{"id":2126,"date":"2022-01-03T14:22:01","date_gmt":"2022-01-03T14:22:01","guid":{"rendered":"https:\/\/kynda.co\/?page_id=2126"},"modified":"2023-12-22T14:38:01","modified_gmt":"2023-12-22T14:38:01","slug":"terms","status":"publish","type":"page","link":"https:\/\/kynda.co\/terms\/","title":{"rendered":"Kynda Terms & Conditions"},"content":{"rendered":"\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t\t\t\t\t\"\"\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t\t\t\t\t\"\"\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t

Terms & Conditions<\/h2>\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t\t\t\t\t\"\"\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
\n\t\t\t
\n\t\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t

Updated December 20, 2023<\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t

\n\t\t\t\t
\n\t\t\t\t\t\t\t

KYNDA TERMS AND CONDITIONS<\/b><\/p>

  1. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Definitions<\/span><\/span>.<\/span> \u201cAgreement\u201d means, collectively, these Terms and Conditions (these \u201cTerms\u201d), the design and marketing agreement or other services agreement to which these Terms are attached (the \u201cServices Agreement\u201d) and any additional exhibits, schedules, documents or agreements referenced in these Terms or the Services Agreement; \u201cClient\u201d means each recipient of the Services; \u201cCompany\u201d means Bultema Group Inc. d\/b\/a Kynda Creative; and \u201cServices\u201d means the services provided by the Company to Client under this Agreement, as detailed in the Services Agreement or as mutually agreed to by the parties. In the event of any conflict between the Services Agreement and these Terms, the Services Agreement will control.<\/span><\/li>
  2. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Non-Exclusive Agreement<\/span><\/span>. This Agreement will not be deemed an exclusive contract. The Company will be permitted to perform work for others while this Agreement is in effect, provided that all such outside work does not adversely affect its performance hereunder.\u00a0<\/span><\/li>
  3. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Payment<\/span><\/span>.<\/span> Payment terms are as set forth in the Services Agreement or, if not, net 30 days from the date of the invoice. Any amounts not paid by when due shall bear interest at a rate equal to the lesser of 1.5% per month or the maximum amount allowed by law. The Company may withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Client, whether relating to Client\u2019s breach, bankruptcy or otherwise. Client shall reimburse the Company for all costs of collection, including, without limitation, court costs and reasonable attorneys\u2019 fees, in collecting amounts due hereunder.<\/span><\/li>
  4. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Term and Termination<\/span>.\u00a0<\/span><\/span><\/li><\/ol>

    (a) \u00a0 \u00a0 \u00a0 This Agreement will commence on the date of the Services Agreement and continue in effect until terminated in accordance with the procedures in the Services Agreement or this Section 4.\u00a0<\/span><\/p>

    (b) \u00a0 \u00a0 Either party may terminate this Agreement immediately by giving written notice to the other party if (i) the other party has committed a material breach of any provision of this Agreement and (ii) such breach either cannot be remedied or remains uncured for 30 days following written notice of such breach given to the breaching party.\u00a0<\/span><\/p>

    (c) \u00a0 \u00a0 \u00a0 If either party shall become insolvent or bankrupt, admit in writing its inability to pay its debt as they mature, make an assignment for the benefit of its creditors, cease to function as a going concern or be the subject of an involuntary proceeding in bankruptcy or insolvency that is not finally dismissed within 45 days of its institution, the other party shall have the right to terminate this Agreement immediately by giving written notice of its election to do so.<\/span><\/p>

    (d)\u00a0 \u00a0 \u00a0 Upon the termination of this Agreement, Client will, within 30 days of the effective date of termination pay the Company for any Services rendered up to and including the date of termination, as well as for the cost (without markup) of any materials not captured within the cost of such Services. Sections 7 (Representations and Warranties; Disclaimer), 8 (Mutual Indemnification, 9 (Limitation of Liability), 10 (Publicity) and 12 (Miscellaneous) of these Terms will survive any termination of this Agreement.\u00a0<\/span><\/p>

