TERMS OF USE

IMPORTANT! PLEASE READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY. THESE TERMS OF USE APPLIES TO YOUR (REFERENCES TO “YOUR” OR “YOU” IN THESE TERMS OF USE MAY ALSO INCLUDE ANY AUTHORIZED USERS ESTABLISHED BY YOU, IF APPLICABLE) USE OF ALL OF THE KILO ENTERTAINMENT LLC (REFERRED TO HEREIN, SOLELY FOR EASE OF REFERENCE, AS “COMPANY”, “US” OR “WE”) ONLINE AND MOBILE WEBSITES (“SITES”) AND INTERACTIVE FEATURES OF DOWNLOADS THAT ARE MADE AVAILABLE THROUGH OR INTERACT WITH THE SITES (“FEATURES”). THESE TERMS OF USE ARE A LEGALLY BINDING AGREEMENT BETWEEN COMPANY AND YOU CONCERNING YOUR USE OF OF THE SITES, FEATURES; AND CONTENT (AS THE SAME DEFINED IN SECTION 14.1 BELOW). BY USING THE SITES, FEATURES AND CONTENT YOU ARE UNCONDITIONALLY AGREEING TO THE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS OF USE, PLEASE DO NOT USE THE SITE, FEATURES, AND CONTENT.

Please note that throughout these Terms of Use, you will see capitalized words or phrases. These capitalized words and phrases are defined terms. The defined terms are first set off from the other text in parentheses. Their definitions are found either in these Terms of Use or in our Privacy Policy, found here: [insert link].

1. ACCESS; USE; USER ACCOUNTS. In order to use and access the Sites, Features, you must meet the following access requirements (“Access Requirements”): (1) be 18 years of age or older (or whatever the applicable age of majority (legal adulthood) is where you are located); and (2) you must reside within the fifty states of the United States of America (“U.S.”), the District of Columbia, and certain US territories (“Service Area”). 

Regardless of whether you meet all of the Access Requirements set forth above, by using and accessing any Sites, Features and Content, you are unconditionally agreeing to these Terms of Use. Notwithstanding the foregoing, by using the Sites, you represent, acknowledge and agree that you are at least 18 years of age.

Certain parts or features of the Sites may require registration or may otherwise ask you to provide information to create a user account to participate in certain Features or to access certain Content (each, a “User Account”). You may only open a User Account for yourself, and not for any other person. A User Account can only be established by consumers that meet the Access Requirements. You are responsible for all activity occurring under your User Account, including maintaining the confidentiality of each username and password. You agree that you will: (a) immediately notify Us of any unauthorized use of your User Account; and (b) not allow any third part to use your User Account. Company will have no liability for any loss or damage arising from use or misuse of your User Account or your failure to comply with these requirements. Company, its affiliates and its third party licensors cannot and will not be liable for any loss or damage arising from any failure on the part of any person to comply with these obligations. The Sites and/or Features may provide you with the opportunity to connect and/or link your User Account to certain third party social media sites (“Social Media Sites”). If you choose to connect or link your User Account to any Social Media Site via the Sites or Features you consent to the release of information about you to others, including to the Social Media Site(s). If you do not want information about you to be shared in this manner, do not connect or link your User Account to any Social Media Site(s).

