Services, including any intellectual property rights which subsist in that Content and the Application and/or the Game (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with AO, you agree that you are responsible for protecting and enforcing those rights and that AO has no obligation to do so on your behalf.
6.3. AO may perform its own analysis against your Content, Application and/or Game data for the purpose of improving and adding new features to the ARGO Services. AO may develop, use, distribute and publish information and statistics derived from your Content, Application and/or Game data for use on a masked, aggregate basis; provided, that no such information will contain statistics or other information that is specifically attributable to the overall performance of your Applications(s) and/or Game(s). This particular use of your Content, Application and/or Game data will not result in the distribution or publication of any personally identifiable information.
7. License from AO and Restrictions
7.1. To facilitate your use the ARGO Services, AO may make available to you certain documentation, application programming interfaces (APIs), and sample source code (the “Licensed Materials”). Subject to your compliance with the Terms (including, without limitation, the payment obligations described in Section 4) and your use the ARGO Services in connection with your Applications and/or Games, AO grants you a revocable, personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Licensed Materials made available to you by AO as part of the ARGO Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the ARGO Services as provided by AO, in the manner permitted by the Terms. Any other use of the Licensed Materials is prohibited.
7.2. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the ARGO Services, the Licensed Materials or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by AO, in writing (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the ARGO Services or any Application and/or Games running on the ARGO Services; or (c) use the ARGO Services in any way that may subject the ARGO Services to any obligations under any open source software license, including, without limitation, any license which imposes any obligation or restriction with respect to AO’s patent or other intellectual property rights in the ARGO Services.
7.3. Open source software licenses for components of the ARGO Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with AO for the use of the components of the ARGO Services released under an open source license.
7.4. AO grants you a revocable, personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the AO trade name, trademarks, service marks, and logos for the sole purpose of advertising or publicizing your use of the ARGO Services as required by Section 2.6 of the Terms and provided that you follow the AO branding guidelines, available at https://argo.animateobjects.net/style-guide (or such other URL as AO may provide).
8. License from You
8.1. AO claims no ownership or control over any Content or Game that you originate. You retain copyright and any other rights you already hold in the Content and/or Game that you originate, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying your Content on or through the ARGO Services you hereby grant to AO a worldwide, royalty-free, and non-exclusive right and license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling AO to provide you with the ARGO Services. Furthermore, by creating or making available a Game to be used in connection with the ARGO Services, you hereby grant to AO a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Game for the sole purpose of enabling AO to provide you with the ARGO Services.
8.2. By adding a collaborator to your Game, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Game(s) and Content as permitted by the relevant ARGO Services functionality or features for the sole purpose of collaborating on development or operation of the Game(s).
8.3. You may choose to or AO may invite you to submit comments or ideas about the ARGO Services, including, without limitation, about how to improve the ARGO Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place AO under any fiduciary or other obligation, and that AO and/or its successors and assigns are free to use the Idea without any additional compensation to you and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4. You agree that AO, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Website listings (including links to your website) for the purpose of advertising or publicizing your use of the ARGO Services.
9.1. AO may make available through the ARGO Services additional features, functionality, and services offered by its third-party partners (“Add-ons”). Your use of Add-ons is subject to these Terms and to the applicable fees. You acknowledge for each Add-on you subscribe to or purchase through the ARGO Services, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; AO is acting as agent for the Add-on Provider in providing each such Add-on to you; AO is not a party to the license between you and the Add-on Provider with respect to that Add-on; and AO is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that AO, and AO’s subsidiaries, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that AO will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
9.2. By subscribing to or purchasing an Add-on, you grant AO permission to share your Game, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
9.3. The license granted to you to use any Add-on is personal to you, and is not sublicensable to your End Users. You may not provide or resell Add-ons to others.
10. Modification and Termination of the ARGO Services
10.1. AO is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the ARGO Services may change from time to time without prior notice to you, subject to the terms in Section 4.3. AO intends to minimize changes to functionality or application programming interfaces (“APIs”) that will negatively impact your Game(s). When making such changes, AO will create a new version of the API and continue to support the old version of the API for at least ninety (90) days. However, in the event of security issues, issues affecting system health or other exigent circumstances, AO may terminate support for the old version of the API without advance notice. Changes to the form and nature of the ARGO Services will be effective with respect to all versions of the ARGO Services. Examples of changes to the form and nature of the ARGO Services include, without limitation, changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2. You may terminate these Terms at any time by canceling your account on the ARGO Services. You will not receive any refunds if you cancel your account.
10.3. AO reserves the right to terminate your account at any time, for any or no reason, by providing you with at least ninety (90) days’ notice to allow you enough time to migrate your Game(s) to an alternative system. You agree that AO will not be liable to you or any third party with respect to any termination of your account and/or your access to the ARGO Services.
10.4. You are solely responsible for exporting your Content and Game(s) from the ARGO Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Game(s).
