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COMMERCIAL TERMS

October 5th, 2020

OVERVIEW

These terms ("Commercial Terms") apply to our commercial transactions with you, including your purchase of any Paid Service from us, or the acquisition or redemption of any Promotional Codes or Kimo XP (as defined below). We refer to any service for which we charge a fee, including Kimo Student, Premium, Pro and Business, as a "Paid Service." If you are an Kimo Premium subscriber, you are both the Account Holder and End User of an Kimo service account. If you use Kimo Business, the Account Holder is the Customer who has contracted with Kimo, as defined in our Kimo Business Agreement, and the End Users are the individuals whose user accounts are linked to that Kimo Business account. You should carefully read through these Commercial Terms to understand your rights and responsibilities, as these Commercial Terms constitute a contract between you and Kimo Corporation or its affiliate(s) from which you are purchasing the Paid Service or from which you are acquiring or redeeming any Kimo Promotional Codes or Kimo XP (we refer to these collectively as a "Commercial Transaction"). By purchasing a Paid Service, or obtaining any Kimo Promotional Codes or Kimo XP, you agree to be legally bound by these Commercial Terms. (Please see our explanation of who you are contracting with in different circumstances in the section below entitled "Who Am I Contracting With?".)

You agree to receive electronically all communications, agreements, and notices that we provide in connection with any Kimo product or service ("Communications"), including by e-mail, text, in-app notifications, or by posting them on the Kimo website or through any Kimo service or product. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

We may update these Commercial Terms from time to time. Please be sure to review these Commercial Terms before you finalize any Commercial Transaction.

To any and all Paid Service our Terms of Service and Privacy Policy are also applicable.

Your own terms and conditions do not apply.

PAYMENT OF FEES AND TAXES

When you elect to purchase a Paid Service from us or any third party reseller and enter a form of payment, you agree that: (i) you will fulfil your obligation to pay for the Paid Service by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we or our reseller (as applicable) are authorized to charge you for the Paid Service using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the Product you are buying. In addition, you agree that you will be responsible for any credit or debit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis.

You agree to pay the charges for the Paid Service in the currency specified by Kimo (or any reseller or payment processor from which you may purchase the Paid Service) when you enter into the Commercial Transaction, and you assume all risks associated with any changing value in the currency compared with other currencies. The specified charge for a Paid Service are VAT-inclusive and may include certain other taxes or delivery or similar charges applicable to your purchase. If any tax or charge applicable to a purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or other such charge. The receipt, which may be provided in digital form, provided to you reflecting your purchase includes VAT (if applicable) which is charged based on your location. If you intend to use the Service for business purposes and would like documentation indicating the exact amount of VAT paid, please consider subscribing to Kimo Business; VAT is not itemized on receipts for any of our other Paid Services, as these Paid Services are directed to individual consumers.

Our prices for a Paid Service do not include any of the third-party fees you incur in connection with using a Paid Service including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for cellular or data services and any other third party applications or services with which you may use the Paid Service; you are responsible for selecting and managing these other services, and paying the fees for such services.

CHANGES IN FEES

We may change the price of any Paid Service from time to time at our own discretion, and add new fees and charges for certain (newly added) features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Paid Service would not apply until the expiration of your then current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Paid Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Paid Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current billing cycle. See "Cancellation" below for information on how to cancel a Paid Service subscription.

AUTORENEWAL

Kimo accepts certain debit and credit cards as well as other forms of cash payment (e.g., Paypal transfers, Mollie payments) as payment methods for Paid Services (each, an "Accepted Payment Method"), subject to the procedures and rules contained in these Commercial Terms and any applicable contract with the Accepted Payment Method. The Accepted Payment Methods may change over time. Accepted Payment Methods may vary by country or by Paid Service and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Paid Service will be billed on or near the date of your purchase. If you purchase a Paid Service subscription that renews automatically, such as monthly or annually, you agree that we may process your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable billing cycle), on or near the calendar day corresponding to the commencement of your Paid Service subscription, as applicable. See "Cancellation" below for information on how to cancel a Paid Service subscription. In addition, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your purchase, and to use the email address submitted by you to provide you with notices and disclosures relating to renewals and recurring charges. If your Paid Service subscription began on a day not contained in a subsequent month (e.g., your service began on January 30, and there is no February 30), Kimo will process your payment on or near the last day of such month. (This is what we mean by paying on an autorenewal basis.) See below for information describing what you must do to change your Accepted Payment Method.

