This agreement is entered into by and between you (“Licensee,” “You” or “Your”) and Alight Creative, Inc. (“Alight Creative,” “Licensor,” “We,” or “Us”), and not with Apple or any other third parties. The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Agreement”), govern your access to and use of “Alight Motion”, “Alight Account”, “Alight Cloud” and any other applications (collectively, “Application(s)”), websites, services and APIs that link to this Agreement, including any content, functionality, and services offered on or through the Applications (the “Service(s)”), whether as a guest or a registered user. For clarity, the Services include the Applications provided by Alight Creative.
By clicking the “Accept” button/checking the “Accept” box when this option is provided, or by accessing or using Applications and Services, you (a) accept this Agreement and agree that you are legally bound by its terms; and (b) represent and warrant that: (i) you are 16 years of age or older/of legal age to enter into a binding agreement; (ii) if you are a corporation, governmental organization, or other legal entity, you have the right, power, and authority to enter into this Agreement on behalf of Licensee and bind Licensee to its term; (iii) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (iv) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you do not agree to the terms of this Agreement, Alight Creative, the Licensor, will not and does not license the Applications to Licensee, and you must not download/install the Applications nor access/use the Services. This Agreement expressly excludes any right, concerning any Applications or Services that Licensee did not acquire lawfully or that is not a legitimate, authorized copy of Alight Creative’s Applications/Services.
1. License Grant. Subject to the terms of this Agreement, Alight Creative, as Licensor, grants you, the Licensee, a limited, non-exclusive, and nontransferable license:
(a) to download, install, and use the Application on devices owned or controlled by you, which are affiliated with your account (“Authorized Devices”), strictly in accordance with the Application’s documentation and the usage rules in the terms of service of the App Platform Provider which the Application has been downloaded from.
(c) to use, modify, and reproduce Stock Elements and Preset Shapes provided as part of the Application, either via download or pre-packaged within the Application at the time of installation, as a digital reproduction in digital video form, provided that if your work includes credits to other copyright holders you also credit Alight Creative (e.g., “<<Asset Name>> courtesy of Alight Creative. Edited with Alight Motion”); and
(d) for any multimedia, video, or animation Content produced by you by using the Application while you are a current, paid user, Alight Creative also grants you a perpetual, non-exclusive, non-transferable right to use, modify, and reproduce Stock Elements and Preset Shapes provided as part of the Service, either via download or pre-packaged within the Application at the time of installation, as a digital reproduction in digital video form and as part of a television or radio broadcast.
2. License Restrictions. You, as Licensee, shall NOT:
(a) install or use a copy of the Application on a device you do not own or control, except as expressly permitted by this Agreement or the applicable Google Play or Apple App Store rules or terms of service;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not copyrightable or patentable, of the Application unless you are expressly permitted to do so under an open source license, we give you express written permission or you are otherwise legally permitted to do so notwithstanding this restriction;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by allowing simultaneous use of the application by a 3rd party on an Authorized Device, and including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;
(g) use Stock Elements other than as part of Content produced via the Services;
(h) use Stock Elements as part of a trademark, design mark, logo or service mark;
(i) falsely represent or imply that Stock Elements were created by any person other than the copyright holders; or
(j) use Stock Elements in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
(k) use the Application simultaneously on more than three Authorized Devices at once, except where expressly permitted in writing by Alight Creative
3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. Alight Creative owns all Intellectual Property Rights in the Applications and Services. While you own all Intellectual Property Rights in multimedia, video, or animation Content produced by you by using the Application, you acknowledge and agree that Alight Creative (and our licensors) own(s) all legal right, title and interest in and to the Application, including, without limitation, all software that is part of the Application and Service for compatible computing devices that enable access and use of the Application and Service through such device. For clarity, you do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Alight Creative and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all patents, copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Feedback. If you provide us any feedback about the Applications and/or Services, then Alight Creative may use that information without obligation to you, and you hereby irrevocably assign to Alight Creative all right, title, and interest in that feedback
