Terms & Conditions

Last Updated: 11/05/2021.

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT CAREFULLY. BY ACCESSING OR USING OUR WEBSITE (THE “SITE”) OR OUR SERVICES, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IT IS THE RESPONSIBILITY OF YOU, THE USER, CUSTOMER, OR PROSPECTIVE CUSTOMER TO READ THE TERMS AND CONDITIONS BEFORE PROCEEDING TO USE THIS SITE. IF YOU DO NOT EXPRESSLY AGREE TO ALL OF THE TERMS AND CONDITIONS, THEN PLEASE DO NOT ACCESS OR USE OUR SITE OR OUR SERVICES.

The present terms and conditions (this “Agreement” or “Terms”) is a legal agreement between you  and KDG Advertising

(hereinafter ” KDGA”), a company duly organized and validly existing, located at 6700 Alexander Bell Dr, Columbia, Maryland 21046. This Agreement annuls and voids all previous agreements.

OVERVIEW

The Site (KDGA.net) is operated by KDGA. Throughout the Site, the terms “we”, “us” and “our” refer to KDGA. KDGA offers this Site, including all information, tools, and services available from this Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

By visiting our Site and/or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions, including those additional terms and conditions and policies referenced herein and/or available by hyperlink.  These terms apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.  In the event of an inconsistency between this Agreement and any additional terms or policies referenced herein, the provisions of the additional terms or policies shall be controlled.

Please read these Terms carefully before accessing or using our Site. By accessing or using any part of the Site, you agree to be bound by these terms. If you do not agree to all the terms of this Agreement, then you may not access the Site or use any Service. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Any new features or tools which are added to the current store shall also be subject to the terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes.

Defintions

AGREEMENT: the entire content of this Basic Terms and Conditions document.

CLIENT CONTENT: all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

COPYRIGHT(S): the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

DELIVERABLE(S): the services and work products specified in the Proposal to be delivered by Agency to Client, in the form and media specified in the Proposal.

AGENCY TOOLS:  all design tools developed and/or utilized by Agency in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrighted concepts such as website design, architecture, layout, navigational and functional elements.

FINAL WORKS: all creative content developed by Agency, or commissioned by Agency, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Agency’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

FINAL DELIVERABLES: the final versions of Deliverables provided by Agency and accepted by Client.

PRELIMINARY WORKS: all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by KDGA and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works

PROJECT: the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

SERVICES: all services and the work product to be provided to Client by Agency as described and otherwise further defined in the Proposal.

THIRD-PARTY MATERIALS: proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

TRADEMARKS: trade names, words, symbols, designs, logos, or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

WORKING FILES: all underlying work product and digital files utilized by Agency to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

SECTION 1 - GENERAL TERMS

By agreeing to these terms, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Site.

You may not use our products or Site for any illegal or unauthorized purpose nor may you, in the use of our products or Site, violate any laws in your jurisdiction (including but not limited to motor vehicle laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the terms will result in an immediate termination of your account and right to use our Service. We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

  1. Restrict, suspend or terminate your access to all or any part of our Site;
  2. Change, suspend or discontinue all or any part of our products or Site;
  3. Refuse, move, or remove any content that is available on all or any part of our Site;
  4. Deactivate or delete your accounts;
  5. Establish general practices and limits concerning the use of our Site.

You agree that we will not be liable to you or any third party for taking any of these actions.

You understand and agree that our Site may include communications such as service announcements and administrative or legal notices from us. Please note that you cannot opt-out of receiving these notices.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to the technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, use of the Site, or access the Site or any contact on the Site, without express written permission by us.

You may 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. KDGA content is not for resale. Use of the Site does not entitle users 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 KDGA and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of KDGA or our licensors except as expressly authorized by these Terms.

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Agency are the property of the Client provided: (1) such Work Product is accepted in writing by the Client within twelve (12) months of being proposed by Agency; and (2) Client pays all fees and costs associated with creating and, where applicable, producing such Work Product. Work Product that does not meet the two foregoing conditions shall remain Agency’s property.