PAYING BY DIRECT DEBIT

If you are in a Single Euro Payments Area (SEPA)-eligible country, you may purchase a Paid Service from Kimo via SEPA direct debit. When you complete your purchase of a Paid Service using direct debit, the initial payment will be deducted from your bank account via the applicable payment system (e.g., Sofort, Giropay). With your initial transaction, you are also confirming your desire for your subscription for the Paid Service to auto renew per these Commercial Terms. At the time of your initial transaction, you will receive an email notifying you that the amount authorized will be direct debited from your bank account on or about five business days from the date of the transaction. Please note that this email may be stored in your spam mailbox or be blocked by your firewall; It is your own responsibility to check for this. This single notification will be used to pre-notify you of the amount and timing of future recurring payments via SEPA direct debit. Where a direct debit is rejected or returned due to insufficient funds in your designated bank account, we may resubmit the direct debit collection request 5 days following the original debit due date and, in this case, shall provide 5 days pre-notification.

PAYING BY INVOICE

Kimo may, in our sole discretion, agree to permit you to pay us for certain Paid Services pursuant to invoices issued by Kimo. Unless otherwise expressly provided in our Separate Agreement with you, we will issue our invoice on or shortly after the date on which the Paid Service is purchased (and on any monthly, annual or other renewal term as described under "Autorenewal," above), and the charges are payable upon your receipt of the invoice. All payments of invoiced amounts must be made in the currency specified on the invoice by check, wire or other electronic transfer to a bank and account number designated by Kimo. Any invoice that remains unpaid thirty (30) days after the invoice date is considered delinquent. Any wire transfer fees or other similar fees incurred on account of the payment method selected by you are your responsibility and may not be deducted from the amount due Kimo. Paying by invoice may be subject to a small additional fee.

PAYING OUR RESELLER OR PAYMENT PROCESSOR

Kimo may, in our sole discretion, enable you to purchase and/or pay for certain Paid Services through a Kimo-authorized reseller or payment processing firm (including, for example, a telecommunications provider or a mobile app marketplace). Unless otherwise expressly provided in a Separate Agreement with you, your obligation for payment to, and relationship with, such reseller or payment processor is a contractual matter between you and such third-party; Kimo is not a party to, or responsible on account of, such contract. While we select our resellers and payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any reseller or payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a reseller or payment processor, please contact our customer support team (hello@kimo.ai) as promptly as you can. And, if you seek information about any party acting as a Kimo reseller or payment processor before you enter into any agreement with them, please feel free to contact our Customer Support team. We will not be liable to any damage (including but not limited to damages, costs or missed profits) you suffer as a result of the use such payment processing firm or method.

PROMOTIONAL CODES

Kimo may from time to time make available, directly or through a third party, gift cards or promotional codes or coupons that are redeemable for a specified Paid Service for a fixed period of time (individually, a "Promotional Code" and collectively, "Promotional Codes"), or which can be exchanged for Kimo XP, as described in more detail below. We use the term "Promotional Subscription" to describe the specific subscription to a Paid Service obtained with the Promotional Code and the term "Promotional Period" to describe the duration of a Promotional Subscription. A Promotional Code may specify an expiration date ("Expiration Date"), after which such Promotional Code shall be void. Kimo is under no obligation to accept an expired or otherwise invalid or void Promotional Code. Promotional Codes have no cash value and, except where expressly permitted by Kimo, are non-transferrable. Kimo is under no obligation to provide any compensation in connection with a Promotional Code.

In order to obtain a Promotional Subscription, you must be a registered Account Holder of the Kimo Service and use the registration or redemption process, and satisfy any eligibility requirements, established by Kimo in connection with the Promotional Code. At the conclusion of the Promotional Period, you will be required to pay the then-applicable charges for the Paid Service in order to continue using such Paid Service.

