KOOLI STREAMING SERVICE TERMS OF USE

Updated on July 11, 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 Streaming Service 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 use of all video streaming, digital products and other related services (the “VOD Services”) offered by KOOLi Inc., a Delaware corporation, and its subsidiaries and affiliates (“we,” “us,” and “our”), unless other terms and conditions expressly govern. If you don’t agree to be bound by the terms of this Agreement, please do not use the VOD Services. To the extent you use the VOD Services, you are agreeing to use the VOD Services subject to the terms and conditions of this Agreement.

We offer the VOD Services through our WooriKooli W Streaming Media Player (the “Device”). The terms governing your use of the Device are set forth in a separate WooriKooli W Streaming Media Player Terms of Use, which is available on our website at www.kooli.tv. Your use of the 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. Access to and use of the VOD Services.

1.1 License. We are granting to you a non-exclusive limited license to use the VOD Services, including accessing and viewing the Content on a streaming-only basis through the Device, for personal, non-commercial purposes solely in the United States and Canada in accordance with all of the terms of this Agreement. Personal and non-commercial use means that the VOD Services are used in your private home or apartment for private viewing by you and your invitees, and such use specifically excludes any presentation of the Content in a public or business place and any presentation for which a fee or consideration of any kind is charged.

1.2 Restrictions. You are not permitted to either directly or indirectly remove, modify, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices placed on the Content (including any digital rights management mechanism) or any content protection or access control measure associated with the Content. You are not permitted to, either directly or indirectly, copy, download, reproduce, distribute, upload, publish, modify, broadcast, perform, display, sell, transmit or retransmit the Content unless we expressly permit in writing. You are not permitted to incorporate the Content into, or stream or retransmit the Content through any hardware or software application or make it available through frames or in-line links unless we expressly consent in writing. Furthermore, you are not permitted to create, recreate, distribute or advertise an index of any significant portion of the Content unless we expressly consent in writing. You are not permitted to build a business using the Content. The Content covered by these restrictions includes any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the Content unless we expressly consent in writing. These prohibitions apply even if you are engaged in an activity for no profit.

1.3 Ownership. You agree that we (and our licensors) own and retain all rights to the VOD Services. You further agree that the Content you access and view as part of the VOD Services is owned or controlled by us and our licensors. The VOD Services and the Content are protected by copyright, trademark, and other intellectual property laws.

1.4 Your obligations. To maintain the VOD Services safe and available for all users, you and other users must use the VOD Services for lawful, non-commercial, and appropriate purposes only. You agree that you will not use the VOD Services in a way that:

- uses technology or other means to access or link to the VOD Services that is not authorized by us (including by removing, disabling or bypassing any content protection or access control mechanisms;
- violates the rights of others, including intellectual property rights such as patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
- involves accessing the VOD Services through any automated means, such as “robots,” “spiders,” or “offline readers”;
- introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- damages, disables, overburdens, impairs, or gains unauthorized access to the VOD Services, including our servers, computer network, or user accounts;
- encourages conduct that would constitute a criminal offense or give rise to civil liability;
- violates this Agreement or any of our guidelines or policies for the VOD Services; or
- interferes with any other user’s use and enjoyment of the VOD Services.

If we determine in our sole discretion that you are violating any provision of this Agreement, we may (i) notify you, and (ii) use technical measures to block or restrict your access or use of the VOD Services. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the VOD Services, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use.

1.5 Suspension/Discontinuation. We reserve the right to change, suspend, or discontinue, temporarily or permanently, some or all of the VOD Services (including the Content and the hardware through which the VOD Services can be accessed), with respect to any or all users, at any time without notice. You acknowledge that we may do so in our sole discretion. You also agree that we will not be liable to you for any modification, suspension, or discontinuance of the VOD Services, although if you are a subscriber and we suspend or discontinue your subscription, we may, in our sole discretion, provide you with a credit, refund, discount or other form of consideration. However, if we terminate your account or suspend or discontinue your access to the VOD Services because you have violated this Agreement, then you will not be eligible for any such credit, refund, discount or other consideration.

1.6 Internet Access Charges. In order to use the VOD Services, you must have Internet access via WiFi. You are responsible for any costs you incur to access the Internet.

1.7 Age Limitations. The VOD Services may be used by children only with approval of a parent or guardian. If you are under age 18, please do not register with us.

1.8 U.S. and Canada only; territory limitations. You are permitted to use our products and services only in the United States and Canada. This is due to the terms of our licensing arrangements with third-party licensors of the contents that are included in our products and services.

2. Subscriptions and Billing.
You can find the specific details regarding your subscription at any time by going to our website at www.kooli.tv and logging into your account. You agree that your subscription is for individual use only and your subscription is limited to only one simultaneous stream at a time. Our fees for the VOD Services are set forth on our website at www.kooli.tv. If our fees are quoted at an incorrect price due to typographical or other error, we have the right to refuse or cancel any orders placed for an incorrect price, even if we have confirmed the receipt of your order and processed your payment. 

Because the VOD Services are offered in multiple time zones, for consistency, a “day” for purposes of this Agreement begins at 12:00 a.m. Pacific Time and ends at 11:59 p.m. Pacific Time of that same calendar day.

