Animation Mentor Terms of Use

Last Updated on May 2013

THIS TERMS OF USE (THIS “AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU” or “YOUR”) AND NEXT EDUCATION, LLC, A DELAWARE LIMITED LIABILITY COMPANY D/B/A ANIMATIONMENTOR (“ANIMATIONMENTOR”, “WE” OR “US”), THAT SETS FORTH THE TERMS AND CONDITIONS REGARDING YOUR USE OF THE SITE(S), PLATFORMS AND SERVICES OPERATED BY ANIMATIONMENTOR, INCLUDING BUT NOT LIMITED TO THE SITE(S) LOCATED AT WWW.ANIMATIONMENTOR.COM, HTTP://STUDENTS. ANIMATIONMENTOR.COM, AND ANY RELATED OR SUCCESSOR SITE(S) OR SERVICES, THERETO OPERATED DIRECTLY OR INDIRECTLY BY ANIMATIONMENTOR, INCLUDING, WITHOUT LIMITATION, ANY SEPARATE SITE(S) USED BY ANIMATIONMENTOR FOR ANY STUDENT WORKSPACE, CHAT ROOM, Q & A, BULLETIN BOARD, VIDEO CLASS, SOFTWARE TRAINING, PIPELINE, SOFTWARE PLATFORM, SOCIAL MEDIA SITES, REFERENCE STUDY, RELATING TO ANY INSTRUCTION, SERVICE AND/OR PRODUCT OFFERED BY ANIMATIONMENTOR, TECHNICAL SUPPORT, HOSTING, OR ABILITY TO RECEIVE OR SEND DOCUMENTATION OR ANY ILLUSTRATION (COLLECTIVELY, THE “SITES” OR “SITE”). ANIMATIONMENTOR ALLOWS YOU TO ACCESS THE SITES ONLY UPON THE EXPRESS CONDITION THAT YOU ACCEPT EACH PROVISION OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE SITES. IF YOU HAVE PAID MONEY TO ANIMATIONMENTOR TO TAKE ONLINE ANIMATION COURSES BUT DID SO PRIOR TO READING THIS AGREEMENT, YOU ARE ENTITLED TO A FULL REFUND OF THAT MONEY WITHIN THIRTY (30) DAYS OF SUCH PAYMENT IF YOU CHOOSE NOT TO ACCESS THE SITES BASED UPON ANY PROVISION OF THIS AGREEMENT. BY EITHER SIGNING THIS AGREEMENT, OR BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, YOU ACCEPT EACH PROVISION OF THIS AGREEMENT. ANIMATIONMENTOR RESERVES THE RIGHT TO REVISE AND UPDATE THIS AGREEMENT AT ANY TIME, AND YOUR CONTINUED USE OF THE SITES AFTER ANY SUCH REVISION OR UPDATE, SHALL REPRESENT YOUR CONSENT TO AND AGREEMENT TO BE BOUND BY THE NEW TERMS SO PLEASE REVIEW THIS AGREEMENT OFTEN. EACH TIME YOU ACCESS THE SITES, YOU AFFIRMATIVELY STATE THAT YOU ACCEPT EACH REVISION, IF ANY, OF THIS AGREEMENT. YOU AND ANIMATIONMENTOR ARE SOMETIMES REFERRED TO HEREIN SINGULARLY AS A “PARTY” AND COLLECTIVELY AS “THE PARTIES.”

  1. ACCOUNT INFORMATION, SECURITY, IDENTITY AND DATA STORAGE. During the online registration and/or enrollment process to use the Sites, You may be provided with and/or asked to select a login name and password. Your password and login information are for Your use only, and You are entirely responsible for maintaining the security of Your password and login. You agree not to use a third party’s account or password at any time, or to disclose Your password or login information to any third party. You shall keep Your student account (“Account”) information confidential, including Your password, username, login and any other information related to Site access (“Account Information”), and inform AnimationMentor immediately if You suspect any unauthorized use of or access to Your password or upon the unintended and/or undesired disclosure to any third party of any portion of such Account Information. You shall not permit or allow any other person or entity to have access to or to use Your Account Information, absent AnimationMentor’s prior express written consent, and You shall at all times remain primarily responsible for all activity relating to Your Account Information.

    

AnimationMentor’s services include our educational services, our websites, pipelines, software platforms, social media sites, and other features, offerings, content and functionality offered by us from time to time in connection with our Sites (collectively, the “Services”).



    You should be aware that if You voluntarily disclose Your personal information on our Sites, including any bulletin board, forum, chat room or on any other user or member generated pages, that information might be collected and used by others and might result in unsolicited messages. AnimationMentor is not responsible for any use by third parties of information You make available on our Sites.

    You further understand that AnimationMentor disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of, or in any way related to: (1) any errors in or omissions from our Sites, including, but not limited to, technical inaccuracies and typographical errors; (2) any third party websites or content therein directly or indirectly accessed through links in our Sites; (3) any information which is posted by any third party, including, without limitation, information posted on any related site or blog; (4) the unavailability of our Sites or any portion of this website; (5) Your use of our Sites; or (6) Your use of any equipment or software in connection with our Sites.

    You represent and warrant that: (a) all Account Information You submit is truthful, accurate, current and complete; (b) You will maintain the accuracy of such Account Information by updating and revising it promptly; and (c) Your use of our Sites does not violate any applicable law or regulation.

    You may select any log in name so long as, in our discretion, Your choice does not cause deception or confusion; does not violate any trademark right, copyright, or other proprietary right; or a name which we deem to be vulgar or offensive. We reserve the right to delete or change any login name for any reason or no reason.

    Our Sites are not intended for individuals under the age of 18 and we do not endeavor to attract children under the age of 18.