If you are already subscribed to a Paid Service when you receive a Promotional Code, you are still permitted to use the Promotional Code as long as you meet the eligibility requirements. However, since your account already has an active Paid Service subscription, there may be limitations associated with the method of your payment that prevent you from using the Promotional Subscription until your Paid Service subscription has expired. In such cases, you may choose one of the following ways to use the Promotion Code: (1) apply the Promotional Code immediately to receive Kimo XP which, as described below, can later be used to obtain the Promotional Subscription or to obtain other eligible rewards; (2) transfer the code to a friend or family member (if the Promotional Code is transferrable); (3) create an additional Kimo Service account for yourself and use the Promotional Code with that account; or (4) wait until after your Paid Service Subscription has expired and your account has transformed to Kimo Basic before redeeming the Promotional Code (taking care not to miss the Promotional Code Expiration Date). With some payment methods, we may be able to temporarily pause your Paid Service subscription so that you may immediately take advantage of the Promotional Subscription. In such cases, your Paid Service subscription will automatically re-start after the Promotional Period and, assuming you had previously agreed to auto-renewal of your subscription, your Accepted Payment Method will be charged as you had previously agreed. See "Cancellation" below for information on how to cancel a Paid Service subscription.

Unless you have a separate contract with Kimo permitting you to distribute XP or Promotional Codes, you are prohibited from selling or otherwise distributing or transferring XP or Promotional Codes. Kimo reserves the right to invalidate any XP or Promotional Codes that have been improperly issued or distributed, and we do not owe you any compensation with respect to such XP or Promotional Codes. If a Promotional Code has been distributed to you by a third party (for example, connection with a third-party promotion), Kimo has no responsibility with respect to any third-party product or service provided, or any marketing claims or promotional offers made, by the third party. Kimo has no obligation to provide you with any compensation, or to modify the Promotional Subscription or the Promotion Requirements in connection with any Promotional Codes you obtained from a third party that was acting improperly.

KIMO XP

Kimo users can earn 'experience points' (XP) using Kimo. The harder they study; the more points will be earned. The amount of XP accumulated may Kimo may also from time to time make available, directly or through a third party, Kimo XP. Kimo XP provide our users enhanced flexibility to customize their Kimo experience. Kimo XP may be redeemed to obtain a special feature or promotional item offered by Kimo and indicated as being available for purchase with Kimo XP (a "XP Purchase"). KIMO XP may also be used as tokens or credits in connection with a Promotional Subscription or another eligible promotional event or campaign, subject to the applicable terms therefore (a "XP Swap" and, together with a XP Purchase, the "XP Transactions"). The number of Kimo XP required to consummate XP Transactions shall be determined by Kimo, in our sole discretion, and may change from time to time, without advance notice. The terms and conditions for consummating any XP Transactions are set forth here and may be amended in connection with any particular items available for a XP Purchase or any XP Swap event. Kimo XP awarded to your account may only be redeemed for XP Transactions through your account, and Kimo XP associated with multiple accounts cannot be combined for any XP Transaction, even if those accounts belong to or are controlled by you. You may review the number of Kimo XP in your account by visiting the Kimo XP page under your Account Settings at the Kimo website.

If Kimo XP are issued to you in exchange for a Promotional Code, the number of Kimo XP exchanged shall be sufficient to obtain the Promotional Subscription associated with such Promotional Code. Kimo XP may be issued with an expiration date, after which they are void. You cannot use Kimo XP twice. Kimo XP obtained in exchange for a Promotional Code that has an Expiration Date will automatically expire and become void either eighteen (18) months after they are applied to your account, or the original Expiration Date of the Promotional Code, whichever is later. Please review our Q&A article 'How do I earn Kimo XP?' for an explanation of the alternative ways you may earn and use Kimo XP. You may apply Kimo XP towards an Kimo Paid Service for which an Upgrade Code was intended or, in some cases, apply your Kimo XP toward one or more other valuable products, services or features. In some cases, Kimo XP might be used to provide relatives and/or friends with discounts on Kimo. Kimo XP have no cash value, cannot be tendered for any cash amount, are non-transferable and may specify an expiration date, after which such Kimo XP are void (but they will not expire prior to the expiration of the Upgrade Code or other item for which they were exchanged). Kimo is under no obligation to accept or provide any compensation on account of any expired Kimo XP. If we have a good faith belief that you have acquired or are attempting to use Kimo XP in a fraudulent manner, we reserve the right to cancel the XP in question.

