1. Introduction and Acceptance of Terms

1.1 Purpose and Overview

These Terms of Service (“Terms”) govern the relationship between Kaira Digital Group, LLC (“Kaira Digital Group”, “we”, “our”, or “us”) and any individual or entity (“Client” or you”) that engages our marketing consulting, market intelligence, or execution services (collectively, the “Services”).

- Legal Formation : Kaira Digital Group is a Delaware limited liability company (LLC) with a registered agent in Delaware to meet state requirements, while conducting business primarily from its principal place of business located at Balatçık Mahallesi 8952 Sk. No: 1 Daire: 4, 35620 Çiğli, İzmir, Türkiye.
‍
- Purpose : These Terms are intended to clarify our mutual rights and obligations, establish the scope of our Services, and outline key legal provisions such as liability limitations, indemnification, and dispute resolution.

1.2 Acceptance of Terms

By signing a written agreement referencing these Terms, clicking “Accept” or “Agree” (where such an option is provided), paying any deposit or retainer invoice, or otherwise indicating assent, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree to any provision in these Terms, you must not engage or continue to engage our Services.

1.3 Changes to Terms

We reserve the right to update or amend these Terms at any time, in our sole discretion, to reflect changes in our business practices, operational requirements, or applicable law.

- Notification : Any such updates or amendments will take effect immediately upon being posted to our official website at www.kaira.group or upon direct written notice to you.
‍
- Continued Use : Your continued use of our Services after any amendments have been made constitutes your acceptance of the revised Terms. If you do not agree to the modifications, you may terminate your engagement under the procedures set forth herein.

1.4 Eligibility

By engaging our Services, you represent and warrant that:

1. Legal Capacity : You have the legal authority to enter into these Terms on behalf of yourself or the entity you represent.
2. Age Requirement : If you are an individual, you are at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is older).
3. Business Authorization : If you represent a company or other legal entity, you have the right and authority to bind that entity to these Terms.
4. No Prohibited Jurisdictions : You are not located in, under the control of, or a national or resident of any country where engagement of our Services is prohibited by law or export regulations.

2. Scope of Services

2.1 Marketing Consulting

Kaira Digital Group provides strategic advisory services designed to help Clients enhance brand positioning, identify target audiences, and develop effective marketing initiatives. This may include, but is not limited to:

- Market Intelligence Services : Scientifically designed market experiments, market analyses, and data-driven insights to inform decision-making.
- Branding and Positioning : Establishing unique value propositions, messaging, and visual identities.
- Strategic Planning : Crafting go-to-market strategies, identifying marketing channels, and setting measurable objectives.

All consulting deliverables and timelines may vary depending on individual Client needs, and the specifics of each engagement are typically laid out in a separate Statement of Work (“SOW”) or Service-Level Agreement (“SLA”).

2.2 Marketing Execution

Where requested, Kaira Digital Group also offers hands-on implementation and management of marketing campaigns, including but not limited to:

- Campaign Creation : Developing copy, graphics, and other creative materials for digital and offline marketing.
- Advertising Placements : Setting up and managing ads across platforms such as Google Ads, Meta/Facebook, LinkedIn, TikTok, and other relevant channels.
- Content Production : Producing social media posts, email campaigns, blogs, and other marketing collateral.
- Ongoing Management : Monitoring performance, adjusting strategies, and providing ongoing support as outlined in the Client’s SOW or SLA.

2.3 Deliverables and Timeline

- Deliverables : The specific deliverables for each engagement (e.g., strategy documents, reports, ad copy, creative assets) will be outlined in a signed SOW, SLA, or project agreement.
- Estimated Timelines : Kaira Digital Group endeavors to meet the deadlines specified in the applicable SOW or SLA, but actual completion dates may vary based on Client responsiveness, resource availability, and third-party dependencies.
- Client Approvals : Clients must review and approve deliverables within the timeframe specified in the SOW, SLA, or these Terms (generally five (5) business days, unless otherwise agreed). Delays in approval may affect subsequent timelines.

