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KOOLI WEBSITE TERMS OF USE

Updated on January 23, 2016

Thank you for using Kooli’s products and services. We would like to welcome you and tell you the terms governing your use of our products and services. Please read these Kooli Website Terms of Use (the “Agreement”) carefully. The Agreement may change from time to time, so please check our website at www.kooli.tv often to review the latest version.

The Agreement governs your access to and use of www.kooliv.tv and all other websites operated by KOOLi Inc., a Delaware corporation, and its subsidiaries and affiliates (“we,” “us,” or “our”) that incorporate or link to this Agreement (the “Websites”), unless other terms and conditions expressly govern. Your use of the Websites are subject to this Agreement even if you don’t have an account with us and don’t use any of our other products and services. If you don’t agree to be bound by the terms of this Agreement, please do not use the Websites. To the extent you use the Websites, you are agreeing to use them subject to the terms and conditions of this Agreement.

We offer video streaming, digital products, and other related products and services (“VOD Services”) through our WooriKooli W Streaming Media Player (the “Device”). The terms governing your use of the VOD Services and the Device are set forth in separate Video Streaming Service Terms of Use and WooriKooli W Streaming Media Player Terms of Use, which are available on our website at www.kooli.tv. Your use of the Websites, VOD Services, the Device, and related products and services offered by us are subject to our Privacy Policy, which is also available on our website. 

1. Use of the Websites.

1.1 General. We maintain the Websites for your personal entertainment, information, education, and communication. Please feel free to browse the Websites. You may use the Websites for non-commercial, personal use only. You may not distribute, modify, transmit, reuse, re-post, or use the content of the Websites for public or commercial purposes, including the text, images, audio and video without our written permission.

1.2 Copyright. You should assume that everything you see or read on the Websites is copyrighted material unless otherwise noted, and may not be used except as provided in this Agreement or in the text on the Websites without our written permission. We neither warrant nor represent that your use of materials displayed on the Websites will not infringe rights of third parties not owned by or affiliated with us.

1.3 Accuracy. While we use reasonable efforts to include accurate and up-to-date information in the Websites, we make no warranties or representations as to its accuracy. Notwithstanding the foregoing, we assume no liability or responsibility for any errors or omissions in the content of the Websites.

1.4 Images. Images of people or places displayed on the Websites are either our property or used by us with permission from applicable third party. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by this Agreement or specific permission provided elsewhere on the Websites. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

1.5 Trademarks. The trademarks, logos, and service marks (collectively, the “Trademarks”) displayed on the Websites are registered and unregistered Trademarks belonging to us and others. Nothing contained on the Websites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Websites without our written permission or such third party that may own the Trademarks displayed on the Websites. Your misuse of the Trademarks displayed on the Websites, or any other content on the Websites, except as provided in this Agreement, is strictly prohibited. You are also advised that we will aggressively enforce our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

1.6 Linked websites. We have not reviewed all of the websites linked to the Websites and are not responsible for the content of any off-site pages or any other sites linked to the Websites. Your linking to any other off-site pages or other sites is at your own risk.

1.7 No duty to review. Although we may from time to time monitor or review postings, transmissions, and the like on the Websites, we are under no obligation to do so and assume no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information within such locations on the Websites. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials. We are free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Websites for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing.

2. User content.

2.1 Submission. We may be permitted to comment on and engage in discussions regarding our products and services on the Websites. Any content, information, graphics, audio, images, and links you submit through the Websites in connection with the foregoing are referred to as “User Content” in this Agreement and are subject to the provisions set forth below.

2.2 Cautions regarding other users and user content. You understand and agree that User Content includes information, views, opinions, and recommendations of many individuals and organizations and is designed to help you gather the information you need to help you make your own decisions. Please note that you are responsible for your own decisions and for properly analyzing and verifying any information. We do not routinely screen, edit, or review User Content. However, we reserve the right to monitor or remove any User Content from the Websites at any time without notice. 

2.3 Grant of rights and representations by you. If you upload, post or submit any User Content on the Websites, you represent to us that you have all of the necessary legal rights to upload, post or submit such User Content and it will not violate any law or the rights of any person. You agree that upon uploading, posting or submitting information on the Websites, you grant us and our successors, licensees, and transferees a non-exclusive, transferable, worldwide, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable right and license to use, distribute, publicly perform, display, translate, adapt reproduce, and create derivative works from your User Content in any and all media or technology, now known or later developed, in any manner, in whole or part, with or without attribution, without any duty to compensate you.

You waive all moral rights you may have in any User Content. You agree that we may modify or alter your User Content without seeking further permission from you. You also grant us the right to authorize the use of User Content, or any portion thereof, by our partners, affiliates, customers and other users in accordance with the terms and conditions of this Agreement, including the rights to feature your User Content specifically on the Websites. You agree that you are financially responsible for any claim against us arising from any User Content you create.

