Acceptance of Agreement:

The agreement is between KD Enterprises and the Customer.
The agreement includes the order form, service description, and the user agreement itself.
By signing up for the services, the Customer agrees to be bound by the terms of the agreement.
Acceptable Use Policy (AUP):

The Customer must comply with KD Enterprises’s Acceptable Use Policy, which is subject to modification by KD Enterprises.
The AUP can be viewed on KD Enterprises’s website.
KD Enterprises has the right to take corrective action in case of AUP violations.
Customer’s Responsibilities:

The Customer is responsible for the quality, performance, and all aspects of the Customer Content and services on the Customer’s website.
Responsibilities include providing necessary disclosures, ensuring compatibility with KD Enterprises’ hardware and software, and making backup copies.
For certain services, the Customer is responsible for understanding and complying with regulatory/software usage requirements.
Customers Representations and Warranties:

The Customer represents and warrants that they own or have valid licenses for the Customer Content.
The use of Customer Content will not infringe on intellectual property rights or violate any laws.
The Customer is responsible for the development, operation, and maintenance of their website and online activities.
The Customer grants KD Enterprises the right to use the Customer Content to provide services.
License to KD Enterprises:

The Customer grants KD Enterprises a non-exclusive, royalty-free license to use, reproduce, and distribute the Customer Content for the purpose of providing services.
KD Enterprises does not acquire ownership of the Customer Content.
KD Enterprises’s Rights:

KD Enterprisesreserves the right to take corrective action to protect the integrity of services, comply with laws, or avoid liability.
KD Enterprises is not liable for any loss or damages resulting from such actions.
Indemnification:

The Customer agrees to indemnify and hold KD Enterprises and its affiliates harmless from claims, damages, and expenses arising from the Customer’s use of services or breach of the agreement.
Indemnification terms survive termination of the agreement.
Limitation Of Liability: KD Enterprises does not guarantee continuous service, service at specific times, or the integrity of data transmitted over the internet. KD Enterprises will not be held liable for unauthorized access, data corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data stored on its system.

Both parties (KD Enterprises and the Customer) agree not to be liable for lost profits, loss of use, loss of data, or similar economic losses. This includes any indirect, special, incidental, or consequential damages, regardless of foreseeability, under any warranty or other right, arising from the performance or non-performance of any order.

KD Enterprises’s maximum liability is limited to the actual amount paid by the Customer for the Services in the 12-month period before the occurrence of the damage or loss.

The Customer acknowledges that corrective actions taken by KD Enterprises to address any action by the Customer or its customers may affect other customers, and KD Enterprises is not liable for such actions.

Miscellaneous:

KD Enterprises and the Customer are independent contractors, not in a principal-agent, master-servant, partner, or joint venture relationship.
Governing Law & Jurisdiction: Any disputes are governed by the laws of the State of California. Legal proceedings must be brought in a state or federal court located in Los Angeles.
Headings: Headings are for convenience only and not part of the agreement.

Entire Agreement; Amendments: This agreement supersedes all prior discussions and constitutes the sole agreement between the parties. No additional terms apply unless approved in writing. KD Enterprises may modify these terms at its discretion.

Severability: If any part of the agreement is deemed illegal, invalid, or unenforceable, the remaining provisions remain in full force and effect.

Notices: All required notices must be in writing and deemed delivered when delivered in person or deposited in the United States mail, or electronically to the provided email addresses.

Waiver: No failure or delay in exercising rights or remedies constitutes a waiver. No waiver of a breach or default is a waiver of any succeeding breach or default.

Assignment Successors: The Customer may not assign this agreement without KD Enterprises’s written consent. KD Enterprises may assign its rights and obligations without consent.

Limitations Of Actions: No legal action related to this agreement may be brought more than two years after the cause of action has arisen.

Counterparts: If manually signed, the agreement can be executed in multiple counterparts. If signed electronically, KD Enterprises’s records are presumed accurate.

Force Majeure: Neither party is liable for a default or delay caused by forces beyond reasonable control.

Government Regulations: Customer may not export regulated items or information outside the United States without complying with applicable export control laws and regulations.