These Terms of Service (“Agreement” or “Terms of Use”) are a legally binding agreement between you and Anifie, Inc. (“we,” “us,” “our”). You acknowledge and agree that your use of our metaverse and website (together or individually, the “Metaverse”) will be governed by this Agreement. If you are signing up for the Metaverse on behalf of a company (an “Enterprise Customer”), you represent that you are duly authorized to represent such company and accept this Agreement on behalf of such company. To the extent that your use of the Metaverse is subject to an Enterprise Customer agreement, such Enterprise Customer agreement, including any addendum thereto, will prevail over any conflicting provision in this Agreement.

2. PRIVACY POLICY

Our Privacy Policy describes how we handle the personal and business information you provide to us when you register for our Metaverse. You understand that through your use of our Metaverse, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the US, and/or other countries for storage, processing and use by Anifie, Inc. and our affiliates.

3. ELIGIBILITY & ACCESS RESTRICTIONS

To be eligible to use our Metaverse, you must meet the following criteria and represent and warrant that you: (1) are at least 18 years of age; (2) are not currently restricted from accessing our Metaverse, or not otherwise prohibited from having an account; (3) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (4) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (5) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Metaverse.

4. SERVICE LICENSE

Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Metaverse strictly in accordance with this Agreement pursuant to the description in Exhibit A of this Agreement.
You will not use, copy, adapt, modify, prepare derivative works based upon our Metaverse, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit our Metaverse, except as expressly permitted in this Agreement.
You are solely responsible for maintaining the confidentiality of your account and password, including any application programming interface (“API”) key provided to you by Anifie, and you accept responsibility for all activities that occur under your account and API key. If you believe that your account is no longer secure or that someone has used your API key without your permission, then you must immediately notify us at info@anifie.com.
When accessing our Metaverse, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs, and other fees that might apply.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR METAVERSE. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO ANIFIE, INC. FOR THE ABILITY TO ACCESS OR USE OUR METAVERSE.

5. ACCESS AND SERVICE RESTRICTIONS

You agree that our Metaverse, including but not limited to the graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Anifie, Inc. and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Metaverse or in any manner that is inconsistent with the terms contained in this Agreement.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Metaverse in any manner, except as expressly permitted in this Agreement, and you will not exploit our Metaverse in any unauthorized way whatsoever, including but not limited to, using our Metaverse to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity. You further agree not to use our Metaverse in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using our Metaverse.

6. RESERVATION OF RIGHTS

You acknowledge and agree that our Metaverse is provided for your use. Except to the extent necessary to access and use our Metaverse, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Metaverse, whether expressly, by implication, estoppel, or otherwise. Anifie, Inc, and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Metaverse, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

7.FEES

To the extent the Metaverse or any portion thereof are made available for any fee, you agree to pay all applicable fees (including any minimum subscription fees) as set forth in our agreement with you. All fees payable by you are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) (“Additional Charges”), and you agree to bear and be responsible for the payment of all such Additional Charges, excluding taxes based upon Anifie’s net income.

8. ACCESS RIGHTS

When using our Metaverse, you are required to provide us with registration information including personal information. You agree that we have the right to disable your access and use rights, at any time if, in our opinion, you have violated any provision of this Agreement and/or our Privacy Policy. You agree to cooperate with us if the security of our Metaverse is compromised by you or another person through the use of our Metaverse. We will not be liable for any loss or damage arising from your failure to comply with this Section 8.
We may collect personal and business information (as set forth in our Privacy Policy), which we need, from you when you register to use our Metaverse. This information is necessary for us to provide our Services to you and is stored on our servers to enable us to continue to provide our Services to you.

9. USER DO’S AND DON’T’S

As a condition to access and use our Metaverse, you agree to this Agreement and to strictly observe the following Do’s and Don’ts:
a. Do’s

1. i. Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
2. ii. Provide accurate information to Anifie, Inc. and update from time to time as may be necessary;
3. iii. Review our Privacy Policy; and
4. iv. Review and comply with notices sent by Anifie, Inc., if any, concerning Metaverse.

