WOORIKOOLI W STREAMING MEDIA PLAYER 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 WooriKooli W Streaming Media Player 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 our WooriKooli W Streaming Media Player (the “Device”), including any firmware and software preinstalled on the Device and any updates thereto (collectively, the “Software”), 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 Device (including the Software). To the extent you use the Device (including the Software), you are agreeing to use it subject to the terms and conditions of this Agreement.

The Device allows you to subscribe to our video streaming service for television shows, movies, and other audio-visual content (the “Content,” and the video streaming service for the Content, the “VOD Services”). If you subscribe to the VOD Services, the terms governing your use of the VOD Services are set forth in a separate Video Streaming Service 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. General.
The Device and the Software are for personal, non-commercial use only. You are not permitted to, and will not, copy or redistribute any Content delivered via the Device. We may prevent or restrict you from copying or redistributing the Software or Content using digital rights management or other technologies. The Device and the Software are for use only in the United States and Canada (the “Territory”). If you are using the Device and the Software outside of the Territory, the rights granted under this Agreement do not apply. We may use technologies to verify your geographic location, and you may not be able to use the Device to access any Content outside of the Territory. Except as expressly set forth in this Agreement, you do not acquire any intellectual property or other proprietary rights in or to the Device, the Software or the Content, nor do you acquire any rights in any confidential information or trade secrets related thereto. All rights not expressly granted to you in this Agreement are reserved by us or our licensors and suppliers. You are not permitted to, and will not, remove, obscure, alter or conceal any trademark, logo, copyright or other proprietary notice in or on any Device, Software or Content.

2. Software License.

2.1 License only. The Software is licensed, not sold, to you by us for use only under the terms of this Agreement. We and/or our licensor(s) retain ownership of the Software and reserve all rights not expressly granted to you.

2.2 Permitted license uses and restrictions. Subject to the terms and conditions of this Agreement, you are granted a limited non-exclusive license to use the Software on your Device. You agree not to install, use, or run the Software on device or hardware not provided or sold by us, or to enable others to do so. This Agreement does not allow the Software to exist on more than one Device at a time, and you may not make the Software available over a network where it could be used by multiple devices or multiple computers at the same time.

You may not, and you agree not to or enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or any services provided by the Software or any part thereof.

2.3 Software updates. At our sole and absolute discretion, we may make available future updates to the Software for your Device. The Software updates, if any, may not necessarily include all existing software features or new features that we release for newer or other models of the Device. The terms of this Agreement will govern any software upgrades provided by us that replace and/or supplement the original Software on your Device, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2.4 Automatic updates. The Software may periodically check with us for updates to the Software. If an update is available, the update may automatically download and install onto your Device. By using the Software, you agree that we may download and install automatic updates onto your Device.

2.5. Transfer. You may not rent, lease, lend, sell, redistribute or sublicense the Software. You may, however, make a one-time permanent transfer of all of your license rights to the Software to another party in connection with the transfer of ownership of your Device, provided that: (i) the transfer must include your Device and all of the Software, including all its component parts, original media, and printed materials; (ii) you do not retain any copies of the Software, full or partial, including copies stored on a computer or other storage device; and (iii) the party receiving the Software reads and agrees to accept the terms and conditions of this Agreement. All components of the Software are provided as part of a bundle and may not be separated from the bundle and distributed as standalone applications. The Software provided with a particular Device may not run on other models of the Device.

3. VOD Services and third party materials.

3.1 Video streaming service. Your use of the VOD Services through the Device requires Internet access and subscription to such service, which require you to accept additional terms and conditions, as well as additional fees.

3.2 Inappropriate content. You understand that by using the VOD Services, you may encounter content that may be deemed offensive, obscene, indecent, or objectionable, which content may or may not be identified as having explicit language or graphics. You agree to use the VOD Services at your sole risk and that we will have no liability to you for content that may be found to be offensive, obscene, indecent, or objectionable.

3.3 Third party content. The VOD Services may display, include or make available content, data, information, applications or materials from third parties licensed to us. By using the VOD Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Content. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Content or any related products and services.

3.4 Intellectual property rights for third party content. You agree that the VOD Services contain proprietary content, information and material that is owned by us and/or our licensors, and is 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 permitted use of the VOD Services or in any manner that infringes any intellectual property rights of a third party or us. No portion of the VOD Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the VOD Services, in any manner, and you will not exploit the VOD Services in any unauthorized way whatsoever, including but not limited to, using the VOD Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the VOD Services 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 any of the VOD Services.

4. Consent to use diagnostic and usage data.
You agree that we and our agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about your Device, computer, system and application software, and peripherals, that is gathered periodically to provide and improve our products and services, facilitate the provision of software updates, product support and other services to you (if any), and to verify compliance with the terms of this Agreement. We may use this information, as long as it is collected in a form that does not personally identify you, for the purposes described above. To enable our partners and third party developers to improve their software, hardware and services designed for use with our products, we may also provide any such partner or third party developer with a subset of diagnostic information that is relevant to that partner’s or developer’s software, hardware and/or services, as long as the diagnostic information is in a form that does not personally identify you.

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 (to which the Agreement applies) 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 our and their respective directors, officers, employees and agents for, 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 or misuse 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 in 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
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: (i) exported or re-exported directly or indirectly in violation of any export law, or (ii) 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 so 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!