TERMS OF SERVICE

1. Overview

In order to make use of the services provided by Kaynes, you (hereinafter referred to as "You") must first read this agreement (the "Agreement") and accept it. You, yourself, may not take advantage of any services if You do not accept this Agreement and the terms therein. You accept the terms of the Agreement by using Kaynes Services. You understand and agree that we will treat Your use of the Services as acceptance of the terms from that point onwards. BY USING Kaynes, YOU CONSENT TO THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE PLEASE DO NOT USE THE SERVICES.

Using our services means You have read and agree to the terms and conditions of this Agreement. These terms and conditions will remain in effect throughout Your use of the Services and continue after this Agreement expires, cancels, or is terminated. These terms and conditions are legally binding should You choose to use Kaynes’s services as a company or as a professional seeking work. If You are accepting on behalf of Your employer or another entity, You represent and warrant that: (i) You have full legal authority to bind your employer, or the applicable entity, to these terms of service; (ii) You have read and understand this Agreement; and (iii) You agree, on behalf of the party that You represent, to this Agreement. If You don’t have the legal authority to bind Your employer or the applicable entity, please do
not use Kaynes’s Services.

We reserve the right to change these Terms from time to time. Any updates to these Terms shall be posted on this website. You acknowledge your responsibility to review these Terms from time to time and to be aware of any such changes. By continuing to use any of the Kaynes Services after we post any such changes, you accept these Terms, as modified.

2. Usage Policy

2.1 Subject to Your acceptance of and compliance with this Agreement and with the payment requirements for the Services, Kaynes hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term of this Agreement in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement. Unless explicitly stated otherwise, any new features provided by Kaynes that augment or enhance the current Services shall also constitute “Services” and shall be subject to these terms and conditions. You may not, nor allow any third party to, copy, distribute, sell, disclose, lend, transfer, convey, modify, decompile, disassemble or reverse engineer the Services for any purpose whatsoever. You may not allow any unauthorized third party to access the Services for any purpose
whatsoever.

2.2 For purposes of this Agreement, Kaynes hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of Kaynes (each, a “Kaynes Mark”) for the purpose of promoting or advertising that You use the Services, solely in accordance with the terms and conditions of this Agreement. In return You hereby grant Kaynes a limited, non-exclusive, non-transferable, non-sublicensable license during the Term of this Agreement to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that You use the Services. In using Kaynes Marks, You may not: (i) display a Kaynes Mark in any manner that implies an affiliation with, sponsorship, or endorsement by Kaynes; (ii) use Kaynes’s Marks to disparage Kaynes or its products or services; or (iii) display a Kaynes Mark on a site that violates any law or regulation. Notwithstanding the above, Kaynes may determine in its sole discretion whether its marks may be used in connection with Your Application. Furthermore, we may modify any Kaynes Marks provided to You at any time, and upon notice, You will use only the modified Kaynes Marks and not the old Kaynes Marks. Other than as specified in this Agreement, You may not use any Kaynes Mark unless You obtain our prior written consent. All uses of the Kaynes Trademarks and goodwill associated therewith shall inure to the benefit of Kaynes.

3. Terms

3.1 The term (“Term”) of this Agreement will commence once You accept this Agreement, outlined above. The Agreement will remain in effect until terminated by You or Kaynes.

3.2 You may terminate this Agreement for any reason or no reason at all, at Your convenience, by closing Your account for any Service for which we offer. A thirty day written notice, sent to sales@Kaynes.com, is required.

3.3 We may suspend Your right to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), for any reason or for no reason, at our discretion at any time, for both companies and contractors we serve. If Kaynes determines that providing advance notice would negatively impact Kaynes's ability to provide Services, Kaynes may suspend Your right to use any or all Services or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to You), with no notice. Upon termination of this Agreement for any reason: (i) You remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; and (ii) all of Your rights under this Agreement shall immediately terminate once the decision had been made.

4. Proprietary Property

4.1 The Site and the Services constitute and contain proprietary property/content of Kaynes (including, without limitation, text, scripts, graphics, interactive features, company logos, copyrights, trademarks and service marks) (collectively, Kaynes's "Proprietary Property”) and may contain proprietary property/content provided by other users or third parties) (together with the Kaynes Proprietary Property, the “Proprietary Property”). Kaynes owns and retains all rights in and to the Kaynes Proprietary Property. You do not have the right to use the Proprietary Property except as authorized by Kaynes. For the avoidance of doubt, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use the Proprietary Property.

5. Intellectual Property

5.1 Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual and proprietary property) in and to (i) the Services; (ii) Kaynes; and (iv) any other technology and software that we provide or use to provide the Services. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, Kaynes, or such other technology and software, except for the limited use and access rights described in this Agreement.

5.2 During and after the Term of the Agreement, with respect to any of the Services that You elect to use, You will not assert, nor will You authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

6. Limitation of Liability

6.1 Kaynes reserves the right to modify, suspend, or discontinue the offering of any of the Services at any time for any reason without prior notice. Further, while Kaynes utilizes electronic and physical security to reduce the risk of improper access to or manipulation of data during transmission and storage, it cannot guarantee the security or integrity of the data and shall have no liability for breaches of security or integrity or third-party interception in transit, nor for any damage which may result to your computer or other property by your use of the Services.

6.2 Kaynes shall use commercially reasonable efforts to make access to the Services available through the required access protocols, but makes no warranty or guarantee that (i) the Services will be available at any particular time; or (ii) you will be able to access the Services at any particular time or from any particular location. Kaynes will not be liable for any act or omission of any other company or companies furnishing a portion of the Services (including, without limitation communications carriers or SAAS partners), or from any act or omission of a third party, including those vendors participating in Kaynes offerings made to you, or for equipment that it does not furnish, or for damages that result from the operation of customer-provided systems, equipment, facilities or services that are interconnected with the Service. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, Kaynes SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES. Kaynes DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, INCLUDING, BUT NOT LIMITED TO ANY INTERRUPTIONS TO THE SERVICES CAUSED BY THE INTENTIONAL AND/OR MALICIOUS ACTS OF THIRD PARTIES (E.G., “HACKING”) NOR SHALL Kaynes BE RESPONSIBLE FOR ANY DATA LOSS OR LOSS OF ANY INFORMATION IN YOUR ACCOUNT, REGARDLESS OF THE CAUSE.

FURTHERMORE, Kaynes MAKES NO WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OTHER THAN AS MAY BE EXPRESSLY SET FORTH IN THESE TERMS. Kaynes MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICE, SOFTWARE, TEXT, GRAPHICS OR LINKS, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Kaynes SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF DAMAGE TO OR CORRUPTION OF DATA OR LOSS OF GOODWILL), OR FOR ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING IN CONNECTION WITH THESE TERMS, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT, SOFTWARE, OR DATA, Kaynes IS NOT RESPONSIBLE FOR THOSE COSTS.

7. User Warranties

7.1 You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of Your use of the Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, the Acceptable Use Policy, and/or applicable law.

8. Force Majeure

8.1 No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: 1. acts of God; 2. flood, fire or explosion; 3. war, invasion, riot or other civil unrest; 4. actions, embargoes or blockades in effect on or after the date of this Agreement; 5. national or regional emergency; or 6. strikes, labor stoppages or slowdowns or other industrial disturbances; 7. compliance with any law or governmental order, rule, regulation or direction, or any action taken by a governmental or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent; 8. shortage of adequate power or telecommunications or transportation facilities; or 9. any other event which is beyond the reasonable control of such party (each of the foregoing, a “Force Majeure Event”). A party whose performance is affected by a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance. In addition, Kaynes shall be so excused in the event it is unable to acquire from its usual sources, and on terms it deems to be reasonable, any material necessary for the performance of the Services.

9. Disputes

9.1 Notwithstanding anything to the contrary, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Kaynes’s or any third party's intellectual property rights and/or proprietary rights. You further acknowledge that our rights in the Services are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

9.2 By using the Services, You agree that the laws of London UK, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between You and us.

10. Payment Terms

10.1 The contractor's hourly rates will be due every month, beginning the day the work starts. Payments must be according to the Term of this Agreement and any Renewal Terms hereof.

10.2 In the event You claim any discrepancy or inaccuracy in any invoice, such claim must be asserted by You within thirty days from invoice date or such invoice shall be deemed final and conclusive. All such claims shall be in writing and Kaynes shall respond thereto in thirty days. However, this dispute resolution provision shall not relieve You of paying the ongoing fee for Services as governed by this Agreement and the undisputed portion as the parties attempt to resolve any disputed amounts.

10.3 Fees or invoices that become fourteen (14) days past due from the date the fee is due or the invoice is issued will incur an additional charge of one and one-half percent (1%) per month or the maximum legal rate, whichever is higher. Contractors will discontinue all activity if invoices go unpaid for 14 days.

10.4 It shall be a breach of this Agreement if any invoice becomes forty five days past due.

10.6 We strongly encourage an end-of-year bonus to be paid to contractors who have been placed with your company for six months or longer.

10.7 Kaynes observes Brazilian holidays and clients are required to provide holiday breaks to Kaynes contractors.

11. Miscellaneous Provisions

11. Miscellaneous Provisions

11. Miscellaneous Provisions

11.1 Responsibility. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.

11.2 Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

11.3 Severability. If any portion of these terms or this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full effect.

11.4 Emails. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Service by following the instructions enclosed within those emails. If you opt out, we will still send you non-promotional emails, such as emails about your contractor's activity and performance or our ongoing business relations. You may also send requests about contact preferences or changes to personal information to our contact information below.

11.5 Identity. You may not falsely represent your company in any way by providing inaccurate or false data, metrics, revenues, or established team goals.

11.6 Successors and Assigns. This Agreement will be binding upon the benefit of the parties and their respective successors and assigns.

11.7 Entire Agreement. This Agreement incorporates and constitutes the entire agreement between You and Kaynes regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and us, whether written or oral, regarding such subject matter.

11.8 No Agency. Nothing in this Agreement shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Kaynes and You.

11.9 No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.

11.1 Responsibility. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.

11.2 Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

11.3 Severability. If any portion of these terms or this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full effect.

11.4 Emails. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Service by following the instructions enclosed within those emails. If you opt out, we will still send you non-promotional emails, such as emails about your contractor's activity and performance or our ongoing business relations. You may also send requests about contact preferences or changes to personal information to our contact information below.

11.5 Identity. You may not falsely represent your company in any way by providing inaccurate or false data, metrics, revenues, or established team goals.

11.6 Successors and Assigns. This Agreement will be binding upon the benefit of the parties and their respective successors and assigns.

11.7 Entire Agreement. This Agreement incorporates and constitutes the entire agreement between You and Kaynes regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and us, whether written or oral, regarding such subject matter.

11.8 No Agency. Nothing in this Agreement shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Kaynes and You.

11.9 No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.

11.1 Responsibility. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.

11.2 Waivers. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

11.3 Severability. If any portion of these terms or this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full effect.

11.4 Emails. We reserve the right to send you marketing and promotional emails. You may opt out of receiving marketing and promotional emails from the Service by following the instructions enclosed within those emails. If you opt out, we will still send you non-promotional emails, such as emails about your contractor's activity and performance or our ongoing business relations. You may also send requests about contact preferences or changes to personal information to our contact information below.

11.5 Identity. You may not falsely represent your company in any way by providing inaccurate or false data, metrics, revenues, or established team goals.

11.6 Successors and Assigns. This Agreement will be binding upon the benefit of the parties and their respective successors and assigns.

11.7 Entire Agreement. This Agreement incorporates and constitutes the entire agreement between You and Kaynes regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and us, whether written or oral, regarding such subject matter.

11.8 No Agency. Nothing in this Agreement shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Kaynes and You.

11.9 No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.

12. Non Hire

12.1 To further preserve Kaynes's Confidential Information, and for the consideration promised by Kaynes under this Agreement, during the Non-Competition Period, You will not, directly or indirectly, (i) hire any current employee of Kaynes, or any subsidiary or affiliate of Kaynes (including, without limitation, any employee of Kaynes within the 6-month period preceding Your last day of affiliation with Company or within the 12-month period of this covenant) who worked, works, or has been offered employment by Kaynes; (ii) solicit or encourage any such employee to terminate their employment with Kaynes, or any subsidiary or affiliate of Kaynes; or (iii) solicit or encourage any such employee to accept employment with You or with any business, operation, corporation, partnership, association, agency, or other person or entity with which You may be associated. If, during the term of this non-hire covenant, You learns that any such employee has accepted employment with any business, operation, corporation, partnership, association, agency, or other person or entity with which Consultant may be associated (other than Kaynes), You will immediately send notice to Kaynes identifying such employee and certifying that You did not breach any provision of this non-hire covenant

12. Termination of Service

Either the Company or Agent may terminate this Agreement upon written notice delivered to the other party at least thirty (30) days prior to the end of any term. The effective date of any such termination shall be the last day of the term in which such notice is given. All Payments up to the termination date shall be paid.

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