2.4 Project Scope Changes

- Change Requests : If the Client requests additional services or modifications to the originally agreed-upon scope, Kaira Digital Group will assess the feasibility and may issue a revised proposal or change order.
- Fees and Timelines : Any changes to scope may result in adjustments to fees, timelines, or both. No scope changes will be performed until both parties have agreed in writing (via email or formal documentation) to the revised terms.

2.5 Service Limitations

- No Legal or Tax Advice : Kaira Digital Group does not provide legal, tax, or compliance advice. Clients are solely responsible for obtaining independent professional counsel if needed.
- No Technical Software Development : Unless explicitly stated, our Services do not include coding, software development, or IT infrastructure management beyond standard marketing integrations.
- Client Compliance : Certain industries (e.g., financial, healthcare, legal, cryptocurrency) may be governed by extensive regulations. We do not guarantee compliance with any specific industry regulations; the Client remains solely responsible for ensuring its marketing practices adhere to all applicable laws and regulations.
- Local Marketing Laws : If a campaign is run in a foreign market, the Client is responsible for ensuring compliance with local advertising and consumer protection laws in that jurisdiction.

2.6 Results Reporting and Analytics

- Reporting Format : Kaira Digital Group may provide periodic reports or dashboards, detailing campaign performance metrics such as clicks, impressions, conversions, and any other agreed KPIs.
- Frequency : The frequency of reporting will be stated in the relevant SOW or SLA (e.g., weekly, monthly, or as-needed).
- Analytics Data : Kaira Digital Group typically uses third-party analytics software (e.g., Google Analytics, custom dashboards) to track performance. While we strive for accurate data, we are not liable for errors or omissions originating from third-party tools.

2.7 Advertising Platform Policies

- Compliance with Platform Rules : All advertising campaigns must comply with the policies of the respective platforms (e.g., Google Ads, Meta/Facebook Ads).
- Content Restrictions : If a Client’s content or offer violates platform policies, Kaira Digital Group may pause or cease Services until the issue is resolved.
- Account Suspension : In the event a platform suspends or terminates an account due to policy violations, Kaira Digital Group bears no responsibility for such suspensions and will not be liable for resulting losses.

2.8 Beta Services or Experimental Features (Disclaimer of Performance)

- Optional Beta Programs : From time to time, Kaira Digital Group may offer pilot, trial, or beta services (“Beta Services”) featuring new tools, methodologies, or experimental approaches.
- No Guarantee of Stability : Beta Services may be subject to change, instability, or unexpected behavior. Kaira Digital Group provides these on an “as is” and “as available” basis, with no express or implied warranties regarding their performance or reliability.
- Termination or Modification : Kaira Digital Group may discontinue or modify Beta Services at any time. Any feedback the Client provides on Beta Services may be used by Kaira Digital Group to improve its offerings.

3. Fees, Invoicing, and Payment Terms

3.1 Fee Structure

3.1.1 Hourly Consulting

- Rate : Kaira Digital Group charges a flat rate of USD 100 per hour for stand-alone, no-commitment consulting sessions.
- Advance Payment : Payment must be made in advance prior to scheduling the meeting.

3.1.2 Monthly Retainer

- Recurring Fees : The Client pays a fixed monthly amount for ongoing Services as agreed in a Statement of Work (“SOW”) or Service-Level Agreement (“SLA”).
- Renewal/Adjustment : Retainer fees may be adjusted upon mutual agreement or at the end of any specified term.

3.1.3 Project-Based

- Fixed Fee : A one-time or phased fee for defined deliverables, milestones, or scopes of work.
- Upfront Deposit : The Client may be required to pay an upfront deposit before work begins, with the balance due upon milestone completion or final delivery (as outlined in the relevant SOW).

3.1.4 Performance-Based or Hybrid

- Conditional or Bonus Fees : Certain engagements may involve revenue sharing, performance incentives, or other contingent payments. Any such terms will be set forth in a separate agreement, addendum, or SOW.

3.1.5 Fee Ranges

- Typical Engagements : Fees can range from USD 1,500 up to USD 100,000 or beyond, depending on project scope and complexity.

