Your use of this site is subject to these terms of use and our privacy policy. by using the site, you consent to the collection and use of your data in accordance with our privacy policy.
1. Introduction; Your Agreement to These Terms of Service.
These Terms of Service ("Terms") apply to the web
sites, web pages, interactive features, applications, widgets, blogs, social networks, social network "tabs,"
alternative reality worlds or features, or other online or wireless offerings that post a link to these Terms, whether
accessed via computer, mobile device or other technology, manner or means (each, a "Site," and collectively, the "**
Sites**")
. The Sites are offered by Kinolime, Inc. and/or one of its subsidiaries or affiliated companies or other companies
associated with Kinolime, Inc. (collectively, "Kinolime," or "we", "us", "our").
These Terms govern your rights and responsibilities in connection with the particular Site you are using (referred to
sometimes as "the" Site). The term “Site” includes the content on that Site, all of our services provided on or
through that Site (the "Site Services"), and any software that we make available on or through that Site (the "**
Software**"), unless otherwise specified. The Terms apply whether you are a user that registers an account with
Kinolime or an unregistered user.
You "use" the Site anytime you access (via computer, mobile device or other technology), view, link to or from,
or otherwise interact or communicate with or connect to, the Site (or any parts thereof) or interact or communicate
with other users through the Site (including, without limitation, on message boards, chat rooms and/or other
communities established on the Site).
2. Ownership; Restrictions on Use
3. Privacy Policy
Your privacy is important to Kinolime. Please review our Privacy Policy for information
relating to how we collect, use and disclose your personal information, and how you can manage your online privacy when
you use the Sites.
4. Kinolime User Accounts
In order to access some features within the Sites, you will have to create a
Kinolime user account (each a “User Account”). You may never use another person’s User Account without permission.
When creating your User Account, you must provide true, accurate, current and complete information, and you may be
required to provide a username and password. You are solely responsible for the activity that occurs on your User
Account, and you must keep your account password secure. You must notify Kinolime immediately of any known breach of
security or unauthorized use of your User Account.
Although Kinolime will not be liable for your losses caused by any unauthorized use of your User Account, you may be
liable for the losses of Kinolime or others due to such unauthorized use.
Unless expressly permitted in writing by an authorized Kinolime representative, you may not sell, rent, lease, share
or provide access to your User Account to anyone else, including, without limitation, charging anyone for access to
administrative rights on your User Account. Kinolime reserves all available legal rights and remedies to prevent
unauthorized use of the Sites, including, but not limited to, technological barriers, IP mapping, and, in serious
cases, directly contacting your Internet Service Provider (“ISP”) regarding such unauthorized use.
Third Party Accounts. Kinolime may permit you to register for and log on to the Sites via certain third-party
services. The third party’s collection, use and disclosure of your information will be subject to that third party
service’s privacy policy, and not Kinolime’s Privacy Policy.
5. Use of Devices and Services
Access to the Sites may require the use of your personal computer or mobile
device, as well as communications with or use of space on such devices. You are responsible for any Internet connection
or mobile fees and charges that you incur when accessing the Sites.
6. Use of the Sites by Minors and Blocked Persons
The Sites are not available to persons under the age of 13.
If you are between the ages of 13 and 18 (or between 13 and the age of legal majority in your jurisdiction of residence)
, you may only use the Sites under the supervision of a parent or legal guardian who agrees to be bound by these Terms.
The Sites are also not available to any users previously removed from the Sites by Kinolime. Finally, the Sites are
not available to any persons barred from receiving them under the laws of the United States (such as its export and
re-export restrictions and regulations) or applicable laws in any other jurisdiction.
BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SITES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT
YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY
IN YOUR JURISDICTION OF RESIDENCE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM OR PROHIBITED FROM THE SITES.
7. Third Party Links; Third Party Content
The Sites may link to and/or contain advertisements about
non-Kinolime owned or controlled Web sites or other Internet or mobile resources. You acknowledge and understand that
Kinolime does not endorse or sponsor such other third-party Web sites or other Internet resources and Kinolime
EXPRESSLY AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR ANY CONTENT, SOFTWARE, FUNCTIONALITY, SERVICES
OR ADVERTISED PRODUCTS OR SERVICES FOUND ON OR RELATED TO ANY SUCH THIRD PARTY WEB SITE OR OTHER INTERNET OR MOBILE
RESOURCES.
Third Party Content. In addition to the User Content, Kinolime may provide other third-party content on the
Sites (collectively the “Third-Party Content”). Kinolime does not control or endorse any Third-Party Content and
makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation
regarding its accuracy or completeness. Please be aware that we do not create Third Party Content, update, or monitor
it. Therefore we are not responsible for any Third Party Content on the Sites.
8. User Content.
Kinolime allows users to distribute streaming live and pre-recorded audio-visual works, to use
services, such as chat, bulletin boards, forum postings, wiki contributions, voice interactive services and to
participate in other activities in which you may create, post, transmit, perform or store content, messages, text,
sound, images, applications, code or other data or materials on the Sites (the “User Content”).9. Prohibited Conduct. YOU AGREE NOT TO violate any law, contract, intellectual property or other third-party right
or commit a tort, and that you are solely responsible for your conduct while on the Sites.10. Idea Submission. By submitting ideas, suggestions, documents, and/or proposals (“Submissions”) to
Kinolime or its employees, you acknowledge and agree that Kinolime shall be entitled to use or disclose such Submissions
for any purpose in any way without providing compensation or credit to you. Any material created, composed, submitted,
added or interpolated by you will be wholly original with you and will not, to the best of your knowledge, infringe upon
or violate the copyright, literary, dramatic or photoplay rights, the right of privacy or publicity of, nor constitute a
liable or slander against, nor violate any common law rights or any other rights of any person, firm or corporation.11. License. The Sites are owned and operated by Kinolime. Unless otherwise indicated, all content, information,
and other materials on the Sites (excluding User Content, set out in Section 8), including, without limitation,
Kinolime’s trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer
code (including source code or object code), services, text, pictures, information, data, sound files, other files and
the selection and arrangement thereof (collectively, the “Materials”) are protected by relevant intellectual
property and proprietary rights and laws. All Materials contained on the Sites are the property of Kinolime or its
subsidiaries or affiliated companies and/or third-party licensors. Unless otherwise expressly stated in writing by
Kinolime, by agreeing to these Terms you are granted a limited, non-sublicensable license (i.e. a personal and limited
right) to access and use the Sites for your personal use or internal business use only.
