These terms and conditions apply to your All Maker Video subscription and set out the basis of our agreement with you. Please read our terms of use carefully. All animations created using All Maker Video as part of your All Maker Video subscription are subject to our Extended Animation License.

1.         INTERPRETATION

1.         The definitions and rules of interpretation in this clause apply in the Agreement.

51.   The titles of clauses, schedules and paragraphs will not affect the interpretation of the Agreement.

1.         A person includes a natural, legal or unincorporated person (whether or not having separate legal personality) and their legal and personal representatives, successors or permitted assigns.

2.         Unless the context requires otherwise, words in the singular include the plural and in the plural include the singular.

3.         Unless the context requires otherwise, a reference to one genre includes a reference to the other genres.

4.         A reference to a statute or statutory provision is a reference to it as it is in effect on the date of the Agreement, and a reference to a statute or statutory provision includes all subordinate legislation made on the date of the Agreement pursuant to that statute or statutory provision.

5.         References to clauses and schedules refer to the clauses of these Conditions.

6.         In the event of a conflict between the provisions of these Conditions and any document referred to herein, the provisions of these Conditions take precedence.

2.         WHO WE ARE AND HOW WE CAN CONTACT OTHERS

1.         We are Catricini Araujo Marketing Digital Vendas e Importacao EIREL, Trade name: All Maker Video, a company registered in Brazil. Our company registration number is 34.466.867/0001-59 and our registered office is at Rua Omar Bandeira Ramidan Sobrinho, 730, casa 09, Recreio dos Bandeirantes, Rio de Janeiro, RJ, CEP: 22.790623. If you wish to contact us in writing, or if any condition in the Agreement requires you to notify us in writing, you may email us at support@allmakervideo.com. We will confirm receipt by contacting you in writing.

2.         If we have to contact you or notify you in writing, we will do so by email to the address provided in your account details. We may also post general notices on our Site.

3.         YOUR SIGNATURE

1.         Subject to your purchase of Subscription in accordance with clause 9.1, the restrictions set forth in these Conditions and the other terms and conditions of the Agreement, we grant you a non-exclusive and non-transferable right, without the right to grant sub-licenses, to use the Services and Documentation during the Subscription Term.

2.         You will be able to create and download each month the number of animations you have purchased in your subscription. You can increase the number of animations available at any time by purchasing an upgraded subscription.

3.         As part of the Services, and at no extra cost to you, we will provide online storage of your Animations up to the Storage Limit specified in your Subscription. If you exceed your Storage Limit, any Animations may be deleted by us after 30 days without notice from us. You can increase your storage limit at any time by purchasing an upgraded subscription.

4.         You can upgrade your subscription at any time by purchasing an upgraded subscription to increase the number of animations you can create and download each month, or to increase your storage limit. Any updates will be applied within 3 business days (but are usually applied immediately).

5.         You may reduce the level of your subscription by notifying us with no less than 3 business days, but this reduction will not take effect until the following renewal period and you will still be responsible for all fees applicable to your subscription for the remainder of the Initial term (or renewal period, as the case may be).

6.         The rights set forth in this clause 3 are granted only to you, and will not be deemed granted to any other person, company or organization, regardless of your connection.

4.         OUR OBLIGATIONS

1.         We will, during the Subscription Term, provide the Services and make Documentation available to you subject to the terms of the Agreement.

2.         We will make all reasonable efforts to make the Services available 24 hours a day, seven days a week, except for:

1.         planned maintenance performed during the UK 7:00 and 12:00 GMT maintenance window; and

2.         unscheduled maintenance performed outside of normal business hours, provided that we have made all reasonable efforts to give you at least 3 hours’ notice by posting a notice on our Site notifying you of such maintenance.

3.         We will, as part of the Services and at no additional cost to you, provide our standard Support Services during normal business hours. We may change the Support Services in our sole and absolute discretion from time to time. You may purchase advanced support services separately at our then-current rates.

4.         In the event of any loss or damage to your animations, your sole and exclusive remedy against us will be to use commercially reasonable efforts to restore the lost or damaged animations from our last backup. We are not responsible for any loss, destruction, alteration or disclosure of Animations stored on the Services caused by third parties (except those third parties subcontracted by us to perform maintenance and back-up related services).