Notwithstanding the previous, it is understood that Agency may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensors at the conclusion of the term of the license. In such instances, Client agrees that it remains bound by the terms of such licenses. Agency will keep Client informed of any such limitations.

SECTION 2 - USE OF SERVICE

ACCESS

During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide your Users access to use our Free Services at any time by activating them in your KDGA account. We might provide some or all elements of the Subscription Service through third-party service providers. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Consulting Services purchased under this Order; provided that, all such access, use, and receipt by your Affiliate’s Users are subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.

ADDITIONAL FEATURES

You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your KDGA account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your KDGA account.

LIMITS

The limits that apply to you will be specified in your Order Form, this Agreement, or in our Product and Services Catalog, these limits may also be designated only from within the product itself.

DOWNGRADES

Depending on your KDGA product, you may be entitled to downgrade your subscription.

MODIFICATIONS

CUSTOMER SUPPORT

For information on the customer support terms that apply to your subscription, please contact customer support at support@kdga.net

PROHIBITED AND UNAUTHORIZED USE

You will not use the Subscription Service in any way that violates the terms of this Agreement or for any purpose or in any manner that is unlawful or prohibited by this Agreement.

CLIENT RESPONSIBILITY

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Agency; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Agreement; (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors; and (d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

 

You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account by contacting support@kdga.net

 

NO SENSITIVE INFORMATION

 

YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

 

PROGRESS REPORTS

 

KDGA Shall contact or meet with the client on a mutually acceptable schedule to report all tasks, problems encountered, and recommend changes relating to the development and testing of the deliverables. KDGA shall inform the client promptly by telephone or email upon discovery of any event or problems that may significantly delay the development of work.

 

REPRESENTATIVE

 

In order to avoid miscommunication, the Client and KDGA shall appoint sole representatives with full authority to provide or maintain any necessary information and approvals that may be required by KDGA (the “Client Representative/Agency Representative”).  The Client and Agency Representative shall be responsible for coordination and review of the Agency’s services an notifying the Agency of Client instructions, change orders and approvals. Neither party shall have any obligation to consider for approval or respond to material submitted other than through the designated representative. Each party has the right to change its designated person, upon 30 days notice to the other. Notice must be submitted in writing informing the other of the name and contact information of the new representative.

 

RELATIONSHIP OF THE PARTIES

 

KDGA is an independent contractor, not an employee of Client or any company affiliated with Client. Agency shall provide the Services under the general direction of Client, but Agency shall determine, in Agency’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture where either party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

 

Agency shall be permitted to engage and/or use third party creatives or other service providers as independent contractors in connection with the services described in Schedule 2 (“Design Agents”). Notwithstanding, Agency shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

 

COMMERCIAL REUSE OF SERVICES

 

The members or users herein agree not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to KDGA’s sites.

SECTION 3 - PAYMENT TERMS

PAYMENT INFORMATION

 

You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your KDGA account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a KDGA customer that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

 

FEES

 

Client shall pay Agency’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of pocket expenses including but not limited to costs for; postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Agency’s standard markup of twenty five percent (25%), and, if applicable, a mileage reimbursement at $0.57 cents per mile, (b) travel expenses including transportation, meals, and lodging, incurred by Agency with Client’s prior approval.

 

BILLING SCHEDULE; NO REFUNDS

 

For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open account; however, the service will remain active for the length of the paid billing period.

 

In order to treat everyone equally, no exceptions will be made.

 

SUBSCRIPTION FEE

 

The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your applicable limits (see the ‘Limits’ section above), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products,  or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. For more information about how your fees may be otherwise adjusted, email Info@KDGA.net

 

SUBSCRIPTIONS

 

If you purchase a Subscription, you will be charged the annual Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each year thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE KDGA TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, KDGA will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or KDGA. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

 

FEE ADJUSTMENTS AT RENEWAL

 

Upon renewal, we may increase your fees up to our then-current list price display in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

 

PAYMENT BY CREDIT CARD

 

If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

 

PAYMENT AGAINST INVOICE

 

If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

 

SALES TAX

 

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.  If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST.

 

WITHHOLDING TAX

 

If you are required to deduct or withhold tax from payment of your KDGA invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).

 

You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

 

ADDITIONAL COSTS

 

The Project pricing includes Agency’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.

 

AUTHORIZATION

 

By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for KDGA.

 

TERMINATION

 

As a member of KDGA.net, you may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request.

 

As a member, you agree that KDG Advertising may, without any prior written notice, immediately  suspend,  terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:

 

  1. any breach or violation of our Terms or any other incorporated agreement, regulation and/or guideline;
  2. by way of requests from law enforcement or any other governmental agencies;
  3. the discontinuance, alteration and/or material modification to our Services, or any part thereof;
  4. unexpected technical or security issues and/or problems;
  5. any extended periods of inactivity;
  6. any engagement by you in any fraudulent or illegal activities; and/or
  7. the nonpayment  of  any  associated  fees  that  may  be  owed  by  you  in  connection  with  your KDGA account

 

Furthermore, you herein agree that any terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.

 

  1. The termination of your account with KDGA.net shall include any and/or all of the following:
  2. the removal of any access to all or part of the Services offered within KDGA.net ;
  3. the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
  4. the barring of any further use of all or part of our Services.

 

CANCELLING YOUR SUBSCRIPTION

 

You may cancel your subscription for a full refund within ten (10) calendar days of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a transaction, we reserve the right to cancel your transaction for any reason; if we cancel your transaction we will refund any payment you have already remitted to us for such transaction. Without limiting the foregoing, you may cancel your subscription at any time, but please note that such cancellation will be effective at the end of the then-current subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to Info@KDGA.net. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current subscription period. If you cancel, your right to use the Services will continue until the end of your then-current subscription period and will then terminate without further charges.

 

TERM AND RENEWAL

 

Your initial subscription term will be specified in your Order, and, unless otherwise specified in your order, your subscription will automatically renew for the shorter of the subscription term or one year.

 

NOTICE OF NON-RENEWAL

 

Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the KDGA product and edition you have subscribed to. For more information on non-renewal notice periods, please email: billing@kdga.net

 

If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your KDGA account, or by emailing us at billing@kdga.net, as applicable.

 

EARLY CANCELLATION

 

You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.

 

ACCOUNT CANCELLATION

 

It is your responsibility to properly cancel your account with KDGA. You can cancel your account at any time by going into your Settings. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel accounts in response to an email or phone request.

 

UPON CANCELLATION

 

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your spaces within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your account is canceled.

 

Upon request, we will make a reasonable effort to provide an account owner with a copy of your lawful, non-infringing account contents after account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.

 

KDGA MAY TERMINATE

 

KDGA has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. KDGA reserves the right to refuse service to anyone for any reason at any time.

 

RELEASE

 

In the event you have a dispute, you agree to release KDG Advertising(and its officers, directors, employees, agents, parent subsidiaries,  affiliates,  co-branders,  partners, and any other third parties)  from claims,  demands, and damages  (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

 

SURVIVAL

 

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

 

MEDIA PLACEMENT COMMITMENT

 

For details of KDGA’s Media Placement Commitment, please see the Media Placement Terms (Link to separate terms) or email marketing@KDGA.net.

SECTION 4 - COMMUNICATION AND SUPPORT

Our office hours are Monday through Friday 9:00 AM to 5:30 PM (EST).  E-mail, chat through KDGA.net, and video-conferencing are to be the primary forms of communication between you and KDGA. KDGA is available for phone calls during office hours only.  Video-conferencing must be pre-scheduled. Cancellation requires a minimum of 24 hours advance notice.

 

CUSTOMER & TECHNICAL SUPPORT

 

Support will be handled through email, our online support team and prescheduled and authorized video conferencing and email.

 

FEEDBACK

 

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

 

CONTRIBUTIONS TO COMPANY WEBSITE

 

KDG Advertising may provide an area for our users and members to contribute feedback to our website. When you submit ideas, documents, suggestions, and/or proposals (“Contributions”) to our site, you acknowledge and agree that:

  1. Your contributions do not contain any type of confidential or proprietary information;
  2. KDGA shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;
  3. KDGA shall be entitled to make use of and/or disclose any such contributions in any such manner as they may see fit;
  4. The contributor’s Contributions shall automatically become the sole property of KDGA; and

KDGA is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.

SECTION 5 - CREATING AN ACCOUNT

Once you create an account with us, you are registered on the KDGA Site.  The terms “member,” “membership,” and “account” all refer to this registration as a member on KDGA’s Site. If you are merely surfing or browsing through the Site and have not yet created an account, your use of the Site is still subject to this Agreement; if you do not agree to this Agreement, do not use the Site.

 

When you create an account, you will provide a unique username and email.  We will also ask you to create a password. Because any activities that occur under your username or password are your responsibility, it is important for you to keep your username and/or password secure. You may not be assigned or otherwise transfer your account to any other person or entity. You acknowledge that KDGA is not responsible for third party access to your account that results from theft or misappropriation of your account. Notify us immediately if you believe that someone has used your username, email, or password without your authorization.

 

Furthermore, the registering party hereby acknowledges, understands and agrees to:

  1. Furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and
  2. Maintain and promptly update your registration and profile information to maintain accuracy and completeness.

If anyone knowingly provides any information of a false, untrue, inaccurate, or incomplete nature, KDG Advertising will have sufficient grounds and rights to suspend or terminate the member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of KDG Advertising Services, or any portion thereof.

SECTION 6 - CONDUCT

As a user or member of the Site, you herein acknowledge, understand, and agree that all information, text, software, data, photographs, music, video, messages, tags, or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the KDGA Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by KDGA.

 

Furthermore, you herein agree not to make use of KDG Advertising’s Services for the purpose of:

 

  1. Uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive,  harassing,  tortuous,  defamatory,  vulgar,  obscene,  libelous,  or  invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
  2. Causing harm to minors in any manner whatsoever;
  3. Impersonating any  individual  or  entity,  including,  but  not  limited  to,  any KDGA officials,  forum  leaders,  guides  or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity
  4. Forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
  5. Uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
  6. Uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or according to any contractual or fiduciary relationship;
  7. Uploading, posting,  emailing,  transmitting,  or  otherwise  offering  any  unsolicited  or  unauthorized  advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;
  8. uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
  9. Disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users’ ability to participate in any real time interactions;
  10. Interfering with or disrupting any KDG AdvertisingServices, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
  11. Intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
  12. Providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a “foreign terrorist organization” in accordance to Section 219 of the Immigration Nationality Act;
  13. “Stalking” or with the intent to otherwise harass another individual; and/or
  14. Collecting or storing of any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

KDG Advertising herein reserves the right to pre-screen,  refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the Terms or which would otherwise be considered offensive to other visitors, users, and/or members.

 

KDG Advertising herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:

 

  1. Compliance with any legal process;
  2. Enforcement of the Terms;
  3. Responding to any claim that therein contained content is in violation of the rights of any third party;
  4. Responding to requests for customer service; or
  5. Protecting the rights, property, or personal safety of KDG Advertising, its visitors, users, and members, including the general public.

 

KDG Advertising herein reserves the right to include the use of security components that may permit digital information or material to be protected,  and that such use of information and/or material is subject to usage guidelines and regulations established by KDG Advertising or any other content providers supplying content services to KDG Advertising.  You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.

SECTION 7 - GLOBAL USE; EXPORT/IMPORT COMPLIANCE

Due to the global nature of the internet, through the use of our network you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable content.  Uploading, posting and or transferring of software, technology and other technical data may be subject to the export and import laws of the United States and possibly other countries. Through the use of our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Furthermore, you state and pledge that you:

 

  1. Are not on the list of prohibited individuals which may be identified on any government export exclusion report (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) nor a member of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;
  2. Agree not to transfer any software, technology or any other technical data through the use of our network Services to any export-prohibited country;
  3. Agree not to use our website network Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and
  4. Agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of the U.S. or other applicable export and/or import laws.
SECTION 8 - CONTENT

SUBMITTED CONTENT. KDG Advertising shall not lay claim to ownership of any content submitted by any visitor, member, or user, nor make such content available for inclusion on our website Services. Therefore, you hereby grant and allow for KDG Advertising the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:

 

  1. The content submitted or made available for inclusion on the publicly accessible areas of KDG Advertising’s Sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network  Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of KDG Advertising’s sites, and shall terminate at such time when you elect to discontinue your membership.
  2. Photos, audio, video, and/or graphics submitted or made available for inclusion on the publicly accessible areas of KDG Advertising’s sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of KDG Advertising’s sites and shall terminate at such time when you elect to discontinue your membership.
  3. For any other content submitted or made available for inclusion on the publicly accessible areas of KDG Advertising’s sites,  the continuous,  binding, and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.

 

Those areas which may be deemed  “publicly accessible”  areas of KDG Advertising’s  Sites are those such areas of our network properties that are meant to be available to the general public,  and which would include message boards and groups that are openly available to both users and members. However, those areas which are not open to the public, and thus available to members only, would include our mail system and instant messaging.

 

GENERATED CONTENT

 

Subject to your compliance with these Terms, KDGA hereby grants you a non-exclusive, worldwide, license, with the right to sublicense, to use, copy, modify, sell, create derivative works based upon, distribute, publicly display, and publicly perform Generated Content for your lawful business purposes.

 

CHANGES TO CONTENT, TESTING, AND ACCEPTANCE

 

Agency will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections before providing Deliverables to the Client. Client, within seven (7) business days of receipt of each Deliverable, shall notify Agency, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Agreement, or of any other objections, corrections, changes, or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change, or amendment, and KDGA will undertake to make the same in a commercially timely manner. Any objections, corrections, changes, or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the Client, the Deliverable shall be deemed accepted. If a client deliverable – such as input, approvals, or payment is late more than five (5) business days, the project will be considered “on hold”. Once the deliverable is received and the project is re-activated, it will be scheduled based on Agency’s current workload and availability.

 

ALTERATIONS

 

Any electronic alteration of artwork or graphic design compromising the deliverables (color shift, mirroring, flopping, combination cut-and-paste common deletion) is prohibited without the express permission of the designer. The designer will be given the first opportunity to make any of the client’s required unauthorized alterations shall constitute additional use and will be billed accordingly.

 

 

APPROVAL OF WORK

The client has the responsibility to proofread and examine all work produced during the Project. Failure to promptly notify KDGA shall constitute a breach of contract by the Client and any claim arising out of such errors. Therefore, the Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout, or other errors discovered during or after printing or reproduction, or for any work or services performed by any party selected by the Client.  In the event the Client determines there are errors in the work produced during the Project, Client shall notify Agency of any errors within of Client’s determination. Authorization of final proof approval relinquishes Agency of any liability.

 

TIMING

 

Agency will prioritize performance of the Services as may be necessary or as identified in this Agreement and will undertake commercially reasonable efforts to perform the Services within the time(s) described in Schedule 2. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Agency. The Agency shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Agency’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Agreement and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition, or Agency’s obligations under this Agreement.

 

HOSTING

 

KDGA will do its best to make sure websites hosted with us will be live. If you experience excessive downtime you are not under contract and can cancel your account and request a refund for the last month’s payment. Data stored with KDGA is intended for distribution on the web and data stored as a backup will be removed. KDGA provides up to 20 gigabytes of storage for media and up to 10 thousand visitors on a basic blog and 25 thousand visitors to an advanced blog per month. Media & file storage is limited to content meant for the web. Storage for backups and archived content is not permitted, and such content is subject to automatic removal from our servers

 

LINKS

 

Either KDG Advertising or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising, or any other materials, on or available from such third- party sites or resources. Furthermore, you acknowledge and agree that KDG Advertising shall not be responsible or liable, directly or indirectly,  for any such damage or loss which may be a  result of,  caused, or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.

