Kuno Creative Group, LLC.

Standard Terms and Conditions 

Acceptance by Customer (as named on the signature page) of any proposal, quotation or invoice (a “Proposal”) issued by Kuno Creative Group, LLC (“KCG”), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Customer and KCG with respect to the responsibilities of KCG and Customer pursuant to the Proposal (the “Agreement”). The Agreement shall consist of the Proposal and these terms and conditions, together with any modifications made in accordance with the terms hereof. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon KCG unless made in writing and signed by KCG's duly authorized officer. Written or verbal acceptance of any Proposal and/or the acceptance of deliverables or services by Customer shall constitute Customer's assent to these exclusive terms and conditions with respect to such Proposal. This order and contract shall be governed exclusively by, and be construed in accordance with, the laws of the State of Ohio (except the conflicts of laws provisions thereof).

  1. Scope of Service. KCG shall provide only those professional services and/or products specified in the Proposal (the “Work”). Customer understands and agrees that, unless listed in the Proposal, KCG is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Customer requests and KCG agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal, Customer shall promptly pay KCG for such services in accordance with the terms and rates shown in the Proposal or, if no such terms or rates are shown in the Proposal, in accordance with KCG’s standard terms and rates for the services performed.

  2. Fees. Customer shall pay KCG for the Work based upon the price or the rates shown in the Proposal. Customer will be responsible for and will pay in full, in addition to the fees set forth in the Proposal, all sales, use, excise and other taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services or Supplemental Services, except for taxes on KCG net income.

  3. Payment Terms. In the event Customer fails to make payment in full within the time period set forth in the Proposal, such failure to pay on time constitutes a material breach of contract by Customer permitting KCG to suspend its performance hereunder, and KCG shall have all other remedies permitted to KCG by law, equity and these terms. Past due invoices shall bear interest at the rate of one-half percent (1/2%) per month, or the highest rate allowed by applicable law, whichever is lower and, if Customer has provided KCG with a credit card authorization, KCG shall be entitled to charge the invoice amount and interest against such card. If KCG must take legal action to collect any amount due hereunder, Customer shall pay all court costs plus attorney's fees incurred by KCG in bringing such legal action.

  4. Standard of Care. The Work shall be carried out by KCG in a manner consistent with that level of care and skill ordinarily exercised by others currently providing similar services under similar circumstances at the time the services are performed. NO OTHER WARRANTY, EXPRESS OR IMPLIED, WHETHER CONTAINED IN MATERIALS PROVIDED OR STATEMENTS MADE BY KCG OR OTHERWISE, IS MADE BY KCG WITH RESPECT TO THE QUALITY, RESULT, EFFECTIVENESS OR OUTCOME OF THE WORK, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AS TO NON-INFRINGEMENT, AND ANY SUCH ADDITIONAL WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Customer’s sole remedy for a breach of the foregoing warranty is to require KCG to correct or replace, at KCG’s election, the affected service if the breach of warranty is made known to KCG in writing within 6 months from the date the affected services were provided. KCG DOES NOT PROVIDE ANY WARRANTY OR GUARANTY WITH RESPECT TO THIRD PARTY SOFTWARE OR HARDWARE (SUCH AS THE SOFTWARE PLATFORM OF ANY WEBSITE) AND, ACCORDINGLY, (a) KCG HAS NO RESPONSIBILITY TO CORRECT, OR PAY FOR THE CORRECTION OF, ERRORS OR PROBLEMS ARISING FROM OR CAUSED BY THIRD PARTY SOFTWARE OR HARDWARE, AND (b) KCG DOES NOT WARRANT THAT THE SERVICES OR OPERATION OF ANY WEB SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Customer assumes all risks related to processing of transactions related to electronic commerce.

  5. Limitations of Liability. In no event shall KCG or any of its owners, officers or employees be liable to Customer, or anyone claiming by, through or under Customer, for any special, incidental, indirect or consequential damages whatsoever arising out of or resulting in any way, directly or indirectly, from the Work or the acts or omissions of KCG’s employees or agents, whether or not any such losses or damages are caused by negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise. In no event shall KCG be liable to Customer for negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise unless Customer provides KCG with written notice of the claim within six months of the date the service or deliverable was provided to Customer. KCG’s liability for any claim relating to the Work shall be limited to the amount paid to KCG by Customer pursuant to the Proposal.

  6. Access to Site and Information. Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for KCG to timely and fully complete the Work. KCG is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Customer or others that are not agents or KCG, and KCG has no obligation to investigate facts or conditions not disclosed to it by Customer.

  7. Indemnification. Customer agrees to indemnify, defend and hold harmless KCG and its affiliates against any losses, costs, expenses (including, but not limited to, reasonable attorneys' fees), claims, damages, liabilities, penalties, actions, proceedings or judgments which arise out of or relate to any content provided by Customer or the users of the Web Site or the breach of any of the terms and conditions of the Agreement by Customer.

  8. Confidential Information. “Confidential Information” means any material, data, or information in whatever form or media of a party to the Agreement that is provided or disclosed to the other, except for any information that is: (a) publicly available or later becomes available other than through a breach of the Agreement; (b) known to the Receiving Party (defined below) or its employees, agents, or representatives prior to such disclosure or is independently developed by the Receiving Party or its employees, agents, or representatives subsequent to such disclosure; or (c) subsequently lawfully obtained by the Receiving Party or its employees, agents, or representatives from a third party without obligations of confidentiality. Confidential Information shall include the following categories of information, whether disclosed orally or in writing and whether or not marked as confidential: financial and operational information and other matters relating to the operation of the parties’ business, customer usage or requirements, business and customer usage forecasts and projections, accounting, finance or tax information, pricing information, and the KCG Technology and all components of the Web Site other than the publicly viewable content of the Web Site (which are Confidential Information of KCG only). The party that has received Confidential Information (the “Receiving Party”) shall exercise the same degree of care and protection with respect to the Confidential Information of the other party (the “Disclosing Party”) that it exercises with respect to its own Confidential Information and shall not directly or indirectly use (for purposes other than permitted herein), disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Disclosing Party. Notwithstanding the above, either party may disclose Confidential Information if so required by law (including court order or subpoena), provided that such party affords the Disclosing Party with reasonable prior notice and opportunity to oppose such disclosure or seek a protective order regarding such Confidential Information. Notwithstanding the foregoing: (a) KCG will not be precluded by the Agreement from rendering services or developing or supplying work products to others that are competitive with, or functionally comparable to, the services rendered and KCG Technology provided hereunder; and (c) KCG shall not be restricted in its use of ideas, concepts, know-how, methodologies, and techniques acquired or learned in the course of its activities hereunder.

  9. Termination For Cause. In addition to any other rights it may have under this Agreement or applicable law, KCG may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) Customer’s failure to make any payment within 10 days of the due date, or (ii) Customer's breach or failure to comply with any other obligation of Customer under the Agreement and its failure to cure such breach within ten (10) days after receipt of written notice of same. Customer may terminate this Agreement if KCG breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of same.

  10. Force Majeure. KCG is not liable for any failure to perform, or delay in performance, due to circumstances beyond its reasonable control, including but not limited to, riots, wars, fires, floods, explosions, strikes, acts of nature, and acts of government. If KCG’s services are interrupted due to any such force majeure cause, Customer and KCG shall negotiate a reasonable extension of time for KCG’s performance and payment of any additional costs to be incurred by KCG as a result thereof.

  11. Title and Risk of Loss. Title to goods shall pass upon payment in full therefor, and risk of loss shall pass to Customer upon delivery to Customer.

  12. General Provisions. 
    No Third Party Rights. KCG and Customer agree that, except as otherwise expressly provided in the Agreement or the terms and conditions of use of any Third Party Products, there shall be no third party beneficiaries to the Agreement, including but not limited to the insurance providers for either party or the clients of either party. 
    Non-Solicitation. During the term of the Agreement and for a period of 180 days thereafter, Customer shall not solicit for employment or hire employees of KCG without obtaining the prior written consent of KCG; provided, however, that this restriction shall not prohibit either party from conducting general solicitations in newspapers in connection with such party’s hiring.
    GOVERNING LAW; VENUE. THE AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO (EXCEPT THAT BODY OF LAW CONTROLLING CONFLICTS OF LAW) AND SPECIFICALLY EXCLUDING FROM APPLICATION TO THE AGREEMENT THAT LAW KNOWN AS THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS LOCATED IN LORAIN OR CUYAHOGA COUNTY, OHIO, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO. 
    Severability. In the event any provision of the Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Agreement will remain in full force and effect. 
    Waiver. The waiver of any breach or default of the Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. 
    Assignment. Customer may not sell, assign or transfer its rights or delegate its duties under the Agreement either in whole or in part without the prior written consent of KCG, and any attempted assignment or delegation without such consent will be void. KCG may delegate the performance of certain Services or the provisions of certain deliverables to third parties, including KCG's wholly owned subsidiaries. The Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Relationship of Parties. KCG and Customer are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between KCG and Customer. Neither KCG nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
    Miscellaneous. The Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. The Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Once signed, any reproduction of the Agreement made by reliable means (e.g., photocopy, facsimile) is considered an original. Except as expressly provided in the Agreement, the Agreement may be changed only by a written document signed by authorized representatives of both parties. All notices and other communications hereunder will be in writing and will be sent either by (a) certified mail, postage prepaid, return receipt requested; (b) an overnight express courier service that provides written confirmation of delivery; or (c) facsimile with written confirmation by the sending machine or with telephone confirmation of receipt, addressed to the last address provided by such party.