    1. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Independent Contractor Status<\/span><\/span>.<\/span> The parties acknowledge and agree that the Company is an independent contractor and that this Agreement will not create any association, partnership, joint venture, employee or agency relationship between the Company and Client. Except as otherwise provided herein, all expenses incurred by a party in the performance of its duties under this Agreement will be paid by such party. Each party will bear full responsibility to withhold and pay any and all taxes related to such party\u2019s performance of its obligations under this Agreement.<\/span><\/li>
    2. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Confidentiality<\/span><\/span>.<\/span> Each party agrees that all information furnished to it by the other party, or to which it has access under this Agreement, shall be deemed confidential and proprietary information (collectively, \u201cConfidential Information\u201d) of the disclosing party and shall remain the sole and exclusive property of the disclosing party. Each party shall treat the Confidential Information and the contents of this Agreement in a confidential manner and, except to the extent necessary in connection with the performance of this Agreement, neither party shall, directly or indirectly, disclose the same to anyone other than its employees and contractors who have a need to know the Confidential Information. The confidentiality obligations of this Section 6 do not apply to any portion of the Confidential Information which: (a) is or becomes public knowledge through no fault of the receiving party; (b) is in the lawful possession of the receiving party prior to disclosure to it by the disclosing party (as confirmed by the receiving party\u2019s records); (c) is disclosed to the receiving party without restriction on disclosure by a person who has the lawful right to disclose the information; or (d) is disclosed pursuant to the lawful requirements or formal request of a governmental agency or other legal process. If the receiving party is requested or legally compelled by a governmental agency or legal process to disclose any Confidential Information of the disclosing party, the receiving party agrees that it will provide the disclosing party with prompt written notice (if lawfully permitted) of such request or requirement so that the disclosing party may seek a protective order or other available relief stopping or limiting such disclosure. Each party acknowledges that its breach or threatened breach of this Section 6 may cause the disclosing party irreparable harm which would not be adequately compensated by monetary damages. Accordingly, in the event of any such breach or threatened breach, the receiving party agrees that equitable relief, including a temporary or permanent injunction, is an available remedy in addition to any legal remedies to which the disclosing party may be entitled. The obligations of the parties relating to confidentiality shall survive termination of this Agreement for a two-year period. This Section 6 shall supersede any previously executed confidentiality or non-disclosure agreement between the parties.\u00a0<\/span><\/li>
    3. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Representations and Warranties; Disclaimer<\/span><\/span>.<\/span> The Company hereby represents and warrants that the Services will (a) be completed in a professional, workmanlike and timely manner, with due care and diligence and to industry accepted standards of quality, (b) be its original work (except for material in the public domain or provided by Client) and (c) not violate or infringe upon the intellectual property rights of any third party. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY TO CLIENT OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH REPRESENTATIONS AND WARRANTIES BY THE COMPANY ARE HEREBY EXCLUDED AND DISCLAIMED.<\/span><\/li>
    4. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Mutual Indemnification<\/span><\/span>.<\/span> Each party (as the \u201cIndemnifying Party\u201d) hereby agrees to indemnify, hold harmless and defend the other party and its directors, officers, members, managers, partners, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including court costs and reasonable attorneys\u2019 fees, arising out of any third party claim that results from or is related to, in whole or in part, directly or indirectly, (a) any breach or non-fulfilment of any representation, warranty or covenant under this Agreement by the Indemnifying Party or any of its employees, contractors or agents; or (b) any negligent or more culpable act or omission (including recklessness or willful misconduct) of the Indemnifying Party or any of its employees, contractors or agents.<\/span><\/li>
    5. \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span>Limitation of Liability<\/span><\/span>.<\/span>\u00a0<\/span><\/li><\/ol>

      (a) \u00a0 \u00a0 \u00a0 IN NO EVENT WILL THE COMPANY\u2019S AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED 100% OF THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.<\/span><\/p>

      (b)\u00a0 \u00a0 \u00a0 IN NO EVENT WILL THE COMPANY BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.<\/span><\/p>

