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Terms of Use: Kuula Website and Mobile Application

Last Updated: November 4th, 2020

Welcome to Kuula and its legal terms! Kuula is a video and streaming platform purpose-built for the health and wellness space for both Teachers and Students. We take the hassle out of scheduling, payments, delivery, and discovery, while enhancing quality, community, and support — so that you can focus on enjoying your classes, wherever in the world you may be.

  1. Acceptance of Terms

These legal terms (“Terms”) are important and affect your legal rights when and if you access or use the Kuula website (www.kuula.tv), Kuula Camera mobile application, and related services (collectively, the “Service”) provided by Kuula, Inc. (“Kuula,” “we” or “us”), a corporation organized in Delaware, U.S.A. Please read these Terms carefully. By accessing or using the Services, you agree to be bound by these Terms and all of the terms incorporated herein by reference.

Please note in particular that Section 17 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes, and that, under Section 20, these Terms and the activities they contemplate are governed by the law of the State of North Carolina, U.S.A. If Section 16 is found to be unenforceable, the exclusive forum for the resolution of any dispute relating to these Terms shall be in the U.S. District Court for the Eastern District of North Carolina or state courts in or within one hundred (100) miles of Raleigh, North Carolina.

By accepting these Terms, you represent that you are 16 years of age or older and that, if you have accepted these Terms on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.

In some cases, use of the Service necessitates Kuula sharing collected personal information with other registered Users to ensure that the Service can be delivered efficiently and effectively to all parties. In these cases the recipient of the personal information (a) may become a Joint Controller as defined by GDPR Article 26 and (b) agrees to the Kuula Data Processing Agreement (that include the Standard Clauses of International Data Transfers where applicable) being incorporated into these Terms of Use. Details of registered Users affected are included in the published Privacy Notice.

If you do not agree to every provision of these Terms, you may not, and we do not authorize you to, access or use the Service. By accessing or using the Service, you represent and warrant that you have not been previously suspended or removed from the Service, or engaged in any activity that could result in suspension or removal from the Service.

These Terms may be revised at any time for any reason, and Kuula may provide you notice of these changes by any reasonable means, including by providing notice through its website or mobile application. You can determine when we last updated the Service by referring to the “Last Updated” legend at the top of these Terms. Except to the extent that your express consent to any revised Terms is required under data protection law, by continuing to access, browse or use the Service, you confirm your acceptance of the revised Terms and all the terms incorporated herein by reference. We strongly recommend that you periodically review these Terms. If you do not agree to the revised Terms, including any terms incorporated by reference, you may not access or use the Service.

These Terms should be read in conjunction with our Privacy Policy and our published Privacy Notice.

  1. Registration, personal data and communications with the Service

In order to communicate with us, engage in a transaction, or use the Service, you may need or desire to submit personal data. When doing so, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Service on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Service or your account. Any changes to your registration information may be made by sending such changes to support@kuula.tv. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service.

By creating an account, signing up for our mail list or engaging in any transaction, you also consent to receive electronic communications from Kuula, Inc. (e.g., via email or through the Service). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

  1. Payment and Billing Information

By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us or our third party payment processor to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your Kuula account, you can do so at any time by logging into your account and editing your payment information. You acknowledge that the amount billed may vary due to changes in applicable taxes or other charges, and you authorize us or our third party payment processor to charge your payment method for the corresponding amount. You also acknowledge that our third party processor may impose additional terms and restrictions that may apply to the transaction.

  1. Pricing and Availability

Applicable taxes and other charges, if any, are additional, to the prices shown. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with any recurring transaction, we will provide notice of such changes prior to your next payment being due in accordance with these Terms. We will not, however, be able to notify you of changes in any applicable taxes. Your use of the Service or acceptance of the Order after our delivery of such notice will confirm your acceptance of such changes, unless you cancel your Order in accordance with cancellation policies set forth herein, as applicable. All Kuula goods and services are subject to availability, and we reserve the right to reject all or part of an Order, to discontinue offering certain goods or services without prior notice.

  1. Taxes

We will collect applicable sales tax on services for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.

  1. License to Access and use the Service and Website Content

Unless otherwise indicated in writing by us, the website, mobile application and all content and other materials contained therein, including, without limitation, the Kuula logo and all designs, text, graphics, pictures, information, data, software, other files and the selection and arrangement thereof (collectively, “Content”) are the property of Kuula or our licensors or users, as applicable, and are protected by U.S. and international copyright and other laws.