2.4 Removal of user content. We may also remove any User Content for any reason and without notice to you. This includes all materials related to your use of the Websites or membership, including email accounts, postings, profiles or other personalized information you have created while on the Websites.

3. Account and registration.
In connection with your use of, subscription to, and registration for the Device and the VOD Services or otherwise, you may open an account through the Websites. When you provide information about yourself to us in connection with your account, you agree to (i) provide accurate, current, and complete information about yourself, and not to provide incorrect or fake information and (ii) maintain and promptly update such information to keep it accurate, current, and complete. We have the right to suspend or terminate any account you establish and/or to refuse any or all current or future use of our products and services if you provide any such information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete,.

4. Purchase.
You may provide to us certain personal and financial information, including your credit card number or other payment account number, your billing address, and your shipping information (“Personal Financial Information”) when you purchase our or our partners’ products or services. By making a purchase through the Websites, you represent that you are (i) at least 18 years old and (ii) have the legal right to use the payment method you provide. You authorize the use and disclosure of your Personal Financial Information in accordance with our Privacy Policy, including, but not limited to, providing such information to third parties for the purposes of order fulfillment and payment processing. You also understand and acknowledge that we may use a third-party payment processor to process credit card payments on our behalf, and when you supply Personal Financial Information in connection with a purchase, you agree that we are not responsible for the security of such information when it is in the control of the third-party payment processor. When you place an order for any product or service through the Websites, you represent that the products and/or services ordered will be used only in a lawful manner. If you make a purchase on the Websites, you agree to pay all charges that may be incurred by you or on your behalf, including, without limitation, all shipping and handling charges and applicable taxes. We reserve the right, with or without notice, (i) to limit the products and services available for sale on the Websites, (ii) to refuse to transact with you for any reason, and (iii) to impose conditions on your attempt to use a coupon, discount offer, or promotion code.

5. Other important terms.

5.1 Changes to the Agreement. We may change the terms of this Agreement at any time for many reasons. We may, but are not required to, notify you of any significant change in writing or electronically (including, without limitation, by email or by posting a notice on our website at www.kooli.tv that the terms have been “updated”). The changes also will appear in this document, which you can access at any time by going to the applicable link on our website at www.kooli.tv. By using our products and services after changes are made to this Agreement you signify that you agree to be bound by such changes.

5.2 Privacy and your account. Registration data and other information about you are subject to our Privacy Policy posted on our website at www.kooli.tv. Your information may be stored and processed in the United States or any other country where we have facilities, and by using our products and services, you consent to the transfer of information outside of the United States. If you access our products and services using a user name and a password, you are solely responsible for maintaining the confidentiality of your user name and password. If you provide someone else with access to your user name and password to our service, they will have the ability to view information about your account and make changes through the website for our service. You agree to notify us promptly if you change your billing and delivery addresses and email address so we can continue to contact you and send any notices required hereunder. If you fail to notify us promptly of a change, then any notice we send to your old address will be deemed sufficient notice.

5.3 Arbitration. You acknowledge that any statutory or common law claims related to intellectual property may require forms of equitable relief that are best administered by courts. You agree that except for statutory or common law claims related to intellectual property and disputes that qualify for small claims court, any controversy or claim arising out of or relating to this Agreement or any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in Orange County in the State of California. For more information about arbitration, the AAA and the arbitration process, please consult the American Arbitration Association web site at adr.org. You agree that by entering into this Agreement, you and we are each waiving the right to trial by jury, except as otherwise stated above. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and, by entering into this Agreement, you are giving up the ability to participate in a class action. All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision are for the court to decide. As stated below, California law applies to any arbitration under this section, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This agreement to arbitrate will survive termination of this Agreement. 

5.4 Governing law. This Agreement will be governed by and construed in accordance with the laws of California excluding that body of laws known as conflicts of law. 

5.5 Equitable relief. You acknowledge that your breach or threatened breach of this Agreement will result in irreparable harm for which damages would not be an adequate remedy. Accordingly, you acknowledge that in addition to our rights and remedies otherwise available at law, we are entitled to seek immediate equitable relief.

