KINO-MO LTD
TRY & BUY PROGRAM: TERMS & CONDITIONS

Kino-mo Ltd (trading as HYPERVSN), registered in England & Wales under No. 07517352, having its registered office address at Office A, The Makers Building, Nile Street, London, United Kingdom, N1 7RD (Kino-mo) (and its affiliates) is a visual technology company that designs, develops and manufactures a range of products, cloud-based services and solutions, including the integrated 3D holographic display system under HYPERVSN brand.

These Try & Buy Program: Terms & Conditions (the “T&C”) govern the relations between Kino-mo and another business (legal entity or individual) whose details are set out in the relevant proforma invoice/invoice (the Customer), whereby the Customer gets an opportunity to test the Product (as defined below, including the services), and further either buy the Product or return it to Kino-mo. By making the first payment of the proforma invoice/invoice which includes a reference to the T&C, the Customer agrees that the Customer has read, understood, and agrees to be bound by these T&C. The relevant proforma invoice/invoice and the the T&C form a binding contract between Kino-mo and the Customer, which comes into effect when the Customer makes the first payment according to the relevant proforma invoice/invoice.

ARTICLE I: PRODUCT

The quantity, model and price of the product (along with the services) are listed in the relevant proforma invoice/invoice addressed to the Customer.

Unless indicated in the proforma invoice/invoice to the contrary, the price does not include carriage costs, custom fees, VAT and other local taxes (if any). Carriage costs shall be billed to the Customer separately (in the amount specified in Article II of T&C).

ARTICLE II: DESCRIPTION OF PROGRAM

1. Subject to payment of the amounts specified in Section 2 of this Article, the Customer gets the Product for testing during the trial period equal to 7 (seven) calendar days starting from date the Product is received by the Customer from Kino-mo (the “Trial Period”). The terms of shipment are set in Article III of T&C.

2. To enroll into the program and get the Product the Customer shall pay to Kino-mo in full in advance before the Product is made available for collection by the first carrier from Kino-mo as set in Article III of T&C:

(a) the deposit of USD 500 (five hundred US Dollars) (the “Deposit”); and

(b) the carriage costs in the amount indicated in a separate invoice issued by Kino-mo.

Payment of the above amount shall be made by telegraphic (or other similar) transfer in EUR Dollars directly to Kino-mo’s bank account (details are provided in the relevant proforma invoice/invoice). Bank charges should be paid by the Customer.

3. On or before the last day of the Trial Period the Customer shall either:

(a) buy the Product (by making a payment in accordance with Article IV of T&C), or

(b) initiate return of the Product by sending a written notice to Kino-mo’s Customer Success Service (email [email protected]) on the following terms:

(i) the carrier (a reliable international delivery company) shall be determined by Kino-mo;

(ii) the return carriage costs are on the Customer and shall be deducted by Kino-mo from the amount of the Deposit. The Customer shall also bear other charges, taxes and duties associated with delivery of the returned Product to Kino-mo (if any arises);

(iii) the Product shall be made available for collection by the carrier within 3 calendar days upon expiration of the Trial Period and shall be returned to the following address:

Kino-mo Servisas UAB (on behalf of Kino-mo Ltd

Dariaus ir Gireno g. 42a – 405, Vilnius, LT-02189, Lithuania

Mantas Juras +370 67145628

4. If the Customer fails to undertake any of the actions specified in Section 3 of this Article, Kino-mo shall block access of the Product to HYPERVSN CMS and deactivate Customer’s HYPERVSN CMS account immediately without any prior notice to the Customer.

5. The Customer shall be eligible for the refund of the Deposit reduced by the amount of return carriage costs, if the Product is:

(i) properly packed in the original package used by Kino-mo to deliver the Product to the Customer and includes all items that were in the original package; and

(ii) returned in good quality and good condition.

Provided the Customer met all requirements set above, Kino-mo shall refund (i.e. write off from its bank account) the Deposit reduced by the amount of return carriage costs to the Customer’s bank account within 30 business days following receipt of the Product from the Customer. Bank charges should be paid by the Customer.

6. If the returned Product is broken or damaged, Kino-mo shall deduct the costs of its repair from the Deposit.

ARTICLE III: SHIPMENT

1. Terms of shipment of the Product to the Customer: the Product shall be delivered DAP (Incoterms 2010), the Delivery Point, the carrier (a reliable international delivery company) shall be determined by Kino-mo. The delivery is deemed to have taken place, and the risk of loss and damage shall pass to the Customer upon delivery of the Product at the Delivery Point. The ownership right to the Product shall remain with Kino-mo until the full price of the Product has been paid to Kino-mo (as set in Article IV of T&C).

2. Delivery Point shall be indicated in the relevant proforma invoice/invoice.

3. Quality of the Product: the Product shall be new, shall conform in all material respects with the specification, and shall be packed and marked in accordance with Kino-mo’s standards.

4. The Customer undertakes to examine the Product at the moment of its receipt from the carrier and:

(a) make a claim related to visible damage of the Product, including the condition of its package, in the shipping documents provided by the carrier immediately after discovery of the damage, and provide Kino-mo with:

(i) details of such claim in writing via email (along with the copies of the relevant shipping documents and other evidence) without delay, however at the latest within 2 days of receiving the Product, and

(ii) any assistance which may reasonably be required by Kino-mo to report the claim to the carrier; and

(b) give a notice addressing any other claims concerning the delivery of the Product and its non-conformity with these T&C or specific order, including those related to its quantity, quality (including any defects) and description, to Kino-mo in writing without delay, however at the latest within 3 days of receiving the Product. Any such claims shall be furnished with written evidence or other documents as may be requested by Kino-mo.

