Terms of Service for Kinesis Network Inc.
Last Updated: October 8, 2025
Please review these Terms of Use (“Terms”) carefully, as they explain the terms and conditions by which you may use the Products provided by Kinesis Network, Inc (referred to herein as “Kinesis”, “Company”, “us”, “our” and “we”). The Products shall include, but shall not necessarily be limited to: (i) access to our website located at https://kinesiscloud.com/ (“Website”); (ii) our web-hosted application located at https://portal.kinesiscloud.com/signin (“Portal”) and; (iii) any other products or services, including but not limited to, compute services, orchestration and Application Programming Interfaces (“API”) that link to these Terms (together with the Website and Portal, are referred as the “Products”). To simplify, our Website, Portal, and any other products or services will be collectively referred to as the “Services”.
The Services are copyrighted works belonging to Company. Your submission of information, including personally identifiable information (“Personal Information”), through or in connection with the Services is governed by our privacy policy as updated from time to time (“Privacy Policy”). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING ARBITRATION RATHER THAN IN COURT AND TO A CLASS ACTION WAIVER. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION & ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 18 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 17 (GOVERNING LAW & FORUM CHOICE) WILL APPLY INSTEAD.
1. Agreement to Terms
1.1 By using our Services, you agree to be bound by them. If you don’t agree, then you must not use or access the Services. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of those jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
2. Privacy Policy
Familiarize yourself with our Privacy Policy to understand how we manage your information.
3. Modifications to Terms
3.1 We may modify these Terms at our sole discretion, in which case we will update the “Last Updated” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail, and/or by placing a prominent notice on the first page of the Website, and/or by implementing a mandatory click-through process. In the event we implement mandatory click-through process for any material changes to these Terms, by clicking, you agree and acknowledge you have read the changes and acceptance of the modified Terms will become effective. However, it is your sole responsibility to review these Terms for any changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
4. Eligibility
4.1 The Services are available only in jurisdictions where their use is permitted under applicable law. If you attempt to access the Services and are unable to do so, it means we currently do not operate in your jurisdiction. You may not attempt to access or use the Services if such use is prohibited in your jurisdiction.
4.2 If you are entering into these Terms as an individual, you warrant that you are at least 18 years old or of legal age your jurisdiction, have the legal capacity to enter into these Terms and be bound by them, and are not otherwise barred from using the Services under applicable law.
4.3 For purposes of these Terms, “you” and “your” means you as the user of the Services. If you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity.
5. About the Services
5.1 Description of the Products.
i. The Website. The Website, hosted by the Company, serves a web-interface that provides information to individuals or enterprises users (“User”) on how Kinesis provides access to underutilized computing power.
ii. The Portal. Through the Portal, Users may access underutilized computing resources via a fully managed compute cloud that provides on-demand, scalable computing power to enable the development of consumer applications and Artificial Intelligence (“AI”) models. The Portal includes a dashboard that enables Users to: (i) utilize compute capacity on a pay-as-you-use basis; (ii) monitor real-time and historical performance metrics; (iii) access customer support and; (iv) manage invoicing and payment.
iii. Creating and Safeguarding your Account. To use certain Services, you need to create an account (“Account”). You can create an Account by linking an existing Gmail or GitHub account or by providing an email address, name and password that will be associated with your Account. You agree to provide us with accurate, complete and updated information for your Account. Unless as expressly permitted, you will only create one account per email address. You are solely responsible for any activity in your Account and for maintaining the confidentiality and security of your password. Company is not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@kinesiscloud.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. Company may require you to provide additional information and documents regarding your use of the Services. Company may also require you to provide additional information and documents in cases where it has reason to believe that: (a) your Account is being used for illegal activities; (b) you have concealed or reported false identification information and other details or; (c) use of the Services were made in breach of these Terms.
iv. Compute Sourcing. Company provides Users with access to third-parties underutilized computing power by assembling a distributed network of compute providers (“Providers”) into a unified computer grid which Users can access through the Portal. In doing so, Company handles orchestration, workload distribution across providers and billing and invoicing. Users can contribute their underutilized computing power in exchange for credits or specific compute resources needed. By using our Services, you understand and agree that:
a. Company does not guarantee continuous, uninterrupted, or error-free provision of compute power by Providers. While company will use commercially reasonable efforts to maintain high availability and minimize the disruption, Company is not liable for any damages or loss arising from such unavailability;
b. Company may, in its sole discretion, decide whether or not to provide any credits, or other benefits to Users;
c. Company may change, suspend or terminate such benefits with or without notice at any time without any liability to you;
d. Company is not responsible for the reliability, security or performance of Providers contributing to the grid. Users assume all the risk of using such infrastructure.