3.2 Payment Schedule

3.2.1 Invoicing Frequency

- Hourly Consulting : Payment is due in full at the time of booking each session.
- Retainer Services : Invoices are typically issued monthly in advance, on a date agreed upon in the SOW/SLA.
- Project-Based Services : Depending on the scope, payments may be split into milestones or a combination of an upfront deposit and a final balance. Invoices are typically issued upon completion of each milestone or final deliverable.
- Milestone Payments : For high-ticket, high-effort Services (e.g., Market Intelligence Services), payments are tied to specific project stages or deliverable completions.

3.2.2 Payment Method and Currency

All fees must be paid in U.S. Dollars (USD). The Client bears responsibility for any currency conversion fees, wire transfer charges, or other transaction costs.

3.2.3 Due Date

Unless otherwise stated in the invoice, all payments are due upon receipt or within the timeframe specified in the SOW/SLA (e.g., net 7 or net 14 days).

3.2.4 Commencement of Work

Kaira Digital Group may, at its discretion, withhold commencing or continuing work until the applicable deposit or invoice is paid in full.

3.3 Late Payments

3.3.1 Interest Charges

Any invoice not paid within the stated due date may incur a late fee or interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3.3.2 Suspension of Services

If the Client’s account is overdue, Kaira Digital Group reserves the right to pause or suspend the Services until the outstanding balance is paid.

3.3.3 Collection and Legal Fees

The Client shall be responsible for any reasonable attorneys’ fees or collection costs incurred by Kaira Digital Group in recovering past-due amounts.

3.4 Refund and Cancellation Policy

3.4.1 Retainer Models

- Non-Refundable : Monthly retainer fees are non-refundable once the billing period begins. If the Client terminates Services mid-cycle, Services may continue until the end of that billing period, but no refunds will be issued for partial months.

3.4.2 Project-Based Work

- 30-Day Partial Refund Window : Within the first 30 days after signing the initial contract, the Client may cancel and request a partial refund. The exact amount refunded will be determined by the portion of the project already completed.
- No Refund After 30 Days : Once 30 days have passed, it is presumed that significant work has been performed; therefore, no refunds will be offered.

3.4.3 Hourly Consulting

- Non-Refundable : Payments for consulting sessions are non-refundable.
- No-Show Policy : If the Client does not attend the scheduled session without giving at least two (2) hours’ notice, the payment for that session is forfeited. With timely notice, the Client may reschedule once at no additional cost.

3.4.4 Milestone Payments

- Completed Milestones : Payments made for completed milestones are non-refundable.
- In-Progress Milestones : If the Client cancels during a milestone, a partial refund may be available based on the amount of work completed at Kaira Digital Group’s sole discretion.

3.5 Expenses and Reimbursements

3.5.1 Out-of-Pocket Costs

The Client is responsible for additional expenses beyond Kaira Digital Group’s service fees, including but not limited to advertising spend, stock image or font licenses, specialized software fees, travel costs, or other third-party costs incurred on the Client’s behalf.

3.5.2 Approval and Documentation

Where practical, Kaira Digital Group will seek the Client’s written approval before incurring significant out-of-pocket expenses. Receipts or other documentation may be provided upon request.

3.5.3 Invoicing of Expenses

These expenses may be invoiced separately or included in the monthly/project invoice, as determined by the relevant SOW/SLA or mutual agreement.

4. Agency-Client Relationship and Responsibilities

4.1 Roles and Responsibilities

4.1.1 Agency Responsibilities

- Strategy and Planning : Kaira Digital Group provides marketing strategies, market intelligence, and execution plans tailored to the Client’s goals.
- Execution and Reporting : We oversee day-to-day campaign operations, content production, analytics tracking, and performance reporting, as further defined in each Statement of Work (“SOW”) or Service-Level Agreement (“SLA”).
- Best Efforts : We commit to performing Services in a professional and timely manner, consistent with industry standards and subject to these Terms.

4.1.2 Client Responsibilities

- Information and Access : The Client must supply all relevant information, brand assets (e.g., logos, imagery, fonts), account credentials, and approvals that Kaira Digital Group reasonably requires to provide the Services.
- Timely Feedback : The Client is responsible for reviewing and approving deliverables in a timely manner (generally within five (5) business days unless otherwise stated). Delays in providing feedback or requested materials may affect project timelines and deliverables.
- Compliance : The Client remains solely responsible for ensuring compliance with all local, national, and international laws applicable to its business, including industry-specific regulations.