    If You are under 18 years of age (or under the age of majority if the age of majority is over 18 in Your state or country of residence), please do not use our Sites. Although we cannot absolutely control whether minors gain unauthorized access to our Sites, Your profile may be deleted and Your Account may be terminated without warning, if we believe that You are under 18 years of age (or under the age of majority if the age of majority is over 18 in Your state or country of residence).

    The Sites and Services may contain links to third-party websites or resources. AnimationMentor does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for Your use of any such websites or resources. Also, if we provide You with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

  2. OWNERSHIP AND USE OF CONTENT ON THE SITES.

    You acknowledge that: (i) by using the Sites You may have access to certain software, characters, rigs, pictures, digital images, graphics, music, video, audio, text and other creative output (collectively, “Content”), and (ii) this Content may be owned by or provided under license by AnimationMentor, its suppliers, employees, licensors, representatives, business associates, advertisers, directors, agents, consultants, mentors, lecturers, independent contractors, and other users of the Sites or Services such as AnimationMentor students and alumni (all such independent contributors are collectively referred to as “Contributor” or “User”). AnimationMentor does not typically pre-screen Content, but we may respond to being alerted to objectionable Content by removing such content at our discretion, or pursuant to the Digital Millennium Copyright Act, as outlined in this Agreement.

    You acknowledge that AnimationMentor, and other Contributors have rights in their respective Content under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred by mere use of the Sites or our Services. You accept full responsibility and liability for Your use of any Content in violation of any such rights. You also acknowledge that AnimationMentor is not responsible for any misuse of Content by third parties.

    Unless otherwise provided in any other agreement You may have with AnimationMentor (for example, if You are a Lecturer or Mentor), You retain copyright and other intellectual property rights with respect to Your original Content (such as message board postings), to the extent that You have such rights under applicable law. However, You must make certain representations and warranties, and provide certain license rights, forbearances and indemnification to AnimationMentor and to other users of our Sites.

    Notwithstanding the foregoing, You understand and agree that by submitting Your Content and Submission to any area of the Sites, You automatically grant (and You represent and warrant that You have the right to grant) to AnimationMentor, its directors, officers, employees, agents, representatives, assigns and licensees: (a) a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to (i) use, reproduce, distribute, publicly display, publicly perform and create derivative works from, and grant sublicenses pertaining to Your Content, and (ii) use and reproduce (and to authorize third parties to use and reproduce) any of Your Content in any or all media for business, marketing and/or promotional purposes in connection with the Sites and the Services, provided that in the event that Content that You solely and exclusively created appears publicly in material under the control of AnimationMentor, and You provide written notice to AnimationMentor of Your desire to discontinue the distribution of such Content in such material (with sufficient specificity to allow AnimationMentor, in its sole discretion, to identify the relevant Content and materials), AnimationMentor will make commercially reasonable efforts to cease its distribution of such Content following the receipt of such notice, although AnimationMentor cannot provide any assurances regarding materials produced or distributed prior to the receipt of such notice, materials under the control of third parties or materials in non-retrievable channels of trade; (b) the perpetual and irrevocable right to delete any or all of Your Content from AnimationMentor’s servers and from the Sites, whether intentionally or unintentionally, and for any reason or no reason, without any liability of any kind to You or any other party; and (c) a royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive right and license to copy, analyze and use any of Your Content as AnimationMentor may deem necessary or desirable for purposes of debugging, testing and/or providing support services in connection with the Sites. Further, You agree to grant to AnimationMentor a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive, sublicensable right and license to exercise the copyright, publicity, and database rights You have in Your Account information, including any data or other information generated by Your Account activity, in any media now known or not currently known.

    You further understand and agree that: (i) You are solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or other laws that may apply to Your Content hereunder; (ii) You are solely responsible for, and AnimationMentor will have no liability in connection with, the legal consequences of any actions or failures to act on Your part while using the Sites or Services, or as a result of using the Sites or Services, including without limitation any legal consequences relating to Your intellectual property rights; and (iii) AnimationMentor’s acknowledgement hereunder of Your intellectual property rights in Your Content does not constitute a legal opinion or legal advice, but is intended solely as an expression of AnimationMentor’s intention not to require users of the Sites to forego certain intellectual property rights with respect to Content they upload, subject to the terms of this Agreement.

    Any communication or material You post, save, copy, share, upload, download, or transmit to or through the Sites or Services is, and will be treated as, non-confidential and non-proprietary. You assume full responsibility for anything You post or transmit to, from, or through the Sites, including, without limitation, all text, comments, assignments, student-authored critiques, questions submitted during Q&A sessions, reels, files, information, photos, any work of authorship, contribution, suggestion, idea, graphic, question or other information submitted by You (singularly or collectively, “Submissions”). You shall only access the Sites and Services solely for the furtherance of Your education specifically with AnimationMentor and You expressly agree not to access or use the Site in any way that violates this Agreement.

    None of the Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any Submissions. Information and Submissions contained on our Sites may be provided by persons not affiliated with us. You must not transmit any Submission to or through the Sites, Services, or to Animation Mentor that You consider to be confidential or proprietary, and any Submissions shall be deemed non-confidential.

    You are solely responsible for Your own Submissions and the consequences of sharing, posting, saving, copying, uploading, downloading, posting or transmitting them. In connection with Submissions, You affirm, represent or warrant that: (i) You own, or have the necessary licenses, rights, consents, and permissions to use and to authorize AnimationMentor and Animation Mentor’s users to use Your Submissions as necessary to exercise the license granted by You in this Section; (ii) You have the written consent, release, or permission of each and every identifiable individual person in any User Submissions to use the name or likeness of each and every such identifiable individual person, to enable inclusion and use of the User Submissions in the manner contemplated by AnimationMentor and the Terms of Use and (iii) You will pay all royalties and other amounts owed to any person or entity due to Your use of any User Submissions on the Sites.

