1. Introduction:

Through the KGH Media and/or affiliated entities (“KGH Media”, “we” or “us”) provide our users with a marketplace that facilitates licensing transactions between Content Contributors and Members (the “Services”). The Services of KGH Media are provided via www.kghmedia.com (the “Website”). The Services are provided subject to these Terms and Conditions, which also incorporate our Privacy Policy, and any other guidelines, rules or operating policies that KGH Media may establish and post on our website from time to time (collectively the “Agreement”). The terms define the Terms and Conditions under which you’re allowed to use KGH Media and how we’ll treat your account while you’re a Member. As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this agreement (or “you”).

The Website allows Content Contributors to upload and promote their original content on the Website. You are solely responsible for any content and other material that you submit, publish, transmit, or display on, though, or with our Services (“Authorized Content”). If you use our digital content distribution and monetization services by uploading your original content on theWebsite, it constitutes your agreement to and acceptance of this Agreement and you will be deemed as a Content Contributor (“You”, “Content Contributor”etc.).

2. Account:

2.1: In order to use KGH Media, you must 1) be at least eighteen (18) years old and able to enter into contracts; 2) complete the registration process; 3) agree to the Terms and Conditions including our Privacy Policy; and 4) provide true, complete, and up to date legal and contact information. If you sign up for KGH Media on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms on their behalf.

2.2: By using KGH Media, you represent and warrant that you meet all the requirements listed above, and that you won’t use KGH Media in a way that violates any laws or regulations. KGH Media may refuse service, close accounts of any users, and change eligibility requirements at any time.

2.3: You can create a Website account through your account with certain third-party social networking services such as Facebook, Google, Twitter (each, an “SNS Account”). If you choose the SNS Account option, we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.

3. Term:

3.1: The Term begins as soon as you access the Website and continues as long as you use the Service. Clicking the button and entering your username means that you’ve officially “signed” the Terms and Conditions.

4. Account and Password:

4.1: The Services are provided to You via dedicated account on the Website. Every account is linked to a separate user.

4.2: You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to, whether or not you authorized the use. You’ll immediately notify us of any unauthorized use of your accounts.

4.3: We’re not responsible for any losses due to stolen or hacked passwords.

4.4: We don’t have access to your current password, and for security reasons, we may only reset your password.

5. Distribution of Authorized Content:

There are three ways Members can License Authorized Content on the Website:

5.1: Single Use Synchronization License:This license allows the purchasing Member, the right to use the Authorized Content for one published visual piece, such as a movie, video game, commercial etc.

5.2: Multiple Use Synchronization License:This license allows the purchasing Member, the right to use the Authorized Content for more than one (but a limited number of) published visual piece, such as a movie, video game, commercial etc.

5.3: Unlimited Use Synchronization License:This license allows the purchasing Member, the right to use the Authorized Content for unlimited number of published visual piece, such as a movie, video game, commercial etc.

6. Purchase System:

6.1: Direct Purchase System.

6.1.1: Content Contributors can set a fixed fee for Single/Multiple/Unlimited Use Synchronization License for their Authorized Content (“Fixed Synchronization License Fee”). Members can purchase appropriate license directly and automatically after completing the payment process. This system will not require prior approval from the Content Contributors.

6.2: Bidding System: If the Member is not willing to pay the Fixed Synchronization License Fee or is looking for a custom license, the Member may bid on the Authorized Content.

6.2.1: Bidding will allow the Members to submit the price they are willing to pay for that particular Authorized Content. The Content Contributor may accept, reject, counter or delete any bid based on Content Contributor’s discretion.

6.2.2: When a bid is accepted by the Content Contributor, Member who made the bid will receive a notification after which the Member will have 24 hours to complete the payment of the bid value (“Accepted Bid Value”). If Member fails to complete the payment transaction within 24 hours, the acceptance of bid will be void.

6.2.3: When a bid is rejected by the Content Contributor, Member who made the bid will receive a notification for the same.

6.2.4: When a bid is countered by the Content Contributor, Member who made the bid will receive a notification after which the Member will have 24 hours to accept the counteroffer and complete the payment transaction. If Member fails to complete the payment transaction within 24 hours, the counteroffer will be void.

6.2.5: When a bid is deleted by the Content Contributor, Member who made the bid will receive a notification for the same.

7. Service Fees:

7.1 None

8. Cancellation and Inactivity:

8.1: This Agreement shall, by mutual consent of the parties, remain in force perpetually until it is mutually terminated by both the parties.

8.2: We may at any time terminate our agreement with you if (a) you have breached any provision of these Terms and Conditions (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with these Terms); (b) we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) the provision of the Services to you by us is, in our opinion, no longer commercially viable; or (d) we have elected to discontinue the Services (or any part thereof).

