These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Kynship, LLC ("Kynship," "Company," "we," "us," or "our"), a North Carolina limited liability company, governing your access to and use of Kynship's marketing and growth services (the "Services").
By entering into a Statement of Work, Service Agreement, or otherwise engaging Kynship's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not engage or use the Services.
Kynship is a DTC e-commerce growth agency specializing in performance marketing, high-volume creative production, influencer seeding, and P&L-first financial forecasting for direct-to-consumer brands. The Services enable clients to grow revenue and profitability through data-driven strategies and executional support.
The specific services and deliverables available to you are defined in your executed Statement of Work ("SOW") or Master Services Agreement ("MSA"). Usage limits, scope, and service inclusions are determined by your selected engagement tier and SOW.
Your engagement of the Services constitutes acceptance of these Terms. If you are engaging the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of these Terms and, where appropriate, by providing additional notice via email. Your continued engagement of the Services following such modifications constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.
Access to the Services requires execution of a valid SOW or MSA. By engaging Kynship, you authorize Kynship to access certain data, accounts, and platforms (including but not limited to advertising accounts, analytics platforms, and creative assets) as necessary to provide the Services. You are responsible for maintaining the security of your account credentials on all third-party platforms.
You must be at least 18 years of age and have the legal capacity to enter into binding contracts to engage the Services. By engaging the Services, you represent and warrant that you meet these eligibility requirements.
You are responsible for all activities that occur under your accounts and for ensuring that your use of the Services complies with all applicable laws and regulations. You agree to notify us immediately of any unauthorized access to or use of your accounts or platforms connected to our Services.
Kynship offers various engagement structures including monthly retainers, project-based engagements, and performance-based arrangements. The features, scope, and pricing for each engagement are described in the applicable SOW. You may adjust your engagement scope by mutual written agreement, with changes taking effect as specified in the applicable amendment.
All billing and payment processing is handled directly by Kynship. By engaging a paid service, you authorize Kynship to invoice the applicable fees per the payment terms outlined in your SOW. You agree to maintain valid payment information for the duration of your engagement.
Service fees are billed per the schedule outlined in your SOW. All fees are exclusive of applicable taxes, duties, or similar governmental assessments, including without limitation sales, use, or value-added taxes. You are responsible for all such taxes except for taxes based on our net income.
Invoices not paid within the timeframe specified in the applicable SOW may be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is less. Kynship reserves the right to suspend Services for accounts with overdue balances.
Either party may terminate an engagement by providing written notice as specified in the applicable SOW or MSA. Upon cancellation, you will remain responsible for all fees incurred through the effective date of termination, including any applicable notice period fees as outlined in the SOW.
All service fees are non-refundable except as expressly provided in these Terms, the applicable SOW, or as required by applicable law. We may, at our sole discretion, provide refunds on a case-by-case basis. Any such refund decisions are final and do not establish a precedent for future requests.
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to receive and use the deliverables and outputs from the Services solely for your internal business purposes in accordance with these Terms and the applicable SOW.
You retain all ownership rights to the data, content, and materials you provide to or generate through the Services ("Client Data"). By engaging the Services, you grant us a worldwide, non-exclusive, royalty-free license to access, use, process, store, and display your Client Data solely to the extent necessary to provide and improve the Services, comply with applicable law, and enforce these Terms. This license terminates when you terminate your engagement, except to the extent we are required to retain copies for legal or regulatory purposes.
Kynship's proprietary methodologies, frameworks, forecasting models, creative systems, and related tools (collectively, "Kynship IP") are owned by Kynship and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You acknowledge that these Terms do not grant you any ownership rights in Kynship IP. Kynship IP is provided as a service asset, not a client deliverable, and shall remain the sole property of Kynship upon termination of any engagement.
Ownership of specific deliverables (e.g., creative assets, reports, ad copy) shall be as specified in the applicable SOW. Unless otherwise stated in the SOW, upon full payment of all applicable fees, Kynship grants Client a non-exclusive license to use such deliverables for Client's internal business purposes.
If you provide us with any suggestions, ideas, enhancement requests, recommendations, or other feedback related to the Services ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use, modify, and incorporate such Feedback into our services without compensation or attribution to you.
You agree to engage the Services in compliance with all applicable federal, state, local, and international laws and regulations, including advertising, consumer protection, and data privacy laws. You are solely responsible for ensuring that your use of the Services complies with all applicable legal requirements.
You agree not to:
You are solely responsible for the accuracy, quality, and legality of your Client Data and the means by which you acquired it. You represent and warrant that you have all necessary rights and permissions to provide Client Data to the Services and to grant us the license described in Section 5.2.
Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available at kynship.co/privacy. By engaging the Services, you consent to our processing of your information as described in the Privacy Policy.
We are committed to complying with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). For information about your data protection rights and how we handle personal information, please refer to our Privacy Policy.
We implement reasonable administrative, technical, and physical safeguards designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. However, no security system is impenetrable, and we cannot guarantee the absolute security of your data. You acknowledge and accept the inherent security risks of transmitting data over the internet.
While we strive to deliver Services on schedule and to the quality standards described in the SOW, we do not guarantee specific business outcomes (e.g., revenue, ROAS, or conversion rates). Services are provided on a best-efforts basis, and performance depends on multiple factors outside Kynship's control, including platform algorithm changes, market conditions, and client-side execution.
Timely delivery of Services depends on Client's responsiveness and cooperation. Kynship shall not be liable for delays in deliverables caused by Client's failure to provide approvals, assets, access, or feedback in a timely manner.
We will use commercially reasonable efforts to provide support for the Services. Support may be provided via email at info@kynship.co, Slack, or other channels as mutually agreed. We do not guarantee specific response times outside of those outlined in an applicable SOW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:
WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT ANY MARKETING, CREATIVE, INFLUENCER, OR FORECASTING SERVICES PROVIDED WILL IMPROVE YOUR SALES, REVENUE, OR OTHER BUSINESS METRICS. YOU ACKNOWLEDGE THAT YOUR ENGAGEMENT OF THE SERVICES IS AT YOUR SOLE RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KYNSHIP, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO KYNSHIP DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify, defend, and hold harmless Kynship, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with our defense of such claims.
Before initiating any formal dispute resolution proceeding, you agree to first contact us at info@kynship.co and attempt to resolve the dispute informally. We will attempt to resolve any dispute through good faith negotiations for a period of at least thirty (30) days from the date of your initial notice.
If we cannot resolve a dispute through informal negotiations, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") shall be resolved exclusively through binding arbitration, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.
The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitration shall take place in Wilmington, North Carolina, unless otherwise agreed by the parties.
Each party shall bear its own costs and attorneys' fees in connection with the arbitration, except that the arbitrator may award costs and fees to the prevailing party to the extent permitted by applicable law.
YOU AND KYNSHIP AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY, AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. YOU AND KYNSHIP EXPRESSLY WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS OR REPRESENTATIVE BASIS.
You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to info@kynship.co within thirty (30) days of your first engagement of the Services. If you opt out, all other terms of these Terms will continue to apply, and any Disputes between you and us will be resolved in accordance with Section 12.7 below.
For any Disputes that are not subject to arbitration (either because you opted out or because the arbitration provision is found to be unenforceable), you agree to submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, North Carolina, and you waive any objection to venue or inconvenient forum.
These Terms and any Disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
You may terminate your engagement by providing written notice as specified in the applicable SOW or MSA. Upon notice of termination, you will remain responsible for all fees through the end of any applicable notice period or minimum commitment.
We reserve the right to suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms, engage in fraudulent or illegal activity, fail to pay invoices when due, or if we determine that your continued engagement poses a risk to us, other clients, or third parties.
Upon termination, your right to use the Services will immediately cease. We will have no obligation to maintain or provide you with any Client Data or other content, and we may delete such data in accordance with our data retention policies. Sections of these Terms that by their nature should survive termination shall survive, including without limitation Sections 5 (License and Intellectual Property), 6.3 (Responsibility for Client Data), 9 (Disclaimers of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution and Arbitration), 13 (Governing Law), and 15 (General Provisions).
These Terms, together with any applicable SOW, MSA, Privacy Policy, and any other legal notices or agreements published by us in connection with the Services, constitute the entire agreement between you and Kynship regarding the Services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Kynship.
You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. Any attempted assignment or transfer in violation of this provision shall be void. We may assign or transfer these Terms or any rights or obligations hereunder at any time without restriction and without notice to you.
These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
We shall not be liable for any failure or delay in performance of our obligations under these Terms due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
You agree to comply with all applicable export and import control laws and regulations in your engagement of the Services. You represent and warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.
We may provide notices to you via email to the address associated with your engagement, by posting notices on our website, or by other legally acceptable means. Notices to us must be sent to info@kynship.co.
The relationship between you and Kynship is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between you and us.
These Terms are drafted in English. Any translation of these Terms into another language is provided for convenience only. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.
If you have any questions, concerns, or comments about these Terms, please contact us at:
Kynship, LLC
Wilmington, North Carolina
Email: info@kynship.co
By engaging Kynship's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
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