ANIMATE IT SOFTWARE LICENCE AGREEMENT

1              Introduction

1.1          This software licence agreement (“Licence“) is a legal agreement between you (“Licensee” or “you“) and Kudlian Software Ltd (registered address The Grange, 37 Alcester Road, Studley, Warwickshire B80 7LL; company number 03573318) (“Licensor” or “we“). This Licence sets out our respective rights and obligations in respect of the Animate It software product (“Animate It“) and all documentation associated with it and made available to you (“Documentation“).

1.2          Please note, your agreement to download, install and use Animate It is with Kudlian Software Ltd even if you have chosen to download Animate It via a link on any other website, including a website operated by Aardman Animations Limited. From time to time Aardman Animations Limited may run competitions on its website or provide other functionality on its website such as allowing you to upload, display and share animations you create using Animate It. If you enter such competitions or use such functionality that will be governed by the website terms and privacy policy of the Aardman Animations Limited website, including any website dedicated to Animate It.

1.3          By clicking ‘DOWNLOAD’ you agree to the terms of this Licence and our Privacy Statement. We will not allow you to download, install or use Animate It if you do not click ‘I agree to the Animate It! free trial Software Licence Agreement and Privacy Policy’, and you will not be able to continue your download or installation. You should print a copy of this Licence and the Privacy Statement and retain it for your records.

1.4          If you have any queries about this Licence or our Privacy Statement, you can contact us by telephone on 01926 842 544 (between the hours of 09:00 – 17:00 (London time), Monday to Friday (other than bank or public holidays)) or by e-mail support@kudlian.net. This Licence is available in English only. If English is not your first language or you do not understand anything in this Licence we recommend you take independent advice.

2              Ownership notice

2.1          All title, copyright, goodwill, trade marks, service marks, designs, inventions, patents, know how, confidential information, trade secrets and other intellectual property and ownership rights (whether registered, registrable or not) in Animate It and the Documentation are owned by Kudlian Software Ltd and/or its licensors, including Aardman Animations Limited. Aardman Animations Limited has licensed such rights to Kudlian Software Ltd for use only with Animate It and by end users only in accordance with the terms of this Licence. By clicking ‘DOWNLOAD’ you expressly agree this is the case and acknowledge that you may only use Animate It in accordance with this Licence. If you breach this Licence you may be subject to civil and/or criminal liabilities.

3              System requirements

3.1          To be able to use Animate It your computer must meet the following minimum system requirements:

Windows XP/Vista/7

Microsfot.Net Framework 3.0 (available as a free download from the Microsoft website)

QuickTime 7 (available as a free download from the Apple website)

256MB RAM (512MB RAM recommended)

100MB free disk space

USB webcam/inbuilt webcam or FireWire DV camera

3.2          Animate It may require you to have and maintain an internet connection from your PC to use some functionality. If you do not have or maintain an internet connection some functionality may not operate properly or be available to you.

3.3          A description of the technical steps you must take to enter this Licence and download Animate It is available on http://animateit.kudlian.net/installing.htm.

3.4          We will not be able to issue a refund if you pay to download Animate It but your system does not meet these requirements. We strongly advise that you download the free trial version of Animate It to confirm your system meets the system requirements referred to in paragraph 3 and Animate It meets your requirements.

4              Age restriction

4.1          You may only download, install and/or use Animate It if: (a) you are 16 years old or older; or (b) you are younger than 16 years old but have the permission of your parent or legal guardian.

5              Animate It free trial version

5.1          We make available a free trial version of Animate It. This free trial version will work for seven (7) days from the date of download.

5.2          You do not have to provide any payment information to download the free trial version of Animate It. You must provide the registration details indicated on the registration form to download the free trial version of Animate It. We explain how we may use these registration details in our privacy statement.

