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Artist: Phillip Johnson

Before Anything Else: These Terms are Legally Binding

 


These Terms of Service (“Terms”) form a legally binding contract between you and Oomi Inc., the provider of the Unomi APP and related software. As part of these Terms, you agree to comply with the most recent version of our Privacy Policy, which is incorporated by reference into these Terms. If you access or use the Service, or continue accessing or using the Service after being notified of a change to the Terms or the Privacy Policy, you confirm that you have read, understand and agree to be bound by the these Terms and the Privacy Policy. “We”, “our”, “us” and “Unomi” refers to Oomi Inc. “User”, You” and “your” refer to you, the User.

 


Please feel free to contact us at contact@getunomi.com for any questions, inquiries or issues.

 


USER TERMS OF USE

INTRODUCTION

Oomi Inc. and/or its subsidiaries, successors or assigns (henceforth, “Unomi”) is the owner of Unomi, the premium tool you need to easily sync 2D and 3D mouth poses o your voice over recording (the “Service”). The Service is provided as a software as service application.

This User Terms of Use forms an agreement (“Agreement”) between Unomi and each User (“User”) of the Service provided by Unomi and governs all access to and use of the Service by the User.

By using the Service, the User confirms that the User has read, accepts and agrees to be bound by the terms of this Agreement, Unomi’s Privacy Policy and all other instructions provided in relation to the Service.

Unomi reserves the right at any time to update, modify, improve, change, enhance, or discontinue any part or all of the Service, with or without notice to the User. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.

Unomi reserves the right to amend this Agreement upon notice to the User and continued use of the Service by the User shall be deemed accepted of those amendments.

USER accounts

Registering. You can create a user account by registering on the website and creating a User ID (the “User ID”).

Misuse of Account. You shall not:

Select or use a User ID with the intent to impersonate another person;

Use another User ID without appropriate authorization;

Select a User ID that is offensive, vulgar or obscene.

Unomi reserves the right to refuse registration of and/or cancel a User ID in its sole discretion. Users are responsible for all activity that occur on their account. Users must immediately notify Unomi of any unauthorized use of their account, or any other account related security breach of which a User is aware.

Unomi reserves the right to audit the User's use of the Service during normal business hours and with reasonable notice and to include means within the Service to limit the User's use of the Service to the licensed number of Users.

payment and fees

Subscription. Some parts of the Service may be billed on a subscription basis ("Subscription(s)"). You agree that you may be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew unless you cancel it on your account page. A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Unomi with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you authorize Unomi to charge all Subscription fees incurred through your account to any such payment instruments.

Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from the applicable Adobe entity that you are transacting with (i.e. Adobe Systems Incorporated for North American customers and Adobe Systems Software Ireland Limited for customers in all other countries), your payments will be made to a foreign entity.

user content

User Content. Users may upload images, videos, text, comments, graphics, etc. of (collectively, the “User Content”) as part of their use of the Service. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.

Rights and Licenses. We require certain licenses from you to your content to operate and enable the Services. When you upload Your Content to the Service, you grant Unomi and its authorized sub-licensees and distributors, a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating or improving the Services.

Our Access. in order to perform the Services, we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce these terms.

Storage. When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.

License to user

Subject to your compliance with these terms and the law, you may access and use the Service.

You acknowledge that Unomi retains ownership of all of its Intellectual Property incorporated in the Service (including all improvements, enhancements, updates and corrections) as well as any Intellectual Property generated by Unomi in the process of providing the Service.

You may use software, proprietary systems and Intellectual Property owned by Unomi (the “Unomi IP”), for which you have appropriate authority to use. You agree that the Unomi IP is protected by copyright, trade marks, patents, proprietary rights and other laws, both domestically and internationally.

You may not distribute the Unomi IP on a stand-alone basis (i.e., in circumstances in which the Unomi IP constitutes the primary value of the product being distributed), and you must not claim any trademark rights in the Unomi IP or derivative works of the Unomi IP. You also warrant that you shall not knowingly infringe on any third-party rights through the use of the Service.

You accept and agree that any Intellectual Property generated by you in connection with the Service is owned absolutely by Unomi and vests in Unomi immediately, including:

Unomi name, trade marks, logo and design; and

any text, images, graphics, source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Service.

You further warrant that by using the Service you will not:

use any Intellectual Property of Unomi without express permission;

copy any part of the Service for your own commercial purposes; or

directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in any documentation associated with it.