SECTION 9 - INDEMNITY

All users and/or members agree to insure and hold KDG Advertising, our subsidiaries, affiliates, agents, employees, officers, partners, and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a  member or user of our Site may submit, post, modify, transmit or otherwise make available through our Services, the use of KDGA Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.

SECTION 10 - PROPRIETARY RIGHTS

You do hereby acknowledge and agree that KDG Advertising’s  Services and any essential software that may be used in connection with our Services (“Software”) shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents, or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by KDG Advertising or such applicable licensors, you agree not to alter, modify, lease, rent, loan,  sell,  distribute,  transmit,  broadcast,  publicly perform, and/or created any plagiarist works which are based on KDG Advertising  Services (e.g. Content or Software), in whole or part.

 

KDG Advertising hereby grants you a personal, non-transferable, and non-exclusive right and/or license to make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sub-license, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by KDG Advertising for use in accessing our Services.

SECTION 11 - WARRANTY DISCLAIMERS & REPRESENTATIONS

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

 

  1. THE USE  OF KDG ADVERTISING SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS.   KDG ADVERTISING AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES  OF ANY  KIND  WHETHER  EXPRESSED OR IMPLIED,  INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE,  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

  1. KDG ADVERTISING AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) KDG ADVERTISING SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) KDG ADVERTISING SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE KDG ADVERTISING  SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv)  QUALITY OF ANY PRODUCTS, SERVICES,  ANY INFORMATION OR OTHER  MATERIAL  WHICH  MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR  SERVICES   OR   SOFTWARE   WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
  2. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF KDG ADVERTISING SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES  OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER  AND/OR  INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
  3. NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM KDG ADVERTISING OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
  4. A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW, OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

 

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE AND OUR LICENSORS EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We and our licensors make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content on the Services.

 

WARRANTY DISCLAIMER & REPRESENTATION

 

All rights of the Client herein are conditioned on the Agency’s receipt of full payment.  A monthly service charge of 1.5 percent is payable on all overdue balances. Payments will be credited first to late payment charges, and next to the unpaid balance. The client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.

 

Agency reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

SECTION 12 - LIMITATION OF LIABILITY

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT  KDG ADVERTISING AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT  LIMITED  TO,  DAMAGES  WHICH  MAY  BE  RELATED  TO  THE  LOSS  OF ANY  PROFITS,  GOODWILL,  USE,  DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR AND RESULT FROM:

 

  1. THE USE OR INABILITY TO USE OUR SERVICE;
  2. THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
  3. UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
  4. STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
  5. AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.
SECTION 13 - NOTICE

KDG Advertising may furnish you with notices, including those with regards to any changes to the Terms, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means known or any which may be hereinafter developed. Any such notices may not be received if you violate any aspects of the Terms by accessing our Services in an unauthorized manner. Your acceptance of this Agreement constitutes your agreement that you are deemed to have received any notices that would have been delivered had you accessed our Services in an authorized manner.

SECTION 14 - INTELLECTUAL PROPERTY RIGHTS

You herein acknowledge, understand, and agree that all of the KDG Advertising trademarks, copyright, trade name, service marks, and other KDG Advertising logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of KDG Advertising. You herein agree not to display and/or use in any manner the KDG Advertising logo or marks without obtaining KDG Advertising’s prior written consent.

 

KDG Advertising will always respect the intellectual property of others, and we ask that all of our users do the same. With regards to appropriate circumstances and at its sole discretion, KDG Advertising may disable and/or terminate the accounts of any user who violates our Terms and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property right have been otherwise violated, you should provide us the following information:

 

  1. The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
  3. A description of the location of the site which you allege has been infringing upon your work;
  4. Your physical address, telephone number, and email address;
  5. A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
  6. And finally, a statement, made under penalty of perjury, that the information described above in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner’s behalf.

