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QKids Agreement and Terms of Use

Agreement

These Terms of Use (the "Terms of Use" or the "Agreement") apply to your use of the QKids OTT Network (the "QKids OTT Network"). The QKids OTT Network is provided by Qello, LLC or one of its affiliated companies ("Qello"). By using the QKids OTT Network, you agree, on your own behalf and on behalf of your children with Qello, LLC ("Qello") to be bound by these Terms of Use, which include the QKids Privacy Policy (http://www.qkids.com/privacy) and any applicable end user license agreement, and to comply with applicable law. If you do not agree to any of these terms, you should not use the QKids OTT Network.

Age Limitations

The QKids OTT Network is not intended to be used by children without the involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted to register with the QKids OTT Network or provide your personal information to Qello. If you are between the ages of 13 and 18 (or the applicable age of majority in your jurisdiction), you may register with the QKids OTT Network only with the consent from your parent(s)/guardian(s) who are of the age of majority in their jurisdiction before accessing our Site or the Services. Hyperlinks contained in these Terms of Use may only be viewed at http://www.qkids.com/terms.

The QKids OTT Network

The QKids OTT Network includes all (i) software of Qello or third parties that is embodied in the QKids OTT Network at the time of your initial download, installation or accessing of the QKids OTT Network or that Qello provides from time to time as updates or upgrades and (ii) any online or electronic documentation for the QKids OTT Network. Subject to the terms and conditions of these Terms of Use, Qello hereby grants to you a non-exclusive, personal, limited, non-transferable license to install, access, and use the QKids OTT Network via the applicable platform.

Content

The QKids OTT Network allows users to stream, display and browse live concert audiovisual programs and other digitized electronic content as offered by Qello from time to time (the "Content"). Upon payment of applicable fees (if any) set by Qello, and solely for non-commercial and personal use, Qello grants you the non-exclusive right to access the applicable Content and to view the Content on a streaming-only basis for the duration of your membership period. The Content has been provided by third parties, is protected by law, and such third parties are deemed to be third party beneficiaries of these Terms of Use. All rights of third party providers of Content are hereby reserved at law and in equity. Content may only be viewed through the QKids OTT Network primarily within the country in which you have established your account and in geographic locations where the QKids OTT Network is offered and where the applicable program has been licensed, Qello's rights are limited by the rights granted by its Content providers. Not all Content is available in HD.

Your Account and Password

If you create or register a QKids account with Qello, you are responsible for all use of your account. You are responsible for updating and maintaining the accuracy of your account information. If you choose to allow other members of your household to access your account, you agree to be responsible for ensuring they comply with these Terms of Use and you agree to be responsible for their use of the QKids OTT Network. You may access your account information by signing into your QKids account and navigating to the Settings screen. If Qello determines in its sole discretion that you have breached these Terms of Use or otherwise violated the law or any applicable rule or regulation or for any other business reason, Qello reserves the right cancel or restrict your account or your use of the QKids OTT Network or access to the Content at any time, without notice or liability.

Subscription and Billing

Qello may offer a number of different subscription or membership plans including special promotions and may make available to you various payment processing methods.  You must abide by any relevant terms and conditions or other legal agreement, whether with Qello or a third party, that governs your use of a given payment processing method. We may authorize a free trial period, in which event the terms applicable to the free trial will be stated in the marketing material that was provided to you with the offer. By providing a credit card or other authorized payment method, you are authorizing us to charge you a monthly (or such other billing frequency as may be applicable to your plan) subscription fee at the then current rate as well as any other charges you may incur. You can change your payment method by signing into your QKids account and navigating to the Settings screen. Once your free period, if any, expires, your payment method is automatically billed at the beginning of each month (or such other billing frequency as may be applicable to your plan). The amount billed each billing period is subject to change due to promotional offers, gift card redemption or changes in your plan. Membership fees are fully earned upon payment. Your subscription stays in effect on a month-to-month basis (or such other billing frequency as maybe applicable to your plan) unless and until you cancel your subscription or the account is otherwise discontinued or terminated. Payments are non-refundable. Following any cancellation, you will have access to the QKids OTT Network until the end of your billing cycle. You can cancel your subscription at any time during your membership; there are NO penalties at all. However, there are no refunds for partially used subscriptions, regardless of your billing period. To cancel your membership, you can access your QKids account and navigate to the Settings screen. If you have purchased your QKids subscription from a third party store, then for further information on how to cancel your account, please see "How To Cancel QKids All-Access" on the QKids app's Settings screen.