To the extent that any derivative works cannot be assigned to Unomi, you hereby grant Unomi a perpetual and irrevocable (irrespective of the expiration or termination of this Agreement), non-exclusive, transferable, worldwide, and royalty-free license to reproduce, distribute, perform, and display any derivative works of the Service developed by or for the User, and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.

other licenses

Trial Version. We may designate the Software or Services as “trial”, “evaluation”, “not for resale”, or other similar designation (the “Trial Version”). You may install and use the Trial Version only during the period and only for the purposes that we have stated when we provide the Trial Version. You must not use any materials you produce with the Trial Version for anything other than non-commercial purposes.

Education Version. If we designate the Software or Service as for use by educational users (the “Education Version”), then you may only use the Educational Version if you meet the eligibility requirements stated at contact@getunomi.com. You may install and use the Education Version only in the country where you are qualified as an education user.

WARRANTIES

User Warranties. User represents and warrants, and can demonstrate to our full satisfaction upon request, that:

User is either at least 13 years of age, or possesses legal parental or guardian consent, and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

User owns or otherwise controls all rights to any uploaded Content or has full authority to act on behalf of any and all owners of any right, title or interest in and to any Content uploaded to the Service, and has permission to use the name and likeness of each identifiable individual person uploaded to the Service.

All information and User Content posted or transmitted through the Service is the sole responsibility of the User from which such content originated. Unomi will not be liable for any errors or omissions in any User Content.

Unomi does not endorse or have control over any User Content, nor can Unomi guarantee the authenticity of any information that Users may provide about themselves, including their identity.

User acknowledges that all Content accessed using the Service is at User’s own risk and User will be solely responsible and liable for any damage or loss to User or any other party resulting therefrom.

CONDITIONS OF USE

The User agrees that it shall only use the Service for legal purposes and shall NOT:

engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Unomi in its discretion.

use the Service in any manner inconsistent with this Agreement;

act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system;

infringe our intellectual property rights or those of any third party in relation to your use of the Service and/or Item;

transmit any material that is confidential or proprietary;

use the Service and in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

collect social security or insurance number, financial account number, drivers’ license number, health information, or other sensitive information required to be secured under applicable local, state, provincial, national, or other law, rule, or regulation, or for which disclosure is required in case of a data breach without first obtaining our prior written consent; and

collect or harvest any information or data from the Service or attempt to decipher any transmissions to or from the servers running any Service;

access the Service in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Service;

use the Service in any manner that may harm minors or that interacts with or targets people under the age of thirteen;

impersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;

use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defence or terrorism;

access, search, or create accounts for the Service by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);

send unsolicited communications, promotions or advertisements, or spam;

send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";

sublicense, resell, time share or similarly exploit the Service;

authorize, permit, enable, induce or encourage any third party to do any of the above.

offensive content

If we believe that there is a violation of these Terms, the Privacy Policy, or any of our other policies that can simply be remedied by a User’s removal of certain User Content (the “Offending Content”), or taking other action, in most cases we will ask that User to take action rather than intervene.

If the User does not comply within a reasonable amount of time, or we believe there is a credible risk of harm to us, the Service, or any third parties, we may disable that User account and delete the offending Content ourselves.

advertising

Some of our Service may be supported by advertising revenue and may display advertisements and promotions. You agree that we may place such advertising and promotions on the Platform, or on, about, or in conjunction with your User Content. The manner, mode, and extent of such advertising and promotions are subject to change without specific notice to you.

You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. User Content (including any that may have been created by users employed or contracted by Unomi) does not necessarily reflect the opinion of Unomi.

You grant us permission to use and send push notifications, emails, alerts, marketing and promotional materials, email campaigns, and other reasonable forms of communications.

feedback

You acknowledge that any and all:

Suggestions for correction, change, and modification to our Service, information and reports you provide to us, and other feedback (including but not limited to quotations of written or oral feedback), (collectively “Feedback”); and

Improvements, updates, modifications, or enhancements, whether made, created, or developed by us, or otherwise relating to Feedback (collectively, “Revisions”);

are and will remain our property. All Feedback and Revisions become the sole and exclusive property of Unomi and we may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you, and without your retention of any proprietary or other right or claim.

You assign to us any and all right, title, and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.

You agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favor of Unomi. At our request, you will execute any document, registration or filing required to give effect to these provisions.