4.2 Communication and Approvals

4.2.1 Points of Contact

Each party shall designate a primary contact person for project coordination. All official communications, approvals, and requests must be directed through this primary contact, unless otherwise agreed.

4.2.2 Response Times

Kaira Digital Group endeavors to respond to Client inquiries within standard business hours (generally Monday–Friday, 08:00–16:00 Eastern Time).

The Client must review and approve or provide feedback on deliverables within five (5) business days of receiving them. Failure to respond within this period may be deemed acceptance of the deliverable, unless the Client requests a reasonable extension in writing due to exigent circumstances.

4.2.3 Approval Process

Written or electronic approval (e.g., via email or designated collaboration platform) constitutes binding acceptance of a deliverable or proposed change.

Once approved, subsequent revisions may incur additional fees if not covered under the existing SOW or SLA.

4.3 Collaboration with Third Parties

4.3.1 Subcontractors and Freelancers

Kaira Digital Group may engage subcontractors or freelance specialists (e.g., graphic designers, writers, developers) to perform certain aspects of the Services. We remain responsible for the quality and timeliness of subcontractor work.

4.3.2 Third-Party Tools and Services

Kaira Digital Group frequently uses third-party software and platforms (e.g., Slack, Notion, Pipedrive, Google Workspace tools) to deliver Services. The Client acknowledges and agrees that our ability to provide Services may depend on the availability and functionality of these tools.

We are not liable for downtime, technical issues, or data breaches originating from any third-party platform’s systems or infrastructure, and any additional costs (e.g., license fees, subscriptions) may be invoiced to the Client if agreed in writing.

4.3.3 Responsibility for Third-Party Fees

If a project requires specialized services or paid tools outside of the scope of the existing agreement (e.g., premium stock images, licensed fonts, specialized analytics tools), Kaira Digital Group will inform the Client of any associated costs.

With the Client’s written approval, these expenses may be invoiced separately or included within project invoices. The Client is responsible for these costs unless otherwise agreed.

4.4 Client Materials and Content

4.4.1 Ownership and Rights

The Client warrants that it holds all necessary rights (including intellectual property rights) to any materials provided to Kaira Digital Group (e.g., logos, artwork, text, videos).

The Client agrees to indemnify and hold Kaira Digital Group harmless from any claims arising from the use of Client-provided materials that infringe or violate any third party’s rights.

4.4.2 Quality and Format

The Client must provide materials in a suitable format and resolution as specified by Kaira Digital Group to ensure quality execution.

If materials are provided in a format requiring additional work (e.g., file conversion, extensive editing), Kaira Digital Group reserves the right to charge additional fees, subject to prior notice and Client approval.

4.4.3 Credit and Attribution

The Client owns all finalized deliverables upon full payment, but may not falsely claim authorship of work originated by Kaira Digital Group. Where appropriate, Client agrees to provide credit or attribution as requested by Kaira Digital Group (e.g., mentioning the Agency in public-facing materials or campaigns).

5. Intellectual Property

5.1 Ownership of Work Product

5.1.1 Transfer of Ownership upon Payment

Upon the Client’s full payment of all fees due for a project, the Client shall own the final deliverables created specifically for that project (the “Work Product”).

This ownership transfer applies solely to the final versions of deliverables accepted by the Client, and does not extend to any preliminary drafts, concepts, or rejected works unless otherwise agreed in writing.

5.1.2 No False Authorship

Although the Client obtains ownership of the Work Product, the Client shall not represent that they themselves (or any third party) are the creators of the content originally developed by Kaira Digital Group.

5.1.3 Third-Party Components

In some instances, the Work Product may include or reference third-party materials (e.g., stock images, licensed fonts, software libraries). In such cases, ownership is subject to the licenses provided by the respective third-party rights holders. The Client understands that additional licensing fees or usage restrictions may apply, and Kaira Digital Group will disclose such requirements when feasible.

5.2 License to Agency

5.2.1 Client Materials

The Client grants Kaira Digital Group a non-exclusive, royalty-free license to use, reproduce, adapt, and modify any Client-owned content or trademarks (collectively, “Client Materials”) solely for the purpose of performing the Services.