Third Party Platforms and Stores

If you have accessed the QKids OTT Network from a third party platform or store (each, a "Third Party"), please note that the Third Party is not responsible for the QKids OTT Network or the Content and such Third Party has no obligation to provide support and maintenance with respect to the QKids OTT Network. The terms of your subscription and billing may also be governed by the separate policies and terms of use applicable to such Third Party platform or store.

Pricing

Qello may change pricing from time to time in its sole discretion. Adjustments in pricing will be effective following our notification to you, unless otherwise provided in these Terms of Use. Such notification may include sending emails to your email address or posting communications through your account or on the QKids OTT Network. If you purchased your QKids subscription from a third party store, that Third Party may change pricing from time to time to reflect adjusted currency conversion rates or tax changes in regional markets.

Restrictions

Except as expressly permitted in this Agreement or with the prior written consent of the copyright owner, no part of the QKids OTT Network or the Content may be copied, adapted, redistributed, reproduced, republished, uploaded, posted, publicly displayed or performed, encoded, translated, transmitted, communicated, sold, rented, leased, distributed, broadcast, sub-licensed or otherwise assigned in any way to any other computer, service, website, entity, or other medium for publication or distribution or for any commercial purpose. You may not reverse engineer, decompile, disassemble, modify or disable any copy protection or use limitation systems associated with the QKids OTT Network or the Content and you may not remove any proprietary notices or labels on the Content. You are not granted any rights for uses that require a synchronization or public performance license with respect to the underlying musical compositions embodied in the Content.

Use Of Information

During the course of your use of the QKids OTT Network, you may be asked to provide certain personalized information to us. Personally identifiable information is subject to our Privacy Policy (http://www.qkids.com/privacy) the terms of which are incorporated herein. Please review our Privacy Policy.

Data Access

Some functions of the QKids OTT Network may require data access and you may be charged additional fees by your data access provider in connection with the use of the QKids OTT Network and these may be subject to the separate policies and terms of use of your data access provider. You will be solely responsible for payment of any such fees and compliance with any such policies and terms of use.

Communication

You consent to receiving on-going electronic communications from Qello regarding your QKids account and subscription (e.g. payment method, password changes) which communication may include sending emails to your email address or posting communications through your account or on the QKids OTT Network. You agree that these electronic communications will satisfy any requirement for written legal notice. You consent to receiving other communications from time to time such as blog posts, special promotional offers, newsletters, etc. If you no longer want to receive these communications, access your "Preferences" by signing into your QKids account and navigating to the Settings screen or by clicking on an "unsubscribe" link included in the emails. Please review the QKids Privacy Policy (http://www.qkids.com/privacy) for further information.

Feedback

Qello may provide you with the opportunity to post your comments or reviews to the QKids OTT Network or otherwise submit information to Qello. Any comments, reviews, information or materials so provided may be used, displayed, reposted, reproduced, distributed, modified, deleted from, added to publicly performed and/or published by Qello without any compensation or other consideration to you or third parties and you hereby waive any "moral rights" in and to such comments, reviews, information and materials.

Updates

Qello may provide automatic upgrades/updates to the QKids OTT Network from time to time to keep the QKids OTT Network up-to-date. You agree to receive updated versions of the QKids OTT Network and related third party software without notice or prompting.

Closed Captioning

Qello is working to include closed captioning on as many programs as possible, including, without limitation, where such long-form closed captioned program has been shown on TV.

Export Regulations

You agree to comply with all export and re-export restrictions and regulations of the United States Department of Commerce and other United States and foreign agencies and authorities.

Copyright Infringement

If you believe your work has been reproduced or distributed in a way that constitutes copyright infringement, please notify us at dmca@qello.com (subject line "DMCA Takedown Request"). To be effective the notification must be in writing and include the following: (i) Identification of the copyrighted work that has been allegedly infringed; (ii) Identification of the material(s) claimed to be infringing and sufficient information to locate such materials (a hyperlink, specific instructions how to access the materials – anything that provides for a method of easily finding each piece of infringing content); (iii) A statement by complainant of the good faith belief that there has been no authorized usage granted by the owner, agent or law; (iv) Reasonably sufficient information to contact complainant (i.e. address, telephone number and e-mail); (v) A statement of the notice's accuracy and, under the penalty of perjury, that the complainant is authorized to act on behalf of the owner; (vi) The physical or electronic signature of complainant/authorized person.

Protection of Minors

Pursuant to 47 U.S.C. Section 230 (d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Further information is available at: http://www.staysafeonline.org.

General

No Illegal Use and Reservation of Rights. You may not use the QKids OTT Network or the Content for any illegal purpose. You acknowledge that the license in this Agreement does not transfer to you title to or ownership of any intellectual property rights of Qello or its suppliers. The QKids OTT Network is licensed, not sold, and such license is non-exclusive.

Information Received. The QKids OTT Network will provide Qello with data about it and information related to the Content you access using the QKids OTT Network and your use of it. Information you provide may be stored on servers in the US. Information we receive is subject to these Terms of Use and the QKids Privacy Policy (http://www.qkids.com/privacy).

Intellectual Property. The QKids OTT Network and/or methods used in association with the QKids OTT Network may be covered by one or more patents or pending patent applications. The QKids OTT Network and the Content is protected by copyright, trade secret or other intellectual property laws and international treaties. QKids and Qello are registered trademarks of Qello Holdings, LLC.

Changes To Network. Qello reserves the right to modify, upgrade, suspend, or discontinue the provision of the QKids OTT Network, software, support and Content at any time, and Qello will not be liable to you should it exercise such right.

Termination. Your rights under this Agreement will automatically terminate without notice from Qello if you violate or fail to comply with any term of this Agreement. In case of such termination, you must cease all use of the QKids OTT Network and Qello may immediately revoke your access to the Content without notice to you and without refund of any fees. Qello's failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of its rights.

Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE QKIDS OTT NETWORK AND CONTENT IS AT YOUR SOLE RISK. THE QKIDS OTT NETWORK AND CONTENT ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND AND QELLO AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QELLO OR AN AUTHORIZED REPRESENTATIVE OF QELLO SHALL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER QELLO NOR ITS CONTENT PROVIDERS, SUPPLIERS, PARTNERS, VENDORS OR LICENSORS SHALL BE LIABLE TO YOU FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE QKIDS OTT NETWORK OR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, REVENUE, DATA OR USE OF THE APPLICATION OR ANY ASSOCIATED PRODUCT, EVEN IF QELLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, QELLO'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR CONTENT. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

New York Law Applies. The laws of the state of New York, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Qello.

Disputes. Any dispute relating in any way from products or services sold or distributed by Qello in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in New York City, New York, and you consent to exclusive jurisdiction and venue in such courts.

Severability. If any term or condition of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition.

Amendment. Qello reserves the right to amend any of the terms of this Agreement at its sole discretion by posting the revised terms on the QKids OTT Network. Your continued use of the QKids OTT Network after the effective date of any such amendment shall be deemed your agreement to be bound by such amendment.

Contact Information. For communications concerning this Agreement, you may contact Qello by writing to Qello, LLC, Attn: President, 40 West 17th Street, Unit 2A NY, NY 10011.

January 10, 2015

© 2015 Qello, LLC or its affiliates. All rights reserved. Qello, the Qello logos, QKids and the QKids logos are trademarks of Qello Holdings, LLC or its affiliates.