6. Alight Cloud Specific Terms. The Application may provide you with access to the Alight Creative’s cloud services and certain features, functionality, and Content accessible on or through the Application that may be hosted by Alight Creative or by contracted 3rd parties on behalf on Alight Creative (collectively, “Alight Cloud”). The terms in this section 6 apply only to the specific offerings set forth in this section 6. In the event of a conflict between the terms of this section 6 and other terms and conditions of this Agreement, the terms of this section 6 will govern, but only to the extent necessary to resolve that conflict. Your access to and use of Alight Cloud may require you to acknowledge your acceptance of such additional terms of service, and your failure to do so may restrict you from accessing or using certain Alight Cloud features and functionality. Any violation of such additional terms of service will also be deemed a violation of this Agreement. Your use of Alight Cloud includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
6.2 Subject to and conditioned on your payment of applicable fees and compliance with all terms and conditions of this Agreement, Alight Creative hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use Alight Cloud during the subscription period solely for your operations in accordance with the terms and conditions herein. Licenses available on a subscription basis are temporary. Alight Creative may provide you or allow you to create the necessary passwords and access credentials associated with your subscription to allow you to access Alight Cloud. You may not share your Alight account with others or allow others to access Alight Cloud using your account or credentials.
6.3 You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of Alight Cloud. You will not sell or transfer them to any other person or entity. You must promptly notify Alight Creative or its designated customer support agent about any possible misuse of your accounts or authentication credentials or any security incident related to Alight Cloud.
6.4 Alight Cloud may not be used for unlawful, fraudulent, offensive, or obscene activity, and further, agree to the following:
Notwithstanding anything to the contrary in this Agreement, Alight Creative may temporarily suspend your access to any portion or all of Alight Cloud, block access to or delete content you have stored in (or shared via) Alight Cloud if: (i) Alight Creative reasonably determines that (A) you are abusing your subscription, for example, by sharing your Alight Cloud subscription with other; (B) your use of Alight Cloud disrupts or poses a security risk to Alight Cloud or to any other users or vendor of Alight Creative; (C) you are using the Alight Cloud for fraudulent or illegal activities; or (D) Alight Creative’s provision of Alight Cloud to you is prohibited by applicable law; (ii) any vendor of Alight Creative has suspended or terminated Alight Creative's access to or use of any third-party services or products required to enable you to access Alight Cloud; or (iii) you failed to pay applicable subscription fees on time (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Alight Creative shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to Alight Cloud following any Service Suspension. Alight Creative shall use commercially reasonable efforts to resume providing access to Alight Cloud as soon as reasonably possible after the event giving rise to Service Suspension is resolved. Alight Creative will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that you may incur as a result of a Service Suspension.
6.5 As between Alight Creative and you, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Alight Creative. You are solely responsible for the Content of all Your Data. You will secure and maintain all rights in Your Data necessary for Alight Creative to provide Alight Cloud to you without violating the rights of any third party or otherwise obligating Alight Creative to you or to any third party. Alight Creative does not and will not assume any obligations with respect to Your Data or to your use of Alight Cloud other than as expressly set forth in this Agreement or as required by applicable law.
You hereby grant to Alight Creative a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to Your Data as may be necessary for Alight Creative to provide Alight Cloud to you. Alight Creative may monitor your use of Alight Cloud and collect and compile data and information related to your use of Alight Cloud and other Aggregated Statistics to be used by Alight Creative in an aggregated and anonymized manner. You acknowledge that Alight Creative may compile Aggregated Statistics based on Your Data input into Alight Cloud. You agree that Alight Creative may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your confidential or personal information.
Notwithstanding anything to the contrary in this Agreement, you acknowledge that some information may be used by Alight Creative in non-aggregated and non-anonymized manner, for instance the total amount of data you have stored on the Alight Cloud, the total amount of bandwidth used by your access to Alight Cloud, the total amount of bandwidth used by others accessing data you have shared publicly via the Application or the Services and other information necessary for providing customer service.
