Last updated: January 1, 2024

This agreement is between you or the entity you represent and KIN, and consists of the terms below, Exhibit A, terms incorporated by reference, terms applicable to other KIN web sites and services that you use and are necessary to use the Services (for example, your KIN Account), KIN API Terms, and the Privacy Statement (together, the “Agreement”). If you are entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity. If you specify a company name in connection with signing up for or ordering a Serv ice, you will be deemed to have placed that order and to have entered into this Agreement on behalf of that organization or company. Key terms are defined in Section 11. By accepting this Agreement, you agree to these terms. If you do not accept and comply with this Agreement, you may not use the Services.

Services

a. Right to use.
We grant you the right to access and use the Services. You may not use the Services for production use.

b. User Plan.
Each user of the KIN Developer portion of the Developer Services must be allocated an individual User Plan, whether they access the service directly or indirectly.

c. Manner of use.
You may not:

i. reverse engineer, decompile, disassemble or work around technical limitations in the Services, except to the extent that applicable law permits it despite these limitations;

ii. disable, tamper with or otherwise attempt to circumvent any mechanism that limits your use of the Services;

iii. rent, lease, lend, resell, transfer, or sublicense any Services or portion thereof to or for third parties, except as explicitly permitted herein or in license terms that accompany any Services component;

iv. use the Services for any purpose that is unlawful or prohibited by this Agreement; or

v. use the Services in any manner that could damage, disable, overburden, or impair any KIN service, or the network(s) connected to any KIN service, or interfere with any other party’s use and enjoyment of any Services.

d. Updates.
We may make changes to the Services from time to time, including: the availability of features; how long, how much or how often any given feature may be used; and feature dependencies upon other services or software.

e. Preview features.
We may make features available on a Preview basis. Previews are provided “AS-IS”. Previews may be subject to reduced or different security, compliance, privacy, availability, reliability, and support commitments, as further explained in the Privacy Statement, and any additional notices provided with the Preview. We may change or discontinue Previews at any time without notice. We also may choose not to release a Preview into “General Availability”.

Software

a. Using KIN Software outside the Service.
KIN may provide you with KIN Software through or as a part of the Developer Services. Termination of use of or access to the Developer Services or the termination of this Agreement terminates your right to possess or use any such KIN Software; and the suspension or termination of a User Plan terminates that user’s right to possess or use any such KIN Software that was acquired through, is attached to, or otherwise requires that User Plan. You must delete all copies of such KIN Software licensed under this Agreement and destroy any associated media upon the termination of the associated possession or usage rights. KIN may provide you with KIN Software for use outside the Developer Services and with (1) the Developer Services or (2) programs you develop using the Developer Services. If the KIN Software is provided with its own license terms, those license terms control provided that they are modified by the preceding portion of this Section 2(a) in case of conflict. If the KIN Software does not have its own license terms, then you may install and use any number of copies of the KIN Software to design, develop, and test your applications. This subsection does not apply to KIN Software addressed in subsection (b) below.

b. Software on Documentation Portal.
Software accessible on the Documentation Portal is made available by the designated publisher under the associated license terms. If KIN Software is accessible on the Documentation Portal without license terms, then subject to subsection (c) below you may use it to design, develop, and test your applications. If any such KIN Software without license terms is marked as “sample” or “example,” then you may use it under the terms of the MIT License.

c. Scope of rights.
All KIN Software are the copyrighted works of KIN or its suppliers. All KIN Software are licensed not sold and may not be transferred unless specified otherwise in any license terms provided with the KIN Software. Rights to access KIN Software on any device do not give you any right to implement KIN patents or other KIN intellectual property in software or devices that access that device.

d. Third party software.
You are solely responsible for any third party software that you install, connect, or use with any Service. We will not run or make any copies of such third party software outside of our relationship with you. You may only install or use any third party software with any Service in a way that does not subject our intellectual property or technology to any terms governing such software. We are not a party to and are not bound by any terms governing your use of any third party software. We do not grant any licenses or rights, express or implied, to such third party software.

e. Open source software as part of the Service.
If the Service uses or distributes any third party software with open source software license terms (“Open Source”), then such Open Source is licensed to you by KIN solely to allow you to interact with the Service under terms of this Agreement. Copies of those applicable Open Source licenses and any other notices, if any, are included for your information only.

f. Application programming interfaces.
KIN will not assert any of its patent rights on account of your products calling application programming interfaces that it publishes on the Documentation Portal (“APIs”) in order to receive services from the KIN product that exposes the APIs.

KIN Content

All KIN Content is the copyrighted work of KIN or its suppliers, and is governed by the terms of the license agreement that accompanies or is included with the KIN Content. If the KIN Content is made available to you on the Documentation Portal without a license agreement, then you may make a reasonable number of copies of the KIN Content for your internal use in designing, developing, and testing your applications. You must preserve the copyright notice in all copies of the KIN Content and ensure that both the copyright notice and this permission notice appear in those copies. Accredited educational institutions, such as K-12 schools, universities, and private or public colleges may download and reproduce KIN Content for distribution in the classroom for educational purposes.