12. Trademarks.
Kinolime, the Kinolime logos, and any other product or service name, logo, or slogan used by
Kinolime, and the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, are
trademarks or trade dress of Kinolime, and may not be used in whole or in part in connection with any product or service
that is not Kinolime’s, in any manner that is likely to cause confusion among customers, or in any manner that
disparages or discredits Kinolime, without our prior written permission. Any use of these trademarks must be in
accordance with any guidelines that Kinolime may provide you from time to time.
All other trademarks referenced in the Sites are the property of their respective owners. Reference on the Sites to
any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or
otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us or any other
affiliation.
13. Digital Millennium Copyright Act.
14. User Account Termination Policy.
Kinolime will terminate a user's access to the Service if, under
appropriate circumstances, the user is determined to be a repeat infringer. Kinolime reserves the right to decide
whether Content violates these Terms for reasons other than copyright infringement, such as, but not limited to,
pornography, obscenity, or excessive length. Kinolime may at any time, without prior notice and in its sole discretion,
remove such Content and/or terminate a user's account for submitting such material in violation of these Terms.
To the fullest extent permitted by applicable law, Kinolime reserves the right, without notice and in our sole
discretion, to terminate your license to use the Sites (including to post User Content), and to block or prevent your
future access to and use of the Sites, including where we reasonably consider that: (a) your use of the Sites
violates these Terms or applicable law; (b) you fraudulently use or misuse the Sites; or (c) we are unable to
continue providing the Sites to you due to technical or legitimate business reasons. This includes the ability to
terminate or to suspend your access to any purchased products or services, including any subscriptions, Kinolime
Prime or Turbo accounts. To the fullest extent permitted by applicable law, your only remedy with respect to any
dissatisfaction with (i) the Sites, (ii) any term of these Terms, (iii) any policy or practice of Kinolime in
operating the Sites, or (iv) any content or information transmitted through the Sites, is to terminate your account
and to discontinue use of any and all parts of the Sites.
15. Disclaimer of Warranties.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SITES AND THE CONTENT
AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY KINOLIME; (B) KINOLIME, AND ITS AFFILIATES,
PARTNERS, AND SUPPLIERS (“KINOLIME PARTIES”) DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
AS TO THE SITES, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (C) KINOLIME DOES NOT REPRESENT OR
WARRANT THAT CONTENT OR MATERIALS ON THE SITES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (D) KINOLIME IS
NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) WHILE KINOLIME ATTEMPTS
TO MAKE YOUR ACCESS AND USE OF THE SITES SAFE, KINOLIME CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITES OR OUR
SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO
DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
KINOLIME OR THROUGH THE SITES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS
USED IN THIS SECTION 15, THE TERM “KINOLIME” INCLUDES KINOLIME’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS,
LICENSORS AND SUBCONTRACTORS.
Neither Kinolime nor any of its affiliates make any warranties or representations about the accuracy or completeness
of content available on or through the Site or the content of any Web sites, Personal Social Media or other Internet
or mobile resources linked to the Site and assume no liability or responsibility for any: (i) errors, mistakes, or
inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your
access to or use of the Site (or any parts thereof); (iii) any unauthorized access to or use of Kinolime's secure
servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to
or from the Site; (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Site (
or any parts thereof) by any third party; and/or (vi) for any loss or damage of any kind incurred as a result of the
use of any User Submissions and/or other Site content posted, shared, forwarded, emailed, transmitted, or otherwise
made available on or by means of the Site and/or otherwise through your or any other Site users' exercise of any
rights under any of the Licenses granted by Kinolime herein. Kinolime reserves the right, in its sole and exclusive
discretion, to change, modify, add, remove or disable access to any portion of the Site (including, without
limitation any of the Site Services).
16. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT SHALL KINOLIME OR THE KINOLIME PARTIES BE LIABLE
FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT
LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE
SITES, THE CONTENT OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY
USER ON ANY INFORMATION OBTAINED FROM KINOLIME, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF
FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER
OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO KINOLIME’S
RECORDS, PROGRAMS OR SERVICES; AND (B) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF KINOLIME, WHETHER IN CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR
OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITES EXCEED THE AMOUNT PAID BY YOU,
IF ANY, FOR ACCESSING THE SITES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE
HUNDRED DOLLARS, WHICHEVER IS GREATER.
17. Exclusions and Limitations.
Some jurisdictions do not allow the exclusion of certain warranties or the
limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations
and disclaimers may not apply to you. To the extent Kinolime may not, as a matter of applicable law, disclaim any
implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Kinolime's
liability shall be the minimum permitted under such applicable law.
18. Indemnification.
You agree to indemnify, defend, and hold harmless Kinolime, its affiliated companies,
contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages,
liabilities, including legal fees and expenses, arising out of your use or misuse of the Sites, any User Content you
post, store or otherwise transmit in or through the Sites, your violation of the rights of any third party, any
violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein.
Kinolime reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you
are required to indemnify Kinolime, and you agree to cooperate with Kinolime’s defense of these claims. Kinolime will
use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. The foregoing
indemnity includes, without limitation, any claims, losses, damages, liabilities, including legal fees and expenses,
arising out of your Promotions or User Content.
