Terms and Conditions - Toonit

EFFECTIVE DATE: JANUARY 21, 2022

THIS TERMS AND CONDITIONS OF SERVICE AGREEMENT (“AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU (“YOU,” “YOUR” OR “YOURSELF”) AND TOONIT, INC. (“OUR,” “US,” “WE” OR “TOONIT”), A KOREAN CORPORATION, WHICH GOVERNS YOUR USE OF OUR WEBSITE, APPS, APIs AND WIDGETS, TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US (COLLECTIVELY, THE “SERVICES”).

PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICES. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICES, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE (1) TERMS AND CONDITIONS, (2) PRIVACY POLICY, AND (3) UPLOADING GUIDELINES.

THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 13 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 13 YEARS OLD. EXCEPT FOR USERS WHO RESIDE IN SOUTH KOREA, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, REGARDLESS OF YOUR RESIDENCY AND THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CHOICE OF LAW. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT WILL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION. PLEASE DISCONTINUE USING THE SERVICES IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE AND OUR PRIVACY POLICY.

TOONIT MAY AT ANY TIME AMEND THIS AGREEMENT, AND IF WE DO, WE WILL NOTIFY YOU BY REVISING THE DATE AT THE TOP OF THE AGREEMENT, AND IN SOME CASES, WE MAY PROVIDE YOU WITH ADDITIONAL NOTICE. YOU SHOULD REGULARLY REVIEW THE MOST UP-TO-DATE VERSION OF THIS AGREEMENT ON OUR WEBSITE. UNLESS OTHERWISE NOTES, THE AMENDED AGREEMENT WILL BE EFFECTIVE IMMEDIATELY, AND YOUR CONTINUED USE OF OUR SERVICE WILL CONFIRM YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO THE AMENDED AGREEMENT, YOU MUST STOP USING OUR SERVICES.

1. ACCESS TO THE SERVICES


1.1 You may use the Services only if you can legally form a binding contract with TOONIT, and only in compliance with this Agreement and all applicable laws.

1.2 When you create your TOONIT account, you must provide us with accurate and complete information. Any use or access by anyone under the age of 13 is not allowed.

1.3 Using TOONIT may include downloading software to your computer, phone, tablet, or other device. You agree that we may automatically update that software, and these Terms will apply to any updates.

1.4 Subject to certain limitations as described herein, you are granted the right to access text, files, images, artworks, illustrations, photos, video, templates, sounds, musical works, works of authorship, applications, or any other materials provided on the Services (collectively, “Toonit Content”) under certain terms and conditions as set forth in this Agreement.

1.5 In order to use the Services, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such a connection to the Internet and to be able to access the Toonit Content. Download and use of software content may be subject to an additional license agreement.

2. ACCOUNT REGISTRATION


2.1 In order to access or use of our Services, you may be required to create a TOONIT account (“Account”) and become a “Registered User” of the Services. During the registration process You will be required to provide certain information and establish a username and a password. You agree to provide accurate, current and complete information during the registration process and at other times when You use the Services and to update such information to keep it accurate, current and complete.

2.2 TOONIT reserves the right to refuse to keep Accounts for, or provide Services to, any individual, if we have a valid reason thereto. TOONIT also reserves the right to suspend or terminate your Account, after sufficient notice, if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete.

2.3 You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions.

2.4 You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Services cannot be guaranteed.

3. AUTOMATIC RENEWAL TERMS


3.1 The subscription fee (if you select one of the paid subscriptions) and any other applicable charges (ex. When you buy TOONIT coins or items we sell), including taxes, transaction fees or other charges (collectively, “Fee”) will be charged to your payment method on the billing date indicated on your receipt and/or in your account settings. The Fee will be stated in your account settings when you sign up or modify your account.

3.2 Your subscription will continue and automatically renew for the applicable subscription term you selected when signing up for or modifying your account (e.g., monthly, annually or, if applicable, some other term) unless cancelled in accordance with Section 4.

3.3 TOONIT will charge the Fee to your payment method upon the date you authorize the payment of the Fee and recurring based on your paid subscription term (monthly, annually, or, if applicable, some other period). You will be asked to authorize, and by accepting these terms you hereby expressly authorize, TOONIT to make such charges to your payment method.

