Acceptance by Customer of any proposal, quotation or statement of work (a “Proposal”) issued by Kuno Creative Group, LLC (“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.
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.
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.