Terms of Use
Welcome to Kindred Force Media, LLC (“Kindred Force Media,” “we,” “us,” or “our”). These Terms of Use (“Terms”) govern your use of our website design and hosting services. By accessing or using our services, you agree to comply with these Terms as a “Client” or “you”. Please read them carefully.
1. Services and Fees
1.1 Website Design and Hosting Services: Kindred Force Media provides website design and hosting services (“Services”) to clients.. Our Services include the design, development, and hosting of templated websites. We will use our best efforts, including regular monitoring for security and regulatory updates, and attorney review, to maintain and update the Services so that they will not be disapproved by any regulatory authority with jurisdiction over Client’s business. We reserve the right, in our sole discretion, to make any changes to the Services that we deem necessary and/or useful. If Client believes that any modifications to the Services are required under any laws, rules, or regulations, Client will promptly inform us.
1.2 Initial Fee: Kindred Force Media will create a personalized website for you through a template design for $2,495.00 payable upon execution of this Agreement.
1.3 Hosting and Maintenance: Kindred Force Media will host and maintain your website for an initial one-year service term (“Term”) for $2,388.00. You agree to authorize recurring monthly charges of $199.00 from the date the website goes live. Following the one-year Term, the Services will automatically renew monthly at $199.00 per month.
1.4 Price Changes: We may increase Fees at any time as a result of changes to our business environment or our annual review of our business. Any increase in Fees will be proportionate to our increased costs in providing the Services. We will provide you with a written notice of any Fee increases. Continued usage of the Services following written notice will be considered consent to the pricing increases and processing of monthly automatic fees will be adjusted accordingly.
1.5 Taxes: All fees and other amounts payable by you under these Terms of Use are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority, which may or may not be charged and/or collected by us, on any amounts payable by you hereunder, other than any taxes imposed on our income.
2. Client Obligations
2.1 Accurate Information: You agree to provide accurate, current, and complete information during the registration process and throughout the duration of the Services. It is your responsibility to update Kindred Force Media with any changes to your information promptly. You represent and warrant that the information you provide us is true, accurate, and complete. You understand and agree that we are relying on your representations and warranties regarding your data to properly design and host your website. You are completely and solely responsible for all matters relating to the data you provide us to design your site and/or to present on it.
2.2 Content and Intellectual Property: You are solely responsible for the content you provide for your website. You must ensure that all content, including text and logos, complies with applicable laws and regulations and does not infringe upon the intellectual property rights of third parties.
2.3 Cooperation and Timely Response: You agree to cooperate with Kindred Force Media and provide timely responses, feedback, and approvals required for the design and development of your website. Delays in response or failure to provide necessary information may impact the timely delivery of the Services.
3. Payment and Billing
3.1 Sign-On Fee: The sign-on fee, listed on the intake form, must be paid in by a deposit of $1,000.00 at the time of registration to initiate the Services and $1,495.00 when your website is finalized.
3.2 Monthly Recurring Charges: Monthly recurring charges, as listed on the intake form will commence on the first of the month following the receipt of the Sign-On Fee and continue for 12 months, completing the duration of the original Term. Payment information will be kept on file in a secure PCI certified digital vault, and automatically charged at the beginning of each month of the term, for which, your consent will be required during the sign-up process.
3.3 Payment Terms: All fees and charges are non-refundable. Payments will be automatically charged to your credit card on file on the first of every month during the Term and any renewal term by Kindred Force Media. You, hereby authorize these recurring charges.
3.4 Late Payments: Late payments may result in the suspension or termination of the Services. Kindred Force Media reserves the right to charge late payment fees or interest on overdue amounts.
4. Termination
4.1 Termination by Client: If you wish to terminate the Services before the completion of the one-year service term, a written notice to support@kindredforce.com must be provided to Kindred Force Media. However, please note that no refunds will be issued for early termination. If you wish to terminate services during the renewal period, written notice to Kindred Force Media via email to support@kindredforce.com must be provided not less than 15 days prior to the next month’s renewal.
4.1(a) Early Termination Fee: If you terminate Services pursuant to section 4.1, there will be immediately due and payable by you a sum equivalent to the lesser of three (3) months of service, or the remainder of the initial 1 year Term. You acknowledge that the provisions herein contained for liquidated and agreed upon damages in the event of an early termination are bona fide provisions for such and are not penalties. You acknowledge that We will have sustained damages as a result of the early termination of Your subscription to the Services due to the nature of Our business, which damages will be substantial but will not be capable of determination with mathematical precision and, therefore, the provisions for liquidated and agreed upon damages have been incorporated into these Terms of Use is reasonable.
4.2 Termination by Kindred Force Media: Kindred Force Media may terminate or suspend the Services, in whole or in part, at any time without prior notice for any reason, including but not limited to non-payment, violation of these Terms, or suspected fraudulent or illegal activity.