5.2.2 No Transfer of Ownership

Except as expressly stated, Kaira Digital Group does not acquire any ownership rights in Client Materials. All such rights remain with the Client or the applicable third-party licensors.

5.3 License to Client

5.3.1 Conditional on Full Payment

The Client’s rights to use and exploit the Work Product are effective only upon receipt of full payment. Until such payment is made, Kaira Digital Group retains all rights, title, and interest in the Work Product.

5.3.2 Scope of License/Ownership

Once paid in full, the Client owns the Work Product and may use it in any lawful manner, subject to any third-party licenses or usage restrictions disclosed by Kaira Digital Group.

Nothing in these Terms shall limit or restrict Kaira Digital Group’s right to reuse or re-purpose any underlying generic processes, pre-existing know-how, or general knowledge developed or acquired during the engagement, provided it does not disclose the Client’s confidential information or proprietary data.

5.4 Use of Trademarks and Publicity

5.4.1 Client’s Trademarks

Kaira Digital Group may use the Client’s trade name, logos, and trademarks for the sole purpose of performing the Services.

Any other promotional use (e.g., listing the Client’s name or logo on Kaira Digital Group’s website) requires prior notification to the Client, which may include obtaining explicit written consent, where required by law or contractual obligations.

5.4.2 Agency’s Publicity Rights

With the Client’s permission, Kaira Digital Group may identify the Client in its portfolio, website, or marketing materials, and showcase non-confidential aspects of the completed Work Product as part of its portfolio or case studies.

If the Client prefers anonymity or requests that certain personally identifiable information (PII) or sensitive details be omitted, Kaira Digital Group will honor that request by referencing the project in general or anonymized terms.

5.4.3 Withdrawal of Consent

The Client may withdraw permission for future promotional use at any time by providing written notice. Kaira Digital Group shall then remove or anonymize references to the Client in its promotional materials within a reasonable period, except where legal or contractual obligations prevent such removal.

6. Confidentiality and Non-Disclosure

6.1 Definition of Confidential Information

6.1.1 Covered Information

“Confidential Information” includes any non-public, proprietary, or confidential data disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Services. This may include, but is not limited to, **business plans, market data, marketing strategies, financials, customer lists, product roadmaps, and technical information**.

6.1.2 Written or Oral

Confidential Information may be provided in written, oral, electronic, or any other form.

6.1.3 Marking Not Required

Even if no “confidential” or similar markings appear, any information that would be reasonably understood as private or proprietary under the circumstances is still deemed Confidential Information.

6.2 Obligations of Confidentiality

6.2.1 Use and Disclosure

The Receiving Party shall use the Confidential Information solely for the purpose of performing or receiving the Services under these Terms.

The Receiving Party shall not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except to subcontractors, employees, or professional advisors who have a legitimate need to know and who are bound by obligations of confidentiality consistent with these Terms.

6.2.2 Degree of Care

The Receiving Party shall take reasonable measures to protect the Confidential Information from unauthorized access, disclosure, or use. Such measures shall not be less than those it takes to protect its own confidential or proprietary information of a similar nature.

6.2.3 Obligations of Kaira Digital Group Personnel

Kaira Digital Group requires its employees and subcontractors to sign Non-Disclosure Agreements (“NDAs”) that extend to Client Confidential Information. The Agency stores Client data on secure cloud platforms (e.g., Google Workspace, Amazon AWS) on a need-to-know basis, and makes commercially reasonable efforts to safeguard against breaches.

6.3 Exclusions

Confidential Information does not include information that:

1. Publicly Available : Is or becomes publicly available through no fault of the Receiving Party;
2. Independently Developed : Was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information;
3. Already Known : Was already in the Receiving Party’s possession, without obligation of confidentiality, before disclosure by the Disclosing Party;
4. Legally Required Disclosure : Must be disclosed under applicable law, regulation, or court order, provided the Receiving Party gives prompt written notice (where legally permissible) to enable the Disclosing Party to seek a protective order or otherwise contest the disclosure.

6.4 Data Protection and Privacy

6.4.1 No Collection of PII

Except as expressly stated in a separate agreement, Kaira Digital Group does not collect or store personally identifiable information (“PII”) of the Client’s customers. Marketing data is typically analyzed in aggregate (e.g., clicks, impressions) without identifying individual users.

