Kuno Creative Group, Inc.

Standard Terms and Conditions 

            Acceptance by Customer of any proposal, quotation or statement of work (a “Proposal”) issued by Kuno Creative Group, Inc. (“Kuno Creative”), to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Customer and Kuno Creative with respect to the responsibilities of Kuno Creative 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 Kuno Creative unless made in writing and signed by Kuno Creative'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.

1. Scope of Service. Kuno Creative shall provide only those professional services and/or deliverables specified in the Proposal (the “Work”). Customer understands and agrees that, unless listed in the Proposal, Kuno Creative 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 Kuno Creative agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal, Customer shall promptly pay Kuno Creative 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 Kuno Creative’s standard terms and rates for the services performed.
2. Fees. Customer shall pay Kuno Creative 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 Work, except for taxes on Kuno Creative 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 Kuno Creative to suspend its performance hereunder, and Kuno Creative shall have all other remedies permitted to Kuno Creative by law, equity and these terms.   Past due invoices shall bear interest at the rate of one and one-half percent (1-1/2%) per month, or the highest rate allowed by applicable law, whichever is lower and, if Customer has provided Kuno Creative with a credit card or ACH authorization, Kuno Creative shall be entitled to charge the invoice amount and interest. If Kuno Creative must take legal action to collect any amount due hereunder, Customer shall pay all court costs plus attorney's fees incurred by Kuno Creative in bringing such legal action.
4. Standard of Care. The Work shall be carried out by Kuno Creative 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 KUNO CREATIVE OR OTHERWISE, IS MADE BY KUNO CREATIVE 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 Kuno Creative to correct or replace, at Kuno Creative’s election, the affected service if the breach of warranty is made known to Kuno Creative in writing within 6 months from the date the affected services were provided. Kuno Creative 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, Kuno Creative has no responsibility to correct, or pay for the correction of, errors or problems arising from or caused by third party software or hardware.
5. Limitations of Liability. In no event shall Kuno Creative 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 Kuno Creative’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 Kuno Creative 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 Kuno Creative with written notice of the claim within six months of the date the service or deliverable was provided to Customer. Kuno Creative’s liability for any claim relating to the Work shall be limited to the amount paid to Kuno Creative by Customer pursuant to the Proposal.
6. Intellectual Property.

Ownership. The Agreement does not transfer from Kuno Creative to Customer any right, title or interest in or to Kuno Creatves’s general business and marketing know-how or its proprietary ideas, concepts, know-how, methodologies and techniques used to provide the Work (the “Kuno IP”), except for the limited license granted below, and all right, title and interest in and to Kuno IP will remain solely with Kuno Creative.

Limited Right to Use License. Kuno Creative agrees to grant Customer a limited, personal, non-transferable, and non-exclusive right to use license for Kuno IP for Customer’s benefit only and Customer is expressly prohibited from assigning, sub-licensing, selling or otherwise exploiting such right to use in any manner at any time. This license is non-exclusive meaning that Kuno Creative reserves all right, title and interest in and to such Kuno IP, including the right to use, sell, license, transfer, assign or otherwise exploit the same. This license is also subject to the provisions below relating to Third Party Vendors (defined below).

Third Party Products. Customer acknowledges that its use of the Work may require Customer to secure access to other third-party software and/or services through certain commercial vendors, including without limitation, Microsoft Corporation, Google, HubSpot, and/or WordPress ("Third Party Vendors"). Customer acknowledges and agrees that it shall be bound by the terms of any agreement entered into by it with Third Party Vendors and that Customer is solely responsible for its compliance with such agreements.

Copyrights and Trademarks. Customer and Kuno Creative each represent to the other that any elements of text, graphics, photos, designs, trademarks, or other artwork or content furnished by such providing party or by third parties on behalf of such party for inclusion in any deliverables to be provided under the Proposal are owned by the providing party, or the providing party has permission from the rightful owner to use each of these elements, and the providing party will defend, indemnify and hold harmless the other party from any claim, loss, expense or damages arising from the use of such materials.

7. Accuracy of Information. Kuno Creative 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 third parties.
8. Indemnification. Customer agrees to indemnify, defend and hold harmless Kuno Creative 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 are caused by the breach of any of the terms and conditions of the Agreement by Customer.
9. 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, business and customer usage forecasts and projections, accounting, credit or tax information, pricing information, and the Kuno IP (which is Confidential Information of Kuno Creative 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) Kuno Creative 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 Work; and (b) Kuno Creative 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.
10. Termination For Cause. In addition to any other rights it may have under this Agreement or applicable law, Kuno Creative may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) Customer’s failure to make any payment within ten (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 Kuno Creative 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.
11. Force Majeure. Kuno Creative 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 Kuno Creative’s services are interrupted due to any such force majeure cause, Customer and Kuno Creative shall negotiate a reasonable extension of time for Kuno Creative’s performance and payment of any additional costs to be incurred by Kuno Creative as a result thereof.
12. General Provisions.

No Third Party Rights. Kuno Creative 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 Kuno Creative without obtaining the prior written consent of Kuno Creative; 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 invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and such invalid or unenforceable provision will be construed by limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.

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 Kuno Creative, and any attempted assignment or delegation without such consent will be void. Customer acknowledges and agrees that Kuno Creative may delegate the performance of certain services or the provision of certain deliverables to third parties, so long as Kuno Creative remains responsible to Customer for compliance by such third party with the Agreement (including Section 9 Confidential Information above).   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. Kuno Creative and Customer are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Kuno Creative and Customer. Neither Kuno Creative 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) email with electronic confirmation of receipt, addressed to the last address provided by such party.