Please read these Terms of Service carefully before using the website or engaging the services of Kula Cares Plus, Inc. These terms constitute a legally binding agreement between you and Kula Cares Plus, Inc. By accessing our website or using our services, you agree to be bound by these terms. If you do not agree with any part of these terms, you must not use our website or services.
In these Terms of Service, the following definitions apply unless the context otherwise requires. Kula Cares Plus, Inc., referred to as the Company, we, us, or our, means the organization operating under the laws of the United States with its registered address at 2133 N 725 W, Centerville, Utah 84014-2616, United States. The Client, you, or your refers to the individual or legal entity accessing the website or engaging our services. Services means all computer systems design, integration, consulting, and related professional services provided by the Company. Website means the digital properties operated by the Company at the domain kulacares.buzz and any associated subdomains. Agreement means the contract formed between the Company and the Client under these Terms of Service, including any exhibits, schedules, statements of work, or change orders incorporated by reference. Intellectual Property means all patents, copyrights, trademarks, trade secrets, know-how, and other proprietary rights recognized under applicable law. Confidential Information means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or reasonably understood to be confidential given the nature of the information and circumstances of disclosure.
By accessing or using the Website in any manner, including browsing the Website, submitting inquiries through contact forms, registering for accounts, or engaging the Company for any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity to these terms. The Company reserves the right to update or modify these Terms of Service at any time without prior notice. Your continued use of the Website or Services after any such changes constitutes your acceptance of the updated terms. It is your responsibility to review these Terms of Service periodically.
The Company provides professional computer systems design services classified under NAICS 541512, including but not limited to systems architecture, software design, network planning, cloud infrastructure design, database architecture, and technology strategy consulting. Under NAICS 541513, the Company provides computer integrated systems design services, including the integration of hardware and software components into unified operational systems, custom interface development, middleware deployment, system testing, and commissioning. The specific scope, deliverables, timelines, and fees for Services shall be defined in a separate statement of work, service agreement, or master services agreement executed by both parties. No Services shall be deemed to be within the scope of this Agreement unless expressly set forth in a written document signed by authorized representatives of both parties. The Company reserves the right to refuse or discontinue Services to any Client for any lawful reason, including but not limited to violation of these Terms, non-payment, or conduct that the Company reasonably determines is harmful to its reputation or operations.
The Client agrees to provide the Company with timely access to necessary personnel, systems, data, facilities, and information reasonably required for the performance of Services. The Client represents and warrants that it has obtained all necessary consents, licenses, and authorizations required to disclose any third-party data or intellectual property to the Company for the purposes of the Services. The Client shall designate a primary point of contact who is authorized to make decisions, approve deliverables, and communicate changes in scope or requirements. The Client shall provide complete, accurate, and current information to the Company and shall promptly notify the Company of any errors, omissions, or changes in such information. The Client is responsible for maintaining the security of its accounts, passwords, and systems and shall notify the Company immediately of any unauthorized use or security breach. The Client shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Services and the Website.
The fees for Services shall be as set forth in the applicable statement of work or service agreement. Unless otherwise specified, fees are quoted in United States Dollars and are exclusive of all applicable taxes, duties, levies, and government charges. The Client shall pay all invoiced amounts within thirty days of the invoice date, unless otherwise agreed in writing. Late payments shall accrue interest at the rate of one and one-half percent per month or the maximum rate permitted by applicable law, whichever is lower. The Client shall reimburse the Company for all reasonable costs and expenses incurred in collecting overdue amounts, including attorneys fees and court costs. The Company reserves the right to suspend or discontinue Services if any invoice remains unpaid for more than fifteen days beyond the due date. Suspension of Services for non-payment shall not relieve the Client of its payment obligations for Services already performed.
All intellectual property developed by the Company in the course of performing Services, including but not limited to software code, algorithms, architectural diagrams, system designs, technical documentation, methodologies, frameworks, and deliverables, shall be owned by the Company unless otherwise expressly agreed in writing. Upon full payment of all fees due for the applicable Services, the Company grants the Client a non-exclusive, non-transferable, perpetual license to use the deliverables for their intended purpose within the Clients business operations. The Company retains all rights to its pre-existing intellectual property, general methodologies, tools, libraries, and know-how used in performing the Services, and nothing in this Agreement shall be construed as transferring any ownership rights in such property. The Client retains all rights to its pre-existing intellectual property and data provided to the Company. Neither party shall use the other partys trademarks, service marks, or trade names without prior written consent.
Each party agrees to maintain the confidentiality of all Confidential Information disclosed by the other party during the course of this Agreement. The receiving party shall use the same degree of care to protect the disclosing partys Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Confidential Information may be disclosed only to those employees, contractors, and advisors of the receiving party who have a legitimate need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by applicable law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party to allow the disclosing party to seek a protective order or other appropriate remedy. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of five years, or indefinitely for trade secrets.