5.3          If you download the free trial version of Animate It your rights described in paragraph 7.2 of this Licence will continue at the end of the specified free trial period but the ‘save’ and ‘export’ functionality of Animate It will stop working automatically. You may restore the ‘save’ and ‘export’ functionality by upgrading the free trial version of Animate It to a full version.

5.4          You may only use one free trial period. If we reasonably suspect that you have obtained more than one free trial version of Animate It we may terminate your licence to use it with immediate effect until you pay to upgrade to a full version.

5.5          We strongly advise that you download the free trial version of Animate It to confirm your system meets the system requirements referred to in paragraph 3 and Animate It meets your requirements. We will not issue refunds where you pay to download Animate It but your system does not meet the system requirements or you consider Animate It does not meet your requirements.

6              Animate It full version

6.1          If you pay for the full version of Animate It you will receive a serial number which you will have to enter to complete installation.

6.2          We will send the serial number by e-mail to the e-mail address associated with your payment method (if paying by PayPal) or otherwise as completed on the registration form you complete when making payment. This e-mail will arrive within 48 hours of you making payment. During this period you will be able to continue to use the free trial version if you have downloaded it.

6.3          You must keep a record of your serial number as you will need to re-enter it if you re-install Animate It. We do not retain records of serial numbers and if you lose your serial number you will have to pay a fee of £15 to obtain a new one.

6.4          If you do not receive your serial number within 48 hours of making payment please contact support@kudlian.net.

6.5          Please ensure that your e-mail program does not block e-mails from support@kudlian.net addresses or treat them as spam, bulk or junk e-mail.

7              Licence

7.1          In consideration of you agreeing to abide by the terms of this Licence and (for versions of Animate It other than the free trial version) the payment of the licence fee specified in paragraph 9, we hereby grant to you a non-exclusive, non-transferable, royalty-free licence to use the version of Animate It you have selected and the Documentation on the terms of this Licence.

7.2          You may:

7.2.1               install and use Animate It for your personal, non-commercial purposes only on one computer in accordance with the Documentation;

7.2.2               transfer Animate It to another computer if you replace your old computer, provided always it is used on only one computer at any one time;

7.2.3               receive and use any free supplementary software code or update of Animate It incorporating patches and corrections of errors as we may provide from time to time; and

7.2.4               use any Documentation in support of the permitted uses set out in this paragraph 7.2.

7.3          Your rights will continue as long as you continue to comply with the terms of this Licence and subject to our and your rights to terminate this Licence as set out in paragraph 10.

8              Your commitments

8.1          Other than as expressly allowed in this Licence or as permitted by local law, you undertake:

8.1.1               not to copy or reproduce Animate It or the Documentation except where such copying or reproduction is incidental to normal use;

8.1.2               not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Animate It or the Documentation;

8.1.3               not to make alterations to, or modifications of, the whole or any part of Animate It nor permit Animate It or any part of it to be combined with, or become incorporated in, any other program;

8.1.4               not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Animate It nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of Animate It with another software program, and provided that the information obtained by you during such activities:

(a)   is used only for the purpose of achieving inter-operability of Animate It with another software program;

(b)   is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and

(c)   is not used to create any software which is substantially similar to Animate It;

8.1.5               to replace the current version of Animate It with any updated or upgraded version or new release provided by us under the terms of this Licence promptly on receipt of such version or release;

8.1.6               to include our copyright notice on all entire and partial copies of Animate It in any form;

8.1.7               not to provide, or otherwise make available, Animate It in any form, in whole or in part (including program listings, object and source program listings, object code and source code) to any person without our prior written consent; and

8.1.8               not to use or make available Animate It via any communications network (including any peer-to-peer network) or by means of remote access.

9              Payment

9.1          Other than for the free trial version of Animate It you must complete payment before you will be able to download, install or use Animate It. The payment you must make will depend on whether you have selected the ‘Basic’, ‘Express’ or ‘Pro’ version of Animate It.

