Date of last revision: July 5, 2023
Standard Terms & Conditions Between Klaia, Its Clients and Creators
The joinklaia.com website (the "Site") is comprised of various web pages operated by Klaia, Inc. a Delaware corporation ("Klaia", "Company", "we", "us" or "our"). joinklaia.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). These Terms and Conditions ("Terms") are a legally binding contract and govern your access to, and use of, the sites, tools and services, offered by us. By viewing our Site and using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you should not use the Services.
Klaia, Inc. reserves the right to amend, change or modify these Terms & Conditions at any time. No modification of these Terms by any party other than Klaia, Inc. shall be valid or enforceable against Klaia, Inc. unless expressly agreed to by Klaia, Inc. in a writing signed by an authorized Klaia, Inc. representative.
1. Using Klaia's Services
Klaia is a platform that provides tools for content creators to complete day to day administrative tasks seamlessly and to monetize their social media presence. We connect clients (such as brands and advertising agencies) ("Clients") with vetted, third party, content creators ("Creators"). You are deemed a “Creator”.
3. Electronic Communications
Visiting joinklaia.com, signing up for our Services, or sending emails to Klaia constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing. You will not be able to opt out of receiving them. You also will automatically be subscribed to our mailing lists and newsletters, which you can unsubscribe from, as these are not vital to our services or related to account issues.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Klaia is not responsible for third party access to your account that results from theft or misappropriation of your account. Klaia and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion. Accordingly, you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you promise to notify us immediately at email@example.com.
Klaia may impose limits on certain features and services or restrict Creator's access to parts or all of the Site without notice or liability.
Klaia does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. Any use of our services by anyone under the age of 13 is prohibited. If you are under 18, you may use joinklaia.com only with permission of a parent or guardian.
5. Your Account
In order to access the Services, you may be required to provide information about yourself (such as identification or contact details) from time to time, including, but not limited to, as part of the registration process for the Services, or as part of your continued use of the Services. You may also be required to provide additional information to allow us to verify your identity or your account information. You promise that any registration information you give to us will always be accurate, correct and up to date and that you will update your information with us to keep it accurate, correct and up to date.
The Service is controlled, operated and administered by Klaia from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Klaia Content accessed through joinklaia.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
6. Klaia Subscription Payment and Fees
You authorize Klaia to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Klaia know within sixty (60) days after the date Klaia charges you.
You shall be responsible for all taxes associated with the Services. If all eligible payment methods we have on file are declined or your payment otherwise fails, we may immediately cancel or revoke your access to the Services or we may contact you to ask you toprovide a new eligible payment method before your subscription will be canceled. If you provide us with anew eligible payment method and are successfully charged, your new membership period will be based on the originalrenewal date and not the date of the successful charge. If you contact your bank or creditcard company to decline or reverse the charge of fees, we may revoke your access to our Services ingeneral.
7. Cancellation/Refund Policy
You may cancel your subscription at any time. Any subscription fees or other fees charged to you are non-refundable.
Unless you cancel your subscription before a charge or notify us that you wish to cancel or do not want to auto-renew, you understand your subscription will automatically continue and you authorize us, without notice to you, unless required by applicable law) to collect the then-applicable subscription fee and any taxes, using any payment method we have on record for you.
Contact us at firstname.lastname@example.org with any questions regarding subscriptions, benefits, and monthly fees.
8. Klaia Marketplace: Creator Acceptance; Services; Payment; Disputes.
(a) Social Media Accounts. Creator is the owner of “Social Media Accounts” provided to the site when signing up, and also the producer/ creator/ authorized licensee of content that appears therein.
(b) Acceptance of Project. By submitting an application for any Client project, the Creator agrees that, if they are selected by the Client for the applicable project, they are bound to fully perform the project.
(c) Client Terms and Conditions. To the extent the Client or Klaia includes any additional terms and conditions in the creative brief or contract, creator acknowledges they are bound by such terms and conditions.
(d) Services. Creator acknowledges and agrees to deliver all content, which shall include, but is not limited to, posts, videos, or any other promotional material.
(e) Deliverable. A URL or link, provided by Company and/or Brand, for the purpose of promoting the Brand's products or services on Creator’s Social Media Accounts. Creator may choose to promote the posted link on their Social Media Accounts through Content (as defined below), captions, call-to-action statements, or other suitable means as agreed upon by both parties. Creator shall ensure that the posted link is easily accessible and clickable by their audience, directing them to the specified destination page determined by Company and/or Brand.
The Deliverable provided to Creator shall solely be used in relation to the Social Media Channels approved by Company.
Creator may post the received links as soon as they are received, without the need for prior review by the Brand. The foregoing notwithstanding, if Creator intends to include the posted links within Content, Creator shall adhere to the review procedures as outlined in the ‘Review' section of this Agreement.
Creator will be performing the Services independently of Company and will be solely responsible for any costs required to perform the Services and for determining the manner, means, and timing of the performance of its responsibilities hereunder so long as the services provided by Creator are within the scope of the Services contracted for pursuant to the terms herein
(f) Review. If Creator chooses to promote the Brand's products or services through created content, they shall adhere to the following review process: Creator shall submit the “Content”, which shall include, but is not limited to, posts, videos, or any other promotional material, to Company for review and approval at least 24 hours prior to the intended posting time. The Content submission shall include all relevant elements, such as captions, visuals, hashtags, and any associated links or URLs, as agreed upon by both parties.Company and Brand shall review the submitted Content within a reasonable timeframe and provide feedback or approval to the Creator.If Company or Brand requests modifications to the Content, the Creator shall promptly make the necessary adjustments in accordance with Company or Brand's feedback and resubmit the revised Content for final approval.Creator shall not post or publish the Content until it has been approved by Company or Brand in writing (email or direct messaging sufficing).
(g) Payment. Creator shall be compensated based on the number of clicks received on the URL provided to them (the “Fee”), subject to the following terms:
Creator shall be paid at a Cost-Per-Click (“CPC”) rate of no less than $0.25 per click generated through the provided URL (“Guaranteed Rate”). However, it is understood and agreed that the Guaranteed Rate is applicable only to clicks generated by audiences within the United States ("US").
Creator understands and accepts that the actual compensation for clicks generated outside the US may be lower than the Guaranteed Rate, and the Creator shall have no claim or entitlement to receive compensation at the Guaranteed Rate for clicks generated outside the US. Neither Company, nor Brand, shall be responsible for guaranteeing or determining any specific rate for clicks generated outside the US.
The rates for CPC are dynamic and subject to change. Creator understands and agrees that there may be discretionary adjustments to the CPC rates.
Brand reserves the right to opt out of its placement in the Creator's inventory at any time during the Term of this Agreement. Company shall provide written notice to Creator indicating its intention to opt out, and such notice shall be effective upon receipt by Creator. In the event of an opt-out, Creator shall not be entitled to any compensation for clicks or engagements generated after the effective date of the opt-out notice.
The CPC rates shall be updated daily to reflect the most current rates applicable to the Campaign.
A click tracking mechanism or system to accurately track the number of clicks generated through the URL shall be maintained on Creator’s behalf. The click data provided by the tracking mechanism shall be the basis for determining the compensation owed to Creator.
Creator shall be responsible for all withholdings, taxes, agency and/or other fees, including PayPal fees (2.9% of total compensation), due on and/or in connection with total compensation payable by Client. Creator has no recourse against Klaia for any Client’s failure to pay or otherwise perform the terms and conditions of any agreement with Creator.
Creator acknowledges that Creator shall be solely responsible for the payment of any and all taxes in connection with this Agreement, including but not limited to federal and state income taxes, FICA, federal and state unemployment insurance contributions, and State Disability Insurance premiums, if applicable, from the fees earned by Creator hereunder, and Creator hereby agrees to indemnify Company fully for any such taxes, fees, penalties and/or interest charges for which Company is held liable by reason of any re-characterization of Creator as an employee of Company by any taxing authority, including, but not limited to, employer's share of FICA.
Company will issue payment of the Fee within thirty (30) days of Company’s receipt of payment from Brand for the Campaign. Company is not responsible for delays to banking payment processing (i.e. ACH payments can take up to 7 business days to process).
Company may, in its sole discretion, feature content Creator makes under this Agreement on Company’s website, social media platforms, in emails, on its mobile app, or on other marketing platforms.
Notwithstanding the foregoing, Creator understands and agrees that the accumulated earnings must reach a minimum threshold of One Hundred Dollars ($100.00) ("Minimum Payout Threshold") before a payout will be issued. If Creator's accumulated earnings do not reach the Minimum Payout Threshold in any given payout period, the Creator's earnings will roll over to the subsequent payout period(s) until the Minimum Payout Threshold is met. Once Creator's accumulated earnings reach the Minimum Payout Threshold, a payout will be issued in accordance with the payment terms as defined in this Agreement.
(h) Morals. If Creator, or any entity or individual rendering services in connection with Creator or participating in the creation of Content, acts in a way that brings Creator into public disrepute, contempt, scorn or ridicule; materially diminishes the value of the Content or the Deliverables; or affects adversely the value or reputation of Company, Brand, or another a company affiliated with Company or Brand, including, but not limited to, any advertiser, advertising agency or any company or brand included in the Creative Brief, Company will have the right, exercisable in its sole discretion, to immediately terminate this Agreement fully or partially, and Creator will promptly provide Company with a prorated refund of all fees paid for services or license rights not yet received or used. Termination of this Agreement shall be without prejudice to any remedy of Company, including, without limitation, injunctive relief and/or damages for breach to the extent that the same may be recoverable. In the event Company elects to terminate the Agreement, fully or in part, in accordance with this section, Company’s payment obligations to Creator shall be extinguished.
(i) Loan-Out. If a loan-out company (“Lender”) furnishes Creator’s services hereunder, Lender and Creator hereby agree as follows: (a) Company will and hereby does engage Lender to furnish the Services hereunder; (b) Lender will cause Creator/ Content Channel to render the Services described herein and to comply with the terms and conditions hereof; (c) all sums payable to Creator hereunder will be paid by Company to Lender, and in this regard Creator agrees that Creator’s services will be rendered as an employee of Lender, and Creator further agrees to look solely to Lender for the payment of compensation to which Creator may be entitled by reason of this Agreement or any services rendered by Creator pursuant hereto; (d) Lender will make and assume full responsibility for, and fully indemnify and hold Company and Company’s third party accounts payable harmless from and against, the payment of all taxes, penalties and other similar sums (including without limitation reasonable outside attorneys’ fees incurred in connection therewith as well as the payment of employer's and employee's shares of all required taxes, the payment of required income taxes and/or other required amounts) arising out of the compensation provided for hereunder and in no event will Company withhold any amounts otherwise due and payable to Creator hereunder; (e) all references herein to “Creator” will be deemed to apply to “Lender and Creator”, and Lender and Creator will be jointly and severally liable for any default by Creator or failure by Creator to comply with all of Creator’s obligations hereunder.
Company acknowledges and agrees that, as between Company and Creator, Creator owns all right, title, and interest in and to all copyrights, trademarks, and other proprietary and intellectual property rights embodied in the content, except for any Company and Brand materials incorporated therein.
The foregoing notwithstanding, Creator agrees that it has no right, title, or interest in Company's and/or Brand’s trademarks, logos, copyrights, or other intellectual property. The sole exception is that Creator is granted the limited, revocable right to use those Company and/or Brand’s trademarks necessary to complete the Deliverables and/or Content. Creator shall not use Company's and/or Brand’s trademarks, logos, copyrights, or other intellectual property in any other way.
Content Creator hereby grants a non-exclusive, royalty-free license to Company throughout the Territory ("the universe"), including, without limitation, the right, to use the Content, the Content Creator’s name, trademark, Social Media Channel identification information, logo, registered marks if any, names of properties, likeness, etc. of any entity or individual rendering services in connection with a Campaign, solely for the purpose of advertising and publicizing Company and Company’s services, and to represent Company as representative of any ad inventory/ad units/sales opportunities. Creator represents, warrants and covenants and agrees that any content created in performance of the Services will be original and not infringe upon any third party’s intellectual property rights, including but not limited to copyright, trademark and/or patent rights.
10. FTC Disclosure Compliance
Creator represents and warrants that Creator has complied and will comply with all applicable law, including those promulgated by the Federal Trade Commission in 2020 (“FTC”), such as the disclosure and use requirements presently accessible at https://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements (“Guidelines”). Further, when discussing Brand via any social media platform, including status updates, tweets, posts, or any other pieces of content, Creator must make the material connection with Brand known within the statement by tagging Brand to each piece of content. In performing the Services, Creator shall comply with the production guidelines set forth herein.
11. Confidential Information and Non-Exclusivity
Klaia may furnish Confidential Information (as defined below) to Creator solely as is necessary to enable Creator to perform the services and for no other purpose or use. “Confidential Information” shall mean all confidential, proprietary or non-public information (whether written, oral or in another medium) furnished to Creator by Client or Klaia. Creator shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than commercially reasonable care. Creator recognizes that irreparable harm will result from any breach or threatened breach of this section and, in such event, Klaia and/or Client shall have the right to equitable relief, including injunctive relief, without the need to secure a bond. This section shall survive the termination or expiration of these Terms for any reason and is cumulative of all other rights.
Creator may perform services for additional persons, or companies provided such other services do not interfere with Creator’s full performance of the Services Creator has agreed to perform. Creator shall not post any negative or derogatory content about Company or Client or Client's products during the Term or for one (1) year after the Term has lapsed or this Agreement has been terminated.
12. Creator Warranties and Disclaimers
Creator represents and warrants that Creator is not under any existing obligation that would inhibit or prevent Creator from performing the Services. None of the acts, services or materials, including original content and Custom Materials, delivered, provided, created and/or modified by Creator shall or will violate, infringe or misappropriate the rights of any third party, or contain any material that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable. Creator’s services will be of a highly professional nature, performed with skills necessary to carry out the services as contemplated under these Terms, and that Creator has sufficient right, title and interest in and to Custom Material and Custom Material to make all assignments (and grant all licenses) hereunder; and all acts, services and materials provided hereunder are in compliance with all applicable federal, state and local laws and regulations.
Creator agrees that use of the Site is at Creator's sole risk. The Site is provide on an "as is" and "as available" basis without warranties of any kind, either expressed or implied.
To the fullest extent permissible pursuant to applicable law, Klaia, its officers, directors, employees, and agents, disclaim all warranties, expressed or implied, included, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Klaia does not warrant that the Site will meet creator's requirements, or that the platform will be uninterrupted or error-free. Klaia does not warrant, endorse, guarantee, or assume responsibility for any services, products, materials.
13. Independent Contractor Relationship
The parties agree that Creator is acting as an independent contractor in performing the Services pursuant to this Agreement. Creator agrees and acknowledges that it is not an agent or employee of Klaia and/or Client and is not authorized to act as an agent or employee of Klaia and/or Client. Under no circumstances shall Creator look to Klaia and/or Client as its employer, or as partner, agent, or principal.
14. Third Party Sites, Services and Accounts
Klaia may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Klaia and Klaia is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Klaia is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Klaia of the site or any association with its operators, unless stated otherwise.
Certain services made available via joinklaia.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the joinklaia.com domain, you hereby acknowledge and consent that Klaia may share such information and data with any third party with whom Klaia has a contractual relationship to provide the requested product, service or functionality on behalf of joinklaia.com users and customers.
You will be able to connect your Klaia account to third party accounts. By connecting your Klaia account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
15. Changes to Terms, Services of Pricing
Klaia reserves the right, in its sole discretion, to change the Terms under which joinklaia.com is offered. The most current version of the Terms will supersede all previous versions. Additionally, we may change or stop providing the Services at any time. All new features, including the release of new tools and resources, will be subject to these Terms. All changes will take effect immediately across the Services when posted on www.joinklaia.com. Continued use of the Services after any such changes shall constitute your consent to said changes to these Terms.
16. No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Klaia or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Klaia content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Klaia and the copyright owner. You agree that you do not acquire any ownership rights in any protected content.
The sole exception is that Creator is granted the limited, revocable right to use the Company and/or Brand’s trademarks necessary to complete the Deliverables and/or Content. Creator shall not use Company's and/or Brand’s trademarks, logos, copyrights, or other intellectual property in any other way.
17. Use of Communication Services
The Site may contain chat areas, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with clients or brands (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
You agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
Klaia has no obligation to monitor the Communication Services. However, Klaia reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Klaia reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever. Klaia reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Klaia's sole discretion.
Klaia does not control or endorse the content, messages or information found in any Communication Service and, therefore, Klaia specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
18. Materials Provided to joinklaia.com or Posted on Any Klaia Web Page
Klaia does not claim ownership of the materials you provide to joinklaia.com (including feedback and suggestions) or post, upload, input or submit to any Klaia Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Klaia, our affiliated companies and necessary sublicensees, permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Klaia is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Klaia's sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
You agree to indemnify, defend and hold Klaia, Brand, its officers, directors, employees, agents and third parties, harmless for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Klaia reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Klaia in asserting any available defenses. Klaia's liability to Creator under this Agreement shall be limited to $1,000 USD, and in no event shall the Company be liable for any special or consequential damages or attorneys’ fees or costs.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
21. Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Klaia agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
22. Liability Disclaimer
The information, software, products, and services included in or available through the site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Klaia, Inc. and/or its suppliers may make improvements and/or changes in the site at any time. Klaia, Inc. does not provide legal, accounting or tax advice.
Klaia, Inc. and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the site are for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics contained on the site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided "as is" without warranty or condition of any kind. Klaia, Inc. and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title or non-infringement.
To the maximum extent permitted by applicable law, in no event shall Klaia, Inc. and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages, or any damages whatsoever, including, without limitation, damages for loss of use, data, or profits. Arising out of or in any way connected with the use or performance of the site, with the delay or inability to use the site or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the site, or otherwise arising out of the use of the site, whether based on contract, tort, negligence, strict liability or otherwise, even if Klaia, Inc. or any of its suppliers has been advised of the possibility of damages.
23. Termination/Access Restriction
Klaia reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Ohio and you hereby consent to the exclusive jurisdiction and venue of courts in Ohio, except as provided in the Arbitration provision above, in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Klaia as a result of this agreement or use of the Site. Klaia's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Klaia's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Klaia with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Klaia with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Klaia with respect to the Site.
24. Acknowledgement of Understanding
Creator acknowledges that Creator has been given an opportunity to review this Agreement, that Creator understands and voluntarily accepts each and all of the terms and provisions contained herein, and that they have either consulted with an attorney regarding any questions it may have or have voluntarily elected not to do so. Creator acknowledges and agrees that the agreements, representations, warranties and terms herein constitute a material inducement to Company to enter into this Agreement with Creator.
25. Contact Us
Klaia welcomes your questions or comments regarding the Terms:
7050 W Palmetto Park Rd, Suite 15 - 358
Boca Raton, Florida 33433