IKids Terms of Use Agreement

May 19, 2008

iKids Website

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the iKids Services. By using the iKids Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the iKids Website, including through a mobile device, or otherwise use the iKids Services without being registered) or you are a "Website Registrant" (which means that you have registered with iKids Services). The term "User" refers to a Visitor or a Website Registrant. You are only authorized to use the iKids Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the iKids Website and discontinue use of the iKids Services immediately. If you wish to become a Website Registrant or make use of the iKids Services, you must read this Agreement and indicate your acceptance during the registration process.

This Agreement includes iKids policy for acceptable use of the iKids Services and Content (as defined in Section 6.1 below) posted on or through the iKids Services and your rights, obligations and restrictions regarding your use of the iKids Services and Content posted on or through the iKids Services. In order to participate in certain iKids Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from iKids. Unless otherwise provided by the additional terms and conditions applicable to the iKids Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by emailing us at: This e-mail address is being protected from spam bots, you need JavaScript enabled to view it , Subject: Terms of Use Agreement.

iKids may modify this Agreement from time to time and any such modification or modifications shall be effective upon posting by iKids on the iKids Website. Your continued use of the iKids Services after iKids posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on or through the iKids Services and that you provide to other Users. Your iKids information that you post may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other iKids Website Registrants may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and iKids assumes no responsibility or liability for this material. If you become aware of misuse of the iKids Services by any person, please click on the "Contact iKids” link.

iKids reserves the right, in its sole discretion, to reject, refuse to post or remove any posting by you, or to deny, restrict, suspend, or terminate your access to all or any part of the iKids Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. iKids expressly reserves the right to remove all or any part of your information and/or deny, restrict, suspend, or terminate your access to all or any part of the iKids Services if iKids determines, in its sole discretion, that you have violated this Agreement or pose a threat to iKids and/or its Users.

1. Eligibility. Use of the iKids Services and registration to be a Website Registrant for the iKids Services (“Website Registrantship”) is void where prohibited. By using the iKids Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the iKids Services does not violate any applicable law or regulation. All or any part of your information may be deleted and your Website Registrantship may be terminated without warning, if we believe that you are under 14 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older, or if we believe you are over 18 and represent yourself as under 18.

2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the iKids Services or are a Website Registrant. You may terminate your Website Registrantship at any time, for any reason, by sending an e-mail to This e-mail address is being protected from spam bots, you need JavaScript enabled to view it and requesting that your information be deleted. and/or that iKids cancel you Website Registrantship. iKids may terminate your Website Registrantship at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after your Website Registrantship is terminated, this Agreement will remain in effect, including Sections 3-15.

3. Use by Website Registrants. The iKids Services are are offered for the personal use of Website Regisrants and may not be used for promotional purposes or direct commercial endeavors. iKids reserves the right to remove promotional or commercial content in its sole discretion. Illegal and/or unauthorized use of the iKids Services, including collecting usernames, user id numbers, and/or email addresses of Website Registrants by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the iKids Website or iKids Services, or employing third party promotional sites or software to promote information for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Website Registrant information without notice or explanation and may result in termination of Website Registrationship privileges. IKids reserves the right to take appropriate legal action for any illegal or unauthorized use of the IKids Services.

4. Proprietary Rights in Content on IKids.

4.1 IKids does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the iKids Services. After posting your Content to the iKids Services, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("posting") any Content on or through the iKids Services, you hereby grant to iKids a limited royalty free license to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content solely on or through the iKids Services, including without limitation distributing part or all of the iKids Website in any media formats and through any media channels, except Content marked “private” will not be distributed outside the iKids Website. This limited license does not grant iKids the right to sell or otherwise distribute your Content outside of the iKids Services. After you remove your Content from the iKids Website, iKids will cease distribution as soon as practicable, and at such time when distribution ceases, the license will terminate. If after iKids has distributed your Content outside the iKids Website you inform iKids of your desire to keep such information “private”, we will cease distribution of such “private” Content outside the iKids Website as soon as practicable after you make the change.

4.2 The license you grant to iKids is non-exclusive (meaning you are free to license your Content to anyone else in addition to iKids on a non-exclusive basis), fully-paid and royalty-free (meaning that iKids is not required to pay you for the use on the iKids Services of the Content that you post), sublicensable (so that iKids is able to use its affiliates, subcontractors and other partners such as Internet content delivery networks and wireless carriers to provide the iKids Services), and worldwide (because the Internet and the iKids Services are global in reach).

4.3 You represent and warrant that: (i) you own the Content posted by you on or through the iKids Services or otherwise have the right to grant the license set forth in this Section 4, and (ii) the posting of your Content on or through the iKids Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you on or through the iKids Services.

4.4 The iKids Services contain Content of iKids ("iKids Content"). iKids Content may be protected by one or more of copyright, trademark, patent, trade secret and other laws, and iKids owns and retains all rights in the iKids Content and the iKids Services. iKids hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the iKids Content (excluding any software code) solely for your personal use in connection with viewing the iKids Website and using the iKids Services. Any other use is expressly prohibited.

4.5 The iKids Services contain Content of Users and other iKids licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the iKids Services.

4.6 iKids performs technical functions necessary to offer the iKids Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the iKids Services.

5. Content Posted.

5.1 iKids may reject, refuse to post or delete any Content for any or no reason at iKids’ sole discretion, including Content that in the sole judgment of iKids violates this Agreement or which may be offensive, illegal or violates the rights of any person or entity, or harms or threatens the safety of any person or entity. iKids assumes no responsibility for monitoring the iKids Services for inappropriate Content or conduct. If at any time iKids chooses, in its sole discretion, to monitor the iKids Services, iKids nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

5.2 You are solely responsible for the Content that you post on or through any of the iKids Services, and any material or information that you transmit to other Website Registrants and for your interactions with other Users.

