TERMS OF SERVICE/LICENSE AGREEMENT

These terms of service and license agreement (the “Agreement”) are issued by [NOKIO Inc. (“NOKIO”), a Delaware corporation, and governs your use of and access to its products and services, including the NOKIO application that provides users with the ability to rate, review, and recommend movies and television shows and share that information with selected other NOKIO users, any updates or upgrades to the above, and any other NOKIO products or services.

In this Agreement, the above are referred to collectively as the “Products.” These terms are provided in connection with the NOKIO Privacy Policy (the “Privacy Policy”), which can be found at www.nokioapp.com/privacy-policy.html. Please read this Agreement and the Privacy Policy carefully. By using the Products you agree to be bound by this Agreement and the Privacy Policy. Products include software and services that we own and operate directly, as well as software and services that we market or provide from or on behalf of third parties.

This Agreement may be updated periodically to account for changes to existing products, the introduction of new products, improvements, or features, or a change in the legal or regulatory framework regarding the Products. If there is a material change to the Agreement, NOKIO agrees to provide notice of the revised Agreement, which may consist of a public notice on NOKIO’s web site, no less than thirty days before it will become effective.

IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT OR ANY REVISED AGREEMENT IN THE FUTURE, YOU MAY NOT USE ANY OF THE PRODUCTS, MUST STOP ALL USE IMMEDIATELY, AND TERMINATE ANY ACCOUNTS YOU MAY HAVE WITH NOKIO.

I. WHAT YOU PROMISE TO US

• 1.You are at least eighteen years old and have the authority to enter into legally binding agreements. You are using the Product for yourself, or you are actively monitoring and supervising your minor child’s use of the Products. You remain responsible for any such use.
• 2.You have read and agree to the terms and conditions of the Privacy Policy.
• 3.You will not misuse the Products in any manner, nor will you assist, support, or suggest that anyone else do so, including in order to:
• a.Probe, scan, or test the vulnerability of any system or network,
• b.Breach or otherwise circumvent any security or authentication measures,
• c.Access, tamper with, or use non-public areas or parts of the Products or shared areas of the Products that you do not have permission to access,
• d.Interfere with or disrupt any user, host, or network (for example, by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Products),
• e.Access, search, or create accounts for the Products by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk),
• f.Send unsolicited communications, promotions or advertisements, or spam,
• g.Send altered, deceptive, or false source-identifying information, including “spoofing” or “phishing,”
• h.Promote or advertise products or services other than your own without appropriate authorization,
• i.Resell, repackage, rebrand, or otherwise distribute the Products unless specifically authorized in writing to do so,
• j.Publish or share materials that are unlawfully pornographic or indecent or contain extreme acts of violence,
• k.Advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment,
• l.Violate the law in any way, including storing, publishing, or sharing material that is fraudulent, defamatory, or misleading, or
• m.Violate the privacy or infringe the rights of others.
• 4.You will use the Products only for a valid legal purpose and only as permitted by applicable law, including federal and state data privacy regulations and export control laws.
• 5.With respect to export control laws, you agree that you will not provide or export the Products to (i) nationals or residents of Cuba, North Korea, Iran, Sudan, Syria, the Crimea region of Ukraine, or any other country or region as to which the United States has imposed a trade embargo or related restrictions; or (ii) any person or entity included in the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List.
• 6.You will not try to undermine our security safeguards, source code protections, or digital signing mechanisms, or unlawfully copy, reproduce, distribute, publish, or publicly display any NOKIO intellectual property, including any copyrights, trademarks, patents, software, domain names, trade secrets, or information that any person would reasonably believe to be confidential.

II. SOFTWARE USAGE

• 1.The Products include software (“Software”) and your right to use the Software depends on your compliance with the terms of this Agreement.
• 2.NOKIO hereby grants you a limited, personal, internal use, non-exclusive, non-transferable, revocable license to use the Software, solely in connection with this Agreement and the Products.
• 3.This Agreement does not convey to you any rights of ownership in the Software. By accepting this Agreement you agree that the Software is licensed to you by NOKIO and is not being sold or otherwise transferred to you.
• 4.As described further in Section V below, NOKIO expressly disclaims any warranties of non-infringement, merchantability, and fitness for a particular purpose. NOKIO does not warrant that the software will (i) achieve specific results, (ii) operate without interruption, or (iii) be error free. NOKIO uses commercially reasonable efforts to protect your data, but does not warrant that your data will be secure in all circumstances, foreseen and unforeseen.
• 5.As described further in Section VII below, NOKIO expressly disclaims all liability for the Software, including any loss or liability resulting from lost or compromised data caused by the Software. In no event will NOKIO be liable for any damages, including lost profits or data, or other incidental or consequential damages, arising out of the use or inability to use the Software or any data supplied therewith, even if NOKIO has been advised of the possibility of such damages, or for any claim by any other party.

III. INTELLECTUAL PROPERTY RIGHTS

• 1.Your use of the Products constitutes your agreement to comply with all applicable intellectual property laws, including copyright laws. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information in any format (“Content”) in violation of any person’s or entity’s copyrights, trademarks, or other intellectual or proprietary rights. You also agree that you are solely responsible for any violation of any intellectual property law or any infringement of any person’s or entity’s intellectual property rights caused by any Content that you use or transmit by means of our Products, networks, systems, or servers, or that is used or transmitted by another person by means of our networks, systems, or servers using the Products you have licensed or purchased from NOKIO. You acknowledge that NOKIO’s policy generally is to cooperate in connection with investigations and litigation involving claims of infringement of intellectual property rights.
• 2.You agree not to upload, download, display, perform, transmit or otherwise distribute any Content that (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise constitute a violation of applicable law; or (iii) advertises or otherwise solicits funds or is a solicitation for the purchase or sale of goods or services. NOKIO reserves the rights to terminate your ability to upload, download, display, perform, transmit or otherwise distribute such Content; terminate your Software license and your subscription for Services; and delete any such Content from NOKIO’s servers.
• 3.You grant us an unlimited, worldwide, non-revocable, transferable, perpetual license to Content you provide in connection with the Services. You acknowledge that we may incidentally retain copies of such Content for the term of your Agreement with us and thereafter. Your Content may be available to other users of the Products after termination of this Agreement.
• 4.You agree not to upload, download, display, perform, transmit or otherwise distribute any Content that (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise constitute a violation of applicable law; or (iii) advertises or otherwise solicits funds or is a solicitation for the purchase or sale of goods or services. NOKIO reserves the rights to terminate your ability to upload, download, display, perform, transmit or otherwise distribute such Content; terminate your Software license and your subscription for Services; and delete any such Content from NOKIO’s servers.
• 5.Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to DMCA Agent, c/o NOKIO Incorporated, 1410 Franklin Street #206, San Francisco CA 94109 ​; or at legal@nokioapp.com. If you have knowledge or evidence or in good faith believe that your or another person’s or entity’s copyrights are being violated, you may request that NOKIO delete, edit, or disable the infringing information by submitting a takedown request to the DMCA Agent containing the following information (the “Takedown Request”):
• a.Your name, address, telephone number, and email address;
• b.An identification of the copyrighted work that you claim has been infringed;
• c.The exact URL or a description of where the alleged infringing material is located
• d.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 applicable law;
• e.An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• f.A statement by you, made under penalty of perjury, that the above information in your Takedown Request is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
• 6.Upon receiving a valid Takedown Request, NOKIO will investigate the claims of copyright infringement and will remove content that appears to infringe the copyright or other intellectual property rights of others, and/or suspend or terminate the rights of any person who is determined to have infringed the copyrights of any other person or entity.

IV. TERMINATION

• 1.You are free to stop using the Products at any time. We reserve the right to suspend or terminate your access to some or all of the Products with notice to you if:
• a.You are in breach of this Agreement, or
• b.You are using the Products in a manner that would cause a real risk of harm or loss to us or other users.
• 2.If we do terminate your access, we will provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you. If after such notice you fail to take the steps we ask of you, we will terminate or suspend your access to the Products.
• 3.In certain instances, however, we will terminate your account immediately without first providing you notice. This typically occurs if:
• a.You are in material breach of this Agreement,
• b.Providing you notice of termination would cause us legal liability or hinder our ability to service our other customers, or
• c.We are prohibited from doing so by applicable law.
• 4.We may decide to discontinue the Products in response to new laws or regulations or other unforeseen circumstances beyond our control. If we stop offering some of all of the Products, we will give you reasonable prior notice so that you can export your data. If we discontinue a Product before your Annual or monthly subscription is over, you will receive a pro-rated portion of the fees you have pre-paid.