    In connection with Submissions, You further agree that You will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant AnimationMentor all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage AnimationMentor or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person, or (vi) engage in any other activity that is prohibited by the Terms of Use.

    You acknowledge and agree that AnimationMentor has the right (but not the obligation) to do any or all of the following, at its sole discretion: (i) alter, remove, or refuse to post or allow to be posted or stored any Submission or message; (ii) monitor or filter any of Your communications on or through the Sites or Services (including without limitation, by means of blocking or replacing expletives or other language that may be deemed harmful or offensive); or (iii) disclose any Submission or message or any communication on or through the Sites, and the circumstances surrounding the transmission thereof, to any third party in order to operate the Sites or any Services available thereon to (a) protect AnimationMentor and its sponsors, employees, officers, directors, shareholders, agents, representatives and affiliates, and AnimationMentor’s users and visitors; (b) comply with legal obligations or governmental requests; and (c) enforce these Terms; or for any other reason or purpose.

    Notwithstanding anything stated herein, by posting a Submission You represent and warrant that (a) You own or otherwise control all of the rights including without limitation, all copyrights, to Your Submission or are otherwise legally entitled to post the submission; (b) the content is accurate; (c) use of the content You supply does not violate the Terms and will not cause injury to any person or entity; and (d) You will indemnify AnimationMentor or its subsidiaries and affiliates for all claims resulting from any content, information, and ratings, including without limitation, all Submissions You supply, provide or transmit to Animation Mentor or the Sites. AnimationMentor has the right, but not the obligation, to monitor and edit or remove any activity or content. AnimationMentor takes no responsibility and assumes no liability for any content, materials or Submissions posted by You or any third party. ANIMATIONMENTOR RESERVES THE RIGHT TO REMOVE ANY SUBMISSIONS THAT IT DETERMINES IN ITS SOLE DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS OTHERWISE INAPPROPRIATE FOR POSTING OR APPEARING ON THE SITES OR IN CONJUNCTION WITH THE SERVICES.

    Please do not post, save, copy, share, upload, download, or transmit Submissions unless You have the right to do so. You, not AnimationMentor, will be fully responsible and liable for what You copy, share, upload, download or otherwise use while using, or as a result of using, the Services or the Sites.

    You, and not AnimationMentor, are responsible for maintaining and protecting all of Your Submissions. AnimationMentor may store Submissions indefinitely. However, Animation Mentor has no obligation to store Submissions or make Submissions available to You in the future and Submissions may be destroyed without Your permission with no liability to Animation Mentor for doing so. Animation Mentor will not be liable for any loss or corruption of Your Submissions, or for any costs or expenses associated with backing up or restoring any of Your Submissions.

    In addition, by submitting Submissions to the Sites, in cases where You display Your Submissions for other users and Contributors to view, or when You directly exchange or otherwise provide Your Submissions to other users and Contributors as permitted by certain Site functionality, You hereby grant to such users of the Services and Contributors a non-exclusive license to distribute, reproduce, create derivative works from and publicly display Your Submissions as necessary for such users to participate in the relevant Site functionality or activity.

    In the event You have proper permission to share, post, save, copy, upload, download, or transmit certain Submission or Content, in whole or in part, on, through or outside of the Sites You assume all responsibility relating to that Submission or Content, including without limitation making sure You comply with all applicable laws, provide appropriate attribution and notices, as may be required, and do not violate any third party rights. You agree to indemnify, defend and hold harmless AnimationMentor from and against any claim, demand, damage, cost or other expense (including reasonable attorney fees) asserted by any third party due to, arising out of, or in any way related to, Your use, posting, saving, copying, sharing, uploading, downloading, posting or transmission of any Content or Submissions on, through or outside our Sites or Services, or for Your violation of any third party rights.

  3. ANIMATION MENTOR’S PROPRIETARY RIGHTS, LIMITED LICENSE GRANT.

    1. DEFINITION OF PROPRIETARY RIGHTS. For the purposes of this Agreement, “Proprietary Rights” means any and all of the following: (a) all rights, title and interest using all technologies, electronic or otherwise and whether now known or hereafter created, associated with works of authorship throughout the universe, including but not limited to, patents, designs, copyrights, moral rights, mask works, algorithms and other industrial property rights; (b) trademark and trade name rights and similar rights and all business goodwill associated therewith; (c) trade secret rights; (d) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated and whether now known or hereafter created, including, but not limited to, logos, “rental” rights, rights of publicity, and rights to remuneration), whether arising by operation of law, contract, license, treaty or otherwise; and (e) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including without limitation any rights in any of the foregoing).

  4. ANIMATIONMENTOR OWNERSHIP. You agree that even though You may retain certain copyright or other intellectual property rights with respect to Content You upload while using the Sites, You do not own the Account or other software, installer, plug-in or other application we provide to You, nor do You own any data AnimationMentor stores on AnimationMentor’s servers (including without limitation any data representing or embodying any or all of Your Content).

    Furthermore, You understand and agree that You do not own or have any right, title and interest in or to AnimationMentor’s or its licensors’ Proprietary Rights, including without limitation, all materials made available on the Sites, all characters, rigs, text, classes, lectures, critiques, class materials and information, software (including without limitation Third Party Software as that term is defined below), applications, pipeline installer, tools and platform, source code, object code, animation tools, photographs, graphics, illustrations, artwork, video, music, sound recordings, names, logos, trademarks, and service marks, including the ANIMATIONMENTOR family of trademarks, ECRITIQUE, AMP, and our trade dress and logos (collectively, the “Materials”). You further understand and agree that AnimationMentor owns any and all right, title and interest, including without limitation trademark rights, copyrights and other intellectual property rights, in and to the Materials. Any software licensed or made available to You by AnimationMentor’s licensors or vendors (“Third Party Software”) is subject to these Terms of Use and any applicable third-party licenses. You are solely responsible for compliance with these third-party licenses. AnimationMentor cannot and does not assume any responsibility for any Third Party Software, including without limitation third party terms of use and privacy policies.