1. i. Duplicate, license, sublicense, distribute, perform, sell, or transfer our Metaverse (excluding any user content);
2. ii. Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide our Metaverse, or any part thereof;
3. iii. Attempt to or actually override any security component included in or underlying our Metaverse;
4. iv. Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
5. v. Remove any copyright, trademark or other proprietary rights notices contained in or on our Metaverse, including those of both Anifie, Inc. or any of our licensors; or
6. vi. Use any information obtained from our Metaverse to harass, abuse or harm another User.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold Anifie, Inc. and our officers, employees, managers, directors, customers, and agents (the “Indemnitees”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Anifie, Inc. and our Indemnitees arising from any of the following: (i) a breach of this Agreement; or (ii) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.

11. DISCLAIMERS

Your access to and use of our Metaverse, or any content are at your own risk. You understand and agree that our Metaverse are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Metaverse or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Metaverse or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Metaverse; and (iv) whether our Metaverse will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Metaverse, will create any warranty or representation not expressly made herein.

12. LIMITATION OF LIABILITY

You acknowledge and agree that, in no event will Anifie, Inc. be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use, our Metaverse, including, without limitation, any information made available through our Metaverse pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Metaverse. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Anifie, Inc. may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Anifie, Inc.’s liability will be the minimum permitted under applicable law.

13. TERMINATION

You may terminate this binding legal Agreement with Anifie, Inc. by ceasing to use the Metaverse.

We reserve the right to suspend or terminate your account or cease providing you with access to all or part of our Metaverse at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated this Agreement or our Privacy Policy, or (ii) you create risk or possible legal exposure for Anifie, Inc.. We will make reasonable efforts to notify you of such termination by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, this Agreement shall terminate, including, without limitation, your license to use our Metaverse.

All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.

14. COPYRIGHT INFRINGEMENT/DMCA NOTICE

If you believe that any content on our Metaverse violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown Notice”)) must be provided to our designated Copyright Agent.

• ● Your physical or electronic signature;
• ● Identification of the copyrighted work(s) that you claim to have been infringed;
• ● Identification of the material on our Metaverse that you claim is infringing and that you request us to remove;
• ● Sufficient information to permit us to locate such material;
• ● Your address, telephone number, and email address;
• ● A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• ● A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Our Copyright Agent to receive DMCA Takedown Notices is Yohei Iwasaki, info@anifie.com, at Anifie, Inc., Attn: DMCA Notice, 2151 Michelson Dr, Suite 200, Irvine, CA 92612-1311. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Anifie, Inc. in connection with the written notification and allegation of copyright infringement.

15. ASSIGNMENT

This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

16. ANTI-BRIBERY AND EXPORT COMPLIANCE

You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Metaverse in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Metaverse to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.

17. MODIFICATIONS

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications on our Metaverse by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of our Metaverse shall constitute your consent to such changes.

18. RELATIONSHIP OF PARTIES

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Anifie, Inc. to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Anifie, Inc.

19. GOVERNING LAW

This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles.  Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, California for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 20.

20. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH ANIFIE, INC. AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

a. Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, will be determined by arbitration in the State of California before one arbitrator. The arbitration will be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Judgment on the Award may be entered in any court having jurisdiction. ANY ARBITRATION UNDER THESE TERMS of USEAND CONDITIONS WILL TAKE PLACE ON AN INDIVIDUAL BASIS. THE PARTIES AGREE THAT THEY ARE WAIVING THEIR RIGHT TO PARTICIPATE IN CLASS ACTION. This Section will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

b. Opt-Out Right

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION 22 BY WRITING TO: ANIFIE, INC., RE: OPT-OUT, 151 MICHELSON DR, SUITE 200, IRVINE, CA 92612-1311. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 20.

21. MISCELLANEOUS

This Agreement along with our Privacy Policy constitute the entire agreement between you and Anifie, Inc. and supersedes any prior agreements between you and Anifie, Inc. with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in this provision, and the other provisions of this Agreement to remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Metaverse or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Anifie, Inc. shall be given by certified mail, postage prepaid and return receipt requested to Anifie, Inc. at 2151 Michelson Dr, Suite 200, Irvine, CA 92612-1311. Any notices to you shall be provided to you through our Metaverse or given to you via the email address or physical address you provide to Anifie, Inc. during the registration process.