AGREEMENT BETWEEN USER AND Koba ENTERTAINMENT INC.
This Agreement. This Web Site Access and Use Agreement (the "Agreement") is between you and Koba Entertainment Inc. (“Koba"), and contains terms and conditions pertaining to your use of the "www.shopkinsliveontour.com" web site (the “Koba’s Shopkins Website) as well as Koba’s affiliated websites, including the www.kobaentertainment.com and related websites (collectively the "Koba Websites"). The Koba Websites are offered to you conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Koba Websites constitutes your agreement to all such terms, conditions, and notices. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE WEB SITE.
Modifications Of This Agreement. Koba reserves the right to change the terms, conditions, and notices under which the Websites are offered, including but not limited to the charges (if any) associated with the use of the Koba Websites. Notification of changes will be posted on the respective Koba Website, and you are responsible for regularly reviewing these terms and conditions.
ACCESS AND LIMITATIONS OF USE
Grant of Access. This Agreement provides you with a non-exclusive grant of access to, and use of, the Koba Websites at the sole discretion of Koba and subject to your continuing compliance with the terms and conditions of this Agreement.
Right To Restrict Access. Koba reserves the right to change, suspend, or discontinue any aspect of Koba’s Shopkins Website and any other Koba Websites at any time, including the availability of any feature, database or content contained in the Koba Websites. Koba may also impose limits on certain features and services or restrict your access to parts of or all of the Koba Websites without notice or liability. Koba reserves the right in its sole discretion to correct any errors or omissions in any part of the Web Site.
Personal And Non-Commercial Use Limitation. Unless otherwise specified, the Koba Websites are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any content, information, software, products or services obtained from the Koba Websites.
Links To Third Party Sites. The Koba Websites may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Koba and Koba is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Koba is not responsible for webcasting or any other form of transmission received from any Linked Site. Koba is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Koba of the Linked Site, its contents, or any association with its operators. Your use of any Linked Site is subject to the terms and conditions of the respective Linked Site. When you click to purchase tickets you are immediately directed to the applicable third party ticketing service’s website.
No Unlawful Or Prohibited Use. As a condition of your use of the Koba Websites, you warrant to Koba that you will not use any Koba Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use any Koba Website in any manner which could damage, disable, overburden, or impair the Koba Websites or interfere with any other party's use and enjoyment of the Koba Websites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Koba Website.
Copyright. All content of the Koba Websites is the copyrighted property of either Koba, Moose Enterprise (Int) Pty Ltd. (“Moose Enterprises” owner of the Shopkins™ brand) and/or Koba’s participating partners and/or those providing content to Koba (collectively "Content Suppliers").
Trademarks. All rights in and to the trademarks and tradenames “Shopkins”, “Shoppies”, “Moose Enterprises” and "Koba Entertainment" are reserved to the respective proprietors thereof. Character names and other company names contained in the Koba Websites are the trademarks of their respective owners and all rights thereto are reserved to such respective owners.
Reservation of Rights. All copyrights, trademarks, and other intellectual property rights are hereby reserved.
COMMUNICATION SERVICES AND MATERIALS PROVIDED BY YOU
Use of Communication Services. The Koba Websites may contain news groups, forums, communities, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
(i) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
(ii) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
(iii) Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents. Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
(iv) Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
(v) Conduct or forward surveys, contests, pyramid schemes or chain letters.
(vi) Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
(vii) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
(viii) Restrict or inhibit any other user from using and enjoying the Communication Services.
(ix) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service or violate any applicable laws or regulations.
(x) Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
No Obligation To Monitor Communication Services. Koba has no obligation to monitor the Communication Services. However, Koba reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Koba also reserves the right in its sole discretion to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Limitation of Liability. Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Koba does not control or endorse the content, messages or information found in any Communication Service and, therefore, Koba specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination, you are responsible for adhering to such limitations if you download the materials.
Submissions Provided By You Not Confidential. You acknowledge that any materials or messages posted, files uploaded, data input or any other form of communication through the Koba Websites ("Submissions") are not confidential and that such Submissions may be read or intercepted by others. You acknowledge that by submitting Submissions to the Koba Websites no confidential, fiduciary, contractually implied or other relationship is created between you and Koba other than pursuant to this Agreement.
License To Koba In Submissions. By posting, uploading, inputting, providing or submitting your Submission you are granting Koba, its affiliated companies and licensees the non-exclusive worldwide unrestricted cost and royalty-free license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission, in connection with commercial or non-commercial endeavours. No compensation will be paid with respect to such use of your Submission. Koba is under no obligation to post or use any Submission you may provide and Koba may remove any Submission at any time in Koba's sole discretion.
Warranty & Representation. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions and to grant to Koba the right and license to copy, publicly display and otherwise exploit your Submission as more fully described in the preceding paragraph. You hereby waive all rights to any claim against Koba for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with such Submissions.