4. CANCELLATION AND TERMINATION


4.1 Your subscription will continue unless and until you cancel it or TOONIT terminates, cancels, suspends or disables it. You may cancel your subscription any time at least twenty-four (24) hours before your renewal and avoid billing of the next period’s Fee to your chosen payment method. Your cancellation will be effective as of the last day of the period for which you paid a Fee. You may continue to use the subscription until your cancellation is effective and no refund will be issued unless required by applicable law.

4.3 TOONIT may, at its sole discretion, terminate or suspend your subscription and/or account for failure to timely pay any Fee (upon reasonable notice to you) or to provide accurate information, any breach of this Agreement (or any other terms or policies incorporated herein) or any abusive or fraudulent conduct towards any our employees.

5. BILLING


5.1 If any Fee is not paid in a timely manner, or TOONIT is unable to process your transaction using the credit card information provided, TOONIT reserves the right to suspend, disable, cancel or terminate your access to your subscription. You will be responsible for paying all past due amounts even if your account is suspended, disabled, cancelled or terminated for nonpayment or for otherwise violating this Agreement or other applicable laws.

5.2 If your payment details change, your card provider may provide us with updated card information. TOONIT may use this new information in order to help prevent any interruption to the Services. If you want to use a different payment method or if there is a change in payment method, you must update your billing information.

5.3 TOONIT may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may purchase.

5.4 Your account may be deactivated without further notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your Services account.

5.5 You agree to pay TOONIT all reasonable attorney’s fees and costs incurred by TOONIT to collect any past due amounts.

5.6 TOONIT reserves the right, at any time, to change its Fee and billing methods, including the addition of supplemental fees or separate charges for content, or Services provided by TOONIT. If any such change is unacceptable to you, you may cancel your subscription to the Services, as provided in Section 4. Your continued use of the Services following the effective date of a change to such Fee and billing methods shall constitute your acceptance of such change.

5.7 Any Fee may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

5.8 We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

6. INTELLECTUAL PROPERTY RIGHTS


6.1 By using the Services, you acknowledge and agree that you have no right to provide any files obtained through the Services to any other party or through any other means. You agree that you will not duplicate or otherwise reproduce the Toonit Content, or any portion thereof, onto any physical medium, memory or device now known or hereinafter devised. In addition, you agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any Content protection methods.

6.2 Except as expressly stated in Section 7 (“User Generated Content”), the Toonit Content available through the Services is the sole property of TOONIT and is protected by copyright and other intellectual property laws. Toonit Content received through the Services may be accessed for your personal, non-commercial use only. Without limiting the foregoing, this means that you may not use the Toonit Content for classroom purposes, except when permitted by TOONIT.

6.3 You acknowledge that TOONIT retains exclusive ownership of the Services and all intellectual property rights associated therewith. The Services contain proprietary and confidential information that is protected by copyright laws and international treaty provisions. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Services or the Toonit Content, and TOONIT reserves all rights not expressly granted hereunder. You may not copy, reproduce, transfer or access (except as expressly authorized by this Agreement), re-license, reverse engineer, decompile, disassemble, translate, publish, transmit, distribute, display, broadcast, re-broadcast, redistribute, modify, create derivative works from, capture or store in any physical media, market, rent, sell, lease, sublicense, or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, the Services or any related software.

6.4 You shall promptly notify TOONIT in writing to privacy@toonit.com upon your discovery of any unauthorized use or infringement of the Services or the Toonit Content or TOONIT’s patent, copyright, trade secret, trademarks or other intellectual property rights. Except as expressly provided for herein, any copy or use of any portion of the Services shall constitute an act of copyright infringement and a breach of this Agreement. Furthermore, TOONIT may, at its sole discretion, pursue any other available rights or remedies at law or in equity for a violation of this Agreement or such copyright infringement.

6.5 If you believe that your User Generated Content (defined below) has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please contact us at admin@toonit.kr immediately with the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the site;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

7. USER GENERATED CONTENT


7.1 The Services may, but is not obligated to, offer interactive features that allow you to, among other things, create your own content (“User Generated Content”) and submit the User Generated Content to TOONIT. “User Generated Content” in this Agreement means webcomics content originally and solely created by a Registered User.

7.2 If you are a Registered User, you represent and agree that any use by you of such features, including any User Generated Content which is created and submitted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. You also agree to provide accurate and complete information in connection with your submission of any User Generated Content on the Services.

