Terms of Service

Last Revised on 25 May 2023

Welcome to KINO! KINO Tech, Inc. (“Company,” “we,” “us,” “our"), provides its Services to you through its website located at kino.studio (the “Website”), its mobile application (the “App”), and related Content (as defined below), products, and services, which may include static and live-streamed video content, trailers and teasers, static and live-posted descriptions and calls-to-action, polls and quizzes, badging, mini-games, information graphics, static photographs and media, authentic props, tickets for digital experiences such as paywalled Q&As and meet-the-cast/crew, memorabilia, merchandising, Smart-Contracted Assets (as defined below), etc. (collectively, such services, including any new features and applications, the “Service(s)”), subject to these Terms of Service (“Terms”). These Terms constitute a legally binding agreement between Company and each registered or unregistered end user (each, a “User,” “you” or “your”) of the Services.

Please carefully review these Terms, as they govern your access to and use of the Services. By accessing and using the Services, you are deemed to have read, accepted, executed and agreed to be bound by these Terms. We may change or amend the Terms at any time at our sole and absolute discretion. Any changes to the Terms will be in effect as of the “LAST REVISED” date referred to at the top of this page. You acknowledge and agree that the form and nature of the Services, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the Services. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Services. If you do not understand or agree to these Terms, please do not use the Services.

Section 6 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us related to the Services through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) to waive your right to participate in class actions, class arbitrations, or representative actions in connection with your use of the Services. You have the right to opt-out of arbitration as explained in Section 6.

For more information about our collection, use, and sharing of your information, please find our Privacy Policy at shop.kino.studio/pages/privacy-policy. By using the Services, you consent to our collection and use of personal data as outlined therein.

IF ANY PROVISION OF THESE TERMS OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE SERVICES AND DO NOT CREATE AN ACCOUNT. YOUR CONTINUED USE OF THE SERVICES FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.

Sections

Registration and Use of the Services
Billing and Cancellation
Copyright License Grant and Restrictions
Account Suspension and Termination
Smart Contracted Assets (“NFTs”)
Binding Arbitration and Class Action Waiver
Additional Provisions

1. REGISTRATION AND USE OF THE SERVICES

1.1 Registration Obligations. If you choose to register for the Service, you agree to provide true and accurate information about yourself. Registration data is governed by our Privacy Policy. You must be 16 years of age or older to use the Services. If you are under 16 years of age, you are not authorized to use the Service, with or without registering. Users under the age of majority in their jurisdiction but that are at least 16 years of age are only permitted to use the Services if the user’s parent or guardian accepts these Terms on the user’s behalf prior to use of the Services. By creating an account, you represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State; and you will not use our Website to conduct any illegal or illicit activity. By using the Services, you represent and warrant that you meet these requirements.

1.2 Member Account, Password and Security. The Services accessible to you, whether through a paid subscription or offered for free, are for your personal and non-commercial use only and may not be shared with other individuals. You may, at Company’s discretion, access, edit and update your account via the account settings page of your profile or by contacting us. You are solely responsible for any activity on your account and any associated wallets and for maintaining the confidentiality and security of your password. You agree to (a) immediately notify KINO of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. We are not liable for any acts or omissions by you in connection with your account, and we are not liable for any loss resulting from your compromised account.

1.3 Modifications to Service. KINO reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that KINO will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We have no obligation to retain any of your account.

1.4 Membership. A paid membership is required to access parts of the Services. Your membership will continue and automatically renew until terminated. To access the membership you must have Internet access and provide us with one or more current, valid, accepted methods of payment, which may include payment through your account with a third party, such as a third-party wallet (“Payment Method”).

1.5 Service Updates. The KINO software is developed by and for our use only. The software may vary by device and medium, and functionalities may also differ between devices. By using our Services, you agree to receive, without further notice or prompting, updated versions of the KINO software.