19 Modifications to these Terms.
Kinolime may amend any of the terms of these Terms by posting the terms. Your
continued use of the Sites after the effective date of the revised Terms constitutes your acceptance of the terms.
20 Changes in Site Ownership.
You will be deemed to have consented to the disclosure to, and use by, a
subsequent owner or operator of the Site, of any information about you contained in the applicable Kinolime database, to
the extent Kinolime assigns its rights and obligations regarding such information in connection with a merger,
acquisition, or sale of all or some of Kinolime's assets, or in connection with a merger, acquisition or sale of all or
some assets related to a particular Site, to a subsequent owner or operator. In the event of such a merger, acquisition,
or sale, your continued use of the Site signifies your agreement to be bound by the terms of use and privacy statement
of the Site's subsequent owner or operator. This provision shall remain in full force and effect notwithstanding any
termination of your use of the Site.
21. Requests for Information and How to Serve a Subpoena.
All requests for information or documents related to
potential, anticipated or current legal proceedings, investigations or disputes, or for third party user information,
from any Kinolime Service must be made using the appropriate level of legal process, and must be properly served on
Kinolime via Kinolime’ registered agent.
Please note that Kinolime does not accept such requests for information or documents, or service of process, via
e-mail or fax and will not respond to such requests. All requests must include the information you may have that will
help us identify the relevant records (particularly, the Kinolime Service at issue,
e.g. kinolime.com, and the username at issue, e.g. the Kinolime username: YOUR_NAME), the
specific information requested, and its relationship to your investigation. Please also note that limiting your
request to the relevant records (e.g. a limited time period) will facilitate efficient processing of your request.
The Sites are offered by Kinolime, Inc., located at: 1201 N. Orange St., Suite 762, Wilmington, Delaware 19801, and
email: hello@kinolime.com. If you are a California resident, you may have this same
information emailed to you by sending a letter to the foregoing address with your email address and a request for
this information.
22. Disputes.
Injunctive Relief. Notwithstanding anything to the contrary herein, you hereby irrevocably waive any right or
remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or
restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any
Kinolime or any Kinolime affiliate-related motion picture, production or project, or the use, publication or
dissemination of any advertising or promotion in connection with such motion picture, production or project. This
provision shall remain in full force and effect notwithstanding any termination of your use of the Site.
23. Miscellaneous.
Entire Agreement. The Terms, together with the Privacy Policy, are the entire agreement between you and Kinolime
relating to the subject matter herein and will not be modified except in writing, signed or otherwise agreed to by
both parties, or by a change to these Terms made by Kinolime.
Severability; Waiver. If any provision of these Terms shall be held unlawful, void, or for any reason
unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and
enforceability of any remaining provisions. The failure of Kinolime to exercise or enforce any right or provision of
these Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law
to the contrary, any claim or cause of action arising out of or related to the use of the Site or these Terms must be
filed within one (1) year after such claim or cause of action arose or be forever barred. This provision shall remain
in full force and effect notwithstanding any termination of your use of the Site.
Your use of the Site (or any part thereof) signifies your agreement to be bound by these Terms and the Kinolime
Privacy Policy (the "Privacy Policy"), which is hereby incorporated by this reference into these Terms. When
using or opening an account with Kinolime on behalf of a company, entity or organization (collectively, “**
Subscribing Entity**”), you represent and warrant that you (i) are an authorized representative of that Subscribing
Entity with the authority to bind the Subscribing Entity to these Terms and grant the licenses set forth herein;
and (ii) agree to these Terms on behalf of such Subscribing Entity. These Terms are a binding legal agreement between
you and Kinolime: please read them carefully before you use the Site.
Do not use the Site if you do not agree with any of the terms contained herein.
Given the nature of the Internet, even though the Site is ordinarily (but not always) targeted to United States of
America ("USA") residents, it may be accessed in other parts of the world. If you are not a USA resident and yet
use the Site, you acknowledge, understand and agree that you are doing so on your own initiative and at your own risk
and that it is your responsibility (and not ours) to make sure that your use of the Site complies with all applicable
local laws in the jurisdiction from where you access or use the Site. IF YOU ARE NOT A USA RESIDENT, BY SUBMITTING
YOUR PERSONALLY IDENTIFIABLE INFORMATION ON THE SITE, YOU EXPRESSLY CONSENT TO THE TRANSFER OF SUCH DATA TO THE USA,
AND TO THE PROCESSING OF SUCH DATA ON Kinolime’s (OR ITS DESIGNATED VENDORS’) USA SERVERS, WHERE YOUR DATA WILL BE
GOVERNED BY USA LAWS THAT MAY PROVIDE A LOWER (OR DIFFERENT) LEVEL OF DATA PROTECTION THAN YOUR COUNTRY.
Kinolime reserves the right, at its sole discretion, to change, modify, and/or add to these Terms or to the Privacy
Policy, in whole or in part, at any time. Changes to these Terms or the Privacy Policy will be effective when posted.
You agree to review these Terms and the Privacy Policy periodically to become aware of any changes. Your use of the
Site or any part thereof after any changes to these Terms or the Privacy Policy are posted will be considered
acceptance of those changes and will constitute your agreement to be bound thereby. If you object to any such
changes, your sole recourse will be to stop using the Site. Your use of certain Site features, functionality,
programs or Services (
including, without limitation, contests, sweepstakes, promotions, wireless marketing opportunities, photo or video or
other User Submissions (as defined below) uploading/posting opportunities, RSS feeds, etc.) offered on or through the
Site may be subject to additional or special terms and conditions ("Special Rules"), and before you use any such
features, functionality, programs or Services you may be required to indicate your acceptance of such additional
Special Rules. All Special Rules are incorporated into these Terms as if fully set forth herein.