5.         We assume that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.         The commitment of clause 4.5 shall not apply to the extent of any non-compliance caused by the use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorized contractors or agents. If the Services do not comply with the foregoing commitment, we will use all reasonable efforts to correct any non-compliance promptly. If you are a business user, such correction constitutes your sole and exclusive remedy for any breach of the commitment set out in clause 4.5.

7.         If you are a consumer (where you are an individual and have purchased your Subscription wholly or primarily for your personal use and not in connection with your trade, business, craft or profession), we have a legal duty to provide the Services accordingly. with the Contract. See the table below for a summary of your main legal rights in relation to the products. Nothing in these terms will affect your legal rights. Summary of your main legal rightsThis is a summary of your main legal rights if you are a consumer. These are subject to certain exceptions.

8.         The Consumer Rights Act 2015 says that digital content must be as described, fit for purpose and of satisfactory quality:

1.         If your digital content is defective, you will be entitled to a repair or replacement.

2.         If the fault cannot be corrected or if it has not been corrected within a reasonable time and without significant inconvenience, you can get some or all of your money back.

3.         If you can show that the failure damaged your device and we did not use reasonable care and skill, you may be entitled to a repair or compensation.

9.

10.     Notwithstanding the foregoing, we:

1.         does not guarantee that:

1.         your use of the Services will be uninterrupted or error-free; or

2.         that the Services, Documentation, Animations and/or information obtained through the Services will meet your requirements; and

2.         are not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such means of communication.

11.     We warrant that we have and will maintain all necessary licenses, consents and permissions to perform our obligations under the Agreement.

5.         YOUR OBLIGATIONS

1.         You will at all times comply with our Site Terms and Conditions and our Acceptable Use Policy. We reserve the right, without liability or prejudice to our other rights, to disable or suspend your access to the Services if you violate this provision.

2.         You will:

1.         maintain a secure password for your use of the Services and Documentation, ensure that such password is changed regularly and you will keep your password confidential;

2.         make all reasonable efforts to prevent any unauthorized access to or use of the Services and/or Documentation and, in the event of such unauthorized access or use, notify us immediately;

3.         provide us with all necessary cooperation in connection with the Agreement and all necessary access to information that we may require from time to time to provide the Services;

4.         without affecting your other obligations under the Agreement, comply with all applicable laws and regulations with respect to your activities under the Agreement;

5.         to be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for acquiring, maintaining and securing your network connections and telecommunications links from your systems to our Sites, and all issues, conditions , delays, delivery failures and all other losses or damages arising out of or related to your network connections or telecommunications links or caused by the Internet;

6.         pay the Fees in accordance with clause 9.

3.         You will not:

1.         allow or permit your signature to be used by any other person;

2.         except as permitted by any applicable law that is incapable of exclusion by agreement between the parties and except to the extent expressly permitted in the Agreement:

1.         attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any part of the Software and/or Documentation (as applicable) in any form or media or by any means ; or

2.         attempt to decompile, reverse-compile, disassemble, reverse-engineer or otherwise reduce all or any part of the Software to a human-perceivable form; or

3.         access all or part of the Services and Documentation to create a product or service that competes with the Services and/or Documentation; or

4.         license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to third parties, or

5.         attempt to obtain or assist third parties in obtaining access to the Services and/or Documentation.

4.         You allow us to audit the Services to establish your name and password (in hashed format so that we cannot identify the password) and to use the Service to monitor compliance with the Agreement. If it is revealed that any password has been provided to a third party, then, without prejudice to our other rights, we will immediately disable such passwords and will not issue new passwords to such individuals.

5.         You will defend, indemnify and hold us harmless against claims, actions, lawsuits, losses, damages, expenses and costs (including, without limitation, legal costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:

1.         you receive immediate notice of any claim;

2.         we provide reasonable cooperation to you in the defense and settlement of such claim, at your expense; and

3.         you have sole authority to defend or resolve the claim.

6.         INTELLECTUAL PROPERTY RIGHT

1.         You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services and Documentation. Except as expressly stated herein, the Agreement does not grant you any rights under or in any Intellectual Property Rights, or any other rights or licenses with respect to the Services or Documentation.