The Company warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. The Company warrants that deliverables will conform to the specifications set forth in the applicable statement of work for a period of ninety days following delivery, provided that the Client notifies the Company of any non-conformity within such period. The Clients sole remedy for breach of warranty shall be, at the Companys option, correction of the non-conforming deliverables or re-performance of the Services. Except as expressly provided in this section, the Company makes no warranties of any kind, whether express, implied, statutory, or otherwise. The Company expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Website and Services are provided on an as is and as available basis. The Company does not warrant that the Website or Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or cost of procurement of substitute services, arising out of or in connection with this Agreement, whether based on contract, tort, strict liability, or any other legal theory, even if the Company has been advised of the possibility of such damages. The Companys total cumulative liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to the Company during the twelve-month period immediately preceding the event giving rise to the claim. The limitations in this section shall apply notwithstanding any failure of essential purpose of any limited remedy. The Client acknowledges that the fees charged by the Company reflect the allocation of risk set forth in this Agreement and that the Company would not enter into this Agreement without such limitations.
The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys fees, arising out of or relating to: the Clients breach of any representation, warranty, or obligation under this Agreement; the Clients use of the Services or Website in violation of applicable law or these Terms; any claim that the Clients data, content, or materials infringe upon the intellectual property rights of any third party; or any claim arising from the Clients negligence, willful misconduct, or violation of any third-party rights. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, in which case the Client shall cooperate fully with the Company in asserting any available defenses.
Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty days after receiving written notice thereof. The Company may terminate this Agreement immediately upon written notice if the Client fails to pay any amounts when due, becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. Either party may terminate this Agreement for convenience upon ninety days written notice to the other party, subject to payment of all fees and expenses incurred through the effective date of termination. Upon termination, each party shall promptly return or destroy all Confidential Information of the other party, and the Client shall pay all amounts due for Services performed through the date of termination. The provisions of Sections 6, 7, 8, 9, 10, and 14 shall survive the termination or expiration of this Agreement.
The Website is provided for informational and business purposes. You agree to use the Website only for lawful purposes and in accordance with these Terms. You agree not to use the Website in any way that violates any applicable federal, state, local, or international law or regulation. You agree not to engage in any conduct that restricts or inhibits any other person from using or enjoying the Website. Prohibited activities include, but are not limited to: introducing viruses, trojan horses, worms, logic bombs, or other malicious code; attempting to gain unauthorized access to any portion of the Website or any systems or networks connected to the Website; engaging in any automated use of the Website such as scraping, data mining, or robots without our express written permission; impersonating any person or entity; and engaging in any activity that could damage, disable, overburden, or impair the Website. The Company reserves the right to monitor your use of the Website and to suspend or terminate your access for any violation of this Acceptable Use Policy.
The Website may contain links to third-party websites, platforms, and services that are not owned or controlled by the Company. The Company does not endorse, sponsor, or assume any responsibility for the content, privacy practices, or terms of use of any third-party services. Your interactions with any third-party service are solely between you and the third party. The Company disclaims all liability arising from your use of or reliance on any third-party content, products, or services. The Company may integrate with third-party tools and services as part of the Services provided to Clients. The Company shall not be liable for any interruption, failure, or unavailability of third-party services, or for any data loss or damage resulting from such third-party integrations.
The collection and processing of personal information through the Website and Services are governed by our Privacy Policy, which is incorporated into these Terms of Service by reference. By using the Website and Services, you consent to the collection and use of your information as described in the Privacy Policy. The Company implements reasonable technical and organizational measures to protect personal data against unauthorized access, disclosure, alteration, and destruction. The Client acknowledges that the Company may process personal information on behalf of the Client as a data processor in connection with delivering the Services. Where the Company acts as a data processor, the parties shall enter into a separate data processing agreement as required by applicable data protection laws.
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah and the federal laws of the United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute, controversy, or claim arising out of or relating to this Agreement shall first be attempted to be resolved through good faith negotiations between the parties. If the dispute cannot be resolved within thirty days, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be held in Salt Lake County, Utah. The arbitration award shall be final and binding on both parties and may be enforced in any court having jurisdiction. Nothing in this section shall prevent either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond the partys reasonable control, including but not limited to: acts of God, natural disasters, pandemics, public health emergencies, war, terrorism, civil unrest, government actions, embargoes, strikes, labor disputes, supply chain interruptions, power outages, internet service disruptions, cyberattacks, or failure of third-party infrastructure. The affected party shall provide prompt written notice to the other party of the force majeure event and shall use commercially reasonable efforts to mitigate the effects of such event. If a force majeure event continues for more than sixty consecutive days, either party may terminate the affected statement of work or this Agreement upon written notice without further liability, except for payment of Services performed prior to the force majeure event.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral. No modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The parties are independent contractors, and nothing in this Agreement shall create a partnership, joint venture, employment, agency, or fiduciary relationship between them. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Notices under this Agreement shall be in writing and sent to the addresses set forth in the applicable statement of work or, for general inquiries, to the addresses listed on the Website.