Terms of Purchase

CLIENT SERVICES AGREEMENT

By signing this Agreement and submitting full payment, you are agreeing to the following terms:

Please read this Agreement carefully before accessing or using K&C Consulting, LLC (the “Company”)/K + C creative proprietary materials which include any written, audio, or visual presentations or documents associated with the Services.

The Company and the Client (referred to collectively as “the Parties”) agree as follows:

1. TERMS

a. During the terms of this Agreement, the Company agrees to provide the specific services set forth in Attachment A, attached hereto and incorporated herein.

b. The services to be provided by the Company are intended to be carried out according to Client needs, instructions. Services shall be performed and pursuant to deadlines as defined in Attachment A, unless otherwise specified in writing by the Client. The Services to be provided under this Agreement shall be performed at the Company's place of business and communications shall be made via email or telephone, or by other means mutually agreed upon by both Parties.

c. Company agrees to timely completion.


2. PAYMENT. The Client shall make payment via Credit Card or other agreed-upon method as outlined in Attachment A.

3. REFUNDS. Client understands that there are no refunds for this project.

4. TERM AND TERMINATION. This Agreement shall remain in effect from the date of execution until the date of completion of services determined by the Company.

5. DISCLAIMERS. Company makes no guarantees other than that the Services offered shall be provided to Client in accordance with the terms of this Agreement. Any testimonials regarding the Services and/or the Company are examples only and do not constitute additional performance guarantees.

The Company may provide Client with third-party recommendations for services. Client agrees that these are only recommendations and the Company shall not be held liable for the services provided by any third party to the Client. The Company is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third party.

6. NON-DISCLOSURE AGREEMENT. The Parties agree to mutual non-disclosure, agreeing not to disclose, reveal, or make use of any information learned by either party that is disclosed in connection with this Agreement. Information for purposes of this agreement includes but is not limited to any Material on Client’s online platform or as delivered to Company in any way, disclosures of any type in discussions, and procedures or methods used by Client in producing or sharing its content. Client acknowledges that Company may share information with Company’s contractors or representatives solely as needed for the purpose of fulfilling the obligations of this Agreement. Both parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by each of the Parties in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is acquired by either Party from a third party who has a bona fide and unrestricted right to make such information available. Company also agrees not to disclose any information obtained from Client’s online platform about or from Client members or Client’s customers. Both Parties agree that the obligation of non-disclosure with respect to any and all Confidential Information shall survive the termination, revocation, or expiration of this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS. Nondisclosure under immediately preceding paragraph 5 of this Agreement applies to any and all intellectual property of the Parties. For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by the Company to provide the Services and the products, systems, programs or processes, produced by the Service Provider pursuant to this Agreement. In respect of any content, work product, or other Material specifically created for the Client as part of this Agreement, the Client maintains all copyright and other intellectual property rights and any other data or part of said content, work product, or other Material, whether finished or unfinished. Company can use said content, work product, or other Material, whether finished or unfinished in advertising and/or marketing of her services or otherwise.

Company represents and agrees that any content, photos, or other images provided by the client shall not violate copyright law, shall be free stock photos that are in the public domain, or are otherwise owned by the Company. Client also represents and agrees that any content and/or images provided to Company are owned by the Client and/or do not violate copyright law.

8. RELATIONSHIP OF PARTIES. It is understood by the Parties that Company is an independent contractor with respect to the Client and not an employee. The Client shall have no obligation to provide and shall not provide any fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Company.

9. WARRANTIES. Company warrants that it has sufficient training and ability to promptly and effectively execute the services contemplated by this Agreement to a reasonable standard.

10. INDEMNIFICATION. Company shall indemnify, defend, and hold harmless Client, its current and former employees, contractors, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the Company or any party under direction or control of the indemnifying party, b) a material breach of this Agreement by the Company, or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the Client or its clients.

11. FORCE MAJEURE. In the event that any cause beyond the reasonable control of either of the Parties, including without limitation acts of nature, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either of the Parties to perform its obligations under this Agreement, the affected performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.

12. NON-DISPARAGEMENT. The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Client shall not make any false, disparaging, or derogatory statement in public or private regarding the Company it's owners, contractors, employees, or agents. The Company shall not make any false, disparaging, or derogatory statements in public or private regarding Client and its relationship with the Company.

13. DISPUTE RESOLUTION. If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association (AAA). The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Atlanta, Georgia with participation via telephone or videoconferencing as permitted by the AAA. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

14. GOVERNING LAW AND SEVERABILITY. This Agreement shall be governed by and construed in accordance with the laws of the State of GEORGIA within the United States, regardless of the conflict of laws principles thereof. Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.

15. GOOD FAITH. Each of the Parties represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement.

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Parties and supersedes all prior agreements between the Parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by persons authorized to execute such an instrument on behalf of the Client and the Company.

Service Provider agreement - Attachment “A”

In consideration of Client retaining Company to perform the services below it is agreed as follows:

1. Scope of Services

(a) This Agreement includes the services clearly described and listed in the checkout page you reviewed before your purchase.

Multiple rounds of revisions accepted. (no specific number, but will accept all reasonable requests)

The Services outlined above are to be referred to as the “Services.”

(b) Any additional services provided by Company to client may require additional fees to be discussed and agreed upon by the parties. Additional services may require signing of a separate agreement.
The Service Provider and the Client (referred to collectively as “the Parties”) agree as follows:

Format. Company shall deliver the project to the client either in a Google drive format, on their website, video, or email and will provide the Client access to the platform in which content is delivered. Client shall provide Company access to the platforms in which are needed to complete the project.

Deadlines. Start Date and Final Completion Dates for this project will be dependent upon receipt of assets from Client and payment in full for this project. Assets should be delivered to Company within one week of completing your purchase. Once all assets have been received and payment made in full for the project, timeline for completion will be communicated to the client. Company shall complete the project within [three-four] weeks of Start Date. If the Company requests new or revised assets the deadline of the project shall be extended for one business day for every day the Company is waiting for the new or revised assets.

Underlined Headings Not Limiting. Company and Client acknowledge and agree that underlined headings used herein are intended to indicate general subject matter but such headings shall not limit or alter the terms of this Attachment or Agreement.