5.6 No warranty. YOU ACKNOWLEDGE AND AGREE THAT OUR PRODUCTS AND SERVICES ARE PROVIDED TO YOU ON AN AS IS AND AS AVAILABLE BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND; PROVIDED THAT KOOLI’S HARDWARE PRODUCTS MAY BE PROVIDED WITH CERTAIN LIMITED WARRANTY SET FORTH IN A WARRANTY CARD/STATEMENT ACCOMPANYING SUCH PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO OUR PRODUCTS AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR ELSEWHERE WILL CREATE ANY WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF OUR PRODUCTS AND SERVICES AND ANY THIRD PARTY FUNCTIONS PERFORMED BY OR ACCESSED THROUGH OUR PRODUCTS AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF OUR PRODUCTS AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR FUNCTIONS PERFORMED OR PROVIDED BY, THOSE PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF OUR PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SERVICE OR PRODUCTS WILL BE CORRECTED, OR THAT THE PRODUCTS AND SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY PRODUCTS, APPLICATIONS OR SERVICE. YOU FURTHER ACKNOWLEDGE THAT OUR PRODUCTS AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY OUR PRODUCTS OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. 

5.7 No Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE OUR PRODUCTS OR SERVICES OR ANY THIRD PARTY PRODUCTS OR SERVICES IN CONJUNCTION WITH OUR PRODUCTS OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE LESSER OF (I) $100 AND (II) THE TOTAL AMOUNT YOU HAVE PAID TO US FOR OUR PRODUCTS AND SERVICES. YOU AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

5.8 Indemnification. You agree to defend, indemnify and hold harmless us, our licensors, suppliers and any third-party content providers and their respective directors, officers, employees and agents from and against all claims, losses, expenses, damages and costs, including attorney’s fees, arising out of or resulting from (i) your violation of any applicable law or regulation, (ii) your violation of this Agreement, including any breach of your representations, warranties, and covenants herein, and/ or (iii) any activity related to your product/account or use of our products and services (including negligent or wrongful conduct) by you or any other person accessing our products and services through your product/account. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us or our affiliates, and you will cooperate with our defense of those claims.

5.9 DMCA provision. If you are a copyright owner or an agent thereof and believe that any content on our products and services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our DMCA Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works in our products and services;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to our DMCA Designated Agent at the address below:

KOOLi, Inc.
Attention: DMCA Designated Agent
10 Corporate Park, Suite 330
Irvine, California 92606
Fax: 949.679.6540
E-mail: dmca@kooli.tv

For clarity, only DMCA notices should be sent to our DMCA Designated Agent.

5.10 Severability; waiver. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

5.11 Customer support; contact. If you need assistance with anything, please contact us by mail, electronic mail, or facsimile at the address below. 

KOOLi, Inc.
Attention: Customer Support
2082 Business Center Dr. Suite 257
Irvine, California 92612
E-mail: support@kooli.tv

5.12 Compliance with law; government end users. You agree to comply with all applicable laws and regulations in connection with your use of our products and services. In particular, you agree to comply fully with all relevant export laws and regulations, to ensure that neither our service nor any related product are: (a) exported or re-exported directly or indirectly in violation of any export law, or (b) used for any purposes prohibited by any export law, including but not limited to nuclear, chemical, or biological weapons proliferation. If you are a U.S. government end user, we are licensing our software to you as a “commercial item” as that term is defined in the U.S. Code of Federal Regulations at 48 C.F.R. section 2.101, and our software is being licensed to you only as commercial items and with only those rights as are granted to all other end users under the applicable agreement.

5.13 Termination; survival. We can terminate your right to use our products and services at any time if we determine, in our sole and absolute discretion, that you have breached any provision of this Agreement or any applicable law, have misused our products and/or services, or have used our products and/or services in a manner that is harmful to our interests or any other user. All provisions of this Agreement which by their specific terms or by necessary implication are to survive the expiration or termination of this Agreement will so survive.

5.14 Assignment. We may transfer our rights and obligations under this Agreement to another entity or person. However, you may transfer your rights and delegate your obligations under this Agreement only with our written consent. As this Agreement is between you and us, no third party (including any person whom you permit to use our products and services) will have any right under this Agreement. 

5.15 Waiver. If we do not demand that you perform any of your obligations under this Agreement or if we do not enforce our rights against you, this inaction does not mean that we are waiving our rights against you. If we waive a breach of this Agreement in our sole discretion, we will do no only in writing, and any waiver does not mean that we will waive any later default by you.

5.16 Notices from us. If we need to contact you about your product or account, you consent and agree to receive our notices by electronic mail and agree that such electronic notices will satisfy any legal communication requirements.

5.17 Intellectual Property. Kooli, WooriKooli, the Kooli logo, the WooriKooli logo, and other Kooli marks, graphics, logs, scripts, and sounds are our trademarks. You may not copy, download, or exploit any of our trademarks. Our products and services, including all content provided on our video streaming service, are protected by copyright, trade secret or other intellectual property laws and treaties.

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We appreciate your reading this Agreement carefully. If you have any questions or comments about the Agreement, please feel free to contact us at support@kooli.tv. We hope that you will enjoy Kooli’s products and services and have a great experience. Welcome to Kooli!