Client Agreement Terms & Conditions
1. The Agreement
BY ACCESSING OR USING ANY OF THE KUWARE SERVICES, YOU AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE KUWARE SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE KUWARE SERVICES.
2. KUWARE Services
3.1 KUWARE’s RESPONSIBILITY FOR RELEASE
The Client will own the visual elements that KUWARE creates for this project. KUWARE will give the Client source files and finished files and the Client should keep them somewhere safe as KUWARE is not required to keep a copy. The Client owns all elements of text, images, and data provided by the Client unless someone else owns them.
KUWARE will own the unique combination of these elements that constitutes a complete design and KUWARE will license that to the Client, exclusively and in perpetuity for this project only unless KUWARE agrees otherwise. KUWARE can provide a separate estimate for that.
3.2 Client RESPONSIBILITY FOR ACCURACY
The Client shall be responsible for the accuracy, completeness, and propriety of information concerning its products and services which it furnishes to KUWARE verbally or in writing in connection with the performance of this Agreement.
KUWARE agrees to use its best efforts to fulfill and exceed the Clients’ expectations of the deliverables listed above. The Client agrees to aid KUWARE in doing so by making available needed information pertaining to the business and its digital assets and will cooperate in expediting the work.
4. Term of engagement
6. Cancellation of Implementation in Progress
7. Terms of Payment
8. Late Fees
9. Limited License
- circumvent or disable any content protection system or digital rights management technology used with any KUWARE Services;
- decompile, reverse engineer, disassemble, or otherwise reduce any KUWARE Services to a human-readable form;
- remove identification, copyright, or other proprietary notices in or on the KUWARE Services;
- access or use any KUWARE Services in an unlawful or unauthorized manner, or in a manner that suggests an association with our content, products, services, or brands, unless you have an executed agreement with us that allows for such activity;
- use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any KUWARE Services or any part thereof, except as expressly authorized in this Agreement or as part of the KUWARE Services provided to you;
- introduce a virus or other harmful component, or otherwise tamper with, impair, or damage any KUWARE Services or connected network, or interfere with any person or entity’s use or enjoyment of any of the KUWARE Services;
- access, monitor, or copy any element of the KUWARE Services using a robot, spider, scraper, or other automated means or manual process without our express written permission; or
- sell, resell, or make commercial use of the KUWARE Services, unless you have an executed agreement with us that expressly allows for such activity.
11. Third-party Services
12. Client Consents
13. Assumption of Risk
13.5 There will be no refund under any circumstances on Client Partner Fees, Setup fees after onboarding call is completed, and management fees after the campaign goes live.
Client agrees to defend and indemnify KUWARE and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to Client’s use or misuse of the activities, Client’s breach of this Agreement, or Client’s conduct or actions. Client agrees that KUWARE shall be able to select its own legal counsel and may participate in its own defense if so desired.
16. Entire Agreement
20. Dispute Resolution
21. Governing Laws
23. Limitation of Liability; Damages
24. Force Majeure.
Document Confidentiality: The contents of this Agreement are confidential and may not be shared by the Client without the prior written permission of KUWARE.