1.6 Use of Services. You are responsible for providing the device, wireless service plan, software, internet connections and/or other equipment or services that you need to download, install and use of any of the Services. We do not guarantee that the Services can be accessed and used on any particular device or with any particular service plan. We do not guarantee that such Apps are or will be available in, or that orders for any Services or Smart Contracted Assets can be placed from, any particular geographic location. As part of the Services, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the Services.

1.7 SMS Messaging and Phone Calls. We may contact you via telephone or text messages, such as for two factor authentication, in furtherance of the Services. You agree that the Company may contact you via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any Smart Contracted Assets. You also understand that you may opt out of receiving promotional text messages from us at any time either by texting the word “STOP” to the number that sent you the most recent promotional text message or by contacting contact@kino.studio. If you do not choose to opt out, we may contact you as outlined in our Privacy Policy.

1.8 Future Unavailability. It is possible that the Services and/or some or all Content (as defined below) may not be available for streaming or downloading at any given time including (i) during any maintenance or update periods; (ii) any power or server outages; (iii) as a result of war, riots, strikes, social unrest; or (iv) as a result of other matters beyond the control of us or third parties. We will take reasonable efforts to provide you with as much prior notice as possible; however, we shall have no liability to you in such event. There may be times when we have to remove certain features or functionality and/or devices or platforms from being able to access the Services. We will do our best to let you know of any of these changes, usage rules and restrictions, but you acknowledge that we may do so in our sole discretion at any time without notice. You also agree that we will not be liable to you for any modification, suspension or discontinuance of the Services, although if you are a subscriber and we suspend or discontinue your subscription to the Services, we may, in our sole discretion, provide you with a credit, refund, discount or other form of consideration. However, if we terminate your account or suspend or discontinue your access to the Services due to your violation of this Agreement, then you will not be eligible for any such credit, refund, discount or other consideration.

2. BILLING AND CANCELLATION

2.1 Billing Cycle. The membership fee for the KINO service and any other charges you may incur in connection with your use of the Service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific payment date indicated on the "Account" page. The length of your billing cycle will depend on the type of subscription that you choose when you sign up for the Service. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. If you signed up for KINO using your account with a third party as a Payment Method, you can find the billing information about your KINO membership by visiting your account with the applicable third party.

2.2 Payment Methods. To use the paid KINO membership Services you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details. You can update your Payment Methods by accessing your account settings. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

2.3 Changes to Subscription Plans. We may change our subscription plans and the price of our Services from time to time; however, you will receive notice of such change no later than 30 days prior to the change. If you do not wish to accept the change to your subscription plan, you can cancel your subscription before the change takes effect.

2.4 Cancellation and Refund Policy. You can cancel your subscription to one or more of the Services at any time, and you will continue to have access to the Service through the end of your billing period. Payments are nonrefundable and there are no refunds or credits for partially used subscription periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

3. COPYRIGHT LICENSE GRANT AND RESTRICTIONS

3.1 License. Within the United States and subject to the conditions of these Terms, we grant you a limited, personal use, non-transferable, non-assignable, revocable, non-exclusive and non-sublicensable right to do the following:

Install and make non-commercial, personal use of the Services; and
stream or temporarily download copyrighted materials, including but not limited to movies, television shows, behind the scenes interviews, other entertainment or informational programming, trailers, bonus materials, images, and artwork (collectively, the “Content”) that are available to you from the Services.

This is a license agreement and not an agreement for sale or assignment of any rights in the Content or the Services, unless otherwise explicitly stated and agreed upon in Company’s sole discretion. The purchase of a license to stream or temporarily download any Content does not create an ownership interest in such Content. Such Content belongs to its respective owners and is protected by the copyright laws of the United States, as well as other intellectual property laws and treaties.

3.2 Restrictions on Your Use of the Content and Services.

Regarding any and all Content accessible to you in the Services, you agree that as a condition of your license, you may not and agree not to:

circumvent or disable any content protection system or digital rights management technology used in connection with the Services to control access to the Content;
copy, distribute, offer for sale, modify, display, perform, publish, or create derivative works from the Content (except as expressly permitted by this Agreement);
use the Content to advertise, market or sell any third party product or service
use the Content for any derogatory or defamatory purpose that creates harmful associations or a risk of harm, damage or liability to the Company, e.g., use in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Content;
create, sell or attempt to create or sell fractionalized interests in the Content or any Smart Contracted Asset; or
allow third parties to violate the above restrictions.