If you elect to apply your Kimo XP towards the payment of fees for a Paid Service, you will be required to pay the then-applicable charges for the Paid Service at the conclusion of the Promotional Period in order to continue using the Paid Service. If you are paying for a Paid Service or other subscription at the time you request Kimo to apply Kimo XP for payment of the subscription fees, we will apply your Kimo XP in alternative ways, depending on your method of payment for the current subscription. Depending upon the item purchased with Kimo XP, you may be required to pay separately for any sales tax, VAT or similar taxes and other charges incurred in connection with such purchase. This is your own responsibility.

Rewards obtained using Kimo XP are not transferable. If any items you obtain in a XP Purchase are returned to Kimo and a refund is available according to the terms of sale or applicable law, the Kimo XP used as payment for that XP Purchase are returned to your account, subject to any expiration or other applicable terms and conditions associated with the XP Purchase. In no event shall Kimo provide you with any monetary refund for the portion of a purchase paid with Kimo XP. When Kimo XP associated with your account are used in a XP Transaction, you will be deemed by Kimo to have caused that XP Transaction, inasmuch as the username and password for that account are required in order to consummate the XP Transaction. Accordingly, Kimo will not reinstate any Kimo XP once they have been applied, and Kimo shall not have any liability for such use, even where you claim such use was unauthorized.

Kimo does not authorize the use of Kimo XP to obtain any product, service or other items from any party other than Kimo, and Kimo shall not provide any third party any compensation or items of value on account of any KIMO XP you may provide to such third party. Kimo reserves the right, from time to time, to impose limitations on the use of Kimo XP including, without limitation, the maximum number of Kimo XP used in XP Transactions in any period of time and the maximum number of Kimo XP that may be accumulated in your Kimo Service account.

Kimo reserves the right to carry out the following actions without notice if we determine that any Kimo XP used in a XP Transaction were fraudulently obtained or invalid: (i) setoff the value of all goods, products or services obtained in such XP Transaction against any amounts payable by Kimo to you; (ii) bill to a credit or debit card account registered to your account or invoice you the value of all goods, products or services obtained in such XP Transaction; and/or (iii) pursue any other method of recovery permissible under law. If you receive an invoice for payment from Kimo on account of the use of any invalid Kimo XP, you agree to pay the required amount promptly within 30 days of receiving such invoice. If your Kimo Service account is deactivated or closed, for whatever reason, you shall lose all rights relating to the Kimo XP attributed to your account, and you expressly forfeit and waive the right to demand any compensation from Kimo relating to such deactivation or closure.

CHANGES TO PAYMENT METHODS AND/OR ACCOUNTS

You are responsible for ensuring that your account information, including your email address and all payment information (address, debit or credit card number and expiration date), is accurate and up to date. You may change this information at any time. If you are an Kimo Student, Premium or Pro Account Holder, you may log in to your account through the Kimo website, access your "Account Summary" from the Settings page and make the changes. Kimo Business Customers may change payment information as described in the Kimo Business Agreement.

If you are not the Account Holder but you control the means of payment for a Paid Service account and wish to make any change to the payment method, you must notify us by contacting Customer Support (hello@kimo.ai) and demonstrating to our satisfaction your control of the payment method used for the Paid Service.

If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for any Paid Service subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your Paid Service subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card.

CANCELLATION OF A PAID SERVICE SUBSCRIPTION

You may elect to cancel a Paid Service at any time. Any cancellation of a Paid Service will be effective as of the end of the then-current billing period and subject to our Refund Policy, except as described below for an upgrade in Paid Service.

