TERMS OF USE
This Terms of Use Agreement (the “Agreement”), effective as of April 13, 2023 states the terms and conditions that govern the contractual agreement between Kindvertising LLC, (the “Company”) and you (the “User”) who agrees to be bound by this Agreement in regard to the User’s access to www.kindvertising.com and www.kindfluencers.com (collectively, the “Site”), which is owned and operated by the Company.
1. THE SITE. The User hereby acknowledges and agrees that all content on the Site (the "Content") is exclusive property of the Company. By logging onto the Site and accessing the Content, the User agrees to these Terms of Use and associated Privacy Policy located elsewhere on the Site. In order to engage the Company for its services, the User must execute a separate agreement with the Company.
2. ELIGIBILITY/GENERAL RESTRICTIONS. The User’s limited license to access and make personal use of the Site is contingent on the following:
2.1. The User shall not use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of the Site. The User will not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure. The User agrees not to use any robot, spider, other automatic device, or manual process to monitor or copy any content from the Site without the prior express consent from an authorized Company representative, unless such use is by a search engine employed to direct Internet users to the Site;
2.2. The User shall not reproduce, duplicate, copy, sell, resell, visited, or otherwise exploit for any commercial purpose without express written consent of the Company;
2.3. The User shall not use any of the Content or the Services for any unlawful or harmful purposes; and
2.4. Any unauthorized use automatically terminates the permission or license granted by the Company.
3. MODIFICATION. The Company has the right at any time or from time to time to modify or amend this Agreement. Should the Company choose to modify this Agreement the Site will display such changes, which will be the User’s only notification of any such change. Any use of the Site or the Service by the User after such notification shall constitute the User’s acceptance of the modified or amended terms. No modification to this Agreement made by the User shall be binding upon the Company.
4. INTELLECTUAL PROPERTY. The Site holds the Content, which is the property of the Company or its content suppliers and protected by international copyright laws. The Site may contain or reference trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes or other proprietary rights belonging to Company and/or other parties. No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes and other proprietary rights of Company and/or other parties is granted to or conferred upon the User and the user may not utilize such Content by any manner aside from viewing such Content according to the license granted herein. Prohibited uses of such content without the written consent of the Company include (but are not limited to):
4.1. Removing, altering, bypassing, avoiding, interfering with, or circumventing any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content including geo-filtering mechanisms;
4.2. Copying, downloading, stream capturing, reproducing, duplicating, archiving, distributing, uploading, publishing, modifying, translating, broadcasting, performing, displaying, selling, transmitting or retransmitting the Content; and
4.3. Creating, recreating, distributing or advertising an index of any significant portion of the Content.
5. USE OF THE CONTENT. The User agrees and acknowledges that it will not use the Content or the Services in any way that is illegal, violates the rights of the Company or any third party, or disrupts any User’s enjoyment of the Site, Content, and/or Services.
6. LIMITED LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE CONTENT, ANY SERVICE OFFERED BY THE COMPANY, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) ANY DELIVERABLE RELATED TO THE SERVICE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR ANY TRANSMISSION OF DATA; (D) THE VIOLATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS., THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EXCEPT THAT IT SHALL NOT APPLY TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE COMPANY..
7. DISCLAIMER OF WARRANTIES. THIS SITE, THE CONTENT, AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THIS SITE AND ANY SERVICE OFFERED BY THE COMPANY IS AT THE USER’S SOLE RISK. THE COMPANY MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT; (B) THAT THE SITE, OR THE SERVICE WILL MEET THE USER’S REQUIREMENTS; (C) THAT THE SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE; AND/OR (D) THAT ANY INFORMATION, DATA OR CONTENT OBTAINED FROM THE SITE, OR THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY OR FREE FROM VIRUSES OR OTHER FORMS OF DESTRUCTIVE CODE. NO ADVICE OR INFORMATION OBTAINED BY THE USER FROM THE COMPANY, WHETHER IN ORAL, WRITTEN OR ELECTRONIC FORM, RELATING TO THE USER’S USE OF THIS SITE, THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8. THIRD PARTY LINKS. There are links on the Application that lead to third party websites, including those of advertisers. THE COMPANY IS NOT RESPONSIBLE FOR THE PRIVACY POLICIES OF THOSE SITES OR THE COOKIES THOSE WEBSITES USE. IN ADDITION, BECAUSE THE COMPANY HAS NO CONTROL OVER SUCH WEBSITES AND RESOURCES, THE USER ACKNOWLEDGES AND AGREES THAT THE COMPANY IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL WEBSITES OR RESOURCES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH WEBSITES OR RESOURCES.
9. COMMUNICATIONS. The Company shall be free to reproduce, use, disclose, and distribute any and all communication conducted with Company through the Site including but not limited to feedback, questions, comments, suggestions and the like (the “Communications”). The User shall have no right of confidentiality in the Communications and the Company shall have no obligation to protect the Communications from disclosure. The Company shall be free to use any ideas, concepts, know-how, content or techniques contained in the Communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.
10. ERRORS AND OMISSIONS. The Site may contain technical inaccuracies and typographical errors, including but not limited to inaccuracies relating to pricing or availability applicable to certain products or services offered by the Company. The Company shall not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to honor any order affected by such inaccuracies. The Company reserves the right to make changes, corrections, cancellations and/or improvements to any information contained on the Site, and to the products and programs described in such information, at any time without notice, including after confirmation of a transaction.
11. PRODUCTS AND SERVICES. The Site may contain information about products and services offered by the Company, not all of which are available in every location. Any reference to a Company product or service on the Site does not imply that such product or service is or will be available in the User’s location. Furthermore, the Company may alter what Content is available to Users at any time in its sole discretion, including (but not limited to) removing certain Content from access at any time.
12. FORCE MAJEURE. In the event that the Company is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, pandemic, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of God, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the Company, other causes beyond the Company’s reasonable control (a “Force Majeure Event”) or an economic crisis resulting from any Force Majeure Event the Company shall within a reasonable time give notice to the Client and shall take reasonable steps to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended until they can resume, or terminated at the election of the Company should such circumstances continue for one (1) month from the date of notice.
13. VENUE; ARBITRATION. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one (1). The place of arbitration shall be San Diego, California. California State law shall apply. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof..
14. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.