10.5. If AO ceases to do business and discontinues providing any ARGO Services, AO will license to you the source code for the ARGO Services then in use by your Game(s) (each, an “Affected Game”) for a period of at least one (1) year on a limited, non-exclusive, non-transferable basis sufficient only to allow you to continue to operate your Affected Game while you migrate said Affected Game to an alternative system. The foregoing license will terminate immediately if (a) AO or its successor makes available a service that is substantially similar to the discontinued ARGO Services; (b) you use, or attempt to use, the source code in connection with a game other than an Affected Game; (c) you distribute or commercialize, or attempt to distribute or commercialize, the source code as a service independent or apart from any Affected Game; or (d) you act, or attempt to act, as any form of service bureau for the source code. AO will not provide any updates, bug fixes, or other maintenance, support, or service with respect to any source code licensed under this section.
10.6. Upon any termination of the ARGO Services or your account, these Terms will also terminate, but Sections 6.1, 10, 11, 12, 13, and 17 shall continue to be effective after these Terms are terminated.
11. EXCLUSION OF WARRANTIES
11.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 13, SHALL EXCLUDE OR LIMIT PLAYFAB’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2. EXCEPT AS OTHERWISE PROVIDED IN ANY WRITTEN SERVICE LEVEL AGREEMENT OR OTHER WRITTEN AGREEMENT BETWEEN THE PARTIES, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ARGO Services IS AT YOUR SOLE RISK AND THAT THE ARGO Services ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “AS MODIFIED FROM TIME TO TIME.”
11.3. EXCEPT AS OTHERWISE PROVIDED IN ANY WRITTEN SERVICE LEVEL AGREEMENT OR OTHER WRITTEN AGREEMENT BETWEEN THE PARTIES, PLAYFAB, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE ARGO Services, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PLAYFAB, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE ARGO Services WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE ARGO Services WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE ARGO Services WILL BE ACCURATE.
12. LIMITATION OF LIABILITY
12.1. SUBJECT TO SECTION 11.1 ABOVE, AND EXCEPT IN CONNECTION WITH MISUSE OR UNAUTHORIZED DISCLOSURE BY PLAYFAB OF YOUR CONFIDENTIAL INFORMATON OR OF PERSONANALLY IDENTIFIABLE INFORMATION OF YOUR END USERS, YOU EXPRESSLY UNDERSTAND AND AGREE THAT PLAYFAB AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THE TOTAL LIABILITY OF PLAYFAB AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR YOUR USE OF THE ARGO Services OR ANY RELATED CONTENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO PLAYFAB BY YOU DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
12.2. THE LIMITATIONS ON PLAYFAB’S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT PLAYFAB HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.1. You agree to hold harmless, defend and indemnify AO, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “AO and Partners”) from and against any third-party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the ARGO Services, (c) your violation of applicable laws, rules or regulations promulgated by any governmental authority in connection with the ARGO Services, or (d) your Content or your Game, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, AO will provide you with written notice of such claim, suit or action.
14. Copyright Policy
14.1. You agree to set up a process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). It is AO’s policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Game or, if necessary, the Game itself upon receipt of a valid DMCA notice. For more information, please go to https://argo.animateobjects.net/acceptable-use/.
15. Other Content
15.1. The ARGO Services may include hyperlinks to other web sites or content or resources or email content. AO may have no control over any web sites or resources which are provided by companies or persons other than AO.
15.2. You acknowledge and agree that AO is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3. You acknowledge and agree that AO is not liable for any loss or damage which may be incurred by you or your End Users as a result of the content or availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16. Changes to the Terms
16.1. AO may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
16.2. You understand and agree that if you use the ARGO Services after the date on which the Terms have changed, AO will treat your use as acceptance of the updated Terms.
17. General Legal Terms
17.1. Except to the extent you and AO have entered into a separate written agreement that is expressly intended to supersede these Terms either in whole or in part, the Terms constitute the whole legal agreement between you and AO and govern your use of the ARGO Services (but excluding any services which AO may provide to you under a separate written agreement), and completely replace any prior agreements between you and AO in relation to the ARGO Services.
17.2. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.3. If AO provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.4. You agree that AO may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the ARGO Services. By providing AO your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.5. You agree that if AO does not exercise or enforce any legal right or remedy which is contained in the Terms (or which AO has the benefit of under any applicable law), this will not be taken to be a formal waiver of AO’s rights and that those rights or remedies will still be available to AO.
17.6. AO shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.7. The Terms, and your relationship with AO under the Terms, shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and AO agree to submit to the exclusive jurisdiction of the courts located within San Diego, California, to resolve any legal matter arising from the Terms.
17.8. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of AO (not to be unreasonably withheld).
17.9. These policies are inspired by the policies of Parse, Google App Engine, Heroku and PlayFab. The original works have been modified. AO is not affiliated with or sponsored by Parse, Google, Heroku, or PlayFab.