End User License Agreement

This End User License Agreement (“Agreement”) is a binding agreement between you, as the parent or legal guardian contracting for yourself and on behalf of any child profile you create or supervise (“End User” or “you”), and ClockwiseTV LLC (“Company”). This Agreement governs your access to and use of the ClockwiseTV application, platform, website located at https://clockwisetv.com/, content, functionality, and services, as made available on tablets, computers, websites, apps, and other supported devices and access points (including all related documentation, the “Application”). The Application is licensed, not sold, to you.

BY CLICKING THE “AGREE” BUTTON OR DOWNLOADING, INSTALLING, ACCESSING, OR USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER, OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND THE PARENT OR LEGAL GUARDIAN OF ANY CHILD FOR WHOM YOU CREATE OR MANAGE A PROFILE OR ACCOUNT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS FOR YOURSELF AND FOR ANY CHILD’S USE UNDER YOUR ACCOUNT AND SUPERVISION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE APPLICATION, AND DELETE OR DISCONTINUE USE OF IT ON YOUR DEVICE OR THROUGH ANY OTHER ACCESS POINT.

License Grant

Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:

• download, install, access, and use the Application for your personal, non-commercial use on tablets, computers, websites, mobile phones, and other supported devices or access points owned or otherwise controlled by you (each, a “Supported Device”) strictly in accordance with the Application’s documentation; and/or
• access, stream, and use on such Supported Device the Content and Services (as defined in the Content and Services section) made available in or otherwise accessible through the Application, including child-directed, subscription-based educational video and related content aggregated on the ClockwiseTV platform, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services.

License Restrictions

You shall not:

• copy the Application, except as expressly permitted by this license;
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; or
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time.

Reservation of Rights

You acknowledge and agree that the Application is provided under license, and not sold to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Collection and Use of Your Information

You acknowledge that when you download, install, access, or use the Application, Company may use automatic means to collect information about your Supported Device, browser, access point, and about your use of the Application. You also may be required to provide certain parent or legal guardian account information, subscription information, and limited child profile information as a condition to accessing or using the Application or certain of its features or functionality, as described in the Privacy Policy and incorporated into this Agreement by reference. ClockwiseTV is a child-directed service designed for use by parents or legal guardians on behalf of children under 13, and Company may rely on verifiable parental consent, including through a credit card or other payment method used for verification, as described in the Privacy Policy. Company does not sell personal data, does not share personal data for cross-context behavioral advertising, and does not use or disclose children’s personal information for targeted advertising. By downloading, installing, accessing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, including parental choices, review, correction, and deletion rights described therein.

Content and Services

The Application may provide you with access to Company’s website located at https://clockwisetv.com/ (the “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by the Website’s Terms of Use and Privacy Policy available on the Website, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy, register with the Website or Application, maintain an active subscription, and provide any information or parental consent required by Company, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.

Geographic Restrictions

The Content and Services are provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

Updates

Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Supported Device, browser, app, website, or platform settings, when your Supported Device or access point is connected to the internet either:

• the Application will automatically download and install all available Updates; or
• you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

Third-Party Materials

The Application may display, include, aggregate, stream, or make available third-party content, including content from YouTube and other third-party licensors, syndicators, aggregators, content delivery networks, streaming providers, and service providers (including data, information, applications, videos, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). Company uses commercially reasonable efforts to curate Third-Party Materials with children’s safety in mind. You acknowledge and agree, however, that Company cannot guarantee that all Third-Party Materials are accurate, complete, or valid, and Company does not warrant that all Third-Party Materials comply with all applicable laws. To the extent permitted by law, Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided as part of the Content and Services or solely as a convenience to you, and you access and use them subject to this Agreement and such third parties’ applicable terms and conditions.

Term and Termination

The term of Agreement commences when you download, install, access, use, or acknowledge your acceptance of the Application and will continue in effect until terminated by you or Company as set forth in this section.

You may terminate this Agreement by deleting the Application and all copies thereof from your Supported Device and discontinuing access to and use of the Application through any website, app, platform, or other access point; however, deleting the Application does not by itself cancel any paid membership or subscription plan (“Membership”), payment obligation, or account, which must be cancelled in accordance with the Terms of Use and any applicable subscription terms.

Company may terminate this Agreement at any time without notice if it ceases to support the Application, discontinues or amends any aspect of the Content and Services, disables your account or subscription, or determines that you or any child using your account has violated this Agreement, the Terms of Use, the Privacy Policy, or applicable law. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination:

• all rights granted to you under this Agreement will also terminate; and
• you must cease all use of the Application and delete all copies of the Application from your Supported Device and discontinue access to and use of the Application through any website, app, platform, or other access point, except that Company may retain or delete account, subscription, child profile, and usage information as described in the Privacy Policy and as required or permitted by applicable law.

Termination will not limit any of Company’s rights or remedies at law or in equity.

Disclaimer of Warranties

THE APPLICATION IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, ARISING FROM OR RELATED TO THIS AGREEMENT, THE APPLICATION, OR THE CONTENT AND SERVICES EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE APPLICABLE MEMBERSHIP DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, licensors, service providers, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your or any child’s use or misuse of the Application under your account or supervision, your breach of this Agreement, your violation of the Terms of Use or Privacy Policy, your violation of applicable law, or any content or information you submit or make available through this Application.

Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Governing Law and Jurisdiction

All matters relating to this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Montana without giving effect to any choice or conflict of law provision or rule (whether of the State of Montana or any other jurisdiction).

Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, or your use of the Application (collectively, “Disputes”), shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, except as modified by this section. The arbitration shall be conducted by a single arbitrator, and the seat of arbitration shall be Missoula County, Montana. The arbitrator shall apply the substantive laws of the State of Montana. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Missoula County, Montana. YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial. If any part of this arbitration provision is found to be unenforceable, the remainder shall continue to apply.

Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Entire Agreement

This Agreement, the Terms of Use, the Privacy Policy, and any subscription or payment terms presented at purchase constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.