HYPERVSN Accessories Policy
Thank you for your interest in Kino-mo Ltd, trading as HYPERVSN (“we” or “Kino-mo”), HYPERVSN Products and Accessories thereto. This HYPERVSN Accessories Policy (the “ Policy”) is intended to define the basic requirements for using, designing and manufacturing of the Accessories for HYPERVSN Products, and sets a framework for cooperation between you (“you” or the “Partner”) and Kino-mo with regard to designing and manufacturing of the Accessories.
By submitting an application or getting into cooperation with Kino-mo on designing and/or manufacturing of the Accessories for HYPERVSN Products otherwise, you agree to be bound by all the terms and conditions of this Policy. Please read it carefully.
Capitalized terms used in this Policy are defined as follows:
Accessory(ies) means any supplementary item, part, solution, or the like, sold or marketed as an accessory for any HYPERVSN Product for convenience, attractiveness, safety or other reasons, excluding one-off supplementary items, parts, solutions and the like produced at the request of specific customer.
Competing Product(s) means any product that competes with any HYPERVSN Product, including (i) products comprising the visuals appearing and comprehended as mid-air hologram, mid-air 3D visuals and mid-air holo-displays; and any variations of such products; and/or (ii) any displays which are simultaneously LED–based and POV-based; and/or (iii) any accessories thereto.
HYPERVSN Product(s) means a HYPERVSN LED-based device, HYPERVSN Wall or any other product produced, offered for sale or distributed by Kino-mo.
Unauthorized Accessory(ies) means any not certified/approved by Kino-mo accessory for any HYPERVSN Product designed and/or manufactured by any party without observing procedures and requirements set in this Policy.
By introducing this Policy and with regard to Accessories, we aim to create a framework for:
- unified approach to their designing, manufacturing, distributing, along with warranty and aftersales services;
- quality assurance and quality control procedures;
- Accessories range extension;
- proactive exchange of ideas and design solutions; unification and improvement of design solutions;
- reduction of production costs; economies of scale;
- smooth replacement and repairing of faulty Accessories without delay;
- availability of effective and affordable spare parts stock; and
- creation of additional effective solutions for presenting HYPERVSN Products.
3. General regulations
All Accessories to be used with HYPERVSN Products shall be manufactured either by Kino-mo under HYPERVSN brand or, subject to procedures set in this Policy, by Kino-mo’s partners under “HYPERVSN Certified Accessory” label.
Accessories, designed by Kino-mo, shall be manufactured only by Kino-mo and may not be copied by third parties. Kino-mo may, however, with regard to certain territories and in exceptional cases only, permit a partner to manufacture the Accessory, designed by Kino-mo, in accordance with Kino-mo’s design documentation and under “HYPERVSN Certified Accessory” label.
Subject to the procedures set in this Policy, the Partner is allowed to manufacture Accessories under “HYPERVSN Certified Accessory” label using Partner’s own design documentation approved by Kino-mo.
Any Accessory under “HYPERVSN Certified Accessory” label must go through the procedures set in this Policy and shall be certified by Kino-mo as it needs to be ensured that:
- the Accessory complies with safety requirements and is made of high-quality materials; and
- as the Accessories require full compatibility with the technologically advanced HYPERVSN Products, that the Accessory does not disrupt or encumber the performance of such products which may be revealed immediately or in due course.
Kino-mo may further license the approved Partner’s design documentation for manufacturing the same Accessory (subject to a separate commercial agreement with the Partner) and/or launch a marketplace allowing to access Accessories’ design documentation created by third parties and approved by Kino-mo and set cooperation between various Kino-mo’s partners with that regard.
All HYPERVSN Products shall be used only with the original Accessories designed and/or manufactured either by Kino-mo, or its partners in accordance with this Policy.
The Unauthorized Accessory is not supported by Kino-mo and its use by any third party shall: (i) be under the responsibility of such third party, and (ii) result in revoking the right to claim a warranty for HYPERVSN Product such Unauthorized Accessory was used for or the consequences set in Section 5 of this Policy.
The Partner involved into designing and/or manufacturing of the Accessory in accordance with this Policy shall refrain from manufacturing, distributing, and/or promoting any Unauthorized Accessory or Competing Product (either directly or via third parties).
4. Policy statements
To initiate cooperation on manufacturing of the Accessory using your own design documentation, you shall submit an application via https://hypervsn.com or your Kino-mo’s point of contact. Kino-mo shall review such submission and notify you in writing either of its acceptance or the reasons of rejection. If accepted, we shall sign with you an agreement setting forth the terms and conditions of cooperation between the parties (the “Agreement”).
All documents received from you at any stage of cooperation shall be considered confidential and used by Kino-mo in accordance with the terms of the Agreement.