SOFTWARE AVAILABLE ON THE WEB SITE
Software License Agreement. Your use of software (if any) that is made available to download from the Koba Websites, excluding software that may be made available by end-users through a Communication Service ("Software"), is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software not accompanied by a License Agreement, Koba hereby grants to you, the user, a personal, non-transferable license to use the Software only for viewing and otherwise using the Web Site in accordance with the terms of this Agreement, and for no other purpose. All Software Copyright Protected. All Software is the copyrighted work of Koba and/or its Content Suppliers and is protected by copyright laws and international treaty provisions, all of which being hereby reserved. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. You shall keep intact all copyright and other proprietary notices. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited. the software is warranted, if at all, only according to the terms of the License Agreement. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of Canada. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to these export restrictions.
LIABILITY DISCLAIMERS AND LIMITATIONS
No Representation or Warranties by Koba. You agree that the Koba Web Sites, including all content, Software, functions, materials and information made available on or accessed through the Koba Websites, are provided to you at your own risk for your personal non-commercial use and on an "as is, as available" basis. To the fullest extent permissible by law, Koba makes no representations, endorsements or warranties, expressed or implied, including, but not limited to, those of merchantability or fitness for a particular purpose, with respect to Koba, Moose Enterprises, the Content Suppliers, the Koba Websites, or any content, merchandise, information or service provided through the Koba Websites or on the Internet generally or the functions made accessible by any software used on or accessed through the Koba Websites, for any hypertext links to third party web sites or for any breach of security associated with the transmission of sensitive information through the Koba Websites or any linked site. Koba does not warrant that the functions contained in the Koba Websites or any content contained therein will be uninterrupted, error free or that defects will be corrected.
No Endorsement by Koba of Internet information. You understand that Koba and its Content Suppliers do not operate, control, or endorse any information, products or services on the internet in any way nor does Koba nor its Content Suppliers represent or endorse the accuracy or reliability of any advice, opinion, statement or other content displayed or distributed through the Koba Websites which did not originate with Koba or its Content Suppliers. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or content shall be at your sole risk. You agree that neither Moose Enterprises, Koba nor its Content Suppliers shall be liable for any cost or damage arising either directly or indirectly from any such opinions, advice, services, merchandise and other content. You understand further that the internet contains unedited materials, some of which are sexually explicit or may be offensive to you, that you access such materials at your own risk and that Koba has no control over and accepts no responsibility whatsoever for such materials.
No Liability. You agree that in no event will Moose Enterprises, Koba, its affiliates, and Koba's and its affiliates' respective officers, directors, employees, agents and contractors be liable for: (i) any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the Web Site, or any content or transactions provided on the Web Site, even if Moose Enterprises, Koba, its affiliates, and Koba's and its affiliates or their authorized representatives have been advised of the possibility of such damages; or (ii) any claim attributable to errors, omissions, or other inaccuracies in the Koba Websites and/or content, materials or information downloaded through the Koba Websites; or (iii) any injury, sickness, disease, death, damages, claims, or liability arising out of or attributable to the use by anyone of the Koba Websites or of any hardware, including any television set, monitor, or screen, arising out of or attributable to use by anyone of such hardware for the purpose of accessing and/or viewing the Koba Websites.
Indemnity. You undertake and agree to ensure that all persons you authorize to use the Koba Websites have read and will comply with the terms and conditions of this Agreement and are solely responsible and liable for actions which are in contravention of this Agreement or any applicable law. You agree to indemnify, defend and hold harmless Moose Enterprises and Koba, from and against all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from any violation of this Agreement or any activity related to the Koba Websites (including negligent or wrongful conduct) by you, by any persons allowed by you to access the Koba Websites or by any other person accessing the Koba Websites or services provided pursuant to the Koba Websites using your identification or password. The provisions of this paragraph are for the benefit of Moose Enterprises, Koba, and their respective affiliates, and the respective officers, directors, employees, agents and contractors thereof. Each of these entities or individuals shall have the right to assert and enforce these provisions directly against you on its own behalf.
Koba reserves the right (but has no obligation), at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall have no further obligation to provide indemnification for such matter.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Koba as a result of this Agreement or use of Koba’s Websites. Koba's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Koba's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Koba Websites or information provided to or gathered by Koba with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Koba with respect to the Koba Websites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Koba with respect to the Koba Websites. Headings are for convenience only. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Agreement and your use of the Koba Websites shall be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein. You agree that exclusive jurisdiction for any claim or dispute resides in the courts of the Province of Manitoba. You further agree and expressly consent to attorn to the jurisdiction of the courts of the Province of Manitoba in connection with any dispute or claim involving you, Koba, Koba's affiliates, or the Koba Websites. Koba may assign its rights under this Agreement and its ownership of the Web Site or any interest therein at any time without notice to you. You may not assign your rights under this Agreement to anyone.