V. NO WARRANTIES

• 1.WE STRIVE TO PROVIDE GREAT SERVICES, BUT THERE ARE CERTAIN THINGS THAT WE CANNOT GUARANTEE. THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, NOKIO AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE PRODUCTS. THE PRODUCTS ARE PROVIDED “AS IS,” INCLUDING ANY PRODUCTS PROVIDED ON A “BETA TEST” OR SIMILAR BASIS.
• 2.WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

VI. INDEMNITY

• 1.You agree to indemnify, defend, and hold harmless NOKIO, its parents and affiliates, and its and their officers, directors, employees, consultants, and agents from liability for any and all third-party claims, liabilities, demands, disputes, causes of action, losses, damages, and costs and expenses of any kind resulting from:
• a.Any use of the Products in a manner not authorized by this Agreement;
• b.Any material breach by you of the provisions in this Agreement or the Privacy Policy; and
• c.Any acts or omissions on your behalf which infringe, misappropriate, or otherwise violate the intellectual property rights of any other person.
• 2.You agree to notify NOKIO immediately if you become aware of (i) an act of infringement, violation, or misappropriation of the intellectual property of any other person, or (ii) any unauthorized use of your account or any other breach of security known to you.

VII. LIMITATION OF LIABILITY

• 1.TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOKIO, ITS AFFILIATES, SUPPLIERS, CONTRACTORS, AND DISTRIBUTORS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY .
• 2.THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER NOKIO OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
• 3.IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, NOKIO, ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY DAMAGES RELATED TO LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. NOKIO AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

VIII. DISPUTE RESOLUTION

• 1.Prior to starting any formal legal proceedings, we would like the chance to resolve your issue ourselves. You agree that before filing a claim against NOKIO, you will contact us, by email at legal@nokioapp.com. Upon receiving notice of your issue, we will attempt to resolve the issue informally. If NOKIO is unable to resolve the problem within thirty days, you or NOKIO may bring a formal legal proceeding.
• 2.If we cannot resolve your issue as described above, you agree to resolve any claims relating to this Agreement through final and binding arbitration by a single arbitrator, except as set forth below. This includes disputes arising out of or relating to interpretation or application of these arbitration-related provisions, including their enforceability, revocability, or validity.
• 3.You acknowledge that arbitration is a substitute for litigation, and that you agree to present any dispute to the arbitrator and not a governmental agency, body, or court.
• 4.You can decline this agreement to arbitrate by emailing us at legal@nokioapp.com within thirty days of first registering your account. However, if you agreed to a previous version of this Agreement that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.
• 5.The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco, California, or any other location we agree to. The AAA rules will govern payment of all arbitration fees.
• 6.You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific paragraph is held unenforceable, then the entirety of this Section VIII will be deemed void.

IX. MISCELLANEOUS

• 1.This Agreement is governed by California law except for its conflicts of laws principles. You and NOKIO agree that any judicial proceeding to resolve claims relating to this Agreement or the Products will be brought in the federal or state courts of San Francisco, California, subject to the mandatory arbitration provisions above. Both you and NOKIO consent to venue and personal jurisdiction in such courts.
• 2.This Agreement constitutes the entire agreement between you and NOKIO with respect to the subject matter of this Agreement and supersede and replace any other prior or contemporaneous agreements, or other terms and conditions applicable to the subject matter of this Agreement. These Agreement creates no third-party beneficiary rights. You acknowledge that any adjustment or amendment to this Agreement must be in writing, signed by you and an authorized employee of NOKIO.
• 3.NOKIO’s failure to enforce a provision is not a waiver of its right to do so later. Our rights under this Agreement survive any transfer or termination of this Agreement.
• 4.You may not assign any of your rights under this Agreement, and any such attempt will be void. NOKIO may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
• 5.If any part of this Agreement is held or found to be invalid or unenforceable, that portion of the Agreement will be construed to be consistent with applicable law while the remaining portions of the Agreement remain in full force and effect.