5. Intellectual Property
5.1 Ownership: Kindred Force Media retains ownership of all intellectual property rights associated with the design and development of the template website, including but not limited to code, graphics, templates, and design elements, unless otherwise agreed upon in writing. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services. Client shall not, and shall not permit any other Person to, de-compile, disassemble or reverse engineer the Services or our code, graphics, templates, or design elements, or make any modifications or enhancements, without our express written consent. Client shall not input, upload or otherwise transmit to or through the Service any harmful code or any information or materials that are unlawful or injurious.
5.2 Client Content: You retain ownership of all intellectual property rights to the content you provide for your website. By providing content to Kindred Force Media, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, and display such content solely for the purpose of providing the Services.
6. Limitation of Liability
6.1 Representations and Warranties: Kindred Force Media represents and warrants that (a) the Software, Services and Deliverables will substantially comply with the applicable specifications; (b) except for any language or material provided by [Client], all Deliverables are Kindred Force Media’s original work and will not infringe, misappropriate or violate any patent, copyright, trade secret, trademark, privacy, publicity or other right of any third party; (c) the information, language, and links provided by Kindred Force Media will be accurate and current, and to the best of its knowledge, comply with any and all applicable laws and regulations; Kindred Force Media will monitor for necessary changes, and update the site accordingly, to maintain such compliance to the best of its ability.
6.2 LIMITATION OF LIABILITY: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 6.1, ALL SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND KINDRED FORCE MEDIA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, KINDRED FORCE MEDIA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR MATERIALS WILL MEET CLIENT’S SPECIFIC NEEDS OR BE COMPATIBLE WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES.
IN NO EVENT WILL KINDRED FORCE MEDIA BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SOFTWARE OR SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR BUSINESS INTERRUPTION. NOTWITHSTANDING THE FOREGOING, THE CUMULATIVE LIABILITY OF BEYOND INVESTMENTS WILL NOT EXCEED THE AMOUNT THAT BEYOND INVESTMENTS HAS RECEIVED FROM [CLIENT] FOR THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION ARISES OR SHOULD REASONABLY HAVE BEEN DISCOVERED.
7. Indemnification
Client agrees to indemnify, defend, and hold us, as well as our subcontractors and affiliates, harmless from and against any and all damages, losses and/or expenses, including reasonable attorneys’ fees, incurred in connection with any third-party claim or threatened claim that arises out of or relates to any data, materials, or information provided by or on behalf of Client, any allegations which, if true, would constitute a breach of client’s representations, warranties, covenants, or obligations under this Agreement, or any of Client’s acts or omissions in connection with this Agreement.
8. Modifications to Terms
8.1 Changes to Terms: Kindred Force Media reserves the right to modify or update these Terms at any time. Changes will be effective immediately upon posting the updated Terms on our website. It is your responsibility to review the Terms periodically.
8.2 Continued Use: Your continued use of the Services after any modifications to the Terms indicates your acceptance of the revised Terms.
9. Governing Law and Jurisdiction
9.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of Utah, without regard to its conflict of laws principles.
9.2 Alternative Dispute Resolution. Any controversy or claim greater than $15,000 arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (https://www.adr.org) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any oral hearing procedures required for arbitration will take place in Ogden, Utah. Any controversy or claim less than $15,000 arising out of or in relation to this contract, or the breach thereof, shall be settled in small claims court in Ogden, Utah. Excepted to the above, is immediate temporary or permanent injunctive relief.
10. Assignment
We may assign these Terms of Use and any Sales Order, including our respective rights and obligations, to an affiliate or a third party at our discretion. You may not assign or otherwise transfer any of Your rights, or delegate or otherwise transfer any of Your obligations or performance, under these Terms of Use, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Our prior written consent, which consent We will not unreasonably withhold or delay. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving You (regardless of whether You are a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under these Terms of Use for which Our prior written consent is required. No delegation or other transfer will relieve You of any of Your obligations or performance under these Terms of Use. Any purported assignment, delegation, or transfer in violation of this Section is void. These Terms of Use are binding upon, and inures to the benefit of, You, Your Authorized Users, and any of Your permitted successors or assigns.
11. Arbitration Award
Any award in arbitration initiated under this section shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The award of the arbitrators shall be accompanied by a reasoned opinion. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award.
12. Force Majeure
Neither You nor Us will be liable or responsible to the other party, or be deemed to have defaulted under or breached the Sales Order or these Terms of Use, for any failure or delay in fulfilling or performing any term of these Terms of Use, when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including acts of God, flood, fire, earthquake, or explosion; war, terrorism, invasion, riot, or other civil unrest; embargoes or blockades; national or regional emergency; pandemics or epidemics; strikes, labor or supply stoppages or slowdowns, or other industrial disturbances; passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition, or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation (each, a “Force Majeure Event”).
If you have any questions or concerns regarding these Terms of Use, please contact us at info@kindredforce.com.
Last updated: 03/06/24
Kindred Force Media, LLC
529 25th Street, Suite 200
Ogden, Utah 84403