2.1 Billing. By providing a credit card or other payment method (“Payment Method”) for your subscription, you are agreeing that we are authorized to charge you a monthly subscription fee, any applicable taxes in connection with your use of your subscription, and early-termination penalty, if applicable, to the Payment Method. If you wish to change the Payment Method or if there is a change in your credit card number or expiration date, you can edit your information by going to our website at www.kooli.tv and logging into your account. If your Payment Method expires and you do not edit your information or cancel your subscription, you are authorizing us to continue billing.

As used in this Agreement, billing means either a charge or debit against your Payment Method. The subscription fee will be billed at the beginning of your subscription (upon registration or upon expiration of your free trial period, if any, whichever is earlier), and on each monthly renewal date thereafter until you cancel your subscription or service is otherwise suspended or discontinued under the terms of this Agreement. To see the commencement date for your next renewal period, please go to our website at www.kooli.tv and log into your account.

We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your subscription (or the last day of a calendar month if there is no corresponding date in a given month). You acknowledge that the amount billed for each monthly period may vary due to promotional offers, changes in your subscription, etc., and you authorize us to charge your Payment Method for the applicable amounts. We will give you advance notice of any change in the subscription fee or other charges for your subscription by email. 

2.2 Ongoing subscription and cancellation. Your subscription will continue in effect on a month-to-month basis unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to this Agreement. You must cancel your subscription before your monthly renewal date in order to avoid the next billing. If you cancel your subscription, cancellation will be effective at the end of the then-current monthly period. You will have continued access to your subscription for the remainder of that period, but you will not receive a refund. You can cancel your subscription by logging into your account on our website at www.kooli.tv.

2.3 Device Return
The Device shall be returned to us at your own expense unless you have used the VOD Services for at least one (“1”) year; and the Device price of $50 and tax shall be charged to your account if the Device is not returned within thirty days (“30”) from the cancelation date of the VOD Services (the “Cancellation date”). The Device price of $50 and tax may be refunded at our discretion if you return the Device within 90 days from the Cancellation date. All returns of the Device must be complete with all components, manuals just as you received it and you shall bear the risk of loss or damage to the Device until the Device is delivered to us. 

2.3 Unpaid amounts. We have the right to pursue any amounts you fail to pay in connection with your subscription. You will remain liable for all such amounts and all costs incurred in connection with the collection of these amounts.

2.4 Special promotions. In our sole discretion, we may offer special promotions or free trials to a subscription. If we offer you a special promotion or a free trial, the specific terms of your promotion or free trial will be stated in the material describing the particular promotion or free trial. Please note that certain promotions may impose a fee if you fail to comply with the applicable promotion terms, e.g., an early cancellation fee for a promotion based on one-year subscription commitment. To view the details regarding your promotion or free trial, if any, please log into your account at our website at www.kooli.tv.

Once your free trial period ends, we will begin billing your Payment Method for monthly subscription fees corresponding to your subscription (plus any applicable taxes). For that reason, unless otherwise indicated in the free trial description, you may be asked to set up a valid Payment Method when redeeming a free trial offer.

It is very important to understand that you will not receive a notice from us that your free trial has ended or that your paying subscription has begun. If you wish to avoid charges to your Payment Method, you must cancel your subscription in a timely manner. You can cancel your subscription by logging into your account on our website at www.kooli.tv and cancelling your subscription. We will continue to bill your Payment Method on a monthly basis for your subscription until you cancel or the account or applicable VOD Services are otherwise suspended or discontinued pursuant to this Agreement. To the extent subscriptions are offered in conjunction with purchases of, or payment for, other products or services, you agree that we will not be liable to you for any claims arising out of or related to your purchase or use of such other products or services.

3. Accounts and registration
You are responsible for all use of your account, including use of your account by other members of your household. By allowing others to access your account, you agree to be responsible for ensuring that they comply with this Agreement and you agree to be responsible for their activity using the VOD Services.

All registration information you submit must be accurate and updated. Please keep your password confidential. You will not have to reveal it to any of our representatives. Because you are responsible for all use of your account, including unauthorized use by any third party, please be very careful to guard the security of your password. Please notify us immediately if you suspect any unauthorized use of your account. Also, please also notify us if your registration information changes, in case we need to contact you.

We reserve the right to immediately terminate or restrict your account or your use of the VOD Services and access to the Content at any time, without notice or liability, if we determine in our sole discretion that you have breached this Agreement, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. We also reserve the right to terminate your account or your use of the VOD Services or access to the Content if such use places an undue burden on our networks or servers. 

By using the VOD Services, you consent to receiving electronic communications from us about your account. These communications may involve sending emails to your email address provided during registration or later. You agree that any notices, agreements, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new features and content, special offers, promotional announcements and customer surveys via email or other methods. If you do not want to receive certain nontransactional communications, please log into your account and update your email preferences. Please review our Privacy Policy on our website at www.kooli.tv for detailed information about how we and others may contact you.

4. User reviews and comments.

As described in the Terms of Use for our website at www.kooli.tv (the “Website Agreement”), you may have an opportunity to post, publish, and submit your reviews, comments and other materials about the VOD Services and Content. As described in the Website Agreement, you must have all necessary legal rights to post those materials, and you will grant to us a license to use the materials. Please review the Website Agreement carefully.

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 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
10 Corporate Park, Suite 330
Irvine, California 92606
Fax: 949.679.6540
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.

*****

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!