Kilo Terms of Service


All Purchase orders accepted by KILO (“Seller” “KILO” “we” or “us” ) are subject to the terms and conditions set forth herein (the “Terms and Conditions”). Seller hereby objects to any additional or different terms and conditions proposed by Client (sometimes also referred to hereinafter as “You” or “you”). Any such proposed terms and conditions shall be void, and the terms and conditions herein shall constitute the complete and exclusive statement of the terms and conditions of any Receipts between the parties.

When used in these terms and conditions, the word “Services” or “services” includes all services made available to Client by KILO pursuant to these Terms and Conditions, including without limitation, KILO Gym Website services, KILO Gym Lead Machine services, KILO Gym Management Software (aka KILO Stack) and Tailored Standalone Website packages, as such services may be purchased by Client.

Additional terms and conditions for certain products and packages if purchased:

 

Note: for clients who purchase a package that includes AI Generated Content and features: 

  • Seller is not responsible for any content generated by the AI associated with the AI enabled Gym Lead Machine accounts. The AI's outputs, including but not limited to text, images, and conversations, are generated based on machine learning algorithms and should be reviewed and used at your discretion.
    • AI Costs and Charges
      • As a user of the Gym Lead Machine AI enabled account upgrades, you will be responsible for any costs associated with the usage of the AI services. By signing these Terms and Conditions, you agree to be charged according to the pricing structure outlined on the Pricing page.
    • Upgrade/Downgrade
      • You have the flexibility to upgrade or downgrade from the AI enabled accounts to regular Gym Lead Machine accounts at any time. Your account will be charged according to the subscription you choose, please reference our pricing page here for subscription rates. Please contact our customer support to request changes to your account level, and we will guide you through the process.
    • Usage of AI Features
      • It is your responsibility as the user to create, edit, and maintain all AI features within your account. You have the freedom to customize and configure the AI features according to your specific requirements. We provide the necessary tools and resources to enable you to leverage the Gym Lead Machine AI capabilities effectively.

 

Note: for Clients who purchase a package that includes Facebook ad set up or Google Business Profile set up

      • Google Business Profile set up
        • Including adding service types, uploading photos, products, and other necessary information
      • Facebook ad campaign set-up
        • Campaigns with ad copy and photos
      • The client is required to have an existing Google Business Profile and Facebook ads manager account connected to a Business Facebook page. The Client will ensure they have the necessary access to all the aforementioned assets before signing the agreement.
      • We do not offer the following services
        • Custom copywriting
        • Custom campaigns
        • Customization on ad sets or ads, including but not limited to demographics, imagery and offers
        • Ongoing ad optimization
        • Ongoing Google Business Profile updates
      • There is no commitment term for the Facebook ad setup or Google Business Profile setup 
      • Pricing is subject to the current rates on Kilo's pricing page 
      • The Client acknowledges that Seller has not made and will not make any express or implied warranties or representations that the services provided by Seller will result in any particular amount or level of revenues or income to the Client.

 

Note: For Clients who purchase a package of Services that includes 1200 SMS segments per month, the following additional terms apply:

      • Accounts located in North America will be auto-charged $10 per 500 additional messages when the monthly limit is exceeded.
      • Accounts located outside North America will be charged $20 per 500 additional messages when the monthly limit is exceeded.
      • Additional messages do not roll over, and accounts will be reset to 1200 at the beginning of each monthly period.
      • Clients located outside North America may provide their own Twilio. Clients who provide their own Twilio account will be responsible for all Twilio costs.

 

Note: For Clients who want their websites to include a Free Intro Zoom Call Calendar:

      • Zoom licenses and links must be provided by Client.

 

Note: For Clients subscribed to Kilo's Gym Website service, the following terms apply:

      • Lead capture is completed via a single form to collect the first name, last name, email and phone number of the lead.
      • The form will deliver lead information to the email address of the client's choice.
      • Kilo websites are not integrated with third party providers for the purpose of lead capture, nurture, scheduling, or sales.