Regarding any and all Services related to the Content, you agree that as condition of your license, you may not and agree not to:

circumvent, remove, alter, deactivate, degrade, block, obscure or thwart any of the Content protections or other elements of the Services;
decompile, reverse engineer or disassemble any software or other products or processes accessible through the Services;
use any robot, spider, scraper or other automated means to access the Services;
use the Services for any commercial or business related use or in any commercial establishment or area open to the public (e.g., lobby, bar, restaurant, diner, stadium, casino, club, cafe, theater, etc.) or build a business utilizing the Content or Services, whether or not for profit;
use any data mining, data gathering or extraction method;
upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Services, including any software viruses or any other computer code, files or programs; or
Remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Services.

3.3 Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content) including, without limitation, the exclusive right to create derivative works.

3.4 Notice of Infringement – DMCA Policy. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright or other intellectual property infringement, or wish to submit a counterclaim pursuant to section 512(g)(2) and (3), you may submit a notification to contact@kino.studio in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”).

It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or other intellectual property rights of others. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

3.5 Inclusion of Third Party IP. If the Content contains Third Party IP (including, but not limited to, licensed intellectual property from any rights holder, such as music performance rights or publicity rights), you understand and agree as follows:

you do not have the right to use such Third Party IP in any way except as incorporated in the Content
such third party owns and retains all right, title and interest in and to such Third Party IP except as expressly licensed hereunder; and
the owner of such Third Party IP shall be a third-party beneficiary of, and entitled to enforce, these Terms against you with respect to such Third Party IP.

You are responsible for complying with all such restrictions to the extent that we inform you of them, and failure to do so will be deemed a breach of the license contained herein.

3.6 Ownership of Trademarks. The Company’s name, KINO, the “K Logo” and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

4. ACCOUNT SUSPENSION AND TERMINATION

You agree that we may, in our sole discretion and without notice or liability to you, restrict, suspend, or terminate your access to part or all of the Services, and to any Content if we believe you are using or have used the Services in violation of these Terms or applicable law or regulations or in any manner other than for their intended purpose and in accordance with all other guidelines and requirements applicable thereto. Additionally, the Company may suspend, disable, or delete any utility, privileges, or benefits associated with your ownership of any Smart Contracted Asset, your Account, and/or the Services with or without notice, for any or no reason, in the Company’s sole discretion.

You agree that we will not be liable to you or to any third party for any such restriction, suspension, or termination of your access to your account or the Content.

We also reserve the right to take appropriate legal action against you for violating intellectual property rights, fraud, or similar grounds for termination.

Our decision to delay exercising or enforcing any right or remedy under these Terms will not constitute a waiver of such right or remedy with respect to any party.

UPON TERMINATION OF YOUR ACCOUNT, WHETHER TERMINATED BASED ON OUR DETERMINATION OR AT YOUR REQUEST (OTHER THAN A CANCELLATION OF YOUR SUBSCRIPTION, IN WHICH CASE YOUR SUBSCRIPTION WILL CONTINUE TO THE END OF THE BILLING PERIOD), YOU WILL LOSE THE RIGHT TO ACCESS STREAMED OR DOWNLOADED CONTENT THROUGH THE SERVICES.

5. SMART CONTRACTED ASSETS (“NFTs”)

KINO may, from time to time, offer Smart Contracted Assets (defined below) or partner with a Third Party Platform offering Smart Contracted Assets. Notwithstanding the following section, in the event that the Smart Contracted Assets are hosted or listed on the Third Party Platform’s website or app, such third party terms and conditions shall, if a conflict exists with these Terms, supersede the conflicting parts of these Terms regarding the handling, purchase of, and scope of the Smart Contracted Asset. You agree that you will comply with applicable third party terms of use or terms of service, in addition to these Terms, when completing your purchase and for any subsequent engagement with the Smart Contracted Asset through the Third Party Platform.