2.         We confirm that we have all rights to the Services and Documentation necessary to grant all rights that we intend to grant under and in accordance with the terms of the Agreement.

3.         We will defend you against any claim that the Services or Documentation infringe the Intellectual Property Rights of third parties and will indemnify you for any amounts awarded to you in the adjudication or settlement of such claims, provided that:

1.         we receive prompt notice of any claim;

2.         you provide us with reasonable cooperation in the defense and settlement of such claim, at our expense; and

3.         we have exclusive authority to defend or resolve the claim.

7.         ANIMATIONS

1.         We grant you the Extended Animation License with respect to any Animation created by you as part of the Services.

2.         You are expressly prohibited from selling, sublicensing or otherwise transferring any rights related to an Animation in any third party marketplace.

3.         Your right to sublicense the Extended Animation License in accordance with its terms will survive termination or expiration of the Agreement.

8.         PERSONAL DATA

1.         We and you will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to and does not release, remove or replace a party’s obligations under the Data Protection Legislation.

2.         When you share any personal data with us (whether yours or anyone else’s), you warrant and represent that you are legally able to share that personal data with us, you have obtained all necessary consents, provided that the data subject (if relevant) with appropriate notices of such sharing) and that it is true, complete and accurate in all material respects. You agree to indemnify and hold us harmless against any and all claims, losses, damages and expenses arising directly or indirectly from your breach of this clause 8.2.

3.         We will process all personal data provided in accordance with our Privacy Notice.

9.         FEES AND PAYMENT

1.         You will pay the Fees in accordance with this clause 9.

2.         On the Effective Date, you will provide us with valid, current and complete credit or debit card details and any other valid, current and complete contact and billing details. Our fees must be paid as set out in your subscription and you authorize us to charge fees to your credit or debit card in advance.

3.         If you fail to make payment within 3 days of the due date, and without prejudice to any of our other rights and remedies:

1.         we may, without liability to you, disable your password, account and access to all or part of the Services and will have no obligation to provide any or all of the Services so long as the invoice(s) in question remain unpaid;

4.         All amounts and fees stated or referred to in the Agreement:

1.         are, subject to clauses 6.4, 10.3 and 10.4, non-cancelable and non-refundable, except when you terminate the Agreement in accordance with clause 11.3;

2.         exclude value added tax, which will be added to our invoice(s) at the appropriate rate.

5.         We will be entitled to increase fees upon notice of not less than 30 days. Any such increase will take effect at the next renewal period.

10.     LIMITATION OF LIABILITY

1.         Except as expressly and specifically provided for in the Agreement:

1.         you assume full responsibility for the results obtained from your use of the Services and Documentation;

2.         all warranties, representations, conditions and all other terms of any kind implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

3.         the Services and Documentation are provided to you “as is”.

2.         Nothing in the Agreement excludes our liability:

1.         for death or personal injury caused by our negligence;

2.         for fraud or fraudulent misrepresentation; or

3.         where such liability cannot be limited or excluded by applicable law.

3.         If you are a consumer, then:

1.         we will only be liable for loss or damage you suffer that is a foreseeable result of our breach of this agreement or our failure to use reasonable care and skill. Loss or damage is foreseeable if it is obvious that it will happen or if, at the time the Contract was made, you and we both knew it could happen; and

2.         if defective digital content we provide damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will repair the damage or pay compensation. However, we will not be liable for damages caused by you not following the installation instructions correctly or failing to meet the minimum system requirements recommended by us.

4.         If you are a business user (i.e. not a consumer), subject to clause 10.1 and clause 10.2:

1.         we will not be liable for tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses arising under the Agreement; and

2.         our total aggregate liability in tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of the performance or contemplated performance of the Agreement shall be limited to the total Fees paid for your subscription during the immediately preceding 12 months the date on which the credit arises.

11. TERM AND TERMINATION

1.         The Agreement, unless otherwise terminated as provided in this clause 11, will commence on the Effective Date and continue for the Initial Term and thereafter the Agreement will automatically renew for a Renewal Period unless:

1.         either party notifies the other party of termination in writing at least 3 days prior to the end of the Initial Term or any Renewal Period, in which case the Agreement will terminate upon the expiration of the Initial Term or Renewal Period applicable; or

2.         otherwise terminated in accordance with the provisions of the Agreement, (the “ Subscription Term ”).