 

Note: For Clients who purchase a package of Services that includes an option for complete site redesign once per “year” (defined as once each 52 billing cycles), the following additional terms apply:

      • A complete redesign is defined as building an entirely new site from scratch and will require the Client to fill out a new questionnaire. Any customizations created on the Client's previous site must be recreated/requested through KILO's request forms.
      • The Client will have no access to the previous KILO site immediately after the re-design process is complete.
      • Any custom design work requested from the Design Library will need to be re-requested as per the deployment.
      • Any re-design completed by KILO at Client’s request obligates Client to an additional year of Services.

Note: For Clients who purchase a package of Services that includes “Current, In-house Second Call to Action”:

      • changes to this call to action may be made only if all copy, imagery, and relevant downloads and/or links to downloads, as applicable, are provided by the client.

Note: For Clients who purchase Kilo Stack services:

      • Payment processing services associated with Kilo Stack are provided exclusively by Stripe, a third-party payment processor. 
      • Your use of the payment processing services are subject to these Terms and Conditions  and are also subject to the Stripe Connected Account Agreement (“SCAA”), which includes the Stripe Terms of Service (“STOS”). 
      • Your use of the payment processing services are also subject to certain fees and surcharges, which will be communicated to you during the enrollment process, and as may be updated by Kilo or Stripe from time to time. Some of the fees collected by Stripe may be diverted by Stripe to Kilo if Kilo achieves “affiliate” (or equivalent) status with Stripe, and Kilo has no obligation to share with you any of the fees so diverted. 
      • By using the payment processing services, you agree to be bound by the SCAA and the STOS. 
      • As a condition of Kilo enabling for you the payment processing services through Stripe, you agree to provide Kilo with accurate and complete information about you and your business (“business information”), and you authorize Kilo to share with Stripe both the business information and any relevant transaction information requested by Stripe. 
      • To the extent permitted by law, Kilo may offset any unpaid obligations you owe to Kilo by deducting the corresponding amounts from funds payable to you arising from the settlement of card transactions through Stripe. 
      • Fees due for use of the payment processing services will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the funds received thereby are insufficient to meet your obligations to us, we may charge or debit the bank account or credit card registered in your account for any amounts owed to us. 
      • You acknowledge and agree that Kilo or Stripe, as applicable, may terminate your access to the payment processing services, without liability to you, (i) upon request of your payment processor or financial institution; (ii) upon a good faith belief that providing services to you will violate a law, regulation or rule of any governmental authority; (iii) if you violate any applicable law or regulation, or (iv) if, as a result of your use of the payment processing services, Kilo or Stripe becomes the subject of an investigation by a law enforcement agency or are otherwise threatened with suit or prosecution. 
      • You acknowledge and agree that Kilo has no liability to you for errors (including missed payments) caused by Stripe’s acts or omissions nor for outages (even if such outages result in your inability to receive payments) on Stripe’s network. In such situations, your recourse is limited to the remedies offered by Stripe in the SCAA or the STOS.

Note: For Clients who purchase the Tailored Standalone Website Package the following terms apply:

  • Client shall be required to fill out and submit a website questionnaire to KILO, from which KILO will customize a templated website for Client (the “Tailored Standalone Website”).
  • Upon initial delivery of the Tailored Standalone Website, Client will have the right to request from KILO a certain number of edits (as set forth in the Purchase Order) to the Tailored Standalone Website. For additional edits requested beyond the initial agreed to number, such edits will be charged in accordance with KILO’s standard hourly rates (as such rates are set forth in the Pricing Page).
  • Subject to Client’s payment of the one-time upfront fee for the purchase of the Tailored Standalone Website (in the amount set forth in the Purchase Order), Client shall receive a perpetual, non-exclusive license to use the Tailored Standalone Website.
  • Upon completion and delivery of the Tailored Standalone Website Client has three options regarding hosting and ongoing maintenance and support:
    • Option (1) Third-Party Hosting Platform: Client may choose to use a third-party platform to host Client’s Tailored Standalone Website. KILO shall provide Client with a site copy of the Tailored Standalone Website that Client may import into the hosting platform, Under option 1, Client will be solely responsible for importing, launching and managing the Tailored Standalone Website on the third-party hosting platform. Client will also be solely responsible for all maintenance and support of the Tailored Standalone Website. Client shall be responsible for all fees payable to such third-party hosting platform, but shall not be required to make any additional payments to KILO related to the Tailored Standalone Website.
    • Option (2) KILO Hosting: Client may choose to have KILO host the Tailored Standalone Website by purchasing option 2. Under option 2, KILO will launch and host the Tailored Standalone Website for an annual fee in the amount agreed to in the Purchase Order. Option 2 does not include regular website maintenance, plug-in updates or website edits. Client may request any of the foregoing services at any time, with such requests being charged in accordance with KILO’s standard hourly development rates (as such rates are set forth in the Pricing Page). With Option 2, Client will be provided with administrative access to make edits to Client’s Tailored Standalone Website.
    • Option (3) KILO Hosting and Maintenance: Client may choose to have KILO host and maintain the Tailored Standalone Website, by purchasing option 3. Under option 3, KILO will launch and host the Tailored Standalone Website, and include all regular maintenance and plug-in updates for an annual fee in the amount agreed to in the Purchase Order. With Option 3, Client will be provided with administrative access to make edits to Client’s Tailored Standalone Website, however if Client wishes to have KILO make any edits or updates to Client’s Tailored Standalone Website, such services will be charged in accordance with KILO’s standard hourly development rates (as such rates are set forth in the Pricing Page).

Note regarding free, trial, or beta services: 

Kilo may, in its sole discretion, offer free, trial or beta services to Kilo’s Clients from time to time at no charge. All free, trial or beta services, if or when they are provided, are provided “AS IS” with no warranties of any kind. Kilo may, in its sole discretion, discontinue any free, trial or beta services at any time, with or without notice, and without any further obligations to Kilo’s Clients. Kilo disclaims any and all liability for harm or damages, if any, suffered by Clients or any third party in connection with any free, trial or beta services.

Section 1.        Definitions

A “custom landing page/thank you page” is defined as any page that requires new calendar, custom layout, new forms, and/or new campaign and trigger.

A “block” is defined as an individual section that is within a single webpage.

For any changes to template fonts, the “font” must be a Google Free Font.

 

Section 2.        Exclusions

Seller does not offer any of the following, regardless of which package of services is purchased by Client

      1. Custom Copywriting on pages, funnel or lead nurture campaigns
      2. Facebook or Google Advertising / Marketing
      3. Customization on ad sets or ads, including but not limited to demographics, imagery and offers
      4. Custom website themes
      5. Additional website plugins
      6. Support for/on any third party service providers, such as booking and billing software, scheduling software, email or automation software

 

Section 3.        GDPR/CCPA Compliance

Seller stores personal data on behalf of Client. Client may provide lead and client data as  accounts are populated. Lead, member and alumni information may be collected and stored in the software. This information may include:

      1. IP Address
      2. Phone Number
      3. Email Address
      4. Name
      5. Residential Address
      6. Photos

All of the information provided by the Client, including information that is collected during the Term of this agreement, belongs to the Client. It is the sole responsibility of the Client to ensure the data above is used in accordance with any GDPR, CCPA or similar local laws and regulations.

 

If Client’s business is located in the EU, the following features will be added by Seller:

      1. User consent to use cookies
      2. The right for a user to be forgotten

 

If Client’s business is located in California, the following feature will be added by Seller:

      1. User consent to use cookies

 

If there are additional features, beyond those listed above, that the Client requires to comply with local laws and/or regulations, it is the sole responsibility of the Client to inform the Seller. If there are updates or changes in the local laws and/or regulations in the Client's area, it is the sole responsibility of the Client to inform the Seller of such updates or changes.

 

Section 4. Hours of Service

The Seller’s hours of service are 7 days per week 9:00-17:00 Eastern Standard Time, excluding United States Federal Holidays. Seller will respond within twenty-four (24) business hours to written notices received from Client.

 

Section 5. Termination

In the event that either Party breaches these Terms and Conditions, the non-breaching Party may terminate the relationship immediately, upon written notice to the breaching Party, with no further liability to the breaching Party.

 

Section 6. Effect of Termination

Client understands and agrees that Client is licensing all tangible and intangible aspects, including all intellectual property, of the website created by Seller for Client (including, without limitation, the website’s design, images, content, development, campaigns, and phone numbers), which creations remain the intellectual property of Seller at all times. Therefore, upon termination of this Agreement for any reason, Client will have neither ownership of nor license to use Seller’s intellectual property or the website. See also “Intellectual Property” section (Section 12) below.

Notwithstanding the forgoing, upon termination of this Agreement, for Client’s that have purchased the Tailored Standalone Website, such Client’s shall have a non-exclusive, perpetual license to continue using the Tailored Standalone Website.

 

Section 7. Template change Fees; Auto-billing; Set-up Fees; Refunds.

7.1 Template change fee. If Client changes their chosen template at any point during the build process, Seller may charge, at Seller’s discretion, a $500.00 template-change fee, which will be auto-billed to Client.

7.2 Auto-Billing. All payments to Seller from Client are due on a recurring auto-billing cycle. If the Client pays for any service in full for the year (PIF), the Seller will set up a recurring bill for the following year unless PIF is requested for the following year.

The first payment is required within 2 days of the subscription date. Failure to pay will result in loss of service.

7.3 Set-up Fees; Refunds. No refunds will be issued for products built or services rendered.

Seller generally charges set-up fees for all Clients, which fees are disclosed on the Receipt. Set-up fee waivers are available, at Seller’s discretion. If a waiver is granted, Client must commit to at least 52 weeks of services (the specific service plan will be listed on the Receipt). If a Client receives a set-up fee waiver and cancels early or attempts to cancel early, the Client will be required to pay the set-up fee in full. Additionally, if the set-up fee has been waived and the client has paid in full or in part for any service and cancels early, no refunds will be offered to the Client.

 

Section 8. Confidentiality; Security

8.1 Confidential Information. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client that would reasonably be considered to proprietary to the Client including accounting records, business processes, client records, and other information not generally known in the Client’s industry, the release of which could reasonably be expected to cause harm to the Client. Seller agrees not to disclose any Confidential Information provided by Client to Seller, except as authorized by the Client or as required by law. The confidentiality obligations of this Section 8 apply during the Term and will survive for a period of one (1) year upon termination.

8.2 Client Control and Responsibility. Client has and will retain sole responsibility for: (a) Client's information technology infrastructure, including computers, software, databases, electronic systems and networks, whether operated directly by Client or through the use of third-party services ("Client Systems"); (b) the security and use of Client's and its authorized users' account, access and account credentials ; and (c) all access to and use of the Services directly or indirectly by or through the Client Systems or its or its authorized users' account or access credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

8.3 Access and Security. Client shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to securely administer the distribution and use of all account access credentials and protect against any unauthorized access to or use of the Services. Client shall be responsible for all losses, damages and costs that Client may incur as a result of the unauthorized use of Client’s account.

 

Section 9. Representations and Warranties

Client represents and warrants that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under these Terms and Conditions; (c) the execution of these Terms and Conditions by its representative whose signature is set forth at the end of these Terms and Conditions has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed these Terms and Conditions will constitute a legal, valid and binding obligation enforceable against Client in accordance with its terms.

Client further represents and warrants to Seller that Client owns or otherwise has and will have the necessary rights and consents in and relating to any client data and materials so that, as received by Seller and processed in accordance with these Terms and Conditions, they do not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

 

Section 10. DISCLAIMER OF WARRANTIES

ALL SERVICES ARE PROVIDED "AS IS" AND SELLER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SELLER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY SERVICES IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY SERVICES.