2. GRANT OF RIGHTS; RESTRICTIONS. Company hereby grants you a limited, non-exclusive, non-transferable license to access, use and privately display the Sites, Content and Features, solely with the Service Area, in accordance with these Terms of Use. Company grants you this limited license for your personal use only, and not for any commercial purpose. The use of the Sites, Content or Features for commercial purposes is unauthorized and may constitute infringement. This license does not include any rights to: (1) sell, resell, lend, lease, rent or otherwise commercially use the Sites, Content or Features or any other material or information contained therein; (2) collect or use any information, data, listings, or descriptions for any reason; (3) create derivative works from the Sites, Features or Content or any other materials or information contained therein; (4) download or copy User Account information of any third party; (5) user data mining, robots, or other data gathering and extraction tools; (6) distribute, transfer, or post any Content on any third party website, online service or other media; (7) modify, adapt, creative derivative works from or translate any part of the Sites, Content, or Features; (8) reverse engineer, decompile or disassemble the Sites, Content or Features, or otherwise attempt to obtain access to the Company IP (as defined in Section 14); (9) remove or alter any copyright, trademark or other proprietary notice contained in the Sites, Content or Features. Except as provided herein, you may not frame or utilize framing techniques to use, surround or enclose the Sites, Content or Features or any trademarks, service marks, logo, or other proprietary information (including: images, text, page layout, or form) of Company and/or its affiliates or subsidiaries or Content providers without Company’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing the name of the Sites, Content, Features, Company and/or its affiliates, subsidiaries or Content providers, or any trade names or trademarks or other copyrighted materials relating thereto, without the express written consent of Company. 
3. CONTENT. It is your responsibility to review and monitor the access restrictions associated with each piece of Content available via the Sites, and Company accepts no liability for any access restrictions or the expiration of any availability windows. Company reserves the right, in its sole discretion, to disable access to any Content at any time and makes no warranties that the access restrictions specified for each piece of Content will always be complete, current, or accurate.
4. SITE UPDATES; SOFTWARE. BY USING THE SITES, YOU ACKNOWLEDGE AND AGREE TO RECEIVE, WITHOUT FURTHER NOTICE OR PROMPTING, UPDATED VERSIONS OF THE SITES AND RELATED THIRD-PARTY SOFTWARE. IF YOU DO NOT ACCEPT THE FOREGOING TERMS, DO NOT USE THE SITES.
5. TERMINATION; SUSPENSION. You may terminate your use of the Sites, Features and Content at any time. Your right to use the Sites, Content and Features will automatically terminate if you fail to comply with any provision of the Terms of Use and Company, each reserve the right to cancel, terminate or restrict your access to the Sites, Content and Features, or any portion thereof, at any time, without notification, for any or no reason whatsoever.
6. PRIVACY POLICY. Company may collect and use certain personally identifiable information and non-personally identifiable information about you in connection with your use of the Sites, Content, or Features, and such collection and use of personally identifiable information is subject to the Company Privacy Policy available at [insert link]. 
7. POLICIES FOR INDIVIDUALS UNDER THE AGE OF 13. Company encourages the responsible use of the internet by children together with their parents and to that end, Company does not knowingly collect or use any personally identifiable information submitted or posted to the Sites and/or Features from individuals under the age of 13, except in order to respond on a one-time basis to a specific request for information.
8. USER SUBMISSIONS. Company is pleased to hear from its customers and welcomes your comments regarding our products and services. These comments should only be submitted to one of the mailboxes available to users of the Sites provided from time to time for that purpose. All remarks, suggestions, ideas, graphics, or other information communicated to Company through Sites (each, a “Submission”) will forever be the property of Company. Company will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities between your Submission and any future Company products, services or operations. Without limitation, Company will have exclusive ownership of all present and future existing rights to the Submissions of every kind and nature, everywhere. Company will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not Company, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. You acknowledge and agree that neither Company nor any of its licensees, successors or assigns has now, or will have in the future, any duty or liability, direct or indirect, vicarious, contributory or otherwise, with respect to the infringement or protection of any copyright in and to your Submission, and that Company and its licensees, successors or assigns are not responsible for the loss, deletion, failure to store, or misdelivery of any feedback submitted.

Company generally does not pre-screen, verify, or edit your Submissions. However, Company and its agents reserve the right to investigate any violation of the Terms of Use and to take appropriate remedial action. Company has absolute discretion to enforce the Terms of Use, including, but not limited to warning users of violations, disabling or suspending access, deleting, screening or editing any Submission, or prohibiting any behavior that does not comply with the Terms of Use. You are entirely responsible and liable for all activities conducted by you and any user of your User Account, including the transmission, posting, or other provision of text, files, links, software, photographs, video, sound, music or other information or material to any portion of the Sites or Features.

9. CONFIDENTIAL AND PROPRIETARY INFORMATION. You agree not to try to access and not to access any information through the Sites or Features that does not pertain to you and which you are not properly authorized to receive. You agree that if you should access information about another individual or entity, or otherwise receive information you are not authorized to receive, or if you become aware that someone else has accessed or attempted to access information that person was not authorized to receive, you will immediately cease such unauthorized access, notify Company of the unauthorized access, and reasonably assist Company in identifying and correcting the circumstances that permitted such unauthorized access. You will keep confidential all information you receive concerning another individual or entity, will not use such information, will return such information to Company immediately, will not transmit it to any other person or entity and will not reproduce or distribute it in any electronic of other form.
10. INTELLECTUAL PROPERTY.

10.1 As between you and Company, the Sites, Content and Features are owned by Company and/or its licensors and content and technology providers, and are protected by applicable domestic and international copyright laws. As used herein, “Content” means: (1) any and all motion pictures, images, animations, artwork, copy or information; and (2) any and all other human readable audio and/or visual elements, regardless of the form or format, accessible via the Sites or Features. Any and all underlying patentable or copyrightable elements (or elements protectable as trade secrets or otherwise under intellectual property laws) related to the Sites, Content and/or Features, including without limitation, source code, script, object code, software, protocols, algorithms, computer programs, data and other sets of statements and instructions contained in the Sites, Content and/or Features will be considered the property of Company (“Company IP”). All rights not granted in these Terms of Use are reserved, and there are no implied licenses.

10.2 KILO ENTERTAINMENT and all related registered and unregistered trademarks and service marks (“Kilo Marks”) are the property of Kilo Entertainment LLC. Certain characters, logos, names and images incorporated by Kilo Entertainment LLC on the Sites, Content and Features are also protected as registered or unregistered trademarks, trade names and/or service marks and are the property of their respective owners. The Kilo Marks may not be used without the express written permission of Company.

11. REPRESENTATIONS AND WARRANTIES. By accessing or using the Sites or Features you represent and warrant that: (a) you are a resident of the Service Area; (b) that you have legal capacity to enter into this agreement (i.e., that you are at least eighteen (18) years old or of sufficient age to be considered an adult in your state of residence and possess sufficient mental capacity and are otherwise entitled to be legally bound in contract); (c) the information you provide during registration for a User Account, and any other communication with Company and/or in connection with the Sites for any reason, is true, correct, complete, and current and you agree to update such information as necessary so that it remains current, accurate, and complete; and (d) you have read and agree to abide and be bound by these Terms of Use.
12. FORWARD LOOKING STATEMENTS. The Sites or Features may contain forward-looking statement regarding Company’s business, customers, partners, future products, and services or other factors that may affect future earnings or financial results. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Examples of these risks include delays in development, competitive service, and product offerings, and lack of market acceptance.
13. EXPORT RESTRICTIONS. You agree that you will comply with all applicable export laws, restrictions, and regulations of the U.S. Department of Commerce, the U.S. Department of Treasury and any other U.S. or foreign agency or authority. You agree not to export or re-export, or allow the export or re-export of the Sites in violation of any such law, restriction, or regulation.
14. LINKS TO AND FROM THIRD PARTY SITES.

14.1 The Sites, Content, and Features contain or may contain links to other internet sites, including without limitation Social Media Sites. Company does not verify, warrant, endorse or take responsibility for the availability, accuracy, completeness, quality, practices or policies of such sites or content available from such sites. Company does not make representation or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and you irrevocably waive any claim against us with respect to such sites.

14.2 You are not permitted to link to the Sites, Content or Features from any third-party site without the prior written permission of Company.

15. ASSIGNMENT. You may not assign your rights and obligations under the Terms of Use for any reason. Company may assign its rights and obligations under the Terms of Use at any time.
16. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SITES, CONTENT AND FEATURES IS AT YOUR SOLE RISK. NEITHER COMPANY, ITS DISTRIBUTORS, PARENTS, AFFILIATES, EMPLOYEES, AGENTS, SERVICE PROVIDERS, THIRD PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE, WARRANT THAT THE SITES, CONTENT AND/OR FEATURES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES, CONTENT OR FEATURES, OR AS TO THE ACCURACY, RELIABILITY, SECURITY OR CONTENT OF ANY INFORMATION OR SERVICE CONTAINED IN OR PROVIDED THROUGH THE SITES, CONTENT OR FEATURES. THE SITES, CONTENT AND FEATURES, ALL CONTENT AND INFORMATION PROVIDED THEREIN, AND ALL ELEMENTS OF ANY SOFTWARE RELATED THERETO ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND ALL SUCH WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED AND EXPRESSLY NEGATED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY COMPANY, ANY OF ITS PARENTS, AFFILIATES, EMPLOYEES, AGENTS, SERVICE PROVIDERS, THIRD PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE, WILL CREATE A WARRANTY; AND YOU WILL NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE ABOVE EXCLUSION OF IMPLIED WARRANTIES WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
17. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL COMPANY, ITS DISTRIBUTORS, PARENTS, AFFILIATES, EMPLOYEES, AGENTS, SERVICE PROVIDERS, THIRD PARTY INFORMATION PROVIDERS, LICENSORS, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITES, CONTENT OR FEATURES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, LOST PROFIT, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES THAT RESULT FROM OR ARE RELATED TO THE USE OF OR INABILITY TO USE THE SITES, CONTENT OR FEATURES; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ANY EVENT OF FROCE MAJEURE. THE ABOVE LIMITATIONS OF LIABILITY WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. YOU ASSUME THE RISK IN USING THE SITES AND/OR FEATURES AS WELL AS RESPONSIBILITY FOR ESTABLISHING PROCEDURES FOR DATA BACKUP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY.
18. INDEMNIFICATION. You agree to indemnify and hold harmless Company, its parents, subsidiaries, affiliates, partners, agents, and licensors and each of their respective officers, directors, shareholders and employees against and from any and all liabilities, claims, costs, damages, reasonable settlements and expenses (including without limitation reasonable attorneys’ fees and court costs) to the extent arising out of or attributable to your breach of any of the provisions, representations or warranties set forth in these Terms of Use, and/or from your placement or transmission of any content onto the Sites servers, and/or from any and all user of your User Account in violation of the Terms of Use or the failure to fulfill any obligations relating to your User Account incurred by you or any other person using your User Account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section.
19. Force Majeure. Company will not have any liability to you for any delay or non-performance of its obligations under the Terms of Use, to the extent that such delay or non-performance is attributable to an event of Event of Force Majeure (as hereinafter defined). For the purposes of the Terms of Use, “Event of Force Majeure” will mean an act of God, labor dispute, or failure of facilities, networks, equipment or software, or any similar event, to the extent that such event is beyond the reasonable control of Company.
20. MODIFICATIONS TO THE TERMS OF USE. Company reserves the right, at its sole discretion, to change, modify, discontinue, enhance, add or remove any portion of the Sites, Content and Features, or any provision of the Terms of Use, in whole or in part, at any time. If we make a material change to the Terms of Use, we will notify you by posting a notice on the Sites. We will also send an email to the email address you most recently provided to us prior to the material change taking effect. Any material change to these Terms of Use will be effective automatically 30 days after the revised Terms of Use are first posted or, for users who register or otherwise provide opt-in consent during this 30-day period, at the time of registration or consent, as applicable. The date that these Terms of Use were last modified can be found at the end of these Terms of Use.
21. COPYRIGHT NOTICE. If you believe that any Content appearing on the Sites has been copied in a way that constitutes copyright infringement under the laws of the United States, please forward the following information to the Copyright Agent named below: Your name, address, telephone number, and email address; A description of the copyrighted work that you claim has been infringed; the exact URL or a description of where the alleged infringing material is located; a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Kilo Entertainment LLC

35759 Abelia St.

Murrieta, CA 92562

ATTN: General Counsel

Email: legal@kiloentertainment.com

Please note that while Company seeks to preserve any and all exemptions from liability that may be available under the copyright law, this is not a stipulation that Company is a service provider as defined in 17 USC section 512c or elsewhere in law.