5.1 Definitions. For the purpose of these Terms, the following definitions shall apply:

“Smart Contracted Asset” means a non-fungible token (“NFT”) or other digital offering implemented on a blockchain, such as, for illustration but not limitation, a non-fungible token conforming to the ERC-721 standard on the Ethereum blockchain network. The Smart Contracted Asset is separate and distinct from the Asset-Linked Content or any other Third Party IP with which it may be linked or associated. A Smart Contracted Asset is both a digital representation of particular value types and an automated record of transaction details, not a medium of exchange and is not convertible virtual currency.

“Asset-Gated Content” means Content that is only accessible, through the Services or otherwise, to holders of a specific Smart Contract.

“Asset-Linked Content” means Content that is specifically associated with and/or linked to the specific Smart Contract by inclusion of a reference (e.g., a hash or link) in the metadata of such Smart Contract.

5.2 Scope of License. If you purchase a Smart Contracted Asset, then subject to your compliance with these Terms and any Terms and Conditions specific to such Asset, Company hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Asset-Linked Content for such purchased Smart Contracted Asset, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your Smart Contracted Assets, provided that the marketplace cryptographically verifies each Smart Contracted Asset’s owner’s rights to display the Asset-Linked Content for their Smart Contracted Asset to ensure that only the actual owner can display such Content; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your Smart Contracted Asset, provided that the website/application cryptographically verifies each Smart Contracted Asset’s owner’s rights to display the Asset-Linked Content for their Smart Contracted Asset to ensure that only the actual owner can display the Content, and provided that the Content is no longer visible once the owner of the Smart Contracted Asset leaves the website/application. This license only lasts as long as you are the valid owner and holder of the Smart Contracted Asset associated with the licensed Content.

5.3 External Non-Custodial Wallet. You may choose to associate a non-custodial wallet (by way of example, a MetaMask, Magic, or Paper Wallet) (“External Non-Custodial Wallet”) with your Account. External Non-Custodial Wallets allow you to log into your Account and purchase, store and engage in transactions using the interface provided by the Services. Associating an External Non-Custodial Wallet, or a specific type thereof (e.g., a MetaMask wallet) may be required as a condition to receiving a Smart Contract Asset, as provided in the specific terms and conditions of an individual drop. By using an External Non-Custodial Wallet in connection with the Services, you agree that you are using such External Non-Custodial Wallet under the terms and conditions of the applicable providers of such External Non-Custodial Wallet. For example, for the MetaMask wallet, those terms and conditions are available at https://metamask.io/terms.html. External Non-Custodial Wallets are not associated with, maintained by, supported by, or affiliated with Company. Company reserves the right to refuse to associate an External Non-Custodial Wallet with a User’s Account in its sole and exclusive discretion. If you attempt to associate your Account with an External Non-Custodial Wallet bearing risk factors, such attempts may result in the suspension or termination of your Account, each as determined in Company’s sole and exclusive discretion. Company accepts no responsibility or liability to you in connection with your use of an External Non-Custodial Wallet, and makes no representations or warranties regarding how the Services will operate with any specific External Non-Custodial Wallet. The private keys necessary to decrypt an External Non-Custodial Wallet are held solely by you, and not by Company. Company has no ability to help you access or recover your private keys for your External Non-Custodial Wallet, so please keep them in a safe place.

5.4 Ownership of a Smart Contracted Asset. When you purchase a Smart Contracted Asset, you own the Asset but you do not possess any intellectual property rights in the Asset-Linked Content except for the license grants expressly set forth herein in Section 5.2. Your purchase or other acquisition of a Smart Contracted Asset is, in each instance, governed by these Terms. As a result of the open-source nature of public blockchains, it is possible that there may be a fork, merge, or duplication of the underlying blockchain that has recorded ownership of your Smart Contracted Asset. In such case, any rights granted under this Agreement to owners of any Smart Contracted Asset will only be granted to the lawful owners of such Smart Contracted Asset whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain, in each case as may be determined by us in our sole discretion.