6.6 Alight Creative warrants that it provides Alight Cloud using a commercially reasonable level of care and skill. THE FOREGOING WARRANTY DOES NOT APPLY, AND ALIGHT CREATIVE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
6.7 To the extent allowed under the applicable law, Alight Creative’s maximum liability to you for any incident giving rise to a claim in connection with Alight Cloud will not exceed the amount you paid for Alight Cloud during the 12 months before the incident; provided that in no event will Alight Creative’s aggregate liability for Alight Cloud exceed the amount paid for Alight Cloud during the subscription.
7. Updates, Maintenance, Beta Versions and Previews.
Alight Creative may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Alight Creative has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that Alight Creative shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Application or Service. Based on your Authorized Device settings, when your Authorized Device is connected to the internet either:
(a) the Application will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. For avoidance of any doubt, Alight Creative is solely responsible for providing any maintenance and support services with respect to the licensed Applications, as specified in this Agreement, or as required under applicable law. For avoidance of doubt, Apple, Google or other third party providing a platform for downloading the Application has no obligation whatsoever to furnish any maintenance and support services with respect to the licensed Applications and/or Services.
Alight Creative may make beta versions / previews available. Beta versions / previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from all limited warranties provided in this Agreement. Beta / Previews may not be covered by customer support. Beta / Previews may be subject to reduced or different security, compliance, and privacy commitments. Alight Creative may change or discontinue beta versions / previews at any time without notice. Alight Creative also may choose not to release a Beta / Preview into “General Availability.
8. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Alight Creative is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Alight Creative does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. Third-Party Materials (which may include open source software) of the Services may be subject to separate license agreements. To the limited extent a third-party license expressly supersedes this Agreement, that third party license governs your use of that Third-Party Materials.
9. Payments. When you elect to purchase a subscription basis service and/or paid item or feature (“Paid Service”) from us and enter a form of payment, you agree that: (i) you will fulfill your obligation to pay for the Paid Service by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we or our reseller (as applicable) are authorized to charge you for the Paid Service using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the Application and/or Service you are buying/subscribing. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis.
9.1. Our prices for a Paid Service do not include any of the third-party fees you incur in connection with using a Paid Service including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for cellular or data services and any other third party applications or services with which you may use the Paid Service; you are responsible for selecting and managing these other services, and paying the fees for such services.
9.2. We may change the price of any Paid Service from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Paid Service would not apply until the expiration of your then-current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Paid Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Paid Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then-current billing cycle. See cancellation policy of the applicable App Platform Providers such as Apple App Store and Google Play for information on how to cancel a Paid Service subscription.
9.3. Alight Creative enables you to purchase and/or pay for Paid Services through Alight Creative-authorized payment processors (including, for example, an App Platform Provider such as Apple or Google). Unless otherwise expressly provided in a separate agreement with you, your obligation for payment to, and relationship with, such payment processor is a contractual matter between you and such third-party; Alight Creative is not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact our customer support team as promptly as you can.
9.4. You may elect to cancel a subscription basis Paid Service at any time. If you have purchased a subscription basis Paid Service through an App Platform Provider, you may be required to use a subscription management tool provided by the App Platform Provider to cancel such subscription basis Paid Service, or you may be required contact the App Platform Provider to process your cancellation request, as Alight Creative may have no ability to process the cancellation for you. When available, cancellation information can be found in the My Account screen in Alight Creative branded application in which you have purchased a subscription basis Paid Service. Any cancellation of a subscription basis Paid Service will be effective as of the end of the then-current billing period, and you may continue to use the Paid Service through the end of the period for which you have already paid. For subscription basis Paid Services purchased via Google Play, refund requests covered by Google Play’s refund policies may be handled directly by Google Play; for refund requests not covered by Google Play’s refund policies, Alight Creative will make the determination whether to issue a refund at its sole discretion, and if a refund is issued access to the Paid Service may be terminated before the end of the billing period. For other App Platform Providers, including Apple App Store, the applicable App Platform Provider will make the determination as to whether to issue a refund at its sole discretion. If Alight Creative or the App Platform Provider, as applicable, determines that you are entitled to a refund, such refund will be processed via the same payment processor that processed the original payment. Any Paid Service subscription you have purchased may be cancelled if you fail to pay the applicable subscription fees and any applicable taxes in full and in a timely manner according to this Agreement or any agreement with a third-party payment processor. A failure to pay occurs in any situation where the applicable App Platform Provider has not received timely payment, including where any credit card issuer or payer bank refuses to transmit the funds that are then due, or the payment processor or the App Platform Provider you have contracted with notifies us of your failure to pay. In addition, if you fail to pay for a Paid Service, we may elect to suspend your rights to use that Paid Service or we may change the type of privileges you have to a non-paid version of the service (e.g., changing to basic non-paid service version).