    You further warrant that neither any Submissions nor any work You upload or otherwise make available to or through the Sites does or will violate any Proprietary Rights of AnimationMentor or of any third party. Except as expressly provided herein, You do not acquire any Proprietary Rights in or to the Materials or otherwise through use of the Sites.

    You may use the information contained on our Sites for the purpose for which it was intended. You may not reproduce, distribute, publicly display, publicly perform, create derivative works from, sublicense or otherwise use any Materials without the express written consent of AnimationMentor or the Material’s licensor. You may enjoy the Materials (including without limitation, any Third Party Software) on the Sites and use them for Your personal educational purposes and in the non-commercial manner for which they were intended. For avoidance of doubt, Your use of the Materials (or any portion thereof) in conjunction with any contest or festival, or in conjunction with any classes, seminars or workshops offered by any other person or entity than AnimationMentor require AnimationMentor’s prior written approval. This also means that any reels You might create or edit at another school using any portion of our Materials (such as our rigs or characters) require AnimationMentor’s prior written approval. All rights not expressly granted are reserved. Our trademarks may not be used without the prior written permission of AnimationMentor. You agree You will not distribute, publish, transmit, modify, display or create derivative works from or exploit the contents of our Sites in any way except as expressly allowed by AnimationMentor. You agree to indemnify, defend and hold harmless AnimationMentor for any and all unauthorized uses You may make of any material on our Sites or for Your violation of any third party rights.

    Your intellectual property rights do not confer any rights of access to the Sites or any rights to data stored by or on behalf of AnimationMentor.

    1. EXPRESS PROHIBITIONS. You may not download, upload, republish, reproduce, copy, post, transmit, broadcast, distribute, create any derivative work based on or incorporating, license, or otherwise exploit in any way, commercial or otherwise, any other material not owned by You, that is or was obtained through the Site, the Materials, or any portion thereof, unless expressly permitted in writing by AnimationMentor. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code (i.e., the human-readable form of any computer programming, scripting or other digital code) (“Source Code”) of the components, Materials, or other content contained on or provided through the Sites, or create any derivative work based thereon. You are not permitted to: (a) rent, lease, assign or transfer (or attempt to do any of the foregoing) all or any part of the Sites or the Materials and/or Your Account Information to any person or entity without the prior written consent of AnimationMentor; (b) remove any proprietary notices, labels, or marks on or associated with the Sites or the Materials, whether in machine language or Source Code; (c) use the Sites to provide a service bureau by which the Sites can be accessed by third parties or by which information produced pursuant to the Sites is sold or given to third parties via pay per call or other arrangements; or (d) sublicense, assign, delegate or otherwise transfer this license or any of the related rights or obligations for any reason without the prior written consent of AnimationMentor (any attempt to sublicense, assign, delegate or transfer this license, either by contract, statute, corporate merger of any sort, regulation or court order, without the prior written consent of AnimationMentor shall be voidable at AnimationMentor’s sole and absolute discretion). Failure to comply with any of these restrictions will result in automatic termination of Your permission to access the Sites and possible legal action against You.

    2. WRITTEN PERMISSION REQUIRED. If You wish to use any Materials, including, without limitation, any AnimationMentor character that You have used in any assignment, collaboration, demo reel, or in any other work created by You (singularly and collectively, “Your Work”) in a way not otherwise expressly permitted in these Terms, You must obtain AnimationMentor’s express prior written consent, to be granted or withheld at AnimationMentor’s sole and absolute discretion, for You to use, display, reproduce, distribute, perform, or make any derivative work based on or incorporating, Your Work, except on or through the Sites. Failure to comply with any of these restrictions may result in automatic termination of Your permission to access the Sites and possible legal action against You.

    3. COLLABORATION. As a user of the Sites, You may from time to time participate in collaborative or collective assignments or projects with AnimationMentor and/or other Users and Contributor(s), using our Materials in some fashion. The works created a result of these collaborative assignments or projects are collectively referred to as “Collaborative Works.” You acknowledge and agree that You may not download, upload, republish, reproduce, copy, post, transmit, broadcast, distribute, create any derivative work based on or incorporating, license, or otherwise exploit for commercial purposes, any Collaborative Works, in whole or in part, without AnimationMentor’s prior written permission, whether or not the Collaborative work is, or is found to be, a joint work within the meaning of U.S. copyright law. For avoidance of doubt, and by way of illustration only, Collaborative Works include works of authorship created using AnimationMentor’s pipeline platforms and tools.

  5. YOUR CONDUCT, ANIMATIONMENTOR COMMUNITY.

    While using the Sites, You are a part of AnimationMentor’s community which includes bulletin boards, forums, chat rooms and other user and member created pages which allow You and other users and members to post information, provide feedback to other students, mentors, AnimationMentor and its Contributors, and to interact in real-time. You agree to respect the rights of other members of the community as described in this Agreement, including, without limitation, this Section.

    You may not engage in behavior that could undermine the stability or security of the Sites, subject us to legal liability, do anything that would compromise the trust we have with our students, alumni and/or users of the Sites or use the Sites for anything but its intended uses.