If you wish to upgrade your existing Paid Service subscription to a more expensive level of Paid Service, and if you purchased your current Paid Service directly from Kimo (and not from a reseller or payment processor), Kimo will permit you to cancel your existing Paid Service subscription prior to the end of the subscription term. In that event, Kimo will apply the pro-rated balance of your pre-paid subscription fees towards the initial subscription fee for the new Paid Service, provided that no refund will be provided for any amounts in excess of the initial subscription fee for the upgraded Paid Service. If you have purchased a Paid Service from a reseller or payment processor, you may be required to contact the reseller or payment processor to process your cancellation request, as Kimo may have no ability to process the cancellation for you. Please note that this is the case even where you are upgrading from one Paid Service to a new Paid Service.

If you desire to cancel your subscription for the Kimo Paid service as of the end of the current billing period, you may do so by logging into your account through the Kimo website, accessing your "Account Summary" from the Settings page and choosing "Cancel Subscription." A Kimo Business account is only terminable according to the terms of your Kimo Business agreement. If you are taking part in any trial period offer that enables you to use a Paid Service without charge, and that trial period converts into a Paid Service upon the expiration of the trial period, you must cancel the Paid Service prior to the end of the trial period in order to avoid incurring the charges for the Paid Service. If you are taking part in any trial period and you use more KIMO Business accounts than the maximum permitted without charge during such trial period, you will be charged for such excess accounts.

If you are the authorized legal representative for a deceased or legally incapacitated individual or a legal entity that has been formally dissolved or otherwise ceased to be authorized to act for his, her, or its own account (without opportunity for revival), and you wish to cancel a current Paid Service subscription for such individual or entity, you must notify us according to the requirements in the Terms of Service (under "How Can I Send A Notice to Kimo?"), identify the account in question and request cancellation of the Paid Service. We will cancel the Paid Service subscription if you demonstrate to our satisfaction your legal authority to act and be legally responsible for such individual or entity and your ability to validate the details of the payment method used for such Paid Service.

We may cancel any Paid Service subscription you have purchased if you fail to pay the applicable subscription fees and any applicable taxes in full and in a timely manner according to these Commercial Terms or any agreement with a third-party reseller or payment processor. A failure to pay occurs in any situation where Kimo has not received timely payment, including where any credit card issuer or payer bank refuses to transmit the funds that are then due, or the reseller or payment processor you have contracted with notifies us of your failure to pay. In addition, if you fail to pay for a Paid Service, we may elect to suspend your rights to use that Paid Service or we may change the type of privileges you have to a non-paid version of the service (e.g., changing from Kimo Premium to a free version, if such a version exists at the time). We will endeavour to provide you notice promptly after any failure to make a payment to us in full and on time, but we are not obligated to do so.

COST OF COLLECTION & CREDIT CARD CHARGEBACKS

In addition to the published fees for a Paid Service, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs (such as costs for bailiffs). Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.

If you purchase a Paid Service subscription with a credit card and then subsequently request your credit card issuer to reverse that payment, Kimo is allowed to charge a fee that may be a significant multiple of the amount that we initially received. Accordingly, in order to enable you to pay relatively minor fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to add additional Content to your Kimo service account until such time as you reimburse us the amount of the fee we were charged by the card issuer.

WHO AM I CONTRACTING WITH?

As we describe in our Terms of Service, which are applicable to a Paid Service too, if you purchase a Paid Service from us you will be entering into a contract with Kimo B.V., based in Amsterdam, The Netherlands. Those provisions regarding contracting parties and governing law continue to apply to our contracts for the Kimo Service and if you acquire or redeem a Kimo gift card or Kimo XP (including any XP Transactions). If you elect to pay a third-party reseller or payment processing firm for any Paid Service, the contract regarding your payment will be with such third-party, but such third-party is not authorized to provide you with any contract terms or other assurances that affect Kimo's obligations relating to our delivery of the Paid Service; our obligations to you are governed by the Terms of Service, Privacy Policy these Commercial Terms and, with respect to Kimo Business, the Kimo Business Agreement.

We will be pleased to provide you with a (physical) copy of the Commercial Terms. Please send your request (via email) to (hello@kimo.ai) or (via regular mail) to Kimo B.V., Haparandadam 2E3, 1013 AK, Amsterdam, The Netherlands.