If Kino-mo determines that the delivered Product or any part thereof do not conform with these T&C or specific order, it shall within a reasonable time and at its own expense replace the Product which do not conform with these T&C or specific order, unless otherwise agreed by the Parties. For the avoidance of doubt, Kino-mo shall assume all carriage costs both ways and/or reimburse the Customer for any such costs paid by the Customer related to any such non-conforming Product.

In absence of a notice from the Customer as specified above, Kino-mo may lose its rights under the relevant agreements with its providers and manufacturers, and thus the Customer shall no longer be able to rely on its rights in relation to the lack of conformity of the Product.

ARTICLE IV: PAYMENT

1. If upon testing the Customer decides to buy the Product (as set in Section 3 of Article II of T&C), the following payment terms shall apply:

(a) if the payment is made by the Customer at once on or before the last day of the Trial Period, the total price of the Product specified in Article I of T&C shall be reduced by 5%. The Deposit shall be considered as an advanced payment for the Product and credited against the amount due to Kino-mo;

(b) if the payment is made by the Customer in installments, the total price of the Product shall be as specified in Article I of T&C. The Deposit shall be considered as an advanced payment for the Product and credited against the amount due to Kino-mo. Then, the amount due shall be paid as follows:

(i) no less than 35% of the total price of the Product specified in Article I of T&C – on or before the last day of the Trial Period;

(ii) no less than 35% of the total price of the Product specified in Article I of T&C – on or before expiration of 15 calendar days after the end of the Trial Period; and

(iii) the remaining amount due under the relevant proforma invoice/invoice – on or before expiration of 30 calendar days after the end of the Trial Period.

2. Any payments due shall be made by telegraphic (or other similar) transfer in US Dollars directly to the Kino-mo’s bank account (details are provided in the proforma invoice/invoice).

3.All amounts payable to Kino-mo under these T&C are to be paid free and clear of (and without deduction or withholding for) any tax (sales, use, value added, withholding and/or any other tax), duties, bank charges, currency control restrictions, commissions and/or any other withholdings whatsoever, and the Customer shall be responsible for any such tax, duties, bank charges, currency control restrictions, commissions and/or other withholdings. To the extent that the Customer makes, pays, deducts and/or withholds any such tax, duties, bank charges, currency control restrictions, commissions and/or other withholdings (or is required to do the same), the Customer shall pay to Kino-mo such additional amount as will ensure that Kino-mo receives the same total amount that it would have received if no such withholding or deduction had been required. The Customer is not responsible for any taxes imposed on Kino-mo’s income.

4. Any payment due under this Article that is not made within the specified period of time shall accrue interest at a rate of 3% for each 30 (thirty) calendar days the proforma invoice/ invoice remains outstanding.

ARTICLE V: WARRANTY

The warranty for the Product is effective only if the Product is purchased by the Customer in result of the program and on the following terms:

– for HYPERVSN Solo M / Solo L (device) – for 12 months commencing on the initial activation date of the device on HYPERVSN CMS or in 3 months following the date the device is collected by the first carrier from Kino-mo, whichever occurs first.

All other warranty terms are set in the HYPERVSN Limited Warranty.

ARTICLE VI: CONFIDENTIALITY

All information disclosed by Kino-mo that is marked as confidential or proprietary or that the Customer should reasonably understand to be confidential or proprietary is “Confidential Information”. Confidential Information includes non-public aspects of the Product. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to the Customer before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to Kino-mo or anyone else. During and after the term of these T&C, the Customer shall (a) maintain Confidential Information in confidence (using at least the same measures as for the Customer’s own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill Customer’s obligations under these T&C. If the Customer is compelled by law to disclose Confidential Information, the Customer must provide Kino-mo with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Kino-mo’s cost, if Kino-mo wishes to contest the disclosure. The Customer should not provide to Kino-mo any information that the Customer considers confidential and the Customer agrees that Kino-mo is not subject to any confidentiality obligations or use restrictions related to information that the Customer may provide to Kino-mo in relation to these T&C. This provision shall survive the expiration or termination of these T&C and remain enforceable in accordance with the terms hereof.

ARTICLE VII: OTHER TERMS

1. By agreeing to be bound by these T&C the Customer agrees to be also bound by Terms And Conditions Of Supply Of Goods And Services set out here: https://hypervsn.com/product-terms. In case of discrepancies, these T&C shall prevail.

2. The Customer shall use the Product only in the country where goods were shipped to and in compliance with the laws of the country.

3. All sales are final; the Customer may not return the Product to Kino-mo, except as expressly permitted under these T&C.

4. The Customer acknowledges that the intellectual property rights into the Product are Kino-mo’s (or its licensor’s) property. The Customer shall not repackage the Product and/or remove any copyright / trademark notices, confidential or proprietary legends or identification from the Product.

5. These T&C may be amended by Kino-mo from time to time without notice. However the text of these T&C which is in effect at the time the relevant proforma invoice/invoice issued to a Customer, shall apply to the contract between Kino-mo the Customer.

6. These T&C shall be construed according to the laws of England and Wales with the exclusive jurisdiction of English courts.