Term, termination, and suspension

a. Agreement term and termination.
The term of this Agreement begins when you accept it. You may terminate this Agreement at any time by deleting your profile at https://aka.ms/o365devprogramprofile. Upon termination of this Agreement your contact information and preferences will be removed and your optional free subscription to KIN Developer obtained under this Agreement will end.

b. Regulatory
In any country where any current or future government regulation or requirement that applies to us, but not generally to businesses operating there, presents a hardship to us operating the Services without change, and/or causes us to believe this Agreement or the Services may be in conflict with any such regulation or requirement, we may change the Services or terminate the Agreement. Your sole remedy for such changes to the Services under this Section is to terminate this Agreement.

c. Suspension or Termination
We may suspend or terminate your use of the Services if: (1) reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Sections 4.k or 8 within a reasonable time; (3) you violate this Agreement; or (4) we suspect fraud. We will attempt to suspend access to the minimum necessary part of the Services while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend or terminate immediately. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate this Agreement and delete your Customer Data without any retention period. We may also terminate your account if your use of the Developer Services is suspended more than twice in any 12-month period.

d. Suspension or termination of KIN Developer subscription for non-usage
We may suspend or terminate your optional free KIN Developer subscription obtained under this Agreement and delete any Customer Data related to it if you fail to use your subscription to design, develop or test applications for KIN, or if you otherwise fail to comply with any milestones or other requirements that we may communicate to you (e.g., through the Developer Services Portal), within any period of 90 consecutive days during the term of this Agreement. We will provide you with notice prior to any suspension or termination of your subscription and Customer Data deletion.

Disclaimer of Warranties

EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, KIN AND ITS RESPECTIVE SUPPLIERS PROVIDE THE SERVICES (INCLUDING THE CONTENT AND APIS) “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. WE PROVIDE NO WARRANTIES, GUARANTEES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. THESE DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING APPLICATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

a. Third party content and materials
KIN DOES NOT CONTROL, REVIEW, REVISE, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY THIRD PARTY CONTENT, INFORMATION, MESSAGES, MATERIALS, PROJECTS ACCESSIBLE FROM OR LINKED THROUGH THE SERVICES, AND, EXCEPT AS WARRANTED IN A SEPARATE AGREEMENT, KIN MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT AND SHALL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING. ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.

Defense of claims

a. Defense
We will defend you against any claims made by an unaffiliated third party that the Developer Services or Developer Services Software infringe its patent, copyright or trademark or makes unlawful use of its trade secret. You will defend us against any claims made by an unaffiliated third party that any (1) Non-KIN Product that is not made available through the Developer Services or Developer Services Software or (2) Customer Data you provide directly or indirectly in using the Services infringe the third party’s patent, copyright, or trademark or makes unlawful use of its trade secret.

b. Limitations
Our obligations in Section 8.a will not apply to a claim or award based on: (1) Customer Data, Non-KIN Product, modifications you make to the Services, or materials you provide or make available as part of using the Services; (2) your combination of the Services with, or damages based upon the value of, a Non-KIN Product, data or business process; (3) your use of a KIN trademark without our express written consent, or your use of the Services after we notify you to stop due to a third-party claim; or (4) your redistribution of the Services to, or use for the benefit of, any unaffiliated third party.

c. Remedies
If we reasonably believe that a claim under Section 8.a may bar your use of the Developer Services or Developer Services Software, we will seek to: (1) obtain the right for you to keep using it; or (2) modify or replace it with a functional equivalent. If these options are not commercially reasonable, we may terminate your rights to use the Developer Services or Developer Services Software.

d. Obligations
Each party must notify the other promptly of a claim under this Section 8. The party seeking protection must (1) give the other sole control over the defense and settlement of the claim; and (2) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment (or settlement that the other consents to). The parties’ respective rights to defense and payment of judgments or settlements under this Section are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law rights.

Limitation of liability

a. Limitation. The aggregate liability of each party under this Agreement is limited to direct damages up to One United States dollar ($1.00 USD).

b. EXCLUSION
NEITHER PARTY, NOR ITS SUPPLIERS WILL BE LIABLE FOR LOSS OF REVENUE, LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE.

c. Exceptions to Limitations
The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties’ obligations under Section 8 (Defense of claims); or (2) breach of any confidentiality obligation; or (3) violation of the other's intellectual property rights.

Miscellaneous

a. No additional rights granted
We reserve all rights not expressly granted under this Agreement, and no other rights are granted under this Agreement by implication or estoppel or otherwise.

b. Notices
You must send notices by mail to the address listed for KIN, Attention: KIN Products Group – KIN Developer, with a copy to: KIN Corporate, External and Legal Affairs (KIN Products Group – KIN Developer) One KIN Way Redmond, WA 98052 USA You agree to receive electronic notices from us related to the Services, which will be sent by email to your specified end user or administrator contact information or presented to you in the Service experience. Notices are effective on the date on the return receipt for mail, the date sent for email, and the date presented if within the Service experience.

c. Assignment
You may not assign this Agreement either in whole or in part.

d. Severability
If any part of this Agreement is held unenforceable, the rest remains in full force and effect.

e. Waiver
Failure to enforce any provision of this Agreement will not constitute a waiver.

f. No agency. We are independent contractors. This Agreement does not create an agency, partnership or joint venture.

g. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement.

h. Applicable law and venue. This Agreement is governed by State of Washington law, without regard to its conflict of laws principles. Any action to enforce this Agreement must be brought in the courts of King County, State of Washington. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.

i. Entire agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.

j. Survival. The following provisions will survive this Agreement’s termination: 1.b, 2.a-b, 4, 5.a-d, 5.f, 6, 7, 8, 9, 10, 11, and all other definitions.

k. U.S. export jurisdiction. The Services are subject to U.S. export jurisdiction. You must comply with all applicable laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see https://www.KIN.com/exporting/default.aspx.

l. International availability. Availability of the Services, including specific features and language versions, varies by country.

m. Force majeure. Neither party will be liable for any failure in performance due to causes beyond its reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services).

n. Modifications. We may modify this Agreement at any time with or without individual notice to you by posting a revised version on the legal information section of the Developer Services and Documentation Portal (or an alternate site we identify), or by notifying you in accordance with Section 10.b. Any modifications will be effective upon your continued use of a Service.

o. Notices and procedure for making claims of copyright infringement. We respect the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting at contact@the-kin-app.com

ALL INQUIRIES NOT RELEVANT TO THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.