8.3: Once terminated, we may permanently delete your account and all the data associated with it.

8.4: If you do not log in to your account for six or more months, we may treat your account as “inactive” and permanently delete the account and all the data associated with it.

8.5: If KGH Media terminates this Agreement because you breached this Agreement or any applicable laws, no refund will be issued even if you have unused, prepaid amounts for Services under this Agreement.

8.6: For all accounts, KGH Media may charge an account Reactivation fee should an account need to be reactivated by a customer after an account has become de-activated due to breach of this Agreement and/or long period of inactivity.

9. Intellectual Property Rights:

9.1: The Services and Website contains Intellectual Property of KGH Mediain the form of website content, graphics, videos, audios, text and any other digital content (“Website Content”). This is an Agreement for the Services, and you are not granted a license to any Website Contentunder this Agreement. Except to the extent that applicable laws prevent KGH Media from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or the Website or Website Content; (ii) remove any proprietary notices or labels from the Website Content; reproduce or copy the Website Contentor any part thereof; (iii) modify, translate, or create derivative works based on the Website Content; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Website Content; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services; or (vii) allow third parties to gain access to the Services or to Website Contentin any manner other than as expressly permitted in this Agreement.

9.2: The Services shall be used for your own personal and commercial purpose only and you shall not use the Services or any Website Contentfor commercial benefit of any third-party.

9.3: You acknowledge and agree that the Services, the Company names and logos and all related product and service names, design marks and slogans, and all other material comprising the Services, are the property of the KGH Mediaor its affiliates or suppliers (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/ or other intellectual properties are owned by KGH Media or by other parties that have licensed their material to KGH Media. You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of KGH Media. Your use of the Services confers no title or ownership in the Servicesor the Marks and is not a sale of any rights in the Servicesor the Marks. All ownership rights remain in KGH Media or its third-party suppliers, as the case may be.

9.4: You acknowledge and agree that any comments, ideas and/or reports provided to KGH Media (“Feedback”) shall be the property of KGH Media and you hereby irrevocably transfer and assign to KGH Media such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.

10. Privacy Policy:

10.1: In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to KGH Media. KGH Media may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or to communicate separately with you.

10.2: We may use and disclose your information according to our Privacy Policy. Our Privacy Policy will be treated as part of these Terms and Conditions.

11. Limitation of Liability:

11.1: To the maximum extent permitted by law, you assume full responsibility for any loss that results from your use of the Website and the Services, including any downloads from the Website. We and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages. Our total liability for all claims made about the Service in any month will be no more than what you paid us for the Service the month before.

12. No Warranties:

12.1: To the maximum extent permitted by law, we provide the material on the Website and the Service as is. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.

12.2: From time to time down-time, either scheduled or unscheduled, may occur. KGH Media will work within reason to ensure this amount of down-time is limited. KGH Media will not be held liable for the consequences of any down-time.

12.3: KGH Media cannot guarantee that Website Content or Content available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all files associated with the Services, and you release KGH Media entirely of all responsibility for any consequences of its use.

13. Indemnity:

You agree to indemnify and hold us and our Team harmless from any losses (including attorney fees) that result from any claims you make that aren’t allowed under these Terms and Conditions due to a “Limitation of Liability” or other provision. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your password did something that, if true, would violate any of these Terms and Conditions.

14. Disclaimers:

We are not responsible for the behavior of other Members.

15. Assignments:

You may not assign any of your rights under this agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.

16. Choice of Law:

Laws of the state of New York will apply to any dispute related to these Terms and Conditions or the Service. Any dispute related to the Terms, the Privacy Policy, or the Service itself will be decided by the courts in Brooklyn, New York, and each party will be subject to the jurisdiction of those courts.

17. Force Majeure:

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

18. Survivability:

Even if this Agreement is terminated, the following sections will continue to apply: Rights, Compliance, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

19. Severability:

If it turns out that a section of this Agreement isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.

20. Interpretation:

The headers are provided only to make this agreement easier to read and understand.

21. Amendments and Waiver:

Amendments or changes to these Terms and Conditions won’t be effective until we post revised Terms on the Website. That aside, additional terms may apply to certain features of the Service. The Additional Terms will be considered incorporated into these Terms when you activate the feature. Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control. If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms and Conditions, and we may still take action at some point.

22. Notices:

Any notice to you will be effective when we send it to the last email or physical address you gave us or posted on our Website. Any notice to us will be effective when delivered to us at kidsgettinghurt@gmail.com, or any addresses as we may later post on the Website.

23. Entire Agreement:

These Terms and Conditions, our Privacy Policy, and any Additional Terms you’ve agreed to make up the entire agreement and supersede all prior agreements, representations, and understandings.