Subject to these Terms, and to the extent such use relates to rights owned by Kuula, you are hereby granted a personal, non-exclusive, non-transferable, non-sublicensable license to access and make personal, non-commercial use of the Service and Content. All rights not expressly granted herein are reserved. You do not acquire any ownership interest in the Service or Content under these Terms, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions and restrictions of these Terms and the additional terms set forth in the EULA. In the event of any conflict between the Terms and the EULA, these Terms shall prevail.

All usage of the Service is subject to these Terms and does not include any right to, and you shall not, directly or indirectly: (a) sell, resell or use commercially the Service or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Service or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Service or Content, except as expressly permitted by us, (f) use the Service to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (g) interfere with the Service or servers or networks used in connection it; or (h) use the Service or Content other than for their intended purposes.

Any use of the Service or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Kuula or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.

You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Content.

  1. Trademarks

The Kuula logo, and any other Kuula product or service names, trademarks, logos, or other indicia (“Marks”) that may appear on the Service or Service are the property of Kuula or its subsidiaries, affiliates or third parties, and may not be copied, imitated or used, in whole or in part, without our prior written permission. Nothing contained in the Service shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Kuula or such third party that may own such Mark. Your misuse of any such Mark, or any other Content, is strictly prohibited.

  1. Legal Requirements; Privacy Policy

Kuula is committed to processing and protecting the personal data collected through the Service when you use the Service in compliance with its obligations under applicable privacy laws, laws governing the privacy of your personal data, including, if applicable to you, the European Union General Data Protection Regulation and the California Consumer Privacy Act. Kuula’s policy is to retain personal data necessary to provide our services, except that we may retain your personal data for longer periods where reasonably necessary to comply with our legal obligations (including law enforcement requests), meet regulatory requirements, resolve disputes, maintain security, prevent fraud and abuse, enforce these Terms, or fulfill your request to “unsubscribe” from further messages from us. This policy applies to personal data that you or others provided to us and personal data generated or inferred from your use of our services. When Kuula is the data controller, we will decide how your personal data is processed and for what purposes. For additional information about your rights and your personal data, what data is collected, how it is processed, protected, shared, and how long it is retained, please see the Kuula’s Privacy Policy.

Where Kuula has a good faith belief that such action is necessary to comply with a judicial proceeding, court order, warrant, administrative order, civil investigative demand, subpoena, or other valid process, Kuula may disclose IP addresses, personal information, and any contents of the Service where it is legally compelled to do so.

We implement a number of security features to help guarantee and ensure to the greatest extent possible that your information is safe. We use industry standard technologies when transferring and receiving user data exchanged between Kuula and third parties to ensure its security. User data may be stored on servers maintained by our third party partners and subject to their security safeguards. All financial transactions are made securely. Please see Kuula’s Privacy Policy for additional information relating to the privacy and security of information collected hereunder.

  1. User Content

You are solely responsible and liable for all data, information and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Service. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Service.

IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.

You agree that you will not, and will not permit anyone else to, directly or indirectly:

Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Service at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Service at your sole cost and expense.

  1. Rights in User Content

We do not claim any ownership interest in your User Content.

However, by uploading, posting or submitting User Content to the Service or to our pages or feeds on third party social media platforms (e.g., any Kuula social media page), you hereby grant Kuula, and its successors and affiliates, a nonexclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes, however, Kuula will only share personal information that you provide in accordance with our Privacy Policy.

Kuula’s practices are to delete content posted to deactivated accounts within ninety (90) days and Kuula is not responsible for any content on accounts that are deactivated.

You acknowledge and agree that Company may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Kuula, its customers or the public.

  1. Feedback

Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Kuula and its Service (collectively, “Feedback”). Feedback is non-confidential, and to the maximum extent permitted under applicable law, Kuula shall have the non-exclusive right to use, in any manner and for any purpose, all such Feedback, without limitation, all intellectual property rights in and to such Feedback, and Kuula shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

  1. Linked Sites

We are not responsible for the content of any third-party pages, any other websites that may be linked through the Service, or any products or services offered by third parties linked to the Service. Nothing in the Service, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services or information of any other persons or companies by Kuula. Your choice to access a link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Kuula reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third party websites are provided as a convenience to you and are neither owned nor operated by Kuula. We have no control over third party websites and make no representations or warranties with respect to linked websites or third party products or services. Your viewing and use of any third-party websites is at your sole discretion and risk.

  1. Indemnification

You agree to indemnify, hold harmless, and, at Kuula’s option, defend Kuula from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Kuula resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Service, any User Content that you Transmit to or through the Service, any Feedback you provide, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Service or any of its features. You further agree that Kuula shall have control of the defense or settlement of any third party claims, unless Kuula exercises its option to require you to defend Kuula. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between you and Kuula.