 

Section 11. Third-Party Services

Seller may reference, enable you to access, or promote third-party provided services. These third-party services are provided for your convenience only and Seller does not approve, endorse, or recommend any third-party services to you. Your access and use of any third-party service is at your own risk and Seller disclaims all responsibility and liability for your use of any third-party service. Third-party services are not considered “Services” under these Terms and Conditions and are not governed by these Terms and Conditions or Seller’s Privacy Policy. Your use of any third-party services, is subject to that third-party service’s own terms of use and privacy policies (if any).

 

Section 12. Intellectual Property and Indemnification

All intellectual property and related material (the “Intellectual Property”) created by Seller in fulfillment of Client’s Receipt is and remains the sole property of the Seller. This Intellectual Property includes, but is not limited to, all campaigns, images, website designs, content and other materials produced by Seller to fulfill the Receipt. Seller grants to Client, only during the Term and only on the condition that Client is in compliance with these Terms and Conditions, a non-exclusive license to use the Intellectual Property on Client’s website. Notwithstanding the forgoing, for Client’s that have purchased the Tailored Standalone Website, such Client’s shall have a non-exclusive, perpetual license to continue using the Tailored Standalone Website both during and after the Term of the Agreement.

Client understands and agrees that, though Client does not own the Seller’s products or content, Client has sole and exclusive responsibility for ensuring that the content of the website and campaigns complies with any applicable laws in the jurisdiction(s) where Client operates.

Any images provided by Client to Seller must be owned by Client and remain the property of Client. The Client is solely responsible for any copyright or other infringement related to Seller’s use of the Client-provided images in fulfillment of Client’s Receipt and agrees to indemnify Seller. See Section 13 (“Indemnification”) below.

 

Section 13.    Indemnification

13.1 Seller’s Indemnity. Excluding any claims arising out of or related to the use of AI Generated Content available in certain packages, the Seller agrees to defend, indemnify and hold Client and all of its respective directors, officers, personnel, successors, assigns, and customers, harmless from any and all expenses, damages, awards, claims, actions, demands, losses, liabilities and causes of action (including, but not limited to, attorneys’ fees and expenses) arising out of or related to infringement or an alleged infringement of any copyright, trademark or other intellectual property right related to the Services furnished by Seller to Client. Seller shall defend and settle all suits brought against Client at the sole expense of Seller. Client shall give Seller prompt notice of any claim subject to indemnification of which it is formally notified. The failure of Client to provide Seller with prompt notice does not relieve Seller of its obligations under this Section 13.1 unless such failure to promptly notify Seller causes irreparable harm. In all events, Client has the right at its own expense to participate in the defense of any such suit or proceeding through counsel of its own choosing.

13.2 Client’s Indemnity. The Client agrees to defend, indemnify and hold Seller and all of its respective directors, officers, personnel, successors, assigns, and customers, harmless from any and all expenses, damages, awards, claims, actions, demands, losses, liabilities and causes of action (including, but not limited to, attorneys’ fees and expenses) arising out of or related to: (a) infringement or an alleged infringement of any copyright, trademark, or other intellectual property right related to the materials or information furnished by Client to Seller; (b) any client data, including any processing of client data in accordance with these Terms and Conditions; (c) Client’s breach of any of its representations, warranties or obligations under these Terms and Conditions; or (d) Client’s negligence or more culpable act or omission (including recklessness or willful misconduct) by Client or any of its authorized users, or any third party on behalf of Client in connection with these Terms and Conditions. Client shall defend and settle all suits brought against Seller at the sole expense of Client. Seller shall give Client prompt notice of any claim subject to indemnification of which it is formally notified. The failure of Seller to provide Client with prompt notice does not relieve Client of its obligations under the Section 13.2 unless such failure to promptly notify Client causes irreparable harm. In all events, Seller has the right at its own expense to participate in the defense of any such suit or proceeding through counsel of its own choosing.

 

Section 14.    Limitation of Liability

14.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL SELLER BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE PROVISION OF SERVICES HEREUNDER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OR (c) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

14.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SELLER UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE PROVISION OF SERVICES HEREUNDER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT PAID BY CLIENT TO SELLER IN THE SIX-MONTH PERIOD PRECEEDING THE EVENT GIVIING RISE TO SUCH CLAIM. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

 

Section 15.    Delivery Schedule

Seller will use its best efforts to deliver the Products & Services to the Client’s reasonable satisfaction on or before the milestone dates set out below. The delivery schedule is highly dependent on the Client providing the information the Seller requests in a timely manner.

For example, Seller endeavors to deliver the website seven (7) business days after Client returns the Questionnaire provided by Seller. Client agrees to devote an adequate amount of time to complete any Questionnaire(s) it receives from Seller.

Client agrees to provide Seller with any information and materials in a timely manner as reasonably requested by Seller, if required to meet the delivery requirements. It is Client’s sole responsibility to ensure that information and materials delivered by Client to Seller are accurate and within Client’s lawful disposition. Seller reserves the right to require proof of ownership of any materials submitted by Client, including, but not limited to, photos, logos, and other copy.

 

Section 16.    Publicity Release

As a condition of making a purchase from Seller, Client agrees to be featured, without notice and without compensation, in any of Seller’s publicity, advertising, and/or marketing materials.

 

Section 17.    General

17.1 Binding Effect. These Terms and Conditions will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted.

17.2 Governing Law. The laws of the State of Florida, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to these Terms and Conditions, including, without limitation, its validity, interpretation, construction, performance, and enforcement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms and Conditions.

17.3 Venue. The parties consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Florida for the purposes of adjudicating any matter arising out of or relating to these Terms.

17.4 Notices. Any notice required or permitted under these Terms and Conditions is to be given in writing and is deemed effectively given: (a) upon personal delivery to the party to be notified; (b) upon confirmation of receipt by fax by the party to be notified; or, (c) deposit with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in this section and upon confirmation of delivery by said courier. Any notice required to be given to a party under these Terms and Conditions are to be delivered to the following addresses, or any other addresses designated by the parties by notices delivered in accordance with this section:

 

If to Seller:

KILO

 1480 Royal Palm Beach Blvd A

Royal Palm Beach, FL 33411

 

If to Client:

 

 

 

    •  

17.5 No Waiver. The failure of a party to enforce a provision or to exercise a right under these Terms and Conditions shall not be considered a general waiver. The express waiver of a provision is to be effective only in the specific instance, and as to the specific purpose, for which it was intended.

17.6 Severability. If any provision of these Terms and Conditions is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms and Conditions remain in full force and effect.

17.7 Section Headings and Captions. The section headings and captions contained in this Terms and Conditions are for convenience only and do not affect the construction or interpretation of any provision.

17.8 Remedies. Unless stated otherwise, all remedies provided for in these Terms and Conditions Agreement are to be cumulative and in addition to, not in lieu of, any other remedies available to either party at law, in equity or otherwise.

17.9 Compliance with Applicable Laws. The parties shall at all times conduct their activities hereunder in compliance with all applicable laws, rules, and regulations of the United States of America.

17.10 Non-Agency. Nothing in these Terms and Conditions, and no conduct, communication, trade practices, or course of dealing, shall be interpreted or deemed to create any partnership, joint venture, association, agency, syndicate, or fiduciary relationship between the parties or their subsidiaries or affiliates. Nothing in these Terms and Conditions gives either party the right, power, or authority to make any statements, commitments, or agreements that bind the other.

17.11 Entire Agreement. These Terms and Conditions are intended by the Buyer and Seller as a final expression of their agreement and are intended also as a complete and exclusive statement of the terms and conditions of Buyer’s Receipt(s). No amendment, waiver or modification of these Terms and Conditions is binding unless in writing and signed by authorized representatives of both parties.

17.12 Signatures. Facsimiles, photocopies or other electronic reproductions or copies of original signatures are deemed as legally enforceable as the originals.

17.13 Survival. Upon termination or expiration of these Terms and Conditions for any reason, any section that by its nature should survive this Agreement will survive and continue in effect and be binding upon the parties.

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Signed by Kaleda Connell
Signed On: August 20, 2024


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