      1. \u00a0 \u00a0 <\/span>Publicity<\/span><\/span>.<\/span> Subject to its compliance with its confidentiality obligations hereunder, the Company may showcase its work for Client, and may use Client\u2019s name or image, in publicity or marketing materials without Client\u2019s prior written consent.<\/span><\/li>
      2. \u00a0 <\/span>Ownership<\/span><\/span>.<\/span> Unless otherwise noted in the Project Description, upon full payment to the Company, the final work produced by the Company for the Client shall become the property of the Client. Notwithstanding the foregoing, the Client agrees that the Company retains the rights to any unused sketches, copy, or design concepts; editable files (i.e. packaged artwork), raw photos or footage, and underlying website or application code; and that the Company retains the rights to re-use any assets developed as part of the Project Description. Modification of work and\/or incorporation of work in any layout or concept shall not constitute a joint work or derivative work. If Client wishes to obtain editable or raw files and\/or make any additional uses of the work not detailed in Project Description, Client shall obtain permission from the Company who may negotiate an additional fee for that use. The Client gives permission to the Company to use the work product as part of portfolios and websites, in galleries, and in other media.<\/span><\/li>
      3. \u00a0 \u00a0 <\/span>Force Majeure<\/span><\/span>.<\/span> Neither party shall be liable for any failure of performance hereunder due to causes beyond its reasonable control, including, without limitation: acts of God; fire, explosion, vandalism, cable cuts, storms or other similar catastrophes; any law, order, regulation, direction, action or request of the United States government, or of any other government, including state and local governments having jurisdiction over either of the parties, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; epidemic or pandemic; national emergencies; insurrections, riots or wars; or strikes, lockouts, work stoppages or other labor disputes or difficulties (each, a \u201cForce Majeure Event\u201d). Notwithstanding anything to the contrary set forth herein, Customer agrees that its payment obligations hereunder shall be absolute and not subject to delay due to any Force Majeure Event.<\/span><\/li>
      4. \u00a0 \u00a0 <\/span>Miscellaneous<\/span>.<\/span><\/span><\/li><\/ol>

        (a) \u00a0 \u00a0 \u00a0 <\/span>Binding Effect; Assignment<\/span>. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. No party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that (i) the Company may subcontract all or certain of its obligations hereunder, and (ii) the Company may assign this Agreement to an affiliate or a purchaser of all or substantially all of the Company\u2019s assets, in which case the Company shall be released from all obligations under this Agreement. Any purported assignment or delegation in violation of this Section 12(a) shall be null and void. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.<\/span><\/p>

        (b)\u00a0 \u00a0 \u00a0 <\/span>Governing Law; Jurisdiction<\/span>. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to the conflicts-of-laws principles thereof. Any legal suit, action or proceeding arising out of or relating to this Agreement or any related transactions between the parties will be instituted in the federal courts of the United States of America or the courts of the State of Michigan, in each case located in the City of Grand Rapids, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The parties irrevocably and unconditionally waive any objection to venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.<\/span><\/p>

        (c) \u00a0 \u00a0 \u00a0 <\/span>Severability<\/span>. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.<\/span><\/p>

        (d)\u00a0 \u00a0 \u00a0 <\/span>Counterparts<\/span>. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall be considered to be one agreement.<\/span><\/p>

        (e) \u00a0 \u00a0 \u00a0 <\/span>Amendments; Waivers<\/span>. This Agreement may be amended, waived, supplemented or otherwise modified only by a written instrument executed by the parties hereto. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.<\/span><\/p>

        (f) \u00a0 \u00a0 \u00a0 <\/span>Entire Agreement<\/span>. This Agreement contains all of the terms agreed upon between the parties with respect to the subject matter hereof.<\/span><\/p>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

        \n\t\t\t\t
        \n\t\t\t\t\t\t\t\t\t\t\t\t\t\"\"\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
        \n\t\t\t\t
        \n\t\t\t\t\t\t\t\t\t\t\t\t\t\"\"\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

        Terms & Conditions Updated December 20, 2023 KYNDA TERMS AND CONDITIONS \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 Definitions. \u201cAgreement\u201d means, collectively, these Terms and Conditions (these \u201cTerms\u201d), the design and marketing agreement or other services agreement to which these Terms are attached (the \u201cServices Agreement\u201d) and any additional exhibits, schedules, documents or agreements referenced in these […]<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"acf":[],"_links":{"self":[{"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/pages\/2126"}],"collection":[{"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/comments?post=2126"}],"version-history":[{"count":20,"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/pages\/2126\/revisions"}],"predecessor-version":[{"id":2738,"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/pages\/2126\/revisions\/2738"}],"wp:attachment":[{"href":"https:\/\/kynda.co\/wp-json\/wp\/v2\/media?parent=2126"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}