The content of the Site and all copyrights, patents, trademarks, service
marks, trade names and all other intellectual property rights therein are owned by Kinolime and/or its licensors and are
protected by applicable USA and international copyright and other intellectual property laws. You acknowledge,
understand and agree that you shall not have, nor be entitled to claim, any rights in and to the Site content and/or any
portion thereof, except: (i) with respect to your own User Submissions (excluding any materials - e.g., key art, title
treatment, clips, stills, music tracks, etc. - used in your User Submissions that may have been licensed to you by
Kinolime for use in your User Submissions, for example in connection with a contest or other program or feature offered
on the Site (such content referred to as the "Kinolime Licensed Assets")); and/or (ii) to the extent of your limited
rights to use the Site for certain personal (non-commercial) purposes, as set forth below in the section titled
LICENSES, subject to the conditions set forth in the YOUR RESPONSIBILITIES section below and the other terms and
conditions of these Terms. Except in connection with your own User Submissions (and then only to the extent you control
them), or unless expressly authorized by Kinolime pursuant to these Terms or otherwise, you agree not to copy,
reproduce, duplicate, stream, capture, access through technology or means other than those provided on the Site,
perform, transfer, sell, resell, download, upload, archive, license to others, edit, modify, manipulate, create
derivative works from or based upon (
including, without limitation, mash-ups, montages, wallpapers, ringtones, greeting cards, T-shirts or other merchandise)
, publish, republish, post, transmit, publicly display, frame, link from or to, distribute, share, embed, translate,
decompile, reverse engineer, translate, incorporate into any hardware or software application, use for commercial
purposes, or otherwise use or exploit the Site or any component part thereof. Any of the unauthorized uses referred to
above would constitute an infringement of the copyrights and other proprietary rights of Kinolime and/or its licensors (
including, without limitation, other Site users who have submitted their own User Submissions) and a violation of these
Terms and may subject you to civil and/or criminal liability under applicable laws.
You are responsible for deciding if you want to access or use third party websites or applications that link from the
Sites (“Reference Sites”). Kinolime does not control or endorse any such Reference Sites or the information,
materials, products, or services contained on or accessible through Reference Sites, and makes no representations or
warranties of any kind regarding the Reference Sites. In addition, your correspondence or business dealings with, or
participation in promotions of, advertisers found on or through the Sites are solely between you and such advertiser.
Access and use of Reference Sites, including the information, materials, products, and services on or available
through Reference Sites is solely at your own risk.
Licenses to Kinolime.
Unless otherwise agreed to in a written agreement between you and Kinolime that was signed by an authorized
representative of Kinolime, if you submit, transmit, display, perform, post or store User Content using the
Sites, you grant Kinolime and its sublicensees, to the furthest extent and for the maximum duration permitted by
applicable law (
including in perpetuity if permitted under applicable law), an unrestricted, worldwide, irrevocable, fully
sub-licenseable, nonexclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate,
create derivative works from, distribute, perform and display such User Content (including without limitation for
promoting and redistributing part or all of the Sites (and derivative works thereof)) in any form, format, media
or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and
voice (or other biographical information) that you submit in connection with such User Content. Should such User
Content contain the name, identity, likeness and voice (or other biographical information) of third parties, you
represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such
features and that Kinolime and its sub-licensees are allowed to use them to the extent indicated in these Terms;
With respect to User Content known as “add-ons”, “maps”, “mods”, or other types of projects submitted through
Kinolime related sites (“Submitted Projects”), the rights granted by you hereunder terminate once you remove
or delete such Submitted Projects from the Sites. You also acknowledge that Kinolime may retain, but not display,
distribute, or perform, server copies of Submitted Projects that have been removed or deleted;
With respect to streaming live and pre-recorded audio-visual works, the rights granted by you hereunder terminate
once you delete such User Content from the Sites, or generally by closing your account, except:
to the extent you shared it with others as part of the Sites and others copied or stored portions of the User
Content (
e.g., made a Clip);
Kinolime used it for promotional purposes; and
or the reasonable time it takes to remove from backup and other systems.
User Content Representations and Warranties. You are solely responsible for your User Content and the
consequences of posting or publishing it. You represent, and warrant that:
you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the
rights granted herein;
your User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including
any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other
intellectual property or proprietary right or (b) defame any other person;
your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and
unless you have received prior written authorization, your User Content specifically does not contain any
pre-release or non-public beta software or game content or any confidential information of Kinolime or third
parties.
Kinolime reserves all rights and remedies against any users who breach these representations and warranties.
Content is Uploaded at Your Own Risk. Kinolime uses reasonable security measures in order to attempt to protect
User Content against unauthorized copying and distribution. However, Kinolime does not guarantee that any
unauthorized copying, use or distribution of User Content by third parties will not take place. To the furthest
extent permitted by applicable law, you hereby agree that Kinolime shall not be liable for any unauthorized copying,
use or distribution of User Content by third parties and release and forever waive any claims you may have against
Kinolime for any such unauthorized copying or usage of the User Content, under any theory. THE SECURITY MEASURES TO
PROTECT USER CONTENT USED BY Kinolime HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES, GUARANTEES,
CONDITIONS, ASSURANCES OR OTHER TERMS THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY
MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
Promotions. Users may promote, administer, or conduct a promotion (a contest or sweepstakes) on, through or
utilizing the Sites (a “ Promotion ”). If you choose to promote, administer or conduct a Promotion, you must adhere
to the following rules:
You may carry out Promotions to the extent permitted by applicable law and you are solely responsible for
ensuring that any Promotions comply with any and all applicable laws, obligations, and restrictions.
You will be classified as the promoter of your Promotion in the applicable jurisdiction(s) and you will be solely
responsible for all aspects of and expenses related to your Promotion, including, without limitation, the
execution, administration, and operation of the Promotion; drafting and posting any official rules; selecting
winners; issuing prizes; and obtaining all necessary third-party permissions and approvals, including, without
limitation, filing any and all necessary registrations and bonds. Kinolime has the right to remove your Promotion
from the Sites if Kinolime reasonably believes that your Promotion does not comply with the Terms or applicable
law.
Kinolime is not responsible for and does not endorse or support any such Promotions. You may not indicate that
Kinolime is a sponsor or co-sponsor of the Promotion.
You will display or read out the following when a Promotion is connection with your Promotion: “This is a
promotion by [Your Name]. Kinolime does not sponsor or endorse [Your Name]’s promotion and is not responsible for
this promotion”.
Endorsements / Testimonials. You agree that your User Content will comply with the
FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising
, the FTC’s
.com Disclosures Guide
, the
FTC’s Native Advertising
Guidelines, and any other guidelines issued by the FTC from time to time (“FTC Guidelines”), as well as any other
advertising guidelines required under applicable law. For example, if you have been paid or provided with free
products in exchange for discussing or promoting a product or service through the Sites, or if you are an employee of
a company and you decide to discuss or promote that company’s products or services through the Sites, you agree to
comply with the FTC Guidelines’ requirements for disclosing such relationships. You, and not Kinolime, are solely
responsible for any endorsements or testimonials you make regarding any product or service through the Sites.
Licenses Granted to You. Subject to these Terms (including, without limitation, the YOUR RESPONSIBILITIES section
set forth below), we hereby grant you, if and only to the extent the necessary functionality is provided to you on
or through the Site, the following limited, revocable, non-exclusive, non-transferable, non-assignable, worldwide,
royalty-free rights and licenses (each a "License"):
the License to access, view and otherwise use the Site (including, without limitation any Site Services provided
on or through the Site) for your personal (non-commercial), lawful use only, as intended through the customary
and authorized functionality of the Site;
the License to stream Site content using any of the widgets and/or other digital streaming Internet video
players, if any, provided on the Site (any such widget or other digital streaming Internet video player referred
to as a "**
Site Widget**") for your personal, lawful use only;
the License to cut and paste certain code expressly made available to you through the Site (whether such
functionality is designated as "sharing" functionality or not) in order to embed, re-publish, maintain, and/or
display the specific Site content to which such code relates on your own personal, customized social networking
Web page(s), Web blog(
s), or microblog(s) (collectively, your "Personal Social Media"), and/or, if the Site provides "widget
grabbing and embedding"
functionality, to "grab" a Site Widget and embed, re-publish, maintain, and/or display such Site Widget on your
Personal Social Media;
the License to cut and paste certain code expressly made available to you through the Site, and/or if the Site
provides "widget grabbing and embedding" functionality, to "grab" a Site Widget, to forward, as applicable, such
code and/or Site Widget to your friends, so that they can view the Site content contained therein, and/or if,
they so desire, so that they themselves may embed the forwarded piece of code or Site Widget on their own
Personal Social Media or re-forward it to their own friends;
if the Site includes a "Send to Friend" or similar tool that allows you to initiate and send to one of your
friends an email communication that includes Site content, and the tool is operational, the License to use the
tool to request that the Site's servers convey your message to your friend;
if the Site includes a "Download" link next to a piece of Site content (including, without limitation, an image,
an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), the License to download a single copy of
such content to a single computer, mobile or other permitted device for your personal, non-commercial use only;
You agree that you will comply with these Terms and will not:
create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory,
obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or
otherwise objectionable;
impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Sites
accounts of others without permission, forge another person’s digital signature, misrepresent the source,
identity, or content of information transmitted via the Sites, or perform any other similar fraudulent activity;
make unsolicited offers, advertisements, proposals, or send junk mail or spam to users of the Sites, including,
without limitation, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing
of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures,
or any of the preceding things related to promotional giveaways (such as raffles and contests), and other similar
activities;
harvest or collect the email addresses or other contact information of other users from the Sites;
defame, harass, abuse, threaten or defraud users of the Sites, or collect, or attempt to collect, personal
information about users or third parties without their consent;
remove, circumvent, disable, damage or otherwise interfere with security-related features of the Sites or User
Content, features that prevent or restrict use or copying of any content accessible through the Sites, features
that enforce limitations on the use of the Sites or User Content, or delete the copyright or other proprietary
rights notices on the Sites or User Content;
reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Sites or any
part thereof, except and only to the extent that this activity is expressly permitted by the law of your
jurisdiction of residence;
modify, adapt, translate or create derivative works based upon the Sites or any part thereof, except and only to
the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
interfere with or damage operation of the Sites or any user’s enjoyment of them, by any means, including
uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
relay email from a third party’s mail servers without the permission of that third party;
access any website, server, software application, or other computer resource owned, used and/or licensed by
Kinolime, including but not limited to the Sites, by means of any robot, spider, scraper, crawler or other
automated means for any purpose, or bypass any measures Kinolime may use to prevent or restrict access to any
website, server, software application, or other computer resource owned, used and/or licensed Kinolime,
including but not limited to the Sites;
manipulate identifiers in order to disguise the origin of any User Content transmitted through the Sites;
interfere with or disrupt the Sites or servers or networks connected to the Sites, or disobey any requirements,
procedures, policies or regulations of networks connected to the Sites; use the Sites in any manner that could
interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites, or that could
damage, disable, overburden or impair the functioning of the Sites in any manner;
use or attempt to use another user’s account without authorization from that user and Kinolime;
attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of
the Sites that you are not authorized to access;
attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any
products or services for any purpose; and
use the Sites for any illegal purpose, or in violation of any local, state, national, or international law or
regulation, including, without limitation, laws governing intellectual property and other proprietary rights,
data protection and privacy.
Kinolime reserves all rights not expressly granted in these Terms. This license is subject to these Terms and does
not permit you to engage in any of the following:
resale or commercial use of the Sites or the Materials;
distribution, public performance or public display of any Materials;
modifying or otherwise making any derivative uses of the Sites or the Materials, or any portion of them;
use of any data mining, robots or similar data gathering or extraction methods;
downloading (except page caching) of any portion of the Sites, the Materials, or any information contained in
them, except as expressly permitted on the Sites; or
any use of the Sites or the Materials except for their intended purposes.
Any use of the Sites or the Materials except as specifically authorized in these Terms, without the prior written
permission of Kinolime, is strictly prohibited and may violate intellectual property rights or other laws. Unless
explicitly stated in these Terms, nothing in them shall be interpreted as conferring any license to intellectual
property rights, whether by estoppel, implication or other legal principles. Kinolime can terminate this license at
any time, without notice, including where we reasonably consider that: (a) your use of the Sites violates these Terms
or applicable law; (b) you fraudulently use or misuse the Sites; or (c) we are unable to continue providing the Sites
to you due to technical or legitimate business reasons
Kinolime reserves all rights not expressly granted in these Terms. This license is subject to these Terms and does
not permit you to engage in any of the following:
resale or commercial use of the Sites or the Materials;
distribution, public performance or public display of any Materials;
modifying or otherwise making any derivative uses of the Sites or the Materials, or any portion of them;
use of any data mining, robots or similar data gathering or extraction methods;
downloading (except page caching) of any portion of the Sites, the Materials, or any information contained in
them, except as expressly permitted on the Sites; or
any use of the Sites or the Materials except for their intended purposes. Any use of the Sites or the Materials
except as specifically authorized in these Terms, without the prior written permission of Kinolime, is strictly
prohibited and may violate intellectual property rights or other laws. Unless explicitly stated in these Terms,
nothing in them shall be interpreted as conferring any license to intellectual property rights, whether by
estoppel, implication or other legal principles.
Kinolime can terminate this license at any time, without notice, including where we reasonably consider that:
your use of the Sites violates these Terms or applicable law;
you fraudulently use or misuse the Sites; or
we are unable to continue providing the Sites to you due to technical or legitimate business reasons.
Name/Voice/Likeness. You hereby grant to Kinolime the non-exclusive right to use Your username and/or personal
name, Your likeness and/or caricature, Your speaking voice and/or Your biography in connection with the production,
exhibition, advertising and other exploitation of the Sites. Kinolime may make or cause to be made (i) likenesses,
portraits, pictures, sketches and caricatures of You, and to use and permit to be used, at the Kinolime’s sole
discretion, such likenesses, portraits, pictures, sketches and caricatures of You as well as Your recorded voice,
name, pseudonyms, biography and endorsement in all forms of media for the purpose of publicizing, promoting and
advertising the Sites and/or programs broadcasted by Kinolime, and (ii) recordings, transcriptions, videotapes and
films of any and all services performed by You hereunder, and to have such recordings, transcriptions, videotapes or
film broadcast or telecast at any time during the use of the Sites or after the termination of these Terms over the
facilities of any radio, television, internet or cable station or transmitted via satellite, video-dial tone or other
distribution service throughout the universe. The sound element of any program may be deleted, modified or
substituted in connection with the Kinolime’s full translation rights or otherwise in the use of any recording
hereunder anywhere in the world. Kinolime shall not have any rights to use Your personal name and/or likeness for any
merchandising and/or commercial tie-ups without Your prior written consent
Featurette Rights. Kinolime contemplates filming and exploiting films and so-called “bonus material,” including
without limitation, “podcasts,” “behind-the-scenes” or “making of” productions and/or writing “behind-the-scenes” or
“making of” books (jointly and severally “Featurette Rights”) about Kinolime and/or the development and/or
production/broadcast of the Sites. You hereby agree and consent to such filming. All such exploitation of said
Featurette Rights, including, without limitation, use of any behind-the-scenes photography (or still), bloopers,
outtakes and/or filmed interviews with You, will not require Your prior written approval, and You hereby agrees and
consents to such filming, subject to the preceding sentence and provided that You timely determines approval or
disapproval on a case-by-case basis, and hereby grants to Kinolime the right to use Your user name and/or personal
name, speaking voice and likeness in connection with such Featurette Rights in any and all media known and unknown as
they relate to these Terms and/or the Sites, and by any means or device known or unknown, for no additional
consideration, inasmuch as the compensation payable to You under these Terms will be deemed to include compensation
for all rights granted pursuant to this Section 11(d).
The Site may enable you to send, post, upload, transmit through webcam or similar functionality or otherwise submit
to the Site (including, without limitation, by allowing you to provide the URL of where a particular piece of your
content resides), or otherwise display or exchange (including, without limitation, with other Site users) on or by
means of the Site to other destinations, such as social networking pages (including, without limitation, to your
Personal Social Media) (collectively, "Submit"), your videos, textual comments, photographs, images, or other
creative works and/or other personal media content and your ideas, opinions, feedback, and other information, (
collectively, your "User Submissions"), and such User Submissions will generally be available to all users of the
Site or to others using the destinations (such as for example social networking pages) where you have submitted your
User Submissions. By Submitting your User Submissions on or by means of the Site you expressly acknowledge and agree
that you and only you will be responsible for the content of your User Submissions and for any consequences that may
arise therefrom. Except as may otherwise be provided in any Special Rules, it is not Kinolime's regular, established
practice to monitor, control, or have knowledge of the User Submissions Submitted using the Site, but Kinolime may do
so in its sole discretion. When you Submit (or attempt to Submit) your User Submissions on or by means of the Site,
you automatically grant to Kinolime and its affiliates, an irrevocable, perpetual, worldwide, unconditional,
unrestricted, fully-paid, royalty-free, transferable, fully sublicenseable to multiple tiers of sublicensees,
non-exclusive right and license (the "Kinolime License") to display, publicly perform, distribute (including, without
limitation, through third-party Web sites, blogs, microblogs and other social networking media and Internet and
mobile resources and applications), store, transcode, host, cache, maintain, broadcast, webcast, mobilecast,
transmit, distribute, tag, track, reproduce, edit, modify, format, re-format, link to and from, translate, delete,
create derivative works, combine with other content, categorize, and/or otherwise use, reuse and/or otherwise exploit
your User Submissions (or any portions or derivative works thereof) and any names, likenesses, voices, images,
digital recordings, performances, and other ideas, concepts, feedback and other materials included in your User
Submissions, in any manner, medium or content delivery technology now known or hereinafter devised, for any purpose,
as determined solely in Kinolime's (or its authorized designees/licensees') sole discretion, without the requirement
for any compensation to you or anyone else, or the need to require additional consent from you or anyone else, or the
need to provide prior notification or any credit to you or anyone else. The Kinolime License shall survive in
perpetuity in accordance with its terms regardless of whether you stop using the Site or Kinolime terminates your
access to the Site.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO TRANSFER TO Kinolime OR TO ANY OF ITS AFFILIATES ANY OWNERSHIP RIGHTS IN
AND TO YOUR USER SUBMISSIONS, PROVIDED, HOWEVER, THAT Kinolime AND/OR ITS AFFILIATES AND/OR ITS LICENSORS WILL RETAIN
SOLE AND EXCLUSIVE OWNERSHIP OF ANY OF THE Kinolime LICENSED ASSETS (IF ANY) INCLUDED IN YOUR USER SUBMISSIONS. EVEN
THOUGH BY SUBMITTING YOUR USER SUBMISSIONS YOU ARE GRANTING TO Kinolime THE BROAD RIGHTS AND LICENSES SET FORTH
ABOVE, YOU ACKNOWLEDGE AND UNDERSTAND THAT NOTHING CONTAINED HEREIN SHALL OBLIGATE Kinolime AND/OR ANY OF ITS
AFFILIATES OR AUTHORIZED DESIGNEES TO HOST, DISTRIBUTE, DISPLAY OR OTHERWISE EXPLOIT ANY OF YOUR USER SUBMISSIONS OR
EXERCISE ANY OTHER RIGHTS UNDER THE Kinolime LICENSE.
You acknowledge and agree that: (a) you have no expectation of confidentiality of any nature with respect to any of
your User Submissions, and (b) Kinolime and/or any of its affiliates may already have projects under consideration
that are similar to your User Submissions or may independently develop projects that are similar to your User
Submissions, or other User Submissions transmitted by other users of the Site may be similar or the same as your User
Submissions. Because of the viral nature of social media, you should not submit any content or information to
Kinolime that you do not want to be viewed and "shared" or otherwise distributed by others. In connection with all of
the User Submissions you Submit to the Site, and any other activities that you conduct on or by means of the Site,
you represent, warrant and covenant that: (i) the User Submissions are original to you (in other words, that you own
all rights in and to your User Submissions) or, alternatively, that you have acquired all necessary rights in your
User Submissions to enable you to grant to Kinolime the Kinolime License; (ii) you have paid or satisfied and will
pay or satisfy in full all license fees, clearance fees, royalties, and any other financial or third party
obligations of any kind, if any, arising from any use or exploitation of your User Submissions, and Kinolime will not
be responsible for such obligations; (iii) your User Submissions do not infringe the intellectual property rights,
privacy rights, publicity rights, or any other legal or moral rights of any third party; (iv) neither your User
Submissions, nor any of the other activities that you undertake on the Site, are or will at any time be: defamatory
or disparaging of any individual or entity, unlawful, pornographic, obscene, threatening, vulgar, indecent, profane,
hateful, sexually explicit or sexually suggestive, intended to bully or harass or stalk, or resulting in bullying,
harassing, or stalking, racially or ethnically or culturally offensive, or otherwise objectionable or encouraging of
criminal conduct, or giving rise, or potentially giving rise, to civil or criminal liability, or linking to
infringing or unauthorized content, or transmitting unsolicited advertising materials, or intended to result in, or
resulting in, any mental or physical distress or injury to any person, violative of any Applicable Laws or these
Terms, or violative of any person’s publicity or privacy rights; and (v) your User Submissions are not intended by
you to benefit any commercial enterprise associated with you or any third party. You agree to keep all records
necessary to establish that your User Submissions do not violate any of the foregoing representations and warranties
and to make such records available to Kinolime upon Kinolime's request.
Kinolime is not responsible for any loss, theft or damage of any kind to any User Submissions.
If you remove or delete any of your User Submissions from the Site, that User Submission will be removed from the
Site within a reasonable period of time. Nonetheless, a User Submission that you remove may still be available to
third parties who previously acquired the link to that User Submission and Kinolime may maintain copies for archival
purposes.
Kinolime reserves the right to display advertisements in connection with your User Submissions and to use your User
Submissions to advertise and promote your User Submissions or the Site (in whole or in part) or any of Kinolime’s
products or services. You acknowledge and agree that you have no right or interest in any of the revenue generated
from such advertisements.
These provisions shall remain in full force and effect in perpetuity notwithstanding any termination of your use of
the Site.
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may
submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent
with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right
that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a
single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and
that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the
service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone
number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are
authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may direct copyright infringement notifications to our DMCA Agent at Jim Pesoli,
email: jpesoli@kinolime.com. For clarity, only DMCA notices should go to the Copyright
Agent; any other feedback, comments, requests for technical support, and other communications should be directed to
Kinolime customer service through www.worldreachhealth.com. You acknowledge that if you fail to comply with all of
the requirements of this Section 13(b), your DMCA notice may not be valid.
Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not
infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to
the law, to post and use the material in your Content, you may send a counter-notice containing the following
information to the Copyright Agent:
Your physical or electronic signature;
Identification of the Content that has been removed or to which access has been disabled and the location at
which the Content appeared before it was removed or disabled;
A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or
a misidentification of the Content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the
federal court in New York, New York, and a statement that you will accept service of process from the person who
provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Kinolime may send a copy of the counter-notice to the
original complaining party informing that person that it may replace the removed Content or cease disabling it in 10
business days. Unless the copyright owner files an action seeking a court order against the Content provider, member
or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after
receipt of the counter-notice, at Kinolime's sole discretion.
Reference Sites. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF
ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN KINOLIME
AND RECEIVED THROUGH OR ADVERTISED ON THE SITES OR RECEIVED THROUGH ANY REFERENCE SITES.
Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT KINOLIME HAS OFFERED THE SITES, USER CONTENT, MATERIALS AND
OTHER CONTENT AND INFORMATION, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS
AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET
FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND KINOLIME, AND THAT THE WARRANTY
DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND
KINOLIME. KINOLIME WOULD NOT BE ABLE TO PROVIDE THE SITES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE
LIMITATIONS
Binding Arbitration. THESE TERMS SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE UNITED STATES OF AMERICA WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES, REGARDLESS
OF WHERE YOU LIVE. ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THESE TERMS,
OR THE SITE, OR THE BREACH OF THESE TERMS AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARBITRATION CLAUSE, SHALL BE
SUBMITTED TO JAMS ("JAMS") FOR FINAL AND BINDING ARBITRATION UNDER ITS STREAMLINED ARBITRATION RULES, TO BE HELD IN
NEW YORK COUNTY, NEW YORK, BEFORE A SINGLE ARBITRATOR WHO SHALL BE A RETIRED JUDGE, IN ACCORDANCE WITH NEW YORK CODE
OF CIVIL PROCEDURE. THE ARBITRATOR SHALL BE SELECTED BY MUTUAL AGREEMENT OF THE PARTIES OR, IF THE PARTIES CANNOT
AGREE, THEN BY STRIKING FROM A LIST OF ARBITRATORS SUPPLIED BY JAMS. THE ARBITRATION SHALL BE A CONFIDENTIAL
PROCEEDING, CLOSED TO THE GENERAL PUBLIC. THE ARBITRATOR SHALL ISSUE A WRITTEN OPINION STATING THE ESSENTIAL FINDINGS
AND CONCLUSIONS UPON WHICH THE ARBITRATOR'S AWARD IS BASED. THE ARBITRATOR SHALL HAVE THE POWER TO ENTER TEMPORARY
RESTRAINING ORDERS AND PRELIMINARY AND PERMANENT INJUNCTIONS. NEITHER PARTY SHALL BE ENTITLED OR PERMITTED TO
COMMENCE OR MAINTAIN ANY ACTION IN A COURT OF LAW WITH RESPECT TO ANY MATTER IN DISPUTE UNTIL SUCH MATTER SHALL HAVE
BEEN SUBMITTED TO ARBITRATION AS HEREIN PROVIDED AND THEN ONLY FOR THE ENFORCEMENT OF THE ARBITRATOR'S AWARD.
This provision shall remain in full force and effect notwithstanding any termination of your use of the Site.
You Have No Right to Contract. You hereby acknowledge, understand and agree that you do not have the express
written consent of Kinolime to contract for the purchase or rental of any article or material, or make commitments
and agreements whereby Kinolime will be required to pay money or other consideration, or which will otherwise
obligate Kinolime, unless otherwise later agreed to in writing.
Captions and Headings. The captions and section headings used in these Terms are for convenience of reference
only, and shall not affect the construction or interpretation of these Terms or any of the provisions hereof.
Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by
you, but may be assigned by Kinolime without restriction. Any assignment attempted to be made in violation of this
Terms shall be void.
Governing Law. All questions concerning the construction, validity and interpretation of these Terms and the
performance of the obligations imposed by these Terms shall be governed by the internal law, not the law of
conflicts, of the State of New York.
Survival. Upon termination of these Terms, any provision which, by its nature or express terms should survive,
will survive such termination or expiration.
if the Site enables you to download Software, the License to install and use one copy of the Software on your
personal computer system, mobile or other permitted device in machine-executable object code form only and make
one additional copy for back-up purposes; provided, however, that you understand and agree that (i) by allowing
you to download the Software, Kinolime does not transfer title to the Software to you (i.e., you own the medium
on which the Software is recorded, but the Software's owner (which may be Kinolime and/or its third party
Software licensor) will retain full and complete title to such Software; (ii) you may not copy, modify, adapt,
translate into any language, distribute, or create derivative works based on the Software without the prior
written consent of Kinolime; (iii) you may not assign, rent, lease, or lend the Software to any person or entity
and any attempt by you to sublicense, transfer, or assign the Software will be void and of no effect; (iv) you
may not decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source
code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means
whatsoever, except to the extent the foregoing restriction is prohibited by applicable law; and (v) because the
laws and regulations of the USA restrict the export and re-export of commodities and technical data of USA
origin, including the Software, you will not export or re-export the Software in any form in violation of the
laws of the USA or any foreign jurisdiction, and in addition, you represent and warrant that you are not a
national or resident of any country to which the USA has embargoed goods, or on the USA Treasury Department's
list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial and Prohibition Orders;
the License to obtain a registered personal account (and/or related username and password) on the Site and
interact with other Site users as part of Site-based chat rooms, message boards, social media networks, online
multiplayer games and/or other activities or similar Services offered on the Site; and
the License to use any other functionality expressly provided by Kinolime on or through the Site for use by
users, subject to these Terms (including, without limitation, functionality to create and/or Submit User
Submissions).
