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All Rights Reserved.


Terms of Use

Last Updated Date: 1/25/2015

Kaya Optics d/b/a Kaya ("Kaya" or "we") provides our websites accessible at kaya-optics.com, www.kaya-optics.com and any other website for which Kaya owns the domain registration (the "Site"), its proprietary video viewing platform and the services made available by Kaya therein, including the "Kaya Network" (any and all of the forgoing the "Service"). Please read carefully the following terms and conditions ("Terms of Use") and our Privacy Policy. These Terms of Use govern your access to and use of the Service and all Collective Content (defined below), and constitute a binding legal agreement between you and Kaya.

Key Terms of Use related to Content

"Content" means links, text, graphics, images, music, audio, video, information or other materials.

"Kaya Content" means all Content that Kaya makes available through the Service, including any Content licensed from a third party, but excluding User Content.

"User" means a person that accesses or uses the Service.

"User Content" means all Content that a User posts, uploads, publishes, submits or transmits via the Service.

"Collective Content" means User Content and Kaya Content.

Certain areas of the Service, including, but not limited to, the areas of the Service through which you may purchase Kaya products, may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Use and terms and conditions posted for a specific area of the Service, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Service.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICE OR BY UPLOADING OR POSTING ANY USER CONTENT ON THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE, WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE OR COLLECTIVE CONTENT. If you accept or agree to these Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

Eligibility

The Service is intended solely for persons who are 13 or older. Any access to or use of the Service by anyone under 13 is expressly prohibited. By accessing or using the Service you represent and warrant that you are 13 or older.

Account Registration

In order to access certain features of the Service you may be required to create an account ("Account") and become a "Registered User" of the Service. During the registration process you will be required to provide certain information and establish a username and a password. You agree to provide accurate, current and complete information during the registration process and at other times when you use the Service and to update such information to keep it accurate, current and complete. Kaya reserves the right to suspend or terminate your Account if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Kaya of any unauthorized use of your Account.

Privacy

See Kaya’s Privacy Policy here for information and notices concerning Kaya’s collection and use of your personal information.

Ownership

The Service and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Kaya and its licensors exclusively own all right, title and interest in and to the Service and Collective Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Collective Content.

Kaya Content and User Content License

Subject to your compliance with the terms and conditions of these Terms of Use, Kaya grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view and print any Kaya Content solely for your personal and non-commercial purposes. Subject to your compliance with the terms and conditions of these Terms of Use, Kaya grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and view any User Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or Collective Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Kaya or its licensors, except for the licenses and rights expressly granted in these Terms of Use.

User Content

We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content on the Site or through the Service. Kaya does not claim any ownership rights in your User Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit your User Content. By making available any User Content through the Service, you hereby grant to Kaya a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, reference, store, cache, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content on and through third-party distribution channels selected by, but not affiliated with, Kaya, in any form, medium or technology now known or later developed, in whole or in part, for any purposes, including for both commercial and non-commercial purposes; you also grant Kaya the right to sublicense these rights to third parties for distribution via third party distribution channels, which may include viral distribution of your User Content. You agree that neither Kaya nor any third party distribution channels have any obligation to provide any compensation to you for your User Content or the licenses granted herein.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Service or you have all rights, licenses, consents and releases that are necessary to grant to Kaya the rights in such User Content, as contemplated under these Terms of Use; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Kaya’s use of the User Content (or any portion thereof) on, through or by means of the Service or otherwise will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

General Prohibitions

You agree not to do any of the following: Kaya will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Kaya may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Kaya has no obligation to monitor your access to or use of the Service or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Service, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Kaya reserves the right, at any time and without prior notice, to remove or disable access to any Content, including, any Collective Content, that Kaya, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms of Use or otherwise harmful to the Service.

Links

The Service contains links to other websites and online resources and you understand that by using the Service and accessing third party links, you may be exposed to content that is offensive, harmful, inaccurate or otherwise inappropriate. You understand and agree that Kaya is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by AVOS of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Feedback

If you choose to provide feedback, comments and suggestions for improvements to the Service or otherwise (in written or oral form) ("Feedback"), you acknowledge and agree that all Feedback will be the sole and exclusive property of Kaya and you hereby irrevocably assign to Kaya and agree to irrevocably assign to Kaya all of your right, title, and interest in and to all Feedback, including any intellectual property rights therein.

Sweepstakes and Contests

Kaya may operate sweepstakes, contests and similar promotions (collectively, "Promotions") through the Service. You should carefully review the rules (e.g., the "Official Rules") of each Promotion in which you participate through the Service, as they may contain additional important information about Kaya’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotions. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Use, the terms and conditions of such Official Rules will control.

Modification

Kaya reserves the right, at its sole discretion, to modify, discontinue or terminate the Service or to modify these Terms of Use, at any time and without prior notice. If we modify these Terms of Use, we will post the modification on the Site or via the Service or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms of Use. By continuing to access or use the Service after we have posted a modification on the Site or via the Service or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Service.

Termination and Account Cancellation

If you breach any of these Terms of Use, Kaya will have the right to suspend or disable your Account or terminate these Terms of Use, at its sole discretion and without prior notice to you. Kaya reserves the right to revoke your access to and use of the Service and Content at any time, with or without cause.

Disclaimers

THE SERVICE AND COLLECTIVE CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, KAYA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. KAYA MAKES NO WARRANTY THAT THE SERVICE OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. KAYA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KAYA OR THROUGH THE SERVICE OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE.

Indemnity

You agree to defend, indemnify, and hold Kaya, its subsidiaries and affiliates, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service or Collective Content, or your violation of these Terms of Use.

Limitation and Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER KAYA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KAYA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL KAYA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR COLLECTIVE CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN KAYA AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Kaya used herein are trademarks or registered trademarks of Kaya. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the Japan without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Japan and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Use constitute the entire and exclusive understanding and agreement between Kaya and you regarding the Service and Collective Content, and these Terms of Use supersede and replace any and all prior oral or written understandings or agreements between Kaya and you regarding the Service and Collective Content.

Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Kaya’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Kaya may assign or transfer these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given by Kaya (i) via email (in each case to the address that you provide) or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Dispute Resolution

You and Kaya agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Service (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Kaya are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Kaya otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms of Use.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and Kaya otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Kaya submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Kaya will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Kaya will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. Notwithstanding the provisions of the "Modification" section above, if Kaya changes this "Dispute Resolution" section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the "Last Updated Date" above or in the date of Kaya’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Kaya in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

General

The failure of Kaya to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Kaya. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

Contacting Kaya

If you have any questions about these Terms of Use, please contact us.