6.4.2 Third-Party Platforms

The Client acknowledges that Kaira Digital Group utilizes third-party software and cloud services (e.g., Google Workspace, Amazon AWS, Notion). Kaira Digital Group is not liable for any data breaches, unauthorized access, or security lapses attributable to these third-party platforms’ infrastructure.

6.4.3 Client Responsibilities

If the Client or its end-users are subject to specific privacy regulations (e.g., GDPR, CCPA), it is the Client’s sole responsibility to ensure compliance with all applicable laws and regulations. This includes obtaining necessary consents for cookies, tracking, and marketing communications.

6.4.4 Retention and Deletion

Kaira Digital Group will maintain Client Confidential Information for the duration of the engagement. Upon conclusion or at the Client’s written request, Kaira Digital Group shall delete or anonymize such information within a commercially reasonable time, unless retention is required by law or necessary to maintain business records (e.g., invoices, transaction history).

6.4.5 International Data Transfers

By engaging Kaira Digital Group, the Client acknowledges that Confidential Information may be transferred to, and stored in, jurisdictions outside the Client’s own, including Türkiye and the United States where privacy laws may differ. The Client warrants that it has obtained all necessary consents or complied with legal prerequisites for such cross-border data transfers.

7. Representations and Warranties

7.1 Agency Representations

7.1.1 Professional Standards

Kaira Digital Group warrants that it will perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry practices, and subject to the specifications outlined in any Statements of Work (“SOW”) or Service-Level Agreements (“SLA”).

7.1.2 Legal and Regulatory Compliance

Kaira Digital Group will make reasonable efforts to comply with all applicable laws and regulations in the jurisdictions where it directly operates. However, the Client acknowledges that Kaira Digital Group is not responsible for ensuring the Client’s compliance with local or industry-specific requirements unless explicitly stated in writing.

7.1.3 Subcontractors

Kaira Digital Group remains responsible for the actions of any subcontractors or freelancers it engages, ensuring they adhere to the same professional standards and confidentiality obligations.

7.2 Client Representations

7.2.1 Authority and Capacity

The Client represents that it has the full legal authority to enter into these Terms on behalf of itself or any entity it represents, and to provide any necessary approvals or instructions.

7.2.2 Lawfulness of Materials

The Client represents that all information, assets, or materials it provides do not infringe upon any intellectual property rights or other rights of third parties, and that such materials are lawful to use in marketing and advertising campaigns.

7.2.3 Accurate Information

The Client agrees to provide truthful, accurate, and complete information about its products, services, and business practices. Kaira Digital Group is not liable for any consequences arising from false or misleading information furnished by the Client.

7.3 Disclaimer of Warranties and No Guarantee of Results

7.3.1 No Implied Warranties

Except as expressly stated in these Terms, Kaira Digital Group disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by law.

7.3.2 No Guarantee of Outcomes

While Kaira Digital Group will use its best efforts to plan and execute effective marketing, no guarantee is given regarding specific results, such as return on investment (ROI), lead volume, or conversions.

7.3.3 Factors Beyond Control

The Client acknowledges that actual results depend on various factors outside Kaira Digital Group’s control, including market conditions, consumer behavior, competition, and the quality or appeal of the Client’s offerings.

7.4 Compliance with Local/International Marketing Laws

7.4.1 Mutual Compliance

Both Kaira Digital Group and the Client agree to abide by all applicable laws governing marketing, advertising, and consumer protection, including any state, federal, or international regulations relevant to the markets where campaigns are conducted.

7.4.2 Client-Specific Regulations

If the Client operates in a heavily regulated industry (e.g., finance, healthcare, legal, cryptocurrency), the Client is solely responsible for ensuring its promotions and advertising materials comply with all relevant regulations. Kaira Digital Group does not provide legal compliance services and makes no warranty that its Services will meet regulatory requirements without the Client’s specific guidance.

7.4.3 Platform Requirements

The Client acknowledges that advertising campaigns must also comply with the Terms of Service and advertising policies of each platform used (e.g., Google Ads, Meta/Facebook, LinkedIn). Any account suspensions or rejections arising from policy violations are not the responsibility of Kaira Digital Group.