7.3 TOONIT will not claim any ownership rights in User Generated Content that you submit, through or in connection with the Services, except for the Toonit Content. After posting your User Generated Content on, through or in connection with the Services, you continue to retain any such rights that you may have in your User Generated Content, subject to the limited license herein.

7.4 By submitting or posting any User Generated Content on, through or in connection with the Services, you hereby grant to TOONIT a license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such User Generated Content solely on, through or in connection with the Services, including, without limitation, through the Services to applications, websites or mobile app, desktop, including, without limitation, distributing part or all of the Services and any User Generated Content included therein, in any media formats and through any media channels, including without limitation, third party social media and streaming platforms, and shall constitute a waiver of any rights, “moral rights,” or any similar rights under any jurisdiction.

7.5 The license you grant to TOONIT is non-exclusive, fully-paid and royalty-free (meaning that TOONIT is not required to pay you or anyone else deriving rights from you for the use on the Services of the User Generated Content that you submit), sublicensable (meaning that TOONIT is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the Services), perpetual (meaning that no termination of this Agreement will affect the license granted by you), and worldwide.

7.6 TOONIT reserves the right not to post or publish any User Generated Content, and to delete, remove or edit any User Generated Content, at any time in its sole discretion without notice or liability. Without limiting the foregoing, User Generated Content which is not playable, downloadable and/or displayable in websites or mobile app, or which is posted primarily for the purpose of promoting another website or service, may be removed in our sole discretion and without notice or liability.

7.7 TOONIT does not review all User Generated Content uploaded to the Services, but we may use available technologies, vendors, or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted outside of the adult wall).

7.8 You have no obligation to provide TOONIT with ideas, suggestions, proposals, or bug or crash reports (“Feedback”). If you submit Feedback to TOONIT, however, then you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.

8. SHARING OF PROFIT FROM MONETIZATION EVENT


8.1 If you intend to use your User Generated Content commercially without entering into a Monetization Agreement with TOONIT, you shall notify us in writing in advance and you shall obtain our consent regarding the use of Toonit Content included in your User Generated Content. If you use your User Generated Content commercially without our consent, TOONIT may restrict you from using the Services and you may be held legally liable for infringement of our intellectual property rights in Toonit Content.

8.2 You also agree that TOONIT, at our sole discretion, may monetize your User Generated Content to the third party outside of the Services for purposes of, including but not limited, serial publication, film production, using your User Generated Content characters in marketing, making and selling goods, etc. You hereby grant TOONIT the authority to negotiate terms on your behalf with the third party to make a commercial profit from your User Generated Content. TOONIT will use all commercially reasonable efforts to promote your User Generated Content and maximize profit from it.

8.2 In the event of any Monetization Event, TOONIT shall be entitled to be shared the Profits earned for the Monetization Event in accordance with terms and conditions of a separate Monetization Agreement.

8.3 “Monetization Agreement” means an agreement that stipulates the terms and conditions for jointly promoting commercialization of User Generated Content between a Registered User and TOONIT. “Monetization Event” means (i) any transfer of any intellectual property of User Generated Content, (ii) any assertion of any rights related to the intellectual property of User Generated Content, or (iii) any granting of a license to use the intellectual property of User Generated Content to the third party other than TOONIT. “Profits” are deemed to be calculated by the total revenue (e.g., total amount of license fee or sale price) less any expenses by TOONIT paid on behalf of you in furtherance of the monetization.

9. USER RESTRICTIONS


9.1 You may not use the Services to upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Services, that: (i) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (ii) violates any law or regulation or the rights of others; (iii) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Services; and/or (iv) infringes any intellectual property, proprietary rights or confidentiality obligations of others.

9.2 You may not use the Services to: (i) attempt to or actually disrupt, impair or interfere with, alter or modify the Services or any information, data or materials posted and/or displayed by us or anyone else; (ii) act in a way that affects or reflects negatively on us, the Services, or anyone else; and/or (iii) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent.

9.3 You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Services.

9.4 You are prohibited from violating or attempting to violate the security of the Services, including, without limitation: (i) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of the Services or to breach security or authentication measures, regardless of your motives or intent; (iii) attempting to interfere with or disrupt the Services to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (iv) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability.

9.5 TOONIT has the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

10. DISCLAIMER OF WARRANTIES


YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES, THE TOONIT WEBSITE (WWW.TOONIT.COM) AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICES OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICES ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE.