5.5 Payment for Purchases. The Services allow you to purchase and otherwise transact in Smart Contracted Assets. You acknowledge and agree that all information you provide with regards to a purchase of a Smart Contracted Asset is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to a third-party platform or system that fulfills payments for Smart Contracted Assets when completing a transaction. When you purchase a Smart Contracted Asset, you (a) agree to pay the price for such Smart Contracted Asset as set forth in the applicable Service, any charges necessary to the fulfillment of the Smart Contracted Assets, including any required fees and applicable taxes in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us and/or a third-party system that fulfills payments for Smart Contracted Assets to charge your credit card or other payment method for the Full Purchase Amount. For clarity, you may be required to agree to the third party platform or system’s terms and conditions and create an account in order to make a purchase. You acknowledge that with respect to Smart Contracted Assets, we may impose a fee on any secondary sales of such Smart Contracted Asset after its initial purchase, regardless whether such secondary sale occurs through our Services or on some other platform, and such fee will be deducted from the proceeds from selling the Smart Contracted Asset. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility. Your order may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.

5.6 Recordkeeping of Purchased Smart Contracted Assets. Smart Contracted Assets purchased through a Third Party Platform will be assigned to a separate wallet, which may include a custodial wallet, as described in the respective Third Party Platform’s terms of service. We have no obligation or liability to you for keeping, storing, or helping you recover any Smart Contracted Asset that you purchase hereunder. Certain Smart Contracted Assets may require an External Non-Custodial Wallet to receive a Smart Contracted Asset. In the absence of an External Non-Custodial Wallet, subject to and as provided by the terms and conditions for a specific Smart Contracted Asset, you may be entitled to receive access to the Asset-Linked Content and utility associated with the Smart Contracted Asset. In each case, your right and ability to mint such Smart Contracted Asset to your External Non-Custodial Wallet will exist for a limited time. In the event you fail to mint such Smart Contracted Asset to your External Non-Custodial Wallet within a period of 30 days after purchase, we reserve the right, to be exercised in KINO’s sole discretion, to terminate your rights to mint, use, access or transfer such Smart Contracted Asset.

5.7 Limited Editions and Unique Assets. The Company will generally advise how many individual Smart Contracted Assets it is offering in an edition. In certain instances, a purchase of a Smart Contracted Asset may come with a commitment by the Company that the Smart Contracted Asset will be “one of a kind” or a similar designation (“Unique Asset”). In such an instance, Company commits that it will not sell any other Asset featuring the same Asset-Linked Content or attached privileges as associated with such Unique Asset. Company may also provide you such documentation as determined by Company that attests that Company has not sold or distributed or otherwise made available any other Asset with the same Asset-Linked Content or associated utility as associated with your Unique Asset. For clarity, Company does not represent, warrant or guarantee that others have not created or downloaded their own copies of such Asset-Linked Content (including via unauthorized ripping or downloading of such Content), or that others will not attempt to sell their own Assets featuring such Asset-Linked Content. Company has no obligation or liability to take down such other NFTs featuring such Asset-Linked Content. Further, the foregoing does not restrict the Company from selling other Asset-Linked Content associated with the same event, individual or property as featured in any Unique Asset, as long as such other Asset-Linked Content or associated utility are different from the Asset-Linked Content or associated utility of the Unique Asset (e.g., different image, art, camera angle, background music, privileges, etc.).

5.8 Signed Assets. The Company may, from time to time, offer certain Smart Contracted Assets with Asset-Linked Content that includes a signature or other personalization as part of the Third Party IP (a “Signed Asset”). The Company represents and warrants that such Signed NFTs are authentic and genuine signatures from the individual purporting to sign, which signature is input and rendered digitally. The Company’s basis for this representation will include at least a representation given to the Company from the individual signing, made at the time of signature, that the individual is the person they are purporting to be, and that the signature input is their genuine signature. The Company’s basis for the representation may also include additional evidence of authenticity.