5.2 No Professional Advice. All information provided by the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
5.3 No Fiduciary Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
5.4 Release. The Company is not a party to any transaction or other interaction occurring on the Portal. Company uses third-party partners in order to provide the functionalities of the Services. If permitted in your jurisdiction, you release the Company (and the Company’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
5.5 Regulatory and Compliance Suspensions or Terminations. We may suspend or terminate your access to the Services at any time as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by the Company.
5.6 Security and Backup. You are responsible for ensuring the confidentiality, security, backups and protection of your machines, device(s), Account and all data that you access or use through the Services. You are also responsible for ensuring that no unauthorized person has access to your Accounts, data, machine(s) or any device(s) that you utilize in connection with the Services. We will not be liable for any loss or damage arising from your failure to protect your device(s), Accounts and/or data.
5.7 Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you make, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Portal.
5.8 Sanctions, By using the Services, you further represent and warrant that you are not (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other governmental authority (“Sanctions”) or (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
6. Use of the Services
6.1 As a condition to accessing or using the Services, you represent and warrant to Company the following:
i. you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws;
ii. you will not use any software or networking techniques, including use of a Virtual Private Network (“VPN”) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition;
iii. your access to the Services is not: (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Company, you, the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity.
6.2 As a condition to accessing or using the Services, you acknowledge, understand, and agree to the following:
i. from time to time, any part of the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Company or any of its suppliers, contractors may undertake; (c) causes beyond Company’s control or that Company could not reasonably foresee; or (d) unavailability of third-party service providers or external partners for any reason;
ii. we reserve the right to disable or modify access any part of the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason;
iii. the Services may evolve, which means Company may apply changes, replace, or discontinue (temporarily or permanently) any part of the Services at any time in its sole discretion;
iv. the Portal may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things; we disclaim any ongoing obligation to notify you of all the potential risks of using and accessing the Portal; you agree to accept these risks and agree that you will not seek to hold Company responsible for any consequent losses.
7. Fees
7.1 We calculate fees based on your monthly usage. You agree to pay all applicable fees and charges for use of the Services as described in the Portal, using one of the supported payment methods. You may be required to purchase credits in order to access and use the Services. If we are unable to charge your default payment method or you have no credits left, your use of the Services may be temporarily suspended until payment is successfully processed. All fees are charged in U.S. dollars. You agree to provide accurate and up-to date payment information and authorize us (and our third-party payment processors) to charge your selected method for all amounts due. [MH1] All fees and charges are payable in accordance with the payment terms in effect at the time the fee or charge becomes due. You must pay for your usage in the payment currency designated by the Services. In certain cases, your transaction may not be successful due to an error with the payment method. We accept no responsibility or liability to you for any such failed transactions, or any transaction that may be incurred by you in connection with such failed transactions.
8. Your Content
8.1 Posting Content. Our Services might let Users share and create various types of content including projects, workloads and data (“User Content”). We don't claim ownership of any User Content. The Company is not obligated to monitor access to or use of the Services or to review any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. If we reasonably believe User Content violates the law, infringes or misappropriates the rights of any third-party or otherwise violates these Terms (“Prohibited Content”), we will notify you and may request that such Prohibited Content may be removed from the Services or disable access to it. If you do not remove Prohibited Content that we notify you is prohibited, we may remove or disable access to the Services or the Prohibited Content. We reserve the right, to remove or disable access at any time and without notice, including, but not limited to, if we, at our sole discretion, consider User Content objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
8.2 Rights to Your Content. By sharing User Content, you grant us a global, royalty-free license to use, modify, and distribute it concerning our Services.
8.3 Your Responsibility. You're accountable for your User Content and assure that it doesn't violate any laws or third-party rights.
8.4 Content Removal. You can delete your content, but some might persist on the Services. We aren't accountable for any content that remains.
8.5 Our Intellectual Property. Content we provide on the Services is protected by intellectual property laws.
8.6 Feedback. Feedback is welcome. If provided, you agree that we can use it without any obligation to compensate you.
9. General Prohibitions and the Company’s Enforcement Rights
9.1 You agree not to do use the Services for any of the following. The specific activities set forth below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at support@kinesiscloud.com.
i. post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
ii. use, display, mirror or frame the Services or any individual element within the Services, the Company’s name, any the Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without the Company’s express written consent; any action that implies an untrue endorsement by or affiliation with Company;
iii. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services;
iv. attempt to probe, scan or test the vulnerability of any the Company system or network or breach any security or authentication measures;
v. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
vi. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, distribute malicious code, overloading, flooding, spamming, or mail-bombing the Services;
vii. use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
viii. create or attempt to create a security risk to the Services or any Provider that could adversely impact our systems, networks, Providers or Users. This includes, without limitation, activities such as cryptocurrency mining, denial-of-service (“DoS”) or distributed denial-of- service (“DDos”) attacks;
ix. collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
x. violate any applicable law or regulation;
xi. encourage or enable any other individual to do any of the foregoing;
10. Proprietary Rights
10.1 Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Services for your own personal and noncommercial use.