9.2          Payment methods we accept are: PayPal, Credit or Debit Card (Mastercard, Visa and American Express).

9.3          By clicking ‘BUY NOW’ you are confirming that either: (a) you are the registered card holder of the card used for payment; or (b) you have the permission of the registered card holder to use their card for payment.

10            Cancellation and refunds        

10.1        We may cancel this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days of us sending you a notice requiring you to do so.

10.2        When you click ‘BUY NOW’ a serial number is generated automatically allowing you to download and install the full version of Animate It and use it immediately. Therefore, once you have clicked ‘BUY NOW’ you will not have a right to cancel this Licence or receive a refund of any payment you have made other than as set out in paragraph 10.3. This is a permitted exception from your normal right to exercise a right to cancel an online contract under the seven day ‘cooling off’ period established by the Consumer Protection (Distance Selling) Regulations 2000.

10.3        Once you have clicked ‘BUY NOW’, you may cancel the contract for Services with immediate effect by giving us written notice if:

10.3.1            We breach this Licence in a material way and do not correct or fix the breach within thirty (30) days of you asking us to in writing; or

10.3.2            We change this Licence to your material disadvantage

and in either case you will be entitled to a refund of any payment you have made.

10.4        If you request a refund for any reason our technical and legal departments may need to assess whether you are entitled to a refund, and we may require you to provide us with further information.

10.5        If we suspect that a request for a refund on the basis of unauthorised card usage or for any other reason is fraudulent we will report that to the card issuer. Such a report may result in your card issuer cancelling your card services, have an adverse impact on the credit history third parties may hold about you, or lead to criminal or civil charges.

10.6        Upon cancellation of this Licence for any reason all rights granted to you under this Licence shall cease, you must cease all activities authorised by this Licence, and you must immediately delete or remove Animate It from your computer.

11            Support

11.1        We will endeavour to answer and resolve by telephone or e-mail any support queries which you may have regarding Animate It. For telephone support please call 01926 842 544  between the hours of 09:00 – 17:00 (London time), Monday to Friday (other than bank or public holidays). For e-mail support please e-mail support@kudlian.net with a full description of your support request.

12            Registration

12.1        The registration process you complete during the purchase of Animate It provides a number of benefits including access to Animate It updates and the support services, as referred to in paragraph 7.2.

12.2        If you make a mistake during the registration process that you do not correct before completing your purchase, please email support@kudlian.net with a full description of the mistake and we will correct our records.

13            Intellectual property rights

13.1        You acknowledge that:

13.1.1            all intellectual property rights in Animate It and the Documentation throughout the world belong to the Licensor or parties from which it obtains licences;

13.1.2            rights in Animate It are licensed (not sold) to you

13.1.3            you have no rights in, or to, Animate It or the Documentation other than the right to download, install and use them in accordance with the terms of this Licence;

13.1.4            you have no right to have access to Animate It in source code form.

13.2        The integrity of Animate It is protected by technical protection measures so prevent infringement of intellectual property rights, including copyright, in Animate It. You must not remove, circumvent or attempt to remove or circumvent any such technical protection measures.

13.3        Animate It includes features that allow you to create animations that incorporate content and intellectual property rights belonging to other companies, including Aardman Animations Limited (“Third Party Content“). You agree that in using such Third Party Content you shall not:

13.3.1            do any act which may denigrate the value of or render invalid or weaken or amount to derogatory treatment of or jeopardise the registration or any application for registration of any Third Party Content or in any way detract from the value of the same;

13.3.2            copy, reproduce, adapt, translate or otherwise use any Third Party Content except as explicitly allowed by the normal functionality of Animate It;

13.3.3            apply for registration of or register any copyright or design rights in any Third Party Content or content you create incorporating Third Party Content or register or apply for registration of any trade mark or domain name which consists of, or comprises, or is confusingly similar to, any Third Party Content;

13.3.4            create or produce any work or material defamatory of the Third Party Content owner;

13.3.5            harm, misuse or bring into disrepute any Third Party Content or owner of the same and shall not challenge or permit the challenge of the validity of any registration of or right in any Third Party Content.

14            Warranty

14.1        We warrant that:

14.1.1            Animate It will, when properly used in accordance with this Licence, perform substantially in accordance with the functions described in the Documentation, and the Documentation correctly describes the operation of Animate it in all material respects; and

14.1.2            We have tested Animate It for viruses using commercially available virus-checking software, consistent with current industry practice.

14.2        You acknowledge Animate It has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of Animate It as described in the Documentation meet your requirements.

14.3        You acknowledge that Animate It may not be free of bugs or errors and you agree the existence of any minor errors shall not be a breach of this Licence.

14.4        If you notify us of any defect or fault in Animate It in consequence of which it fails to perform substantially in accordance with the Documentation, and such defect or fault does not result from you having amended Animate It or used it in contravention of the terms of this Licence, we will, at our sole option, repair or replace Animate It, provided that you make available all information that may be necessary to assist us in resolving the defect or fault, including sufficient information to enable us to recreate the defect or fault.

15            Our liability

15.1        This paragraph sets out our entire financial liability to you in respect of any breach of this Licence or any other claim arising under or in connection with this Licence.

15.2        Nothing in this Licence shall limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; (c) breach of certain terms implied by section 12 of the Sale of Goods Act 1979; (d) breach of section 2 of the Consumer Protection Act 1987; or (e) the deliberate default or wilful misconduct of our employees, agents or subcontractors.

15.3        Subject to paragraph 15.2, our maximum liability to you under or in connection with this Licence shall in all circumstances be limited to a sum equal to the price you paid for Animate It.

15.4        You agree that the exclusions and limits of liability referred to in this paragraph 15 are reasonable taking account of: (a) the price we charge for Animate It; (b) the fact you are only permitted to use Animate It for personal, non-commercial use; and (c) the fact you were able to download a free trial version of Animate It prior to paying for the full version.

15.5        If you do not understand anything in this paragraph 15, or need more information about what the laws referred to say, please contact us. Depending on your question we may suggest you should take independent legal advice or contact a consumer advice body.

15.6        This Licence explains the full extent of our obligations and liabilities in respect of the supply of Animate It and the Documentation.

16            Miscellaneous

16.1        Variation We may change the terms of this Licence at any time. Unless we are required by a court or other competent authority to change these terms immediately, we will give you fourteen (14) days notice by e-mail of any change which reduces or limits any of your rights or imposes extra responsibilities on you. For changes which increase or extend your rights or impose extra responsibilities on us we will not normally give you notice and such changes will apply immediately. If you do not agree to any changes to this Licence you should notify us immediately, stop using Animate It and delete it from your computer.

16.2        Transfer of rights and obligations This Licence is binding on you and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of his rights or obligations arising under it, at any time during.

16.3        Waiver If we fail to insist on strict performance of any of your obligations under this Licence or fail to exercise any rights or remedies we are entitled to, that shall not be a waiver of those rights or remedies and shall not relieve you from compliance.

16.4        Severability If a competent authority (such as a court) finds any term of this Licence to be invalid, unlawful or unenforceable to any extent, it will to that extent be severed from the remaining terms, and the remaining terms will continue to be valid.

16.5        Entire agreement This Licence and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between us, relating to the licensing of Animate It and Documentation. Nothing in this clause shall limit or exclude any liability for fraud.

Please note that to use the Animate It website operated by Aardman Animations Limited you will have to agree to the website terms of use and privacy policy specified on that website.

16.6        Third party rights Aardman Animations Limited shall be entitled to enforce paragraph 13 of this Licence under the Contracts (Rights of Third Parties) Act 1999, but nothing in this Agreement shall otherwise confer any right on any person under that Act.

16.7        Law and jurisdiction This Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and each party agrees that any dispute arising out of it shall be submitted to the non-exclusive jurisdiction of the English courts.

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