6. Content/Activity Prohibited. The following are examples of the kind of Content that is illegal or prohibited to post on or through the iKids Services. iKids reserves the right to investigate and take appropriate legal action against anyone who, in iKids's sole discretion, violates this provision, including without limitation, removing the offending Content from the iKids Services and terminating the Website Registrantship of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of iKids:

6.1 is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

6.2 harasses or advocates harassment of another person;

6.3 exploits people in a sexual or violent manner;

6.4 contains nudity, sexual imagery, excessive violence, or offensive subject matter or contains a link to an adult website;

6.5 solicits personal information from anyone under 18;

6.6 publicly posts information that poses or creates a privacy or security risk to any person;

6.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

6.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;

6.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

6.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

6.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

6.12 solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

6.13 involves commercial activities and/or sales without prior written consent from iKids such as contests, sweepstakes, barter, advertising, or pyramid schemes;

6.14 includes a photograph or video of another person that you have posted without that person's consent;

6.15 violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.

The following are non-limiting examples of the kind of activity that is illegal or prohibited on the iKids Website and through your use of the iKids Services. iKids reserves the right to investigate and take appropriate legal action against anyone who, in iKids's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

6.16 criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, trademark infringement or theft or misappropriation of trade secrets;

6.17 advertising to, or solicitation of, any Website Registrant to buy or sell any products or services through the unauthorized or impermissible use of the iKids Services. You may not transmit any chain letters or junk email to other Website Registrants. In order to protect our Website Registrants from such advertising or solicitation, iKids reserves the right to restrict the number of emails which a Website Registrant may send to other Website Registrants in any 24-hour period to a number which iKids deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the iKids Services, you acknowledge that you will have caused substantial harm to iKids, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay iKids $50 for each such unsolicited email or other unauthorized commercial communication you send through the iKids Services;

6.18 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the iKids Services;

6.19 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;

6.20 covering or obscuring the banner advertisements on your personal information page, or any iKids page via HTML/CSS or any other means;

6.21 any automated use of the system, such as, but not limited to, using
scripts to add friends or send comments or messages;

6.22 interfering with, disrupting, or creating an undue burden on the iKids Services or the networks or services connected to the iKids Services;

6.23 impersonating or attempting to impersonate another Website Registrant, person or entity;

6.24 using the account, username, or password of another Website Registrant at any time or disclosing your password to any third party or permitting any third party to access your account;

6.25 selling or otherwise transferring your information;

6.26 using any information obtained from the iKids Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;

6.27 displaying an unauthorized commercial advertisement or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the IKids Services on behalf of that person, such as placing commercial content on your information, posting blogs or bulletins with a commercial purpose, selecting a information with a commercial purpose or sending private messages with a commercial purpose; or

6.28 using the iKids Services in a manner inconsistent with any and all applicable laws and regulations.

7. Protecting Copyrights and Other Intellectual Property. iKids respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. iKids has the right to terminate the Website Registrationship of infringers or persons iKids believes in its own discretion is infringing any intellectual property rights.

8. Website Registrant Disputes. You are solely responsible for your interactions with other iKids Website Registrants. iKids reserves the right, but has no obligation, to become involved in any way with disputes between you and other Website Registrants.

9. Privacy. Use of the iKids Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

10. Disclaimers. iKids is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the iKids Services, whether caused by Users of the iKids Services or by any of the equipment or programming associated with or utilized in the iKids Services and such User Content does not necessarily reflect the opinions or policies of iKids. Information and third party applications created and posted by Website Registrants on the iKids Website may contain links to other websites. iKids is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by iKids. Inclusion of any linked website on the iKids Services does not imply approval or endorsement of the linked website by iKids. When you access these third party sites, you do so at your own risk. iKids is not responsible for the conduct, whether online or offline, of any User of the iKids Services. iKids assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Website Registrant communication. iKids is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the iKids Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the iKids Services. Under no circumstances shall iKids be responsible for any loss or damage, including personal injury or death, resulting from use of the iKids Services, attendance at an iKids event, from any User Content posted on or through the iKids Services, or from the conduct of any Users of the iKids Services, whether online or offline. The iKids Services are provided "AS-IS" and as available and iKids expressly disclaims any warranty of fitness for a particular purpose or non-infringement. iKids cannot guarantee and does not promise any specific results from use of the iKids Services.

11. Limitation on Liability. IN NO EVENT SHALL IKIDS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE IKIDS SERVICES, EVEN IF IKIDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IKIDS'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO IKIDS FOR THE IKIDS SERVICES DURING THE TERM OF WEBSITE REGISTRANTSHIP.

12. U.S. Export Controls. Software available in connection with the iKids Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the iKids Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

13. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to its conflict of law provisions. You and iKids agree to submit to the exclusive jurisdiction of the courts located within the State of Connecticut to resolve any dispute arising out of the Agreement or the iKids Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

14. Indemnity. You agree to indemnify and hold iKids, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the iKids Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the iKids Services causes iKids to be liable to another.

15. Other. This Agreement is accepted upon your use of the iKids Website or any of the iKids Services and is further affirmed by you becoming a Website Registrant. This Agreement constitutes the entire agreement between you and iKids regarding the use of the iKids Services. The failure of iKids to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. iKids is a trademark of Innovative USA, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: Contact iKids with any questions regarding this Agreement.