Once the Agreement is signed and cooperation has started, the following procedure shall apply:
- You shall provide us with design documentation and drawings of the prospective Accessory for assessment of the technical solution;
- We shall assess such technical solution and notify you in writing either of approval or disapproval of the design documentation. If disapproved, we shall provide you with a list of reasonable changes which shall be required before we may approve a subsequent submission. The modified design documentation and drawings shall be resubmitted to Kino-mo in accordance with the above procedure;
- Once the design documentation is approved, you shall make a prototype of the prospective Accessory and provide it to us for technical and design approval;
- We shall assess such prototype and notify you in writing either of its approval or disapproval. If disapproved, we shall provide you with a list of reasonable changes which shall be required before we may approve a subsequent submission. The modified prototype shall be resubmitted to Kinomo in accordance with the above procedure;
- Once the prototype is approved, Kino-mo shall issue a certificate of authorization confirming the Partner’s right to manufacture the Accessory in accordance with the approved design documentation under the “HYPERVSN Certified Accessory” label;
- “HYPERVSN Certified Accessory” label and any other Kino-mo’s indicia (including any trademark and/or copyright notice) shall be reproduced in full compliance with HYPERVSN Accessory Branding Guideline or such other guidelines as provided to you by us. The exact label positioning and placement shall be agreed with Kino-mo in writing;
- In order to assist Kino-mo in monitoring the production, sale and supply of the Accessories and verification of their quality, you shall procure that Kino-mo and/or its appointed agents are provided with free access to any location (including any factory) at which the Accessories are manufactured and/or stored, and any other location where the relevant records and documentation is held. If in the course of such activities Kino-mo or its appointed agents determine that you failed to meet the quality or other requirements, Kino-mo will either require to remedy such failure or revoke the certificate and terminate cooperation;
- You shall maintain accurate and complete Accessories-related sales records and provide Kino-mo with all necessary reports on a monthly basis. You shall pay to Kino-mo a royalty up to 10% (depending on a region as determined in the Agreement, or the Authorised Reseller / Distribution Agreement, or otherwise) from the revenue received by you from selling the Accessories.
You shall either manufacture the Accessories yourself or via a reliable third-party contractor and ensure regular quality control and assignment of a serial number to each Accessory unit. All manufactured Accessories shall: (a) be fit for purpose and of an equivalent specification and quality to the relevant approved Accessory; and (b) contain a “HYPERVSN Certified Accessory” label;
Procedures set in paragraphs (i) to (v) of this Policy do not apply to relations of the parties wherein the Accessory is manufactured using Kino-mo’s design documentation.
The Partner undertakes to strictly observe all requirements of this Policy and follow the procedures set herein.
The Partner cannot (i) change or cause change to the approved Accessory, its design or any of its elements without the written approval of Kino-mo, or (ii) manufacture, distribute and/or promote any Unauthorized Accessory and/or Competing Product, and (unless otherwise provided in the Agreement) shall indemnify, defend and hold Kino-mo and its affiliates harmless from and against any and all damages, liabilities, losses, costs, legal fees, fines and/or penalties incurred by or awarded against Kino-mo and/or its affiliates of whatsoever nature or kind which arise out of or are in connection with any claim or action brought against Kino-mo or its affiliates by any third party relating to any Accessory changed without Kinomo’s approval, or manufactured without undertaking the procedures described in this Policy, or any other failure to comply with this Policy.
Partner’s failure to comply with this Policy, as well as manufacturing, distributing, promoting and/or using any Unauthorized Accessory or Competing Product may, at Kino-mo’s discretion, result in:
- revoking the right to claim a warranty for HYPERVSN Product such Unauthorized Accessory was used for; and/or
- termination of the Authorised Reseller or Exclusive Distribution Agreement signed with the Partner failing to comply with this Policy.
EXCEPT TO THE EXTENT SUCH A LIMITATION IS PROHIBITED BY LAW, IN NO EVENT KINO-MO SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, TO PROPERTY OR LIFE, WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH DESIGNING, MANUFACTURING AND / OR DISTRIBUTING OF THE ACCESSORIES IN ACCORDANCE WITH THIS POLICY OR MISUSE OF HYPERVSN PRODUCT OR ACCESSORY. IN NO EVENT KINO-MO’S AND ITS AFFILIATES’ TOTAL LIABILITY TO THE PARTNER FOR ALL DAMAGES AND CLAIMS UNDER OR RELATED TO THIS POLICY AND THE AGREEMENT (IF SIGNED) SHALL EXCEED THE AMOUNT OF Ј1000.00.
6. General terms
Kino-mo may modify this Policy from time to time.
This Policy and any dispute or claim in connection with it shall be governed by the law of England. Any dispute, controversy or claim arising out of or relating to this Policy shall be settled by the courts of England and Wales.