5.9 Membership Assets. The Company may, from time to time, offer Smart Contracted Assets with Asset-Linked Content and Asset-Gated access to particular privileges and benefits granted only to the holder of such Membership Assets. Your purchase and the privileges and benefits included are subject to these Terms and the Purchase Agreements, Contracts, and Terms and Conditions associated with each collection of Membership Assets, including but not limited to, the Founding Membership Assets (find the Founding Membership NFT Purchase Agreement here).

5.10 Purchases Made for Consumptive Use. You acknowledge and affirm that, unless otherwise explicitly stated or agreed to in writing and documented by other contractual means, you are purchasing Smart Contracted Assets, whether through the Platform or through a Third Party Platform (defined below), for purposes of acquiring digital collectibles and not for any investment or speculative purposes. Any economic benefit that may be derived from appreciation in the value of the Smart Contracted Asset is incidental to obtaining it for its collectible purpose.

5.11 Purchases on Third Party Platforms. The Services contain or may direct you to Smart Contracted Assets or other offerings (e.g., merchandise) (collectively, “Products”) available for purchase only on a third-party site or sites that we may direct you to when you choose to purchase the Products through the Services (a “Third Party Platform”). For clarity, a Third Party Platform is not part of the Platform. When you click “Purchase” for a Product that is only available for purchase on a Third Party Platform, you will be redirected to a page on the Third Party Platform where you may complete your purchase (subject to the applicable rules), or to a staging area (e.g., a queue) before the specific Product is available for purchase. Your use of any Third Party Platform is subject to that site’s terms of use or terms of service, as applicable, and you must comply with applicable third party terms of use or terms of service when completing your purchase and for any subsequent engagement with the Product through the Third Party Platform. If you do not have an account with the Third Party Platform at the time you attempt a purchase, you may be required to establish a user account, with an approved payment method, to complete a purchase for the selected Product.

5.12 Assumption of Risks. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology. These include, but are not limited to, risk of losing access to Smart Contracted Assets due to loss of a PIN, wallet keys, two-factor authentication devices, or log-in information, custodial error or purchaser error, smart contract error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks. Each Smart Contracted Asset has no inherent or intrinsic value. You acknowledge that you have obtained sufficient information to make an informed decision to purchase a Smart Contracted Asset, including carefully reviewing the code of the smart contract and the Smart Contracted Asset (also referred to in some instances as an NFT) and fully understand and accept the functions of the same. The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Platform, and therefore the potential utility or value of your Smart Contracted Assets. Upgrades to any blockchain network or hard forks in such networks, or a change in how transactions are confirmed on such blockchain networks may have unintended, adverse effects on all blockchains, including any that are related to your Smart Contracted Assets. Any purchase or sale you make, accept or facilitate outside of the Platform of an NFT will be entirely at your risk. Any use of a wallet will be entirely at your own risk. Except as may otherwise be provided in these Terms, we do not control or endorse purchases or sales of NFTs outside of the Platform. You are solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. Except for income taxes levied on us, you: (a) will be solely responsible for reporting any tax obligations when, if ever, such obligations arise as a result of your use of the Services or in relation to a Smart Contracted Asset; (b) will pay or reimburse Company for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and other taxes as may be required, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (c) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including blockchain gas fees) made to us pursuant to these Terms. Neither these Terms nor any other communication from Company constitutes tax advice, and users are solely responsible for determining what, if any, taxes apply to their interaction with Smart Contracted Assets and the Services. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions in NFTs outside of the Services.

5.13 Export Laws. You agree that you will not export or re-export, directly or indirectly, the Smart Contracted Assets to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at your sole expense with all applicable export laws and regulations.

6. BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS PROVISION CAREFULLY, AS IT AFFECTS YOUR RIGHTS UNDER THESE TERMS.