 

The KDG Advertising  agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

 

Mailing Address: KDG Advertising

Attn: Copyright Agent

6700 Alexander Bell Dr

Suite 200

Columbia, Maryland 21046

Telephone: 443.539.7802

Email:  info@kdga.net

SECTION 15 - CHOICE OF LAW AND FORUM

It is at the mutual agreement of both you and KDG Advertising with regard to the Agreement that the relationship between the parties shall be governed by the laws of the state of Maryland without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the agreement, or the relationship between you and KDG Advertising, shall be filed within the courts having jurisdiction within the County of Howard County, Maryland or the U.S. District Court located in said state. You and KDG Advertising agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

SECTION 16 - CHOICE OF LAW AND FORUM

At any time, should KDG Advertising fail to exercise or enforce any right or provision of the Agreement, such failure shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

 

Client represents, warrants and covenants to Agency that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

 

Agency hereby represents warrants and covenants to Client that Agency will provide the Services identified in the Agreement in a professional and skillful manner and per all reasonable professional standards for such services. (b) Agency further represents, warrants, and covenants to Client that (1) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Agency and/or its independent contractors, (2) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Agency, Agency shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Agency to grant the intellectual property rights provided in this Agreement, and (3) to the best of Agency’s knowledge, the Final Works provided by Agency and Agency’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project and Deliverables, will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Agreement or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Agency shall be void, (c) Except for the express representations and warranties stated in this Agreement, Agency makes no warranties whatsoever. Agency explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

SECTION 17 - NO RIGHT OF SURVIVORSHIP NON-TRANSFERABILITY

You acknowledge, understand, and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate your account may be terminated and all contents in that respect, permanently deleted.

SECTION 18 - FORCE MAJEURE

Agency shall not be deemed in breach of this Agreement if Agency is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, the act of war, terrorism, riot, or other severe civil disturbance, death, illness or incapacity of Agency or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Agency’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, Agency shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

SECTION 19 - STATUTE OF LIMITATIONS

You acknowledge, understand, and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the Agreement must be filed within 1 year(s) after said claim or cause of action arose or shall be forever barred.

SECTION 20 - VIOLATIONS

Please report any and all violations of this Agreement to KDG Advertising as follows: Mailing Address:

KDG Advertising

6700 Alexander Bell Dr

Suite 200

Columbia, Maryland 21046

Telephone: 4435397802

Email: support@kdga.net

SECTION 21 - GOVERNMENT REQUESTS

In order to cooperate with governmental requests, subpoenas, or court orders, to protect our systems, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including and without limitation, your information, IP address, and usage history.  Our right to disclose any such information is governed by the terms of our Privacy Policy.

SECTION 22 - FOREIGN ACCESS OF SITE

The Site is controlled, operated, and administered by KDGA from our offices within the USA. If you access the Site from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use KDGA’s content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

SECTION 23 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information on the Site or on any related Site is inaccurate at any time without prior notice (including after you have submitted your order).

 

We undertake no obligation to update, amend or clarify information on the Site or on any related Site, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Site or on any related Site should be taken to indicate that all information on the Site or on any related Site has been modified or updated.

SECTION 24 - PRIVACY POLICY

Every member’s registration data and various other personal information are strictly protected by the KDG Advertising Online Privacy Policy (see the full Privacy Policy at kdga.net/privacy). As a member, you herein consent to the collection and use of the information provided,  including the transfer of information within the United  States and/or other countries for storage, processing, or use by KDG Advertising and/or our subsidiaries and affiliates.

SECTION 25 - ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and KDG Advertising and shall govern the use of our Services, superseding any prior version of this Agreement between you and us with respect to KDG Advertising Services. You may also be  subject  to  additional  terms  and  conditions  that  may  apply  when  you  use  or  purchase  certain  other KDG  Advertising Services, affiliate Services, third-party content or third-party software.