2.         If you are a consumer (where you are an individual and have purchased your Subscription wholly or principally for your personal use and not in connection with your trade, business, craft or profession), then in accordance with the Contracts Regulations of Consumer, you may cancel your Subscription within 14 days of your order. If you have created and/or downloaded any animations, you will be responsible for the first month’s subscription fees.

3.         Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of the Agreement whose breach is irremediable or ( whether such breach is remediable) fails to remedy that breach within five days of being notified in writing to do so.

4.         Upon termination of the Agreement for any reason:

1.         all licenses granted under the Agreement, except for any Extended Animation Licenses, will terminate immediately and you will immediately cease all use of the Services and/or Documentation;

2.         we will be entitled to retain copies of the Customer Material and Animations for a period not exceeding seven years for our own internal administration purposes;

3.         any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in connection with any breach of agreement that existed on or before the date of termination, shall not be affected or impaired .

12. FORCE MAJEURE We will have no liability to you under the Agreement if we are prevented or delayed in performing our obligations under the Agreement, or in conducting our business, by acts, events, omissions or accidents beyond our reasonable control.

13.     VARIATION

1.         We may vary these Conditions from time to time by giving you at least 30 days’ prior written notice. These revised Conditions will apply with effect from the following Renewal Period. If you do not accept these revised Conditions, you must terminate the Agreement in accordance with clause 11.1(a).

2.         No other variation of the Agreement will be effective unless in writing and signed by us (or our authorized representatives).

14.     WAIVERNo failure or delay on our part to exercise any right or remedy under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.     RIGHTS AND REMEDIES Except as expressly provided for in the Agreement, the rights and remedies provided for in the Agreement are in addition to and not exclusive to any rights or remedies provided by law.

16.     SEPARATION If any clause or partial clause of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed to be deleted, but this will not affect the validity and enforceability of the remainder of the Agreement.

17.     TOTAL AGREEMENT

1.         The Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all prior agreements, promises, warranties, guarantees, representations and understandings between us, whether written or oral, relating to its subject matter.

2.         You acknowledge that, by entering into the Agreement, you do not rely on, and will not be relieved of, any representation, representation, warranty or guarantee (whether innocently or negligently made) that is not stipulated in the Agreement.

3.         You agree that you will not have any claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Agreement.

4.         Nothing in this clause shall limit or exclude any liability for fraud.

18.     ASSIGNMENT

1.         You will not, without our prior written consent, assign, transfer, charge, subcontract or otherwise deal with all or any of your rights or obligations under the Agreement, except that an Extended Animation License may be sublicensed in accordance with its terms.

2.         We may at any time assign, transfer, charge, subcontract or otherwise deal with all or any of our rights or obligations under the Agreement

19.     NO PARTNERSHIP OR AGENCYNothing in the Agreement is intended or will function to create a partnership between you and us, or authorize either of us to act as an agent for the other, and neither of us will have authority to act on behalf of or on behalf of or otherwise, bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability, and the exercise of any right or power).

20. THIRD PARTY RIGHTS The Agreement does not confer any rights on any person or party (except the parties to the Agreement and, where applicable, their successors and permitted assigns)

21. APPLICABLE LAW AND JURISDICTION

1.         The Agreement and any dispute or claim arising out of or in connection with it or its object or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Brazil.

2.         If you are a consumer, the courts of Brazil will have exclusive jurisdiction, except to the extent that you may be permitted by law to bring legal proceedings in the country or state in which you live, and subject to our rights under clause 21.4.

3.         If you are a business user (i.e., not a consumer), you irrevocably agree, for our sole benefit, that, subject to clause 21.4, the courts of Brazil will have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) brought by you arising out of or in connection with the Agreement or its object or formation.

4.         Nothing in this clause 21 shall limit our right to commence proceedings against you in any other court of competent jurisdiction, nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other jurisdictions, simultaneously or otherwise, to the extent permitted by the law of such other jurisdiction