8. Limitation of Liability

8.1 Cap on Liability

8.1.1 Maximum Liability

To the fullest extent permitted by law, the total cumulative liability of Kaira Digital Group, its officers, directors, employees, contractors, and affiliates (collectively, “Kaira”) for any and all claims arising out of or related to these Terms, the Services, or any project deliverables shall be limited to the total fees actually paid by the Client to Kaira under the relevant Statement of Work (“SOW”), Service-Level Agreement (“SLA”), or other contractual arrangement in the twelve (12) months preceding the date the claim arose.

8.1.2 Condition of Liability

Kaira shall have no liability less the Client has fully paid all outstanding fees owed, and only for breaches of these Terms for which Kaira is solely and directly responsible.

8.2 Exclusion of Incidental, Consequential, and Other Damages

8.2.1 Types of Excluded Damages

In no event shall Kaira be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, lost revenue, loss of business opportunity, loss of or damage to data, or any other intangible losses, even if Kaira has been advised of the possibility of such damages.

8.2.2 Third-Party Issues

Kaira shall not be liable for damages arising out of or related to third-party platform downtimes, security breaches, or performance failures, including but not limited to advertising platforms (e.g., Google Ads, Meta/Facebook Ads), software tools (e.g., Slack, Notion, Pipedrive), or cloud services (e.g., Google Workspace, AWS).

8.2.3 Scope of Exclusion

This exclusion of damages applies regardless of the form of action, whether based in contract, tort (including negligence), strict liability, warranty, or any other legal or equitable theory.

8.3 Allocation of Risk

8.3.1 Essential Basis of the Bargain

The Client acknowledges that the limitations of liability and exclusions of certain damages set forth in these Terms reflect a reasonable allocation of risk between the parties. This allocation is an essential part of the consideration exchanged under this agreement.

8.3.2 Limitations Enforced to the Maximum Extent

Some jurisdictions do not permit all of the limitations of liability stated herein. In such cases, the liability of Kaira shall be limited to the greatest extent allowed by applicable law.

8.3.3 Client’s Responsibility

The Client agrees to assume the risk for any losses or damages that exceed the limitations provided here. The Client further acknowledges that insurance, back-up systems, or other protective measures are within the Client’s own control to mitigate potential losses beyond the scope of Kaira’s liabilities.

9. Indemnification

9.1 Client’s Obligation to Indemnify

9.1.1 Third-Party Claims

The Client agrees to defend, indemnify, and hold harmless Kaira Digital Group (“Kaira”) and its officers, directors, employees, contractors, and affiliates from any and all claims, actions, proceedings, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Client-Provided Materials : Allegations that the Client’s content, instructions, or other materials infringe upon any intellectual property rights, violate any law or regulation, or otherwise result in harm to a third party.
2. Client’s Business Practices : Alleged violations or illegalities related to the Client’s products, services, or advertising claims that are not directly caused by Kaira’s acts or omissions.
3. Scope of Indemnity : This indemnity applies regardless of the legal theory asserted (contract, tort, statutory, etc.), so long as the underlying cause is attributable to the Client’s materials, directives, or business practices.

9.2 Agency’s Obligation to Indemnify

9.2.1 Unauthorized Use of Third-Party IP

Kaira agrees to defend, indemnify, and hold harmless the Client from any and all claims, damages, or liabilities (including reasonable attorneys’ fees) arising out of Kaira’s unauthorized or unlawful use of third-party intellectual property in deliverables, provided such use is not based on Client-supplied materials or instructions.

9.2.2 Agency’s Wrongful Acts

Kaira further indemnifies the Client against claims or actions directly resulting from Kaira’s gross negligence, willful misconduct, or fraudulent behavior in the performance of the Services.

9.3 Procedure for Indemnification

9.3.1 Prompt Notification

The party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”) in writing of any claim or action that may trigger an indemnity obligation. Delay in giving notice does not waive the right to indemnification unless such delay materially prejudices the Indemnifying Party’s ability to defend the claim.

9.3.2 Control of Defense and Settlement

The Indemnifying Party shall have the right to assume the defense of any claim at its own expense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.