10. Alight Creative Tokens. Alight Creative may from time to time make available, directly or through a third party, Alight Creative Tokens. Alight Creative Tokens provide our users enhanced flexibility to customize their Alight Creative experience. Alight Creative Tokens may be redeemed to obtain a special feature or promotional items (e.g., Tickets, Assets) offered by Alight Creative and indicated as being available for purchase with Alight Creative Tokens (a “Token Purchase”). Alight Creative Tokens may also be used as credits in connection with a Promotional Subscription or another eligible promotional event or campaign, subject to the applicable terms thereof (a “Tokens Transactions”). The number of Alight Creative Tokens required to consummate Tokens Transactions shall be determined by Alight Creative, in our sole discretion, and may change from time to time, without advance notice. The terms and conditions for consummating any Tokens Transactions are set forth here and may be amended in connection with any particular item and/or features (e.g., Tickets, Assets) available for a Tokens Purchase. Alight Creative Tokens associated with your account may only be redeemed for Tokens Transactions through your account, and Alight Creative Tokens associated with multiple accounts cannot be combined for any Tokens Transaction, even if those accounts belong to or are controlled by you. You may review the number of Alight Creative Tokens in your account by the My Account screen in any Alight Creative branded application that provides Token Purchase.
10.1. Alight Creative Tokens have no cash value, cannot be tendered for any cash amount, are non-transferable and may specify an expiration date, after which such Alight Creative Tokens are void. Alight Creative Tokens obtained in exchange for a Promotional Code that has an Expiration Date may automatically expire and become void either a predefined period after they are applied to your account, or the original Expiration Date of the Promotional Code, whichever is later. Alight Creative is under no obligation to accept or provide any compensation on account of any expired Alight Creative Tokens. If we have a good faith belief that you have acquired or are attempting to use Alight Creative Tokens in a fraudulent manner, we reserve the right to cancel the Tokens in question.
10.2. Token Purchases obtained using Alight Creative Tokens are not transferable. If any items you obtain in a Tokens Purchase are returned to Alight Creative and a refund is available according to the terms of sale or applicable law, the Alight Creative Tokens used as payment for that Tokens Purchase are returned to your account, subject to any expiration or other applicable terms and conditions associated with the Tokens Purchase. In no event shall Alight Creative provide you with any monetary refund for the portion of a purchase paid with Alight Creative Tokens. When Alight Creative Tokens associated with your account are used in a Tokens Transaction, you will be deemed by Alight Creative to have caused that Tokens Transaction, inasmuch as the username and password for that account are required in order to consummate the Tokens Transaction. Accordingly, Alight Creative will not reinstate any Alight Creative Tokens once they have been applied, and Alight Creative shall not have any liability for such use, even where you claim such use was unauthorized.
10.3. Alight Creative does not authorize the use of Alight Creative Tokens to obtain any product, service or other items from any party other than Alight Creative, and Alight Creative shall not provide any third party any compensation or items of value on account of any Alight Creative Tokens you may provide to such third party. Alight Creative reserves the right, from time to time, to impose limitations on the use of Alight Creative Tokens including, without limitation, the maximum number of Alight Creative Tokens used in Tokens Transactions in any period of time and the maximum number of Alight Creative Tokens that may be accumulated in your Alight Creative Account. Alight Creative reserves the right to carry out the following actions without notice if we determine that any Alight Creative Tokens used in a Tokens Transaction were fraudulently obtained or invalid: (i) setoff the value of all goods, products or services obtained in such Tokens Transaction against any amounts payable by Alight Creative to you; (ii) bill to a credit card account registered to your account or invoice you the value of all goods, products or services obtained in such Tokens Transaction; and/or (iii) pursue any other method of recovery permissible under law. If you receive an invoice for payment from Alight Creative on account of the use of any invalid Alight Creative Tokens, you agree to pay the required amount promptly within 30 days of receiving such invoice. If your Alight Creative Service account is deactivated or closed, you shall lose all rights relating to the Alight Creative Tokens attributed to your account, and you forfeit and waive the right to demand any compensation from Alight Creative relating to such deactivation or closure.
11. Promotional Code. Alight Creative may from time to time make available, directly or through a third party, gift cards or promotional codes or coupons that are redeemable for a specified Paid Service for a fixed period of time (individually, a “Promotional Code” and collectively, “Promotional Codes”), or which can be exchanged for Alight Creative Tokens, as described in more detail below. We use the term “Promotional Subscription” to describe the specific subscription to a subscription basis Paid Service obtained with the Promotional Code and the term “Promotional Period” to describe the duration of a Promotional Subscription. A Promotional Code may specify an expiration date (“Expiration Date”), after which such Promotional Code shall be void. Alight Creative is under no obligation to accept an expired or otherwise invalid or void Promotional Code. Promotional Codes have no cash value and, except where expressly permitted by Alight Creative, are non-transferrable. Alight Creative is under no obligation to provide any compensation in connection with a Promotional Code. In order to obtain a Promotional Subscription, you must be a registered Alight Creative Account holder and use the registration or redemption process, and satisfy any eligibility requirements, established by Alight Creative in connection with the Promotional Code. At the conclusion of the Promotional Period, you will be required to pay the then-applicable charges for the Paid Service in order to continue using such Paid Service.
Unless you have a separate contract with Alight Creative permitting you to distribute Alight Creative Tokens or Promotional Codes, you are prohibited from selling or otherwise distributing or transferring Alight Creative Tokens or Promotional Codes. Alight Creative reserves the right to invalidate any Alight Creative Tokens or Promotional Codes that have been improperly issued or distributed, and we do not owe you any compensation with respect to such Alight Creative Tokens or Promotional Codes. If a Promotional Code has been distributed to you by a third party (for example, connection with a third-party promotion), Alight Creative has no responsibility with respect to any third party product or service provided, or any marketing claims or promotional offers made, by the third party. Alight Creative has no obligation to provide you with any compensation, or to modify the Promotional Subscription or the Promotion Requirements in connection with any Promotional Codes you obtained from a third party that was acting improperly.
12. Term and Termination.
(a) The term of Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or Alight Creative as set forth in this Section 12 (“Term”).
(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device, cancelling any Service subscriptions, and deleting any Alight Account you may have created.
(c) Alight Creative may terminate this Agreement at any time without notice if it ceases to support the Application, which Alight Creative may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Applications and Services and delete all copies of the Applications from your Authorized Devices.
(e) Termination will not limit any of Alight Creative’s rights or remedies at law or in equity.
13. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALIGHT CREATIVE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ALIGHT CREATIVE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WHERE THE SERVICES CONTAIN LINKS TO WEBSITES OR APPLICATIONS OPERATED BY THIRD PARTIES, THESE LINKED WEBSITES OR APPLICATIONS ARE NOT UNDER THE CONTROL OF ALIGHT CREATIVE AND ALIGHT CREATIVE DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE CONTENT, SECURITY, OR PRIVACY POLICIES OF THESE LINKED WEBSITES OR APPLICATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
14. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ALIGHT CREATIVE OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR ALIGHT CREATIVE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
15. Indemnification. You agree to indemnify, defend, and hold harmless Alight Creative and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the Content you submit or make available through this Application.
16. Copyright Policy. Alight Creative provides information to help copyright holders manage their intellectual property online, but Alight Creative cannot determine whether something is being used legally or not without their input. Alight Creative responds to notices of alleged copyright infringement and terminates accounts of repeat infringers according to applicable copyright laws including in particular the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and wants to notify Alight Creative, you may do so by submitting notices at email@example.com.
17. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
18. Governing Law. Unless otherwise required by applicable law, this Agreement is governed and construed in accordance with the laws of the Republic of Korea, without regard to its conflict of law provisions. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the competent court having jurisdiction over the place where the head office of Alight Creative is located.
20. Waiver. No failure to exercise, and no delay in exercising, on the part of Alight Creative, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
21. Notices. All notices must be in writing and addressed to Alight Creative’s primary point of contact. For clarity, email or other electronic communications will constitute an effective written notice. The email address for notices being sent to Alight Creative’s legal department is firstname.lastname@example.org. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
22. Provisions relating to App Platform Provider.
22.1. This Agreement is concluded between you and Alight Creative only, and not with the provider of the platform for downloading/installing the Applications such as Apple or Google (the “App Platform Provider”). The App Platform Provider is NOT responsible for the licensed Applications, Services and the content thereof. Notwithstanding the foregoing, the App Platform Provider and their subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of the terms and conditions of this Agreement, the App Platform Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
22.2. In the event of any failure of the licensed Application to conform to any applicable warranty, you may notify the App Platform Provider (such as Apple or Google, wherever you downloaded the licensed Application), and the applicable App Platform Provider will refund the purchase price for the licensed Application to you; and that, to the maximum extent permitted by applicable law, it will have no other warranty obligation whatsoever with respect to the licensed Application. As between Alight Creative and the App Platform provider, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Alight Creative’s sole responsibility.
22.3. Alight Creative, not the App Platform Provider, is responsible for addressing any of your claims or claims of any third party relating to the licensed Application or your possession and/or use of that licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. Likewise, in the event of any third party claim that the licensed Application or your possession and use of that licensed Application infringes that third party’s Intellectual Property Rights, the App Platform Provider will NOT be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
23. Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Aggregated Statistics” means statistical and performance information related to the provision and operation of Alight Cloud services.
“Agreement” has the meaning set forth in the preamble.
“Alight Cloud” has the meaning set forth in Section 6.
“Alight Creative” has the meaning set forth in the preamble.
“Application(s)” has the meaning set forth in the preamble.
“App Platform Provider” means either Apple or Google, which has provided the platform for downloading/installing the Applications.
“Authorized Device” has the meaning set forth in Section 1.
“Content” means multimedia, video, or animation content produced by you by using the Application.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Licensee” has the meaning set forth in the preamble.
“Licensor” has the meaning set forth in the preamble.
“Packaged Elements” means elements in the “Elements” and “My Elements” menus in the Alight Motion mobile application that were pre-packed with the application at the time of installation.
“Preset Shapes” means the preset vector shapes provided in the “Shape” menu in the Alight Motion mobile app.
“Saved Elements” means elements provided by Alight Creative and downloaded after app installation via a download button in Alight Motion or any of the Services, or by clicking a download link provided by Alight Creative, such as via Social Media or other channels.
“Service(s)” has the meaning set forth in the preamble.
“Service Suspension” has the meaning set forth in Section 6.5.
“Stock Elements” means all Packaged Elements and Saved Elements.
“Term” has the meaning set forth in Section 12.
“Third-Party Materials” has the meaning set forth in Section 8.
“Updates” has the meaning set forth in Section 7.
“Your Data” means, other than Aggregated Statistics, information, data, and other Content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you through Alight Cloud services.
In the event of a conflict, the English language version shall govern.