Terms & Conditions

Service Terms and Conditions
Last Updated: August 2023

KindKatch

THE ORDER FORM(S) OF KINDKATCH (“KINDKATCH“) AND THESE SERVICE TERMS AND CONDITIONS (COLLECTIVELY, THIS “AGREEMENT“) SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE CUSTOMER IDENTIFIED IN THE ORDER FORM (“CUSTOMER“) AND KINDKATCH CONCERNING CUSTOMER’S USE OF THE SERVICES. BY ORDERING OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO AND ACCEPTS THIS AGREEMENT, INCLUDING THE SPECIFIC LIMITATIONS SET FORTH IN SECTIONS 8, 9, AND 10. CUSTOMER MAY USE THE SERVICES ONLY IN ACCORDANCE WITH THIS AGREEMENT. NO OTHER CONTRACT OR TERMS CONCERNING THE SERVICES MAY BE CREATED IN ANY OTHER MANNER, INCLUDING BY MEANS OF CUSTOMER’S PURCHASE ORDERS OR SIMILAR DOCUMENTS (EVEN IF SIGNED OR ACKNOWLEDGED BY KINDKATCH), AND SHALL NOT MODIFY OR AMEND THIS AGREEMENT.

(1) Definitions.

(a) “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by KindKatch in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) “Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

(c) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, including image and video content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services. 

(d) “Documentation” means KindKatch’s user manuals, handbooks, and guides relating to the Services provided by KindKatch to Customer either electronically or in hard copy form.

(e) “Effective Date” means the date of Customer’s initial order of the Services pursuant to an Order Form. 

(f) “KindKatch IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, KindKatch IP includes Aggregated Statistics and any information, data, or other content derived from KindKatch’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. 

(g) “Order Form(s)” means the order forms or other forms from KindKatch (submitted in written form or online) evidencing order(s) for access and use of the Services and setting forth, among other things, the name of the Customer, the Effective Date, the Fees, and the program or plan level.

(h) “Services” means KindKatch’s software-as-a-service web and mobile platforms for sharing images and video with supporters and other stakeholders.

(i) “Third-Party Products” means any third-party products described in the Documents or otherwise provided with or incorporated into the Services.   

(2) Access and Use.

(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, KindKatch hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. KindKatch shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. 

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, KindKatch hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(d) Pilot Program. If Customer has ordered the “Pilot Program” pricing plan, for a period of six (6) months after the Effective Date, Customer shall (i) complete a biweekly survey sent via email and (ii) participate in a monthly phone call with a KindKatch representative for purposes of providing Feedback (as defined in Section 7(c)) regarding the Services. 

(e) Reservation of Rights. KindKatch reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the KindKatch IP.

(f) Suspension. Notwithstanding anything to the contrary in this Agreement, KindKatch may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) KindKatch reasonably determines that (A) there is a threat or attack on any of the KindKatch IP; (B) Customer’s or any Authorized User’s use of the KindKatch IP disrupts or poses a security risk to the KindKatch IP or to any other customer or vendor of KindKatch; (C) Customer, or any Authorized User, is using the KindKatch IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) KindKatch’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of KindKatch has suspended or terminated KindKatch’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). KindKatch shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. KindKatch shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. KindKatch will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 

(g) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, KindKatch may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between KindKatch and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by KindKatch. Customer acknowledges that KindKatch may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that KindKatch may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information. 

(3) Customer Responsibilities.

(a) General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.

(b) Third-Party Products. Provider may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in the Documentation. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. 

(4) Support.

The Fees include KindKatch’s standard customer support services which include emails and phone support, Monday through Friday, during normal business hours, which are limited to first-level administrative support.

(5) Fees and Payment.

(a) Fees. Customer shall pay KindKatch the fees (“Fees“) as set forth in the Order Form(s) without offset or deduction. Customer shall make all payments hereunder in advance, on a monthly basis, in US dollars on or before the first of each month; unless the first of the month is a weekend or national holiday in which case payment is due on the first business day thereafter. Fees shall be prorated for any partial month. If Customer fails to make any payment when due, without limiting KindKatch’s other rights and remedies: (i) KindKatch may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse KindKatch for all reasonable costs incurred by KindKatch in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more, KindKatch may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on KindKatch’s income.

(c) Fee Increases. Unless Customer has ordered the “Pilot Program” pricing plan, KindKatch may increase Fees no more than once annually for any contract year after the first twelve (12) months after the Effective Date, by providing written notice to Customer at least 90 calendar days prior to the commencement of such fee, and the Order Form(s) will be deemed amended accordingly; provided, however, KindKatch may not increase Fees by more than 10% of the Fees then in effect. If Customer has ordered the “Pilot Program” pricing plan, KindKatch shall not increase Fees during the Term.