DISCLAIMER OF WARRANTY

YOU AGREE THAT YOU USE THE SOFTWARE ENTIRELY AT YOUR OWN RISK. THE SERVICES AND SOFTWARE ARE PROVIDED “AS-IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES. WE FURTHER DISCLAIM ANY WARRANTY THAT (A) THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; OR THAT (D) ANY ERRORS OR DEFECTS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED.

WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR ANY ACTIONS RESULTING FROM YOUR USE OF THE SERVICE. YOU MAY USE AND ACCESS THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE AND ACCESS OF ANY SERVICE OR SOFTWARE.

LIMITATION OF LIABILITY

IN NO CIRCUMSTANCES WILL UNOMI BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, OR ANY OTHER SIMILAR OR ANALOGOUS LOSS RESULTING FROM YOUR USE OF, OR INABILITY TO USE THE SERVICE WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL THEORY.

OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THESE TERMS IS LIMITED TO US $100 OR THE AGGREGATE AMOUNT THAT YOU PAID FOR ACCESS TO THE SERVICE AND SOFTWARE DURING THE THREE- MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE AMOUNT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Nothing in this Agreement shall limit or exclude our liability for:

death or personal injury resulting from our gross negligence;

fraud or fraudulent misrepresentation; and

any other liability that cannot by law be excluded or limited.

indemnity

THE USER AGREES TO INDEMNIFY UNOMI FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT UNOMI MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE USER’S USE OF OR CONDUCT IN CONNECTION WITH THE SOFTWARE AND/OR ITEM, INCLUDING ANY BREACH BY THE USER OF THIS AGREEMENT.

TERMINATION

Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.

Termination by Us. If we terminate these terms for reasons other than for breach of the agreement by You, then we will make reasonable effort to notify you at least thirty (30) days prior to termination via the email address you provide to us with instructions on how to retrieve your content. We may, at any time, terminate your right to use and access the Service if:

you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);

you fail to make the timely payment of fees for the Service;

we are required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful);

we elect to discontinue the Services or Software, in whole or in part, (such as if it becomes impractical for us to continue offering the Service in your region due to change of law); or

there has been an extended period of inactivity in your free account.

Survival. Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Service, some or all of the Software may cease to operate without prior notice.

Attorneys’ fees

In the event that either Party breaches any portion of this Agreement, the prevailing Party in an action to enforce this Agreement may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.

Notices

The User can direct notices, enquiries, complaints and so forth to Unomi at this address: 838 Commonwealth Ave., Venice, CA 90291

A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

Digital Millennium Copyright Act

We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).

modifications

As our business evolves, we may change these Terms or the Privacy Policy. If we make any material changes to the Terms or the Privacy Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by posting a notice on our website. You can review the most current version of the Terms at any time by visiting this page. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Service after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

export control laws

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Service. You agree that such export control laws govern your use of the Service (including technical data) and any services deliverables provided under this agreement, and you agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from the Service (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

force majeure

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.

third party websites

The Service may enable you to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. We are not responsible for any third party Web sites or third party content provided on or through the services and you bear all risks associated with the access and use of such Web sites and third party content, products and services.

disputes

If any dispute arises between a User and Unomi in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

includes or is accompanied by full and detailed particulars of the Dispute; and

is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) of the User and Unomi must seek to resolve the Dispute.

A party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

Urgent Injunction. Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

Arbitration.

AAA. If the dispute between the parties relating to or arising out of this agreement is not settled by the dispute resolution mechanism above, either party may by written notice to be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect. Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under this Agreement will take place on an individual basis--class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement you and Unomi are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.

Costs. Parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, except as prohibited by law. Each party shall separately pay for its respective attorneys’ fees and costs.

No Class Action. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.

Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

general

Waiver. No failure or delay by either party in exercising any right under the Terms, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

Governing Law. These Terms, as well as the respective rights and obligations hereunder, shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to conflict of laws principles. Please note that use of the Service by any User may be subject to other local, state, national, and international laws.

Each User expressly:

Agrees that exclusive jurisdiction for resolving any claim or dispute with Unomi relating in any way to use of the Service resides in the State of New York;

Agrees and consents to the exclusive personal jurisdiction and venue of the courts located in the State of New York for any cause of action relating to or arising under these Terms;

Waives any right to a jury trial in any legal proceeding against Unomi; and

Agrees to file any cause of action with respect to use of the Service within one (1) year after the claim arises otherwise the cause shall be forever barred.

If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. In this event, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

Entire Agreement. The Terms, including any terms incorporated by reference into the Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will prevail.

 

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