Any settlement that imposes a liability or obligation on the Indemnified Party (other than payment of monies to be indemnified by the Indemnifying Party) requires the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

9.3.3 Cooperation

The Indemnified Party shall provide all **reasonable assistance**, information, and authority necessary to facilitate the defense or settlement of the claim. The Indemnifying Party agrees to reimburse the Indemnified Party for its reasonable out-of-pocket expenses incurred in providing such assistance.

10. Term and Termination

10.1 Term

10.1.1 Effective Date

These Terms shall take effect on the date the Client first engages Kaira Digital Group (“Kaira”) for Services (including, but not limited to, signing a Statement of Work (“SOW”), Service-Level Agreement (“SLA”), or making any initial payment), and shall continue in full force until terminated as provided herein.

10.1.2 Fixed or Ongoing

Certain engagements may specify a fixed term (e.g., 3, 6, or 12 months) in the applicable SOW or SLA. Absent such specification, the relationship is considered ongoing and will remain in effect until terminated pursuant to these Terms.

10.2 Termination for Convenience

10.2.1 Mutual Right

Either party may terminate these Terms without cause by providing at least two (2) weeks’ written notice to the other party.

10.2.2 Fees and Obligations

Should the Client terminate for convenience, the Client remains responsible for all fees and expenses incurred up to the effective date of termination, as well as any applicable cancellation or break fees outlined in the relevant SOW or SLA.

10.2.3 Partial Work

In the event of a mid-project termination, Kaira shall provide the Client with any completed or partially completed deliverables (in exchange for payment of any associated milestone fees), unless the relevant SOW or SLA states otherwise.

10.3 Termination for Breach

10.3.1 Material Breach

Either party may terminate these Terms immediately if the other party materially breaches any of its obligations and fails to cure said breach within seven (7) calendar days following receipt of written notice describing the breach.

10.3.2 Examples of Material Breach

Non-payment of fees when due, significant violations of confidentiality obligations, or repeated failures to approve deliverables in good faith, among other serious defaults, may constitute material breach.

10.3.3 Immediate Termination

If the nature of the breach is such that it cannot be cured, or if the breaching party refuses to cure, the non-breaching party may terminate immediately upon written notice.

10.4 Effects of Termination

10.4.1 Outstanding Payments

Upon termination, all unpaid invoices for Services rendered or expenses incurred shall become immediately due. If milestone or deposit payments apply, the Client is responsible for paying any fees corresponding to the completed portion of the work (and any non-refundable deposits, as specified in the applicable SOW/SLA).

10.4.2 Return or Destruction of Confidential Information

Each party shall promptly return or destroy all Confidential Information of the other party, except where retention is required for legitimate legal or accounting reasons (e.g., record-keeping).

10.4.3 Cessation of Services

Kaira shall cease all Services and deliverables associated with the terminated engagement, unless otherwise agreed in writing.

10.5 Survival of Certain Provisions

Notwithstanding termination or expiration of these Terms, the following sections (and any payment obligations accrued prior to termination) shall survive indefinitely or to the fullest extent permitted by law:

- Intellectual Property (Section 5) – Rights and restrictions regarding ownership and licensing of deliverables.
- Confidentiality and Non-Disclosure (Section 6) – Continued protection of proprietary and sensitive information.
- Representations and Warranties; Disclaimers (Section 7) – Ongoing disclaimers of liability and responsibility.
- Limitation of Liability (Section 8) – Restricting the liability exposure of each party.
- Indemnification (Section 9) – Obligations to defend and hold harmless.
- Dispute Resolution (Section 11) – Governing the manner in which disputes are settled.

11. Dispute Resolution

11.1 Governing Law

These Terms, and any dispute arising out of or relating to them, shall be governed by and construed under the laws of the State of Delaware, USA, without regard to its conflict-of-law principles.

11.2 Mediation/Arbitration

11.2.1 Negotiation and Mediation

In the event of any dispute, claim, or controversy (“Dispute”) arising out of or in connection with these Terms, the parties shall first attempt to resolve the Dispute through good faith negotiations. If such negotiations do not resolve the Dispute within a reasonable period, the parties agree to consider voluntary mediation with a mutually agreed