10.2 The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Website; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; (d) translate, or otherwise create derivative works of any part of the Services; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) create a database by systematically downloading and storing Services content; (g) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather the information and functionalities of the Website or Portal or reproduce or circumvent the navigational structure or presentation of the Services without Company’s express prior written consent and; (i) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
10.3 Company reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services, or any part thereof.
10.4 You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Company. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
11. Links to Third Party Websites or Resources
11.1 The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources. You further acknowledge and agree that Company shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
12. Suspension and Termination
12.1 We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion including for any use or violation of the Services in violation of these Terms, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 8, 9 10, 14, 15, 16, 18 and 19.
12.1 Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Services.
12.2 You may terminate the relationship with us at any time for any reason by contacting us directly at support@kinesiscloud.com or by closing your Account for all the Services that include an Account closing mechanism.
12.3 Upon termination, you remain responsible for all fees incurred through the effective date of termination as well as any additional amounts that may be billed thereafter. Unless the termination results from your breach of these Terms or non-payment of the Services we will permit you to retrieve User Content from the Services provided that all outstanding amounts accrued in your Account have been paid in full.[MH2]
13. Risks
13.1 You acknowledge and agree (a) that Company is not responsible for the operation of the Providers we distribute computing power through the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks and; (c) Providers and computing powers are subject to sudden changes in operating rules, outside of our control, which may materially affect the Services.
13.2 You acknowledge that the Services is subject to flaws and that you are solely responsible for evaluating any code provided by the Services. This warning and others Company provide in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of using or accessing the Services.
13.3 You understand that although we intend to provide accurate and timely information on the Services, the Services and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information distributed via the Services.
13.4 You understand we must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
13.5 You understand that our Services remain under development, which creates technological, and other risks when using or accessing the Services. These risks include, among others, computing power deficiencies resulting from Company’s Providers, or an incorrect display of information on the Services in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services.
13.6 You hereby acknowledge and agree that Company will have no responsibility or liability for, the risks set forth in this Section 13. You hereby irrevocably waive, release, and discharge all claims, whether known or unknown to you, against Company, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 13.
14. Warranty Disclaimers
14.1 THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
14.2 THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY OR PROVIDERS ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, CRYPTO-MINING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES.
15. Indemnity
15.1 You will indemnify and hold the Company and its affiliates, officers, directors, members, stockholders, managers, employees and agents (“Indemnified Parties”), harmless from and against any claims, lawsuit, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services; (b) your User Content; (b) your violation of these Terms; or (c) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Company (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to cooperate with Company in the defense. You may not settle or otherwise compromise any claim subject to this section without Company’s prior written approval.
16. Limitation of Liability
16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, WORKLOADS OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
16.2 TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE COMPANY FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE.
16.3 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
17. Governing Law and Forum Choice
17.1 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced under the laws of the State of Delaware, as applicable, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.
18. Dispute Resolution & Arbitration
18.1 Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.
i. Mandatory Arbitration of Disputes. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between Company and any User that cannot be resolved informally or in small claims court shall be resolved solely by binding arbitration on an individual basis under the terms of this Arbitration Agreement, and not in a class, representative, or consolidated action or proceeding. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms. Notwithstanding the foregoing, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights at any time.
ii. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms will affect the right of any party to serve process in any other manner permitted by law. After the Notice is received, you and Company must first attempt to resolve the claim or dispute informally. Neither you nor Company may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. If you and Company do not resolve the claim or dispute within sixty (60) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
iii. Conducting Arbitration and Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Liquidium made to you prior to the initiation of arbitration, Liquidium will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
iv. Injunctive and Declaratory Relief. The arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
v. Class Action Waiver. YOU AND THE 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. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution & Arbitration section shall be null and void.
vi. Severability. With the exception of any of the provisions in Section 18 (v) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
vii. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
19. General Terms
19.1 Reservation of Rights. The Company and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. We reserve the right to bar any transactions with or without cause, at any time, subject to any limitations imposed by applicable law.
19.2 Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. the Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
19.3 Notices. Any notices or other communications provided by the Company under these Terms will be given by posting to the Services.
19.4 Waiver of Rights. The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
19.5 Non-Reliance. You acknowledge and agree that in entering into these Terms and using the Services you have not relied and are not relying on any representations, warranties or other statements whatsoever, whether written or oral (from or by us or any person acting on our behalf) other than those expressly set out in these Terms (or other related documents referred to herein) and that you do not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in these Terms.
19.6 Copyright © 2025 Kinesis Network, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
20. Contact Information.
If you have any questions about these Terms or the Services, please contact the Company at support@kinesiscloud.com