These Terms and Conditions (“Terms”) govern your use of the website https://www.kernculture.com (the “Website”) and the services (“Services”) provided by Kern Culture.
Acceptance of Terms
By accessing our Website or engaging our Services, you agree to be legally bound by these Terms, which form a valid contract under the Indian Contract Act, 1872. For client projects, an agreed-upon Proposal or Statement of Work (SOW) also forms part of this agreement.
Scope of Services
We provide digital marketing, branding, and design services as detailed in a specific SOW for each client engagement.
Client Obligations
You agree to provide all necessary materials, information, and approvals in a timely manner. You are solely responsible for the accuracy and legality of all content you provide and warrant that it does not infringe on any third-party rights or violate any laws, including the Consumer Protection Act, 2019, and the Copyright Act, 1957. Final approval of all artwork and copy, provided via email, is conclusive, and Kern Culture shall not be held liable for any errors therein after approval.
Fees and Payment
Fees are specified in the SOW. A 50% non-refundable advance deposit is required to commence work, with the final balance due prior to delivery. Late payments may incur interest and a suspension of services. All fees are exclusive of applicable taxes, including GST.
Intellectual Property
- Client Content: You retain ownership of all pre-existing materials you provide to us.
- Deliverables: Upon full and final payment, you will own the final, approved versions of the deliverables we create for you.
- Kern Culture IP: Kern Culture retains full and exclusive ownership of all its pre-existing intellectual property, as well as all working files, source files, draft concepts, and any other materials or ideas that are not incorporated into the final deliverables. The fees paid do not grant any right or title to these materials.
- Portfolio License: We reserve the right to display the final work in our portfolio and marketing materials for promotional purposes.
Confidentiality
Both parties agree to protect and not disclose any non-public information shared during our engagement (“Confidential Information”) without prior written consent, except as required by law.
Disclaimer of Warranties and No Liability
ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KERN CULTURE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. KERN CULTURE DOES NOT GUARANTEE ANY SPECIFIC RESULTS, SUCH AS AN INCREASE IN SALES, TRAFFIC, OR SEARCH ENGINE RANKINGS.
IN NO EVENT SHALL KERN CULTURE, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK.
Indemnification
You agree to indemnify, defend, and hold harmless Kern Culture, its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with:
(a) the content you provide, including any claim that it infringes upon a third party’s intellectual property rights;
(b) your products or services;
(c) your breach of any of your obligations, representations, or warranties under these Terms.
Term and Termination
The agreement term is specified in the SOW. For ongoing services, a minimum term may apply, after which either party may terminate with 30 days’ written notice. The agreement may also be terminated for a material breach.
Governing Law and Dispute Resolution
This agreement is governed by the laws of the Republic of India. Any disputes shall be resolved through binding arbitration in Mumbai, Maharashtra, in accordance with the Arbitration and Conciliation Act, 1996. The courts of Mumbai shall have exclusive jurisdiction.