Terms of Service

The "Agreement" refers to these Terms of Service (the "Terms"), our Privacy Policy, and all other operating rules, policies, and procedures that we may publish periodically on the Website.

"Lyoko Studio," "we," and "us" refer to Lyoko Studio Technologies, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

The "Service" refers to the Website and online products provided by Lyoko Studio.

The "Website" refers to Lyoko Studio's website located at lyokostudio.com, all subdomains of lyokostudio.com, and all content, services, and products provided by Lyoko Studio at or through lyokostudio.com and its subdomains.

"User," "you," and "your" refer to the individual person, company, or organization that has visited or is using the Website or Service. A User must be at least 13 years of age.

"Authorized Users" refer to Users and the Lyoko Studio personnel that Users authorize to access our Service.

A "Subscription" is an online order for the Service completed and submitted by you through this Website and accepted by Lyoko Studio.

Pricing is based on the Website pricing as of the Subscription Date. Prices may increase annually to adjust for inflation.

You authorize Lyoko Studio to charge your payment method for services used during the Service Period.

All prepayments are non-refundable. Late payments will incur interest at 1.5% per month.

Pricing changes will be notified in advance. You may terminate if you do not agree to new pricing.

Excluding scheduled maintenance windows, Lyoko Studio will use commercially reasonable efforts to maintain 99.8% availability of the hosted portion of the Service for each month during the term of this Agreement.

If you are under a Paying Plan, Lyoko Studio will provide in-product and email support ("Support"). While no response times are guaranteed, we will use commercially reasonable efforts to respond to support requests within 48 hours.

Subject to this Agreement, Lyoko Studio grants you a nonexclusive, nontransferable, limited right to enable Authorized Users to access and use the Service through the interface and the Website for your internal, business use.

Lyoko Studio will make various application program interfaces (APIs), agents, libraries, and other materials available at the Website or through the Service at its discretion ("Agents"). You acknowledge that:

• The Agents may only be used on systems owned, leased, or primarily operated by you
• The Agents are made available solely to support access and use of the Service
• Certain Agents may include third-party content subject to open source license terms

"Confidential Information" means any information that is proprietary or confidential to the Discloser or that the Discloser is obligated to keep confidential. This excludes information that:

• Was known to the Recipient prior to this Agreement
• Is independently developed by the Recipient
• Is acquired from another source without restriction
• Is or becomes part of the public domain through no fault of the Recipient

"Technology" means all know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, libraries, documentation, products or other technology used by Lyoko Studio in connection with the Service.

The Service and Technology constitute valuable intellectual property rights of Lyoko Studio. No title to or ownership of the Service or Technology is transferred to you or any Authorized User under this Agreement. Lyoko Studio reserves all rights not otherwise expressly granted herein.

You understand and agree that Lyoko Studio will not be liable to you or any third party for any damage, injury, or loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential, or exemplary damages, however arising, that result from:

• The use, disclosure, or display of your Customer Data
• Your use or inability to use the Service
• Any modification, price change, suspension, interruption, cessation of transmission, or discontinuance of the Service
• The Service generally or the software or systems that make the Service available
• Unauthorized access to or alterations of your transmissions or data
• Statements or conduct of any third party on the Service
• Any other user interactions that you input or receive through your use of the Service
• Hacking, tampering, or other unauthorized access or use of the Service or your account(s) or the information contained therein
• Errors, mistakes, or inaccuracies of data
• Personal injury or property damage, of any nature whatsoever, resulting from your and authorized users' access to and use of the Service or support
• Any other matter relating to the Service

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy described in this Agreement is found to have failed of its essential purpose. Lyoko Studio will have no liability for any failure or delay due to matters beyond its reasonable control.

You hereby represent, warrant, and covenant that:

• You or your licensors own all right, title, and interest in and to Customer Data
• You have all rights to Customer Data necessary to grant the rights contemplated by this Agreement
• You have obtained any necessary third-party approvals, including without limitations applicable vendors and licensors, in relation to third-party content to be used by you in connection with the Service or will obtain such approvals prior to such use

Lyoko Studio hereby represents, warrants, and covenants to you that:

• The Service and Technology as delivered to you and used in accordance with this Agreement will not infringe on any intellectual property right or other right of any other person or entity
• Lyoko Studio has all rights in the Service and Technology necessary to grant the rights contemplated by this Agreement

You agree to defend, indemnify, and hold harmless Lyoko Studio and its employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt and expenses arising out of or related to:

• Your or Authorized Users' use of and access to the Service
• Your or an Authorized User's violation of any term of this Agreement
• Your or an Authorized User's violation of any third-party right
• Any claim or damages that arise as a result of any Customer Data
• Any other party's access and use of the Service with provided identifiers and passwords

15.1 Non-Assignability

Lyoko Studio may assign or delegate these Terms of Service and/or the Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent. You may not delegate, assign, or transfer this Agreement or any of its rights and obligations under this Agreement, and any attempt to do so will be void.

15.2 Governing Law

Except to the extent applicable law provides otherwise, this Agreement is governed by the federal laws of the United States and the laws of the State of California, without regard to conflict of law provisions. You and Lyoko Studio agree to submit to the exclusive jurisdiction of the courts located in San Francisco, California.

15.3 Severability and No Waiver

If any part of this Agreement is held invalid, the remainder will remain in full force and effect. Any failure by Lyoko Studio to enforce any provision will not be considered a waiver of the right to enforce it later.

15.4 Complete Agreement

These Terms of Service, together with the Privacy Policy, represent the complete agreement between you and Lyoko Studio and supersede all prior agreements and communications.