  1. Disclaimers

THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, KUULA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE CONTENT; © USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SERVICE. IN ADDITION, KUULA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY RESULTS WILL BE ACHIEVED, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

KUULA DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. KUULA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. KUULA DOES NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND KUULA SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

  1. Limitation of Liability; Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KUULA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SERVICE (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, AND LINKS TO THIRD PARTY SITES), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT OR SERVICE, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM KUULA, OR FROM EVENTS BEYOND KUULA’s REASONABLE CONTROL, SUCH AS SERVICE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO KUULA RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF KUULA ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICE EXCEED THE AMOUNT PAID TO KUULA FOR ANY PRODUCTS OR SERVICES IN THE NINETY (90) DAYS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE KUULA’S SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY. YOU AND KUULA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

  1. Medical Disclaimer

Part of our Service facilitates access to and participation in fitness classes provided by third-party independent instructors. Kuula makes no representations about the credentials of any third-party instructors or their offerings, and the platform is not intended to be a vehicle for, or to replace, professional medical advice or treatment. Kuula takes no responsibility for content provided by third parties relating to health, fitness, and/or nutritional information, and your use of any information or advice conveyed through the Service is, as between you and Kuula, solely at your own risk. By accessing the Service and participating in any fitness classes, you represent and warrant that you are sufficiently healthy to participate in such classes. You further waive, release, covenant not to claim, and discharge us from any and all claims arising out of your participation in any of the Sessions. If you are between the ages of 16 and 18, you agree that your legal guardian has reviewed and agreed to this medical disclaimer.

  1. ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH KUULA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

YOU AND KUULA AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR THE SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING CONSUMER DISPUTES.

Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to very limited review by courts. In an arbitration you have the right, at your expense, to be represented by an attorney of your choosing. Arbitrators can award the same damages and relief under these Terms that a court can award under these Terms. You and Kuula agree that any in-person arbitral hearing would occur in the United States in the same county and state as your billing address. Kuula further agrees that your filing fee for an arbitration will be capped at the amount set by the American Arbitration Association. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Kuula are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and the termination of your use of the services.

REGARDLESS OF THE FORUM, YOU AND KUULA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and KUULA agree otherwise, the arbitrator may not join or consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

  1. Modifications to the Service

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Service (or any features or portions thereof) at any time.

  1. Termination

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

  1. Governing Law and Jurisdiction

These Terms and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of North Carolina, U.S.A., including its statutes of limitations, but without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in North Carolina, shall not apply. Except as otherwise provided in Section 16, the exclusive forum for the resolution of any dispute relating to these Terms shall be in the state courts in North Carolina, U.S.A., within one hundred (100) miles of Raleigh, North Carolina, or the United States District Court for the Eastern District of North Carolina, and each of the parties agrees to personal jurisdiction of such courts with regard to any dispute relating to these Terms, and you agree to service of process on you by e-mail to the address you have submitted on the Service, if any, and by any other means permitted by law.

  1. Notice

All notices, demands, or consents given by you under these Terms will be in writing and will be deemed given when delivered to Kuula at the following contact: support@kuula.tv. Any notices to you may be made via either email or postal mail to the address in Kuula’s records or via posting on the Service. Please report any violations of these Terms to Kuula at the contact listed above.

  1. Severability

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

  1. Special Admonitions for International Use

All matters relating to the Service are governed exclusively by the laws of the State of North Carolina in the United States of America and not the jurisdiction in which you are located. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

  1. Survival

All rights and obligations of you and Kuula under these Terms which by intent or meaning have validity beyond or by their nature apply or are to be performed or exercised after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement for the period so specified, if any, or for perpetuity.

  1. Procedure for Making Claims of Intellectual Property Infringement

We expect users of the Service to respect the intellectual property rights of others.

If you believe in good faith that any of the content on the Service infringes your copyright, please provide our copyright agent the written information specified below.

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

  2. A description of the copyrighted work that you claim has been infringed;

  3. A description of where the material that you claim is infringing is located on the Service;

  4. Your address, telephone number and email address;

  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

  6. A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

KUULA’s copyright agent for notice of claims of copyright infringement can be reached as follows: support@kuula.tv

Please also use the above address for any complaints relating to other intellectual property violations, such as alleged violations of trademark and publicity rights.

  1. Miscellaneous

These Terms, including all terms incorporated herein by reference (such as the Kuula Privacy Policy), constitute the entire agreement between you and Kuula relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Kuula. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Kuula’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity