Terms & Conditions updated February 18, 2014

Human-Readable Summary

This is non-legally-binding introductory summary of (and not a substitute for) the terms & conditions. Read the disclaimer.

You grant Kinonation the right to:

  • Distribute your titles and associated metadata to video-on-demand (VOD) platforms
  • Collect all revenue from VOD platforms in connection with your titles, which we then pass on to you less our revenue share

With the understanding that:

  • You control the necessary rights
  • You can withdraw your title(s) from Kinonation at any time, but remain bound to the rules of VOD platforms already delivered to
  • VOD platforms may decline titles. Your titles are not guaranteed to be on all VOD platforms.
  • You can opt out territories and VOD platforms
  • You communicate with our VOD outlets only through us, not directly

Some most-asked questions:

  1. Am I signing over all distribution rights? No. The only rights we take are the obvious ones we need to run the service. For example, the right to deliver the titles you upload to VOD outlets on your behalf.
  2. Can I upload "unsold" titles only? No. We operate non-exclusively. We can augment other distribution deals you might have with territories and outlets they don't cover. We just ask not to deliver to the same outlets. You can exclude specific outlets and territories per title.
  3. Am I tied into a long term contract? No. You can pull your titles anytime. There might be some delay by the terms of platforms already delivered to, though.

Now on to the binding legal text.

Terms & Conditions

Please read the following terms and conditions carefully. These terms and conditions govern your access to and use of the *.kinonation.com websites (the “Site”), including the use of any content, information, products and/or services (the “Services”) therein. This is a legal agreement between you and Kinonation (“Company”). Company reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. All modified terms and/or conditions will be in effect after they are posted on the Site (unless applicable law requires a longer notice period). By continuing to use or access the Site and/or Services after Company makes any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.

You understand that by using the services offered by Company through the Site or with respect to your account at Company, you agree to be bound by the terms of service. If you do not accept the terms of service in their entirety, you may not access or use the services offered by Company.

  1. GRANT OF RIGHTS.

    1. The rights granted hereunder shall include the sale of Content (as defined in Section 2 below) by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming and cloud services, including Video On Demand (sometimes referred to as “VOD”, “SVOD”, “TVOD”, or “AVOD”) and/or Linear Media. You agree to allow Company at its discretion to deliver your content to any and all streaming services (“Outlet”) except for any Outlets specifically de-selected by you and except for Outlets in countries specifically de-selected by you.

    2. By clicking the “I Agree” button, you irrevocably grant to Company, throughout the Territory (defined as the entire world and universe, exluding those territories for which you opt-out on the Site) and during the Term (as defined in Section 5 below), the non-exclusive right:

      1. to distribute, exhibit, license, sell, copy, transfer, distribute and otherwise exploit the Content by all means and media (whether now known or existing in the future) (“Sale”) through any and all Outlets now operational or hereafter available;

      2. to collect all income deriving therefrom;

      3. To make and/or use dubbed and/or subtitled versions of the Content and to make and/or use translations of the liner notes or other written material contained on packaging and/or artwork for the Content, and to exploit such versions in connection with the exploitation of the other rights herein granted to Company.

      4. To advertise, promote and publicize Company’s rights in the Content in any and all media now known or hereafter devised; including, without limitation, through the use of poster art created by, or under the authority of, you and/or Company, and to broadcast, transmit and otherwise use and perform portions or excerpts from the Content (including, without limitation, by means of trailers created by, or under the authority of, you and/or Company) for the purpose of exploiting, advertising, promoting, and publicizing the rights herein granted to Company

      5. To use and to authorize other persons to use your name and trademarks and the names (including any professional names or sobriquets), and any likenesses, whether or not current (including pictures, portraits, caricatures and stills from the Content), voices, autographs and biographical material (individually and collectively, “Name and Likeness”) of or relating to any person or fictional character appearing in, granting rights and/or rendering services in connection with the Content, for purposes of advertising, promotion, trade and other exploitation in connection with the Content and our Rights. You warrant and represent that you own the exclusive rights to so use such Name and Likeness in connection with the Content and that the use of same will not infringe upon the rights of any Person. You shall provide Company with documentation satisfactory to Company substantiating the foregoing rights; it is expressly understood and agreed that the review by Company of the said documents supplied by you shall in no way limit the representations and warranties set forth elsewhere in these Terms and Conditions;

      6. To use and/or include Company’s and/or its designees’ name, logo, and/or video bumper on or in the Content and/or otherwise in connection with the exploitation of Rights (including, without limitation, in connection with the packaging, advertising and/or promotion of the Picture);

      7. to allow Company to claim a distributor credit on the relevant record at IMDb.com and elsewhere;

      8. To use the title of the Content as Company may designate, in connection with the exploitation of Company’s rights hereunder;

      9. To prepare excerpts and/or synopses of the Content or any elements thereof for advertising, promotional and publicity purposes. Outlet

    3. You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Company may disable access to and/or terminate your account and/or remove or disable access to any Content or any associated materials you provide to Company in the event that Company receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.

    4. You agree that Company may freeze any and all revenues in your account that are received in connection with Content or other materials submitted by you which Company believes, in its good faith discretion, violate the Terms of Service, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement. You agree that you will not be entitled to reimbursement for any fees paid by you to Company in the event Company disables access to your account, your Content and/or any other materials you provide to Company, or to any revenues forfeited by you as set forth in the preceding sentence.

    5. You agree that Company may terminate your account if you violate the Terms of Service or, in Company’s good faith discretion, are believed to be infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.

  2. CONTENT.

    The term “Content” shall be defined as the audiovisual Content that you submit to Company at any time, along with associated assets such as metadata, still images, supplemental audiovisual content, artwork, etc. Company, in its sole discretion, reserves the right to reject any materials (including, without limitation, Content, images and/or artwork) that you submit. You agree to submit all Content, images and artwork at your sole expense, in the format(s) required by Company or any Outlet.

  3. PAYMENTS.

    1. Company will credit your account a sum equal to One Hundred Percent (100%) of Net Proceeds received by Company from the exploitation of the rights granted by you. “Net Proceeds” are Gross Receipts less our fee. Our fee is Twenty Percent of Gross Receipts. “Gross Receipts” means all non-refundable gross monies actually received by Company from an Outlet less and sales, use, value added, remittance, or other taxes. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law. Company will tender payment to you in the calendar quarter immediately following Comany’s receipt of Gross Receipts, provided that the amount to be tendered exceeds US$100. You are responsible for any bank fees or other charges related to such tender.

    2. To the extent that you owe any amounts to Company as a consequence of the Terms of Service or otherwise, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.

    3. In the event that Company has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Company reserves the right to discontinue the posting of Net Income to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained. Furthermore, you agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder. Certain Video-on-Demand Platform may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.

    4. The Net Income posted to your Company account will be pooled in an account with the Net Income of other Company customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Net Income that Company handles as your agent and places in such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to Company any ownership right that you may have in any interest that may accrue on Net Income held in such pooled account. In addition to or instead of earning interest on such pooled account, Company may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.

    5. In the event that Company is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Company may freeze any and all revenues in your account that are received in connection with the disputed Content or other materials submitted by you, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement.

  4. WARRANTIES; REPRESENTATIONS; INDEMNITIES.

    1. You warrant and represent that:

    a. You have the full right, power, and authority to enter into this Agreement and grant the rights granted herein. If you are an individual, you are at least eighteen (18) years of age. If you are a business entity, you are duly formed udner the laws in the jurisdication in which you were formed and that any person utilizing the Site does so with the full power and authority to bind said business entity;

    b. Neither the Content nor any of its components, nor any other materials or any elements or parts thereof or other materials to be delivered to Company hereunder, nor any use thereof by Company, nor the exploitation by Company of any of its rights hereunder, shall violate or infringe upon the copyright, literary, privacy, publicity, trademark, service mark or any other personal or property right of any Person, nor shall same constitute a libel or defamation of any Person whatsoever;

c. There are not now and during the Term there shall be no liens, claims, encumbrances, legal proceedings, restrictions, agreements or understandings which might conflict or interfere with, limit, derogate from, or are inconsistent with or otherwise affect any of the provisions of this Agreement, any of your representations and warranties contained herein or the enjoyment by Company of any rights granted to Company hereunder, including, without limitation the right to distribute Content and exploit the other rights granted herein.

d. the sole and exclusive owner of the Content and all rights granted hereunder in and to the Content and all literary, dramatic and musical material contained therein and you have obtained all licenses and permissions as may be required for the full and unlimited exercise and enjoyment by Company of all of the rights granted to Company. You will, on request, supply to Company all chain-of-title documents regarding literary, dramatic and musical material, and any other material contained in the Content. It is expressly understood and agreed that the review by Company of the said documents supplied by you shall in no way limit the warranties contained in this clause.

e. Unless you otherwise notifies Company in writing in advance, all persons and entities connected with the production of the Content, and all other persons and entities whose names, voices, photographs, likenesses, works, services and materials have been used in the Content or its exploitation, have authorized the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion, trade and other exploitation of the Content and the rights herein granted to Company in connection therewith.

f. All obligations with respect to the Content, and its production, distribution and exploitation, including but not limited to all salaries, royalties, license fees, service charges, laboratory charges and the like, shall have been or will be fully paid by you. Except for amounts payable to you hereunder, Company shall have no obligation for past, current or future salaries, royalties, residuals,deferments, license fees, service charges, laboratory charges or similar payments. All fees, payments, costs and charges, including, without limitation, all fees, payments, costs, charges or payments to any producer, director, writer, actor, composer, musician or any other Person who performed services or furnished material in connection with the Content, and/or to any guild, union, performing rights society, publisher or owner of master recordings arising by reason of the exercise by Company of any of the rights granted to it hereunder shall be your responsibility and shall, under no circumstances, be the responsibility of Company. If Company, in its sole discretion, pays any amounts pursuant to this paragraph, then without limiting Company’s other rights and remedies, such amounts shall be deemed advances, and may be deducted from all monies otherwise payable to you hereunder.

g. All necessary synchronization, public performance and other licenses for the use of any musical compositions throughout the Territory for the Content and the exploitation by Company of its other rights herein have been obtained from the copyright owners. All monies payable under such licenses or otherwise by reason of such uses have been or will be paid by you.

h. In the production of the Content, all laws, statutes, ordinances, rules and regulations of each country, state, city or other political entity having jurisdiction have been or shall be satisfied, as well as rules, regulations and requirements of any union or guild having jurisdiction.

i. The Content (including all elements thereof) is not in the public domain, and the Content has been validly registered for copyright. The Content as delivered will contain all proper copyright notices required or permitted for protection of the Content under the U.S. Copyright Act and the Universal Copyright Convention.

j. The credit lists and other materials delivered to Company under this Agreement will be complete and accurate. Further, Company will incur no liabilities to any third parties arising out of its compliance with such lists and use of such materials as delivered, which use is consistent with the provisions of this Agreement and materials supplied by you;

k. You have complied and will comply with 18 U.S.C. §§ 2257 and 2257A regarding minors and the depiction of sexually explicit conduct, if any, in the Content, including, without limitation, the collection and maintenance of individually identifiable information regarding all performers as required.

2.  You shall defend and indemnify Company and Outlets and any of their affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing warranties and the Terms of Service, including reasonable attorneys' fees and expenses.

3.  Company shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend Company at your expense with counsel approved by Company, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, Company may, if it so elects, defend itself at your cost and expense and you agree that Company may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made Company shall have the right, in its sole discretion, to remove or disable access to the Content and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Company's prior written approval.
  1. TERM.

    The Terms of Service shall apply at all times while you utilize the Site or the Services. You may withdraw your film at any time with 30 days notice via email to support at kinonation dot com with the understanding that film will continue to be subject to the underlying terms & conditions (including any minimum performance or notice terms) for any VOD platforms that may have already selected your film for exhibition.

  2. CONFIDENTIALITY.

    You acknowledge and agree that, in the course of negotiating and transacting business with Company, you may become aware of certain otherwise confidential information related to Company’s business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential. You hereby expressly agree that Company shall have the right to provide information relative to the sales of your Content hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.

  3. OTHER AGREEMENTS.

    You acknowledge that in providing the Services and payments hereunder, Company will be required to enter into certain agreements with various Video-on-Demand Platform. The selection of these Video-on-Demand Platform shall be within the sole discretion of Company. You agree that the Terms of Service shall be subject to any applicable terms and conditions of such other agreements that Company enters into with respect to such Video-on-Demand Platform. You expressly acknowledge that certain Video-on-Demand Platform may, with respect to audiovisual Content, require that your audiovisual Content be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual Video-on-Demand Platform may have the right to discontinue the availability of said audiovisual Content in their store(s). Company will, upon your written request, provide you with the current specifics of such requirements.

  4. DIGITAL MILLENNIUM COPYRIGHT ACT POLICY

    1. Notice and Takedown Procedure

      It is our policy to expeditiously respond to clear notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (DMCA). This page describes the information that should be present in these notices. It is designed to make submitting notices of alleged infringement to Company as straightforward as possible while reducing the number of notices that we receive that are fraudulent or difficult to understand or verify. The form of notice specified below is consistent with the form suggested by the DMCA (the text of which can be found at the U.S. Copyright Office Website but we will respond to notices of this form from other jurisdictions as well).

      It is expected that all users of any part of the Company site will comply with applicable copyright laws. However, if Company receives proper notification of claimed copyright infringement, our response to these notices will include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers, regardless of whether we may be liable for such infringement under United States law or the laws of another jurisdiction.

      If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter notification pursuant to Sections 512(g)(2) and (3) of the DMCA. We may also document notices of alleged infringement on which we act.

    2. Designated Agent

      Company’s Designated Agent for notification of alleged infringement under the DMCA is:

      Adam Telanoff, Copyright Officer
      Email: copyright at kinonation dot com

      Physical Mail:
      Kinonation, Inc.
      11845 W. Olympic Blvd., STE 1100W
      Los Angeles, CA 90064
      Attn: Adam Telanoff

      Upon receipt of proper notification of claimed infringement, Company will follow the procedures outlined herein and in the DMCA.

    3. Infringement Notification

      If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Company’s Registered Agent (listed above) the following information in a written communication (preferably via email):

      1. 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;

      2. 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 Company to locate the material;

      3. Information reasonably sufficient to permit Company to contact the complaining party, such as an email address, or if no email address is available, then an address and telephone number at which the complaining party may be contacted;

      4. The following statement: “I 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”;

      5. The following statement: “I swear, under penalty of perjury, that the information in the notification is accurate, and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; and

      6. A physical or electronic signature of the owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material is infringing your copyrights. Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.

    1. Counter Notification

      A provider of content subject to a claim of infringement may make a counter notification pursuant to sections 512(g)(2) and (3) of the DMCA. To file a counter notification with us, please provide Company’s Registered Agent (listed above) the following information in a written communication (preferably via email):

      1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

      2. Your name, address, and telephone number;

      3. The following statement: “I consent to the jurisdiction of Federal District Court for the [insert the federal judicial district in which your address is located]”;

      4. The following statement: “I will accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent”;

      5. The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled”; and

      6. Your signature, in physical or electronic form.

      Upon receipt of such counter notification, Company will promptly provide the person who provided the original infringement notification with a copy of the counter notification, and inform that person that Company will replace the removed material or cease disabling access to it in 10 business days. Company will replace the removed material and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the counter notice, unless our Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on our system or network.

    2. Repeat Infringers

      In accordance with Section 512(i)(1)(a) of the DMCA, Company will, in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers.

    3. Accommodation of Standard Technical Measures

      It is Company’s policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect copyrighted works that Company determines are reasonable under the circumstances.

  5. MISCELLANEOUS.

    1. In the event of your bankruptcy, you and Company acknowledge and agree that the licensed rights hereunder are fundamentally in the nature of “intellectual property” as defined in Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor statute (“Bankruptcy Code”); that Company’s continued enjoyment of all licensed rights is fundamental to the basic license hereunder; and therefore all licensed rights should be deemed intellectual property subject to Company’s election under Section 365(n)(1)(B) of the Bankruptcy Code. You and Company agree that the definition of “intellectual property” in Title 11 of the United States Code shall also include trademarks and service marks, as trademarks and service marks are inextricably linked to the other intellectual property to which rights are granted to Company under this Agreement. You and Company agree that upon any election by Company pursuant to Section 365(n)(1)(B) of the Bankruptcy Code, Company shall be entitled to, on its own or through employees, contractors, agents or otherwise, upgrade, modify and develop derivative works based upon the rights licensed hereunder. In the event of Company’s bankruptcy, you agrees that, notwithstanding Section 365(c)(1) of the United States Bankruptcy Code, Company may assume this Agreement and, subject to Paragraph 10(c), above, may assign this Agreement.

    2. The Site and Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Services:

      1. Disable, hack, circumvent or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Company content or materials;

      2. Use any metadata, meta tags or other hidden text utilizing a Company name, trademark, URL or product name;

      3. Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;

      4. Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;

      5. Upload, submit, post, email, or otherwise transmit, via the Site or Services, any Content or other materials that are, in the sole opinion of Company, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain pornography, erotica, child pornography or child erotica, are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, or constitute hate speech or are otherwise objectionable;

      6. Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any web pages available on the Site, servers or networks connected to the Site or the technical delivery systems of Company’s providers or break any requirements, procedures, policies or regulations of networks connected to the Site;

      7. Attempt to scan, probe or test the vulnerability of any Company system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Services;

      8. Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;

      9. Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Company or other generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;

      10. Collect or store personal data about other users of the Site or Services without their express and explicit permission;

      11. Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;

      12. Use the Site or Services in any manner not permitted by the Terms of Service; or

      13. Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Terms of Service.

    3. Company does not guarantee exploitation of the Content, which will depend on consumer preference, nor on the inclusion or participation of any given Outlet. Company reserves the right in its sole discretion to decline to engage in business with any given Outlet and/or Conent Owner. Except as specifically set forth in these Terms of Service, Company shall have no obligations to you.

    4. Dispute Resolution Process. Before commencing any court action, you will first submit a ticket through Company’s help desk. Company shall not be deemed in breach of the Terms of Service unless you have given Company notice of the breach and Company has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.

    5. In no event will Company, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, 99, Company products or any Company content, no matter whether the damages are foreseeable and whether or not Company has been advised of the possibility of such damages. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and in no event will Company’s aggregate liability to you exceed One Hundred Dollars ($100).

    6. The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of California excluding that body of law pertaining to the conflict of laws. Any legal action or proceeding arising under the Terms of Service shall be brought exclusively in courts located in the State of California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties acknowledge that the only convenient forum is the West District of the Los Angeles Superior Court or the United States District Court for the Central District of California. The parties to this agreement waive their respective rights to a trial by jury. In the event that any provision in the Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of the Terms of Service will not be deemed a waiver of such right or provision. You may not assign the Terms of Service (by operation of law or otherwise) without the prior written consent of Company and any prohibited assignment will be null and void. Company may assign the Terms of Service or any rights or obligations hereunder without your consent. The relationship of the parties under the Terms of Service is that of independent contractors and the Terms of Service shall not be construed to imply that either party is the agent, employee, or joint venturer of the other. You agree that the Terms of Service and the rules, restrictions and policies contained herein, and Company’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Company. The Terms of Service, together with the rules and policies of Company, constitute the entire agreement between Company and you with respect to the subject matter hereof. Any notice or other communication to be given hereunder will be in writing and given (i) by Company via email (in each case to your email address of record), (ii) a posting on the Site, or (iii) by you via email to support at kinonation dot com or to such other address as Company may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.

    7. You acknowledge that you have read and understand Company’s Privacy Policy as more fully described on the Site, and by using the Services and the Site you have expressly accepted the terms and conditions set forth in such Privacy Policy, as same may be amended from time to time.

    8. It is your responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in the format required. You acknowledge that Company will not be obligated to furnish its services hereunder until receipt of said materials.

    9. Company reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever.

  6. GENERAL DEFINITIONS

    1. Content: a discrete audio-visual program.

    2. Metadata: with respect to each Title, information that supplements the Content including but not limited to:

      1. title;

      2. Creators, including but not limited to, publisher, author, illustrator, narrator, actor, director, etc.;

      3. producers and/or studio;

      4. digital object identifiers; geographical rights restrictions,

      5. short description of the work;

      6. artwork, including but not limited to, cover art, graphics, poster art;

      7. content ratings and classifications;

      8. parental advisory or similar notices/advisories,

      9. any other information reasonable used to identify the Title.

    3. Digital Ownership: the purchase of a copy of a Title for electronic delivery and repeated viewing over an indefinite period of time.

    4. VOD: the purchase of a copy of a Title for electronic delivery and viewing over a finite period of time.

    5. AVOD: access to digital copies of a Title on an exclusively advertisement supported basis for electronic delivery and viewing over a finite period of time.

    6. SVOD: access to digital copies of a Title on a subscription basis for electronic delivery and viewing over a finite period of time.

    7. TVOD: access to digital copies of a Title for electronic delivery and viewing pursuant to payment of a fee, duration may be over a finite or indefinite period of time.

    8. Title: a discrete audio-visual program.

    9. Live Streaming: access to Content that is happening at the time that it is viewed.

    10. Linear Streaming: access to digital copies of a Title at a set time determined by the Outlet.

    11. OTT: “Over-the-top” (OTT) is the delivery of audio, video, and other media over the Internet without the involvement of a multiple-system operator in the control or distribution of the content

    12. Outlet: is a provider of Content to the public.

    13. Channel: A uniquely identified virtual location which allows for Live or Linear Streaming.

    14. Subchannel: When an Outlet operates multiple Channels, each is referred to as a Subchannel.

– ENDS –