6.1 Arbitration agreement. Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s Services or Smart Contracted Assets and/or any products will be resolved by arbitration, except as permitted herein. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgement on the arbitration award may be entered in any court that has jurisdiction. Arbitration may be conducted in person, by phone, or by videoconference. Proceedings that occur in person will take place in Los Angeles County, California, or another mutually-agreed upon location if arbitration in Los Angeles County would create an undue burden. Regardless of choice of forum, these Terms are governed by and construed in accordance with the State of California, without regard to conflict of laws. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to (a) the interpretation or construction of these Terms, and (b) to any transactions to which these Terms apply. This arbitration agreement shall survive the termination of your relationship with the Company.

6.2 Waiver of Class Actions and Class Arbitrations. You and Company agree that each party may bring Claims against the other party only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, including without limitation federal or state class actions, or class arbitrations. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Company agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties.

6.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your Claim does not exceed $10,000, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose, except that if you have initiated the arbitration claim, you will still be required to pay the lesser of $250 or the maximum amount permitted under the JAMS Rules for arbitration claims initiated by you. You are still responsible for all additional costs that you incur in the arbitration, including without limitation, fees for attorneys or expert witnesses.

6.4 Opt-Out. You have the right to opt-out and not be bound by the arbitration and waiver of class provisions set forth in these Terms by sending notice of your decision to opt-out, including your name and mailing address, to contact@kino.studio. The notice must be sent to the Company within thirty (30) days of your registering to use the Services or agreeing to these Terms, or after any material change to this section of the Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

6.5 Exceptions. Notwithstanding anything in these Terms to the contrary, you may instead assert your Claim in “small claims” court, but only if your Claim qualifies, your Claim remains only in such court, and your Claim remains on an individual, non-representative and non-class basis. Further, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, or if the Claim relates to intellectual property infringement or misappropriation.

7. ADDITIONAL PROVISIONS

7.1 Content for Entertainment Purposes Only. The Services are provided to be a source of informational and entertainment purposes only; no Content in any of the Services constitutes a sale or offering of securities, unless so explicitly stated and disclosed otherwise, or legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes.

7.2 Photosensitivities and Content Subjectivity. The Content may contain flashing light sequences or patterns which may affect users who are susceptible to photosensitive epilepsy or other photosensitivities. KINO prides itself on providing a diverse range of Content for its users. However, you may come across content that you find offensive, indecent, explicit or objectionable. Also, content ratings, types, genres, categories, and/or descriptions are provided as suggestions to help with navigation and for informational purposes, but we do not guarantee that you will agree with them. You acknowledge these risks and your responsibility for making your own choices regarding what Content is appropriate for you.

7.3 Feedback and Unsolicited Ideas Policies. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. We will not accept or consider unsolicited creative ideas, suggestions, or materials. You agree that creative ideas, suggestions or other materials you submit are not being made in confidence and that no confidential or fiduciary relationship is intended or created, and that you have no expectation of review, compensation or consideration of any type.

7.4 Indemnification. By accepting these Terms, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) your use of an External Non-Custodial Wallet or Third Party Platform Wallet with the Services; or (e) your negligence or willful misconduct.

7.5 Disclaimers of Warranty; Liability Limitation.

Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) and all operators of Third Party Platforms DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility of the Services or Smart Contracted Assets with any other application or any particular system or device, (d) whether such Services or Smart Contracted Assets will be supported, hosted or accessible in the future; and (e) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of your account. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA , WALLET KEYS, OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR SMART CONTRACTED ASSETS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7.6 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

7.7 Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in operating the Services, when and to the extent such failure or delay is caused by or results from any events beyond Company’s ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

7.8 Survival. The sections of these Terms which by their nature should survive the termination of these Terms shall survive such termination.

7.9 Entire Agreement. These Terms and sections referenced herein, along with any agreements or policies incorporated by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations, and discussions. No waiver of any of the provisions of these Terms shall be deemed to constitute a waiver of any other provisions hereof, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

7.10 Miscellaneous. These Terms, and any part of the Services, and the licenses granted hereunder may be assigned or transferred by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws.

7.11 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

7.12 U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

7.13 How to Contact Us. You may contact us regarding the Services or these Terms at: contact@kino.studio.