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:
- Post, upload, publish, submit or transmit any Content (including any links
thereto) that: (i) infringes, misappropriates or violates a third party’s
patent, copyright, trademark, trade secret, moral rights or other intellectual
property rights, or rights of publicity or privacy; (ii) violates, or encourages
any conduct that would violate, any applicable law or regulation or would give
rise to civil liability; (iii) is fraudulent, false, misleading or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes
discrimination, bigotry, racism, hatred, harassment or harm against any
individual or group; (vi) is violent or threatening or promotes violence or
actions that are threatening to any other person; or (vii) promotes illegal or
harmful activities or substances.
- Use, display, mirror or frame the Service, or any individual element within the
Service, Kaya’s name, any Kaya trademark, logo or other proprietary information,
or the layout and design of any page or form contained on a page, without Kaya’s
express written consent;
- Access, tamper with, or use non-public areas of the Service, Kaya's computer
systems, or the technical delivery systems of Kaya’s providers;
- Attempt to probe, scan, or test the vulnerability of any Kaya system or network
or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent
any technological measure implemented by Kaya or any of Kaya’s providers or any
other third party (including another user) to protect the Service or Collective
Content;
- Attempt to access or search the Service or Collective Content or download
Content or Collective Content from the Service through the use of any engine,
software, tool, agent, device or mechanism (including spiders, robots, crawlers,
data mining tools or the like) other than the software and/or search agents
provided by Kaya or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email,
junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Kaya trademark,
logo URL or product name without Kaya’s express written consent;
- Use the Service or Collective Content for any commercial purpose or the benefit
of any third party or in any manner not permitted by these Terms of Use;
- Forge any TCP/IP packet header or any part of the header information in any
email or newsgroup posting, or in any way use the Service or Collective Content
to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the
software used to provide the Service or Collective Content;
- Interfere with, or attempt to interfere with, the access of any user, host or
network, including, without limitation, sending a virus, overloading, flooding,
spamming, or mail-bombing the Service;
- Collect or store any personally identifiable information from the Service from
other users of the Service without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
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.