11. LIMITATION OF LIABILITY


11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOONIT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

11.2 OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THE AGREEMENT IS LIMITED TO US $100.

11.3 In any case that the Section 11.2 above does not apply, TOONIT’s liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of agreement. TOONIT is not liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability will not apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you.

12. INDEMNITY

12.1 You agree to defend, indemnify and hold TOONIT harmless against any losses, expenses, costs or damages (including our reasonable attorneys’ fees, expert fees and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with this Agreement, (b) your use of the Services, and/or (c) the use of the Services by any other person using your Account.

12.2 TOONIT may, at our sole discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. TOONIT reserves the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.

13. GEOGRAPHIC RESTRICTIONS AND DISPUTE RESOLUTION

13.1 TOONIT intends to provide the Services for use by persons located in the United States. We make no claims that the TOONIT Website, or any of the Services is accessible or appropriate outside of the United States. Access to the TOONIT Website or TOONIT Services may not be legal by certain persons or in certain countries. If you access the TOONIT Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

13.2 You agree that all matters relating to the TOONIT Website, and the Agreement, and any dispute or claim arising therefrom will be construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule.

13.3 If you reside in South Korea, you agree that any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the parties’ relationship under it will be subject to the exclusive jurisdiction of Seoul Central District Court in South Korea. In such case, notwithstanding the Section 13.2, the governing law of this Agreement will be the laws of South Korea.

13.4 If you are outside of South Korea, you agree that any legal suit, cause of action or proceeding that may arise out of, or related to this Agreement shall be instituted exclusively in the federal courts or state courts of the State of California, in each case located in the County of Orange, although we retain the right to bring any suit, action, or proceeding against you for breach of the Agreement in your country of residence or any other relevant country. You waive any and all objections to exercise of jurisdiction over you by such courts and to venue in such courts.

14. PRIVACY

14.1 For information about how we collect, use, share, or otherwise process information about you and your use of our websites or mobile apps, please see our Privacy Policy.

14.2 Where permitted by law, we will only access, view, or listen to your User Generated Content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your User Generated Content to (A) respond to Feedback or support requests; (B) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and (C) enforce the Agreement. Our automated systems may analyze your User Generated Content using techniques such as machine learning in order to improve our Services and the user experience.

14.3 You agree not to collect, process, or store any Sensitive Personal Information using the Services. You agree not to transmit, disclose, or make available Sensitive Personal Information to us or our third-party providers. “Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child data protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws.

14.4 We process and store information in the U.S. and other countries. By using our websites, you agree that you authorize TOONIT to transfer your personal information across national borders and to other countries where TOONIT and its partners operate.

15. EXPORT

15.1 You assume all responsibility for compliance with all laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations (“EAR”) and economic sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and those of any other country from which you may access www.TOONIT.com regarding access, use, transfer, release, export, re-export and import of any Toonit Content appearing on or available through TOONIT Website.

15.2 You represent, warrant and covenant that (i) you will not export or import any content or use any content for transactions involving any country, region or government to which export, re-export or transfer is restricted under United States law or any country, region or government subject to an OFAC embargoed (which, for the purposes of these terms, means a country, region or government in respect to which the U.S. has imposed an embargo from time to time, at present which can be found here); (ii) you are not and will not transfer content to a person identified on U.S. or other applicable government restricted party lists with whom transactions are prohibited, including but not limited to OFAC’s Specially Designated Nationals (“SDN”) List or the EAR’s Entity List or Denied Persons List (collectively, “Restricted Parties”), or any person acting on behalf of such party.

16. MISCELLANEOUS

16.1 You shall not use the Services in any manner contrary to local, state or federal law. TOONIT expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your use of Services immediately upon notice of your failure to comply with any such local, state or federal law.

16.2 Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

16.3 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.

16.4 Any rights and licenses granted by this Agreement may not be transferred or assigned by you, but may be assigned by TOONIT without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

16.5 This Agreement, together with our Privacy Policy and any other rules, regulations, procedures and policies which we refer to and which are hereby incorporated herein by this reference, constitutes the entire agreement between you and us with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services.

16.6 Upon the expiration or termination of the Agreement, some or all of the Services may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and dispute resolution provisions will survive.

16.7 Except as expressly permitted in the Agreement, you may not (A) modify, port, adapt, or translate any portion of the Services; or (B) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Services, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Services.

16.8 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

[End of TOONIT General Service Terms and Conditions]