(d) Money-Back Guaranty. Notwithstanding anything in this Agreement to the contrary, if Customer terminates this Agreement within the thirty (30) day period after the Effective Date (the “Trial Period“), and it not otherwise in material uncured breach of this Agreement, KindKatch will refund Customer the Fees paid to and received by KindKatch for the Services through the effective date of termination.

(6) Confidential Information.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Without limiting the generality of the foregoing, for the avoidance of doubt, the Fees are the confidentiality information of KindKatch. 

(7) Intellectual Property Ownership; Feedback.

(a) KindKatch IP. Customer acknowledges that, as between Customer and KindKatch, KindKatch owns all right, title, and interest, including all intellectual property rights, in and to the KindKatch IP. 

(b) Customer Data. KindKatch acknowledges that, as between KindKatch and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to KindKatch a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for KindKatch to provide the Services to Customer.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to KindKatch by mail, email, telephone, or otherwise, suggesting or recommending changes to the KindKatch IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), KindKatch is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to KindKatch on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and KindKatch is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although KindKatch is not required to use any Feedback.

(8) Warranty Disclaimer.

THE KINDKATCH IP IS PROVIDED “AS IS” AND KINDKATCH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. KINDKATCH 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. KINDKATCH MAKES NO WARRANTY OF ANY KIND THAT THE KINDKATCH IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’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. 

(9) Indemnification.

(a) KindKatch Indemnification. 

(i) KindKatch shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses“) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights, provided that Customer promptly notifies KindKatch in writing of the claim, cooperates with KindKatch, and allows KindKatch sole authority to control the defense and settlement of such claim. 

(ii) If such a claim is made or appears possible, Customer agrees to permit KindKatch, at KindKatch’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If KindKatch determines that neither alternative is reasonably available, KindKatch may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. 

(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by KindKatch or authorized by KindKatch in writing; (B) modifications to the Services not made by KindKatch; or (C) Customer Data. 

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at KindKatch’s option, defend KindKatch from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; or (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by KindKatch or authorized by KindKatch in writing, provided that Customer may not settle any Third-Party Claim against KindKatch unless KindKatch consents to such settlement, and further provided that KindKatch will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 

(c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND KINDKATCH’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL KINDKATCH’S LIABILITY UNDER THIS SECTION 9 EXCEED THE TOTAL FEES PAID TO KINDKATCH UNDER THIS AGREEMENT IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM..

(10) Limitations of Liability.

IN NO EVENT WILL KINDKATCH BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER KINDKATCH WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL KINDKATCH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL FEES PAID TO KINDKATCH UNDER THIS AGREEMENT IN THE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

(11) Term and Termination.

(a) Term. The term of this Agreement begins on the Effective Date and, unless and until terminated pursuant to this Agreement’s express provisions, will continue in effect on a month-to-month basis from such date (the “Term“). 

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) KindKatch may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than three (3) days after KindKatch’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;

(ii) during the Trial Period, Customer may terminate this Agreement immediately, effective on written notice of KindKatch, and, thereafter, Customer may terminate this Agreement for convenience, effective on thirty (30) days written notice to KindKatch;

(iii) KindKatch may terminate this Agreement for convenience, effective on thirty (30) days written notice to Customer;

(iv) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured fifteen (15) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

(v) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the KindKatch IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the KindKatch IP and, if requested by KindKatch, certify in writing to the KindKatch that the KindKatch IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund (except as provided in Section 5(d)).

(d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

(12) Miscellaneous

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall KindKatch be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond KindKatch’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in Oakland County, Michigan, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of KindKatch, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 

(h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US. 

(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 

(j) Permission to Promote. We are excited for you to join the KindKatch family and would like to share this news with our community. You agree that we can use your name, logo and trademarks to announce and promote your use of KindKatch. You can withdraw your consent at any time by notifying us in writing or by email to Cody@kindkatch.com. 

(13) SMS TCR Compliance

(a) By subscribing to KindKatch’s contact form or customer subscription, you agree to receive SMS text messages related to Customer Care from KindKatch. You may reply STOP to opt-out at any time, reply HELP for assistance. Messages and data rates may apply. Messaging frequency may vary, this is our privacy policy (linked). You can withdraw your consent at any time by notifying us in writing or by email to Cody@kindkatch.com.