22. ELECTRONIC COMMUNICATIONS. When you use the Sites, Content and Features, or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you in a variety of ways, such as by email, text, in-app push notifications, or by posting notices and messages on the Sites, Content, or Features. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy and legal requirement that such communications be in writing. You also consent to receiving promotional messages, offers, surveys, and requests electronically. For more information as to how we communicate with you, please review our Privacy Policy at [link]. If you no longer want to receive non-transactional communications, you may unsubscribe at any time using the link at the bottom of the electronic communication.
23. GOVERNING LAW; ARBITRATION. These Terms of Use will be governed by and construed in accordance with the laws of the State of California. All controversies, disputes or claims arising out of or relating to these Terms of Use will be determined pursuant to the mediation and arbitration procedures of JAMS, and administered by JAMS or its successor (“JAMS”) in accordance with the comprehensive rules and procedures, including the optional appeal procedure, of JAMS (“JAMS Rules”), as modified by these Terms of Use. The parties will endeavor first to attempt to resolve the controversy or claim through mediation administered by JAMS before commencing any arbitration. All mediation and arbitration will be conducted in Los Angeles County, California. The arbitration will be held before a single neutral arbitrator. The JAMS Rules for selection of mediators and arbitrators will be followed, except that the mediator or arbitrator will be an experienced entertainment or labor or employment arbitrator licensed to practice law in California, or a retired judge. Any appellate panel will consist of three (3) neutral members, subject to the foregoing requirements. Any mediation and/or arbitration will be confidential (except as information may be required in any judicial proceedings brought to endorse these arbitration provisions or any award rendered hereunder). Upon conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision he or she has reached and will deliver such documents to each party to the agreement along with a signed copy of the award. Any arbitration award will be final and binding upon the parties. Judgment upon an award rendered by an arbitrator may be entered in any court having jurisdiction over the relevant party or its assets. The arbitrator will have the right to award money damages and other appropriate relief, consistent with the terms of this agreement; however, the arbitrator will not have the right to award injunctive relief against either party or to certify a class action of any kind. Any dispute, claim or controversy arising out of or relating to the Sites or your use of the Sites, and these Terms of Use, must be filed within one (1) year of the relevant events. You and Company agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
24. CALIFORNIA CONSUMER NOTICE. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Sites, Features and Content are provided by Kilo Entertainment LLC, 35759 Abelia St., Murrieta, CA 92562. If you have a question or complaint regarding the Sites, please contact us at legal@kiloentertainment.com. You may also contact us by writing Kilo Entertainment LLC, 35759 Abelia St., Murrieta, CA 92562, Attention General Counsel. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
25. MISCELLANEOUS. These Terms of Use set forth the nature and extent of your relationship with Company as it pertains to the Sites, Content and Features. The Terms of Use are binding upon and inure to the benefit of Company and you, and Company’s successors and assigns, if any. If any provision of these Terms of Use is determined to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision of the Terms of Use. Any waiver of any breach or failure to enforce any provision of the Terms of Use will not be deemed a future waiver of usch term or a waiver of any other provision. Any waiver of any provision of the Terms of Use will be effective only if it is in writing and signed by Company and you. Nothing contained in the Terms of Use will constitute, or enable the development of a joint benture, partnership or any other employee/employer or independent contractor relationship or any other commercial relationship (except as seller and customer) between you and Company. The provisions of the Terms of Use, which by their nature shold survive expriation or termination of the Terms of Use, will survive such termination. You agree that your use of the Sites, Content and Features enables you to enter into agreements and/or to make purchases electronically. You acknowledge and agree that your electronic submissions constitute your agreement and intent to be bound by and such agreements and/or purchases, including without limitation all transaction you enter into in connection with the Sites, Content and Features.

REVISED 2/24/2020.