    We ask that You not harass, defame, use inflammatory or objectionable language, or engage in inappropriate activity while on the Sites. The same is true for any images You might upload to our Sites, where we allow them: please make certain those images are ones You own, are not offensive or inflammatory, and do not infringe the rights of others. While we do not generally review content that You share with others on community message boards and forums, we may remove community discussions or other content if we have been alerted that content is offensive or under our standards. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates any of these terms, including without limitation, removing the offending communication from the Sites and terminating the Account or Enrollment Agreement of any violators.

    When using our Sites or Services, You agree that You shall not:

      Use the Sites or Services in any manner, or engage in behavior, that violates any applicable laws or regulations or is prohibited by these Terms of Use;

      Take any action or upload, post, share, distribute, copy, download, e-mail or otherwise transmit Content or Submission that infringes or violates any third party rights, including without limitation that infringes a third party’s moral rights, if available;

      Take any action or upload, post, email or otherwise transmit Content that violates this Agreement or encourages violation of this Agreement,

      Take any action or upload, post, email or otherwise transmit Content that restricts or inhibits any other user from using the Sites or from purchasing any product or service offered by AnimationMentor or any of its Contributors;

      Impersonate any person or entity without their consent, including, but not limited to, an AnimationMentor employee, student, lecturer or mentor, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

      Make unauthorized use of any AnimationMentor trademarks, service marks, trade dress, copyrights and other intellectual property rights;

      Take any action or upload, share, post, e-mail or otherwise transmit Content that violates any law or regulation;

      Take any action or upload, share, distribute, copy, download, post, e-mail or otherwise transmit Content or Submissions as determined by AnimationMentor, in its sole discretion, that causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

      Discuss, promote, or depict any form of child sexuality, abuse, exploitation, or related topics that may be harmful to or threaten the security of a child or minor;

      Take any actions or upload, share, distribute, copy, download, post, e-mail or otherwise transmit Content or Submissions that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

      Take any action or upload, post, share, distribute, copy, download, e-mail or otherwise transmit any Content or Submission that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

      Upload, post, share, distribute, copy, download, email or otherwise transmit any unsolicited or unauthorized advertising or promotional materials, that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that AnimationMentor considers in its sole discretion to be of such nature;

      Interfere with or disrupt the Sites or servers or networks connected to the Sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Sites;

      Damage, disable, overburden, or impair the Sites or interfere with any other party’s use and enjoyment of the Sites;

      Interfere with any security-related features of the Sites;

      Damage, disable, overburden, or impair the Sites or interfere with any other party’s use and enjoyment of the Sites;

      Interfere with any security-related features of the Sites;

      Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Sites, except to the limited extent of applicable laws specifically prohibiting such restriction;

      Use, develop, or distribute any robot (or “bot”), spider, unauthorized script, unauthorized scraper or offline reader, nor any other cheat, exploit, mod, bot, hack or the like, or any unauthorized third-party software designed to modify or interfere with the Sites;

      Make improper use of Animation Mentor’s support services, including by submitting false abuse reports;

      Imply or state that any statements You make are endorsed by Animation Mentor without Animation Mentor’s prior written consent;

      Attempt to gain access to any other account or password;

      “Stalk,” “bully,” abuse or attempt to abuse, or otherwise harass another user, or any founders, staff, instructors, students or alumni of AnimationMentor. Any violation by You of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of Your Account, Your access to the Sites, and/or Your Enrollment Agreement; or

      Share Animation Mentor-issued passwords or student identification numbers with a third party or encourage another User to do so.

    You agree that AnimationMentor may take whatever steps it deems necessary to abridge, or prevent behavior of any sort on the Sites in its sole discretion, without notice to You.

    Remember that the Internet is a very public forum. You acknowledge and agree that Your communications with other Users or Contributors on or through Sites are public and not private communications, and that You have no expectation of privacy concerning Your use of the Sites. You acknowledge that any personal information that You communicate through Sites may be seen and used by others and may result in unsolicited communications. AnimationMentor strongly encourages You not to disclose any personal information about Yourself in Your communications through Sites. AnimationMentor is not responsible for information that You choose to communicate through Sites or Submission.

    It’s our playground, but we don’t always know what’s going on. You acknowledge that a large volume of information is available in our Sites and that people participating in such Sites occasionally post Submissions or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal or deceptive. We neither endorse nor are responsible for such Submissions or statements, or for any opinion, advice, information or other utterance made or displayed on the Sites or Services, or in any Sites by third persons or parties.

    The opinions expressed in the Sites reflect solely the opinion(s) of the participants of the Sites and do not necessarily reflect the opinion(s) of AnimationMentor. We are not responsible for any errors or omissions in Submissions or any postings, for hyperlinks embedded in Submissions or for any results obtained from the use of any such statements or information. Under no circumstances will AnimationMentor or our affiliates, suppliers or agents be liable for any loss or damage caused by Your reliance on the Submissions or on any information or materials obtained through the Sites or Services. We have no obligation to monitor the Sites or Services or any Submissions or other materials that You or other third persons or parties transmit or post on the Sites, in the Services, or in the Sites.

  6. CONTENT SCREENING. You acknowledge that, although AnimationMentor may or may not screen Site content, AnimationMentor and its Contributors do have the right (though not the obligation) in their sole and absolute discretion to screen, refuse to post, reject, edit, remove or otherwise filter any Site content including, without limitation, any content that either AnimationMentor or any of its Contributors believe violates any term of this Agreement or is otherwise objectionable. You further acknowledge that neither AnimationMentor nor its Contributors control Site content available on the bulletin boards, chat rooms, forums, and other user and member generated pages and that any and all opinions, advice, statements, services, offers or other information or content presented or disseminated on any bulletin board, chat room or on any other user or member generated pages are those of their respective authors and neither AnimationMentor nor its Contributors shall in any way be liable therefore. You expressly agree that You must evaluate, and do bear all risks associated with, any and all Site content.

  7. PROHIBITING SITE ACCESS, COMPLAINTS & INVESTIGATION. AnimationMentor reserves the right to prohibit use of the Sites or the purchase of any product and/or service from the Sites by any user who, in AnimationMentor’s sole and absolute discretion, violates any provision of this Agreement. Such prohibition may occur without notice to the user. If You believe a user is violating this Agreement, please contact us. AnimationMentor reserves the right to investigate any suspected violation of this Agreement and may gather information from the user(s) and/or complaining party, if any, and examine any material on the Sites. In addition to AnimationMentor’s foregoing investigation rights, You hereby expressly also authorize AnimationMentor to cooperate with: (i) law enforcement authorities in the investigation of suspected criminal violations, and/or (ii) system administrators at other Internet service providers, network or computing facilities and/or any other third party in order to enforce this Agreement or comply with any applicable law. Such cooperation may include AnimationMentor providing Your username, IP address, or other identifying information.

  8. NON-COMMERCIAL USE. Our Sites are for the educational use of our students, alumni, and authorized users and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us in writing. Illegal and/or unauthorized use of the Sites, including collecting Account Information and/or email addresses of our users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Sites is prohibited. Commercial advertisements, affiliate links, spam, and other forms of solicitation may be removed from without notice and may result in termination of Your Account and/or Your Access to the Sites. Appropriate legal action may be taken for any illegal or unauthorized use of the Sites.

  9. HYPERLINKED MATERIAL. The Sites may contain hyperlinks to other sites on the Internet which are not owned or controlled by AnimationMentor. The appearance of any third party link on the Sites does not imply AnimationMentor’s endorsement of the linked site, its sponsor, or any product or service offered on the linked site. Access or use of any linked site is done solely at Your own risk. AnimationMentor cannot and does not assume any responsibility for any material on any such site, or any other material outside of the Sites, which is accessed directly or indirectly by any such hyperlink, including without limitation third-party websites terms of use and privacy policies.

  10. DIGITAL MILLENNIUM COPYRIGHT ACT.
 Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the Sites can be identified and removed via our DMCA compliance process listed below and You agree to comply with such process in the event You are involved in any claim of copyright infringement to which the DMCA may be applicable.


    If You believe in good faith that a user has infringed Your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of Your claim.

    When a clear and valid Notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content (“Allegedly Infringing Content”) or blocking access to it. We may contact the Notice provider to request additional information.

    Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below (“Counter-Notice”). On receiving a Counter-Notice, we may restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity.

    Notices and Counter-Notices are legal notices distinct from regular Sites activities or communications. As such, they are not subject to our Privacy Policy. This means we may publish or share them with third parties at our discretion, and we may produce them pursuant to a legal discovery request.

    Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If You are unsure of whether certain material infringes Your copyright, contact an attorney.

    1. FILING A DMCA NOTICE.

      Please don’t abuse this system, but if You truly believe Your work has been infringed, You should file a DMCA notice. To file a DMCA Notice with AnimationMentor, You must send us a written letter by fax or regular mail only (not by email, except by prior agreement). We reserve the right to ignore a Notice that is not in compliance with the DMCA.

      Your Notice must:

        1.Identify specifically the copyrighted work(s) You believe has/have been infringed (for example, “My copyrighted work is an image that appears at [list profile where material is located].”);

        2. Identify the Content that You claim is infringing on Your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Sites. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to “prove” Your claims). The information provided should be as detailed as possible;

        3.Provide information sufficient to permit us to contact You directly: Your name, street address, telephone number, and email (if available);

        4.If possible, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);

        5.Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;

        6.Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”;

        7.The Notice must be signed;

        8.The Notice must be sent to our DMCA designated agent at the following address:
DMCA Department
        AnimationMentor
        1400 65th Street, Suite 250, Emeryville, California 94608
        Tel: 510-450-7200
        Or fax to: 510-450-7272 (on the cover sheet, please write: Attention: DMCA NOTICE).
        Email: copyright@animationmentor.com

    2. FILING A COUNTER-NOTICE.

      If Your material has been removed or blocked by us as a result of a DMCA Notice, You may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a DMCA Counter-Notice with us, You must send us a written letter by fax or regular mail only (not by email, except by prior agreement).

      
When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we will reinstate the Allegedly Infringing Material, unless that party obtains a court order supporting removal of the Allegedly Infringing Material. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA

      Your Notice must:

        1.Describe and list all material(s) that were removed by AnimationMentor and the location at which the material(s) appeared before it/they was/were removed. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible;

        2.Provide Your name, address, telephone number and email address (if available);

        3.State that You consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which Your address is located (or Alameda County, California if Your address is outside of the United States);

        4.State that You will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us.

        5.Include the following statement: “I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”

        6.The Counter-Notice must be signed.

        7.The Counter-Notice must be sent to our designated DMCA designated agent at the following address:
        DMCA Department
        AnimationMentor
        1400 65th Street, Suite 250, Emeryville, California 94608
        Tel: 510-450-7200
        Or fax to: 510-450-7272 (on the cover sheet, please write: Attention: DMCA COUNTER-NOTICE).
        Email: copyright@animationmentor.com

  11. EQUIPMENT; OPERATION. You are solely responsible for acquiring and maintaining all computer hardware and software, telephone, broadband or other similar high speed internet access and other equipment, and all communications and other services needed to access and use the Sites. AnimationMentor reserves the right at any time and for any reason to modify or discontinue any aspect or feature of the Sites, including, but not limited to, content or functionality.

  12. INDEMNIFICATION. You agree to, and shall, indemnify, defend, and hold harmless AnimationMentor, and its parent company, subsidiaries, divisions, officers, directors, employees, representatives, agents, independent contractors, assigns and successors-in-interest (collectively “Releasees”) from and against any claim, demand, damage, cost or other expense (including reasonable attorney fees) asserted by any third party due to, arising out of, or in any way related to, any violation by You of this Agreement or use of the Services by You or through use of Your Account Information, including without limitation any use of Your or someone else’s Submissions or Content, in whole or in part, on, through our outside of the Sites and Services.

  13. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, SCHOOL INSTRUCTIONS, THE SITES AND OUR SERVICES ARE FURNISHED “AS IS” AND WITH ALL FAULTS. NEITHER ANIMATIONMENTOR NOR ANY RELEASEE MAKES, AND YOU DO NOT RECEIVE, ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR IN ANY TYPE OF COMMUNICATION WITH YOU. ANIMATIONMENTOR AND ANY RELEASEE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING, WITHOUT LIMITATION THAT THE SITES OR ANY PRODUCT OR SERVICE FROM ANIMATIONMENTOR OR ANY OF THE RELEASEES WILL MEET YOUR REQUIREMENT[S] OR EXPECTATION[S]), AVAILABILITY, SECURITY, TITLE OR NON-INFRINGEMENT, ANY WARRANTY THAT OPERATION OF THE SITES WILL BE UNINTERRUPTED OR ERROR FREE, AND/OR THE FAILURE TO PROVIDE ADEQUATE INSTRUCTION OR SUPPORT. ANIMATIONMENTOR DOES NOT WARRANT THAT THE SITES ARE FREE OF INACCURACIES, ERRORS, BUGS, INTERRUPTIONS OR OTHER LIMITATIONS, NOR DOES ANIMATIONMENTOR WARRANT THAT THE SITES, OR ANY SERVER THAT MAKES THE SITES AVAILABLE, ARE FREE OF ANY VIRUS OR OTHER HARMFUL COMPONENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITES AT ALL TIMES REMAINS WITH YOU, AND YOU AGREE TO ASSUME THE ENTIRE COST TO YOU OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF PROBLEMS CAUSED BY ANY VIRUS OR OTHER HARMFUL SITE COMPONENT. ANIMATIONMENTOR IS NOT AN ACCREDITED PROGRAM OR INSTITUTION. INFORMATION ON THE SITES IS PROVIDED SOLELY FOR INFORMATIONAL AND EDUCATIONAL PURPOSES. IN NO WAY SHALL ANIMATIONMENTOR OR THE SITES BE CONSIDERED AS CONFORMING WITH ANY STANDARDS OR QUALIFICATIONS PRESCRIBED BY ANY PRIVATE OR GOVERNMENTAL ENTITY.

    YOU SPECIFICALLY AGREE THAT NEITHER ANIMATIONMENTOR NOR ANY RELEASEE SHALL BE RESPONSIBLE FOR THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION(S) OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSMISSION(S) ENTERED IN THROUGH THE SITES, ANY EXPENSE, DAMAGE OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR USE OF RECORD, THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT CONTAINED ON OR MADE THROUGH OR IN CONNECTION WITH THE SITES, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION.YOU ALSO AGREE THAT ANIMATIONMENTOR IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING, WITHOUT LIMIT, PROPRIETARY RIGHTS.

  14. LIMITATION OF LIABILITY. YOU EXPRESSLY ACKNOWLEDGE THE FOREGOING WARRANTY DISCLAIMERS AND FURTHER RECOGNIZE THAT THE OPERATION AND AVAILABILITY OF THE COMMUNICATIONS SYSTEMS, INCLUDING, WITHOUT LIMITATION, TELEPHONE SERVICE, COMPUTER NETWORKS AND THE INTERNET, USED FOR ACCESSING AND INTERACTING WITH THE SITES CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR OPERATION OF THE SITES. YOU ACKNOWLEDGE THAT ANIMATIONMENTOR IS NOT RESPONSIBLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR USE OF OR ACCESS TO THE SITES. LIKEWISE, NEITHER ANIMATIONMENTOR NOR ANY OF THE RELEASEES SHALL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF EQUIPMENT, OPPORTUNITY, BUSINESS, LOSS OF DATA OR PROFITS OR INVESTMENT, OR THE LIKE), IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITES, WITH THE DELAY OR INABILITY TO USE THE SITES, THE PROVISION OF OR FAILURE TO PROVIDE ANY INSTRUCTION RELATING TO THE SITES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCT, SERVICE AND RELATED GRAPHICS OR DOCUMENTATION OBTAINED THROUGH THE SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), COST OF COVER, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE SITES OR THE FAILURE TO PROVIDE SUPPORT THEREFORE, EVEN IF ANIMATIONMENTOR OR ANY OF THE RELEASEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN ANY CASE, NEITHER ANIMATIONMENTOR NOR ANY OF THE RELEASEES SHALL BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN FIVE U.S. DOLLARS (US$5.00). BECAUSE SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
  15. EQUITABLE RELIEF. Notwithstanding any provision of this Agreement to the contrary, You acknowledge that, at the time this Agreement is entered, it would be impossible or inadequate to measure and calculate all of AnimationMentor’s damages for Your breach of certain provisions of this Agreement and that it would require a court of competent jurisdiction to ascertain AnimationMentor’s damages. Accordingly, if You breach or threaten to breach any of Your obligations, other than payment when due, AnimationMentor shall be entitled, without showing or proving any actual damage sustained, to a stipulated temporary restraining order, and shall thereafter be entitled to apply for a preliminary injunction, permanent injunction, and/or order compelling specific performance, to prevent the breach of Your obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting AnimationMentor from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages.

  16. MODIFICATIONS TO AGREEMENT. We reserve the right to make changes to these Terms of Use at any time, however, Animation Mentor shall provide notification to You in advance of substantive changes becoming effective, such as by posting a notification on the Sites or by email. If You continue to access and use the Sites, including any of our Services, after the effective date of such changes, then such access and use will be deemed an acceptance of and an agreement to follow and be bound by the Terms as changed. The revised Terms supersede all previous notices or statements regarding the Sites. For this reason, we encourage You to review these Terms any time You access or use the Sites, and recommend that You print a copy for Your records. Upon our request, You agree to accept or sign a non-electronic version of these Terms of Service and any other policies or agreements set forth or available on or through the Sites.

  17. TERMINATION. AnimationMentor may immediately terminate this Agreement, Your access to the Sites, and Your Account upon (a) Your breach of any provision of this Agreement or (b) any action by You that AnimationMentor determines, in its sole judgment, to interfere with the operation or use of the Sites.

  18. SURVIVAL. The provisions of this Agreement pertaining to the protection of AnimationMentor’s and third party’s Proprietary Rights, each express and implied license grant from You, Your indemnification obligations, all disclaimers and limited liability provisions, and each other provision that may reasonably be interpreted or construed as being reasonably expected or
    intended to survive this Agreement’s termination or expiration, shall survive such termination or expiration.

  19. FORCE MAJEURE. Nonperformance of either Party shall be excused to the extent and only for so long as that performance is rendered impossible by strike, fire, flood, earthquake, storms, or any act of nature, riot, explosion, insurrections, sabotage, epidemics, quarantine restrictions, labor disputes or shortages, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the nonperforming Party.

  20. RELATIONSHIP BETWEEN THE PARTIES; NO AGENCY. Neither Party will be entitled to, or will attempt to, create or assume any obligation, express or implied, on behalf of the other Party. This Agreement will not be interpreted or construed to create a joint venture, partnership, or franchise between the Parties or to impose any partnership obligation or similar liability arising there from upon either Party.

  21. ASSIGNMENT. This Agreement and/or the respective rights and obligations arising out of this Agreement shall not be assigned or transferred by You, or to or by any third party under any circumstances, including, but not limited to, by court order, operation of law, statute, regulation, ordinance, or otherwise, without AnimationMentor’s prior express written consent. Any attempt to assign this Agreement by You shall be null and void and shall, at AnimationMentor’s sole option, be a basis for the immediate termination of this Agreement. Notwithstanding the foregoing, however, AnimationMentor may assign its rights, title and interests in this Agreement without Your consent (a) with, into or to a third party pursuant to any merger, consolidation, reorganization, business combination, share exchange or sale of substantially all of AnimationMentor’s assets; and/or (b) to a direct or indirect wholly owned subsidiary of AnimationMentor; and/or (c) to any entity in which AnimationMentor owns a controlling interest. Subject to the foregoing restrictions on assignment, this Agreement is binding upon, inures to the benefit of, and is enforceable by the Parties and their respective successors and assigns.

  22. ASSIGNMENT. SEVERABILITY / WAIVER. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, all of the remaining terms of this Agreement will remain in full force and effect as if such invalid or unenforceable term had never been included. No delay, omission, or failure to exercise any right or remedy provided for in this Agreement shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such remedy, but every such right or remedy may be exercised, from time to time, as may be deemed expedient by the Party exercising such right or remedy.

  23. GOVERNING LAW/ VENUE. This Agreement shall be exclusively interpreted, construed and enforced under California (U.S.A.) law without reference to its choice of law rules and, if any federal right violation is alleged, the laws of the United States of America. Venue for any court action arising out of or relating to this Agreement shall be exclusively brought in the appropriate state court in the Oakland, California or in the United States District Court for the Northern District of California, and the Parties irrevocably consent to the jurisdiction of such courts for any permitted court action on any obligation hereunder. If You are now or are later deemed to be a state entity, You hereby expressly and specifically waive any objection You may have, pursuant to the Eleventh Amendment to the United States Constitution or otherwise, to the jurisdiction of, or any award that could be granted by, the United States Federal Courts.

  24. MISCELLANEOUS. This Agreement: (i) is drafted and shall be interpreted in the English language; (ii) shall be construed fairly with no inference drawn against the drafting Party; (iii) may be executed in counterparts, each of which will be deemed an original and all of which will collectively constitute the same instrument (the Parties agree that signatures transmitted electronically, whether sent via facsimile or as attached files [e.g. .PDF], shall be acceptable to bind the Parties and shall not in any way affect this Agreement’s validity); (iv) uses, though strictly for convenience, various titles and headings which shall not affect this Agreement’s interpretation; (v) sets forth the Parties’ entire agreement and understandings relating to the subject matter herein and merges and supersedes all of the Parties’ prior agreements, writings, commitments, discussions and understandings; (vi) and any right or obligation set forth in this Agreement can only be amended, modified, or waived in a writing signed by AnimationMentor; (vii) shall control if any purchase order or other document that contains any term or condition that purports to govern the Sites; and (viii) shall bind (and inure to the benefit of) the Parties, and the Parties’ respective heirs, approved assigns, successors-in-interest, and legal representatives (subject to any and all assignment restrictions set forth herein). YOU EXPRESSLY REPRESENT THAT YOU HAVE: (A) READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS; (B) INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH HEREIN; AND (C) BEEN AFFORDED THE OPPORTUNITY TO SEEK THE ADVICE OF LEGAL COUNSEL WITH REGARDS TO YOUR RIGHTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT AND HAVE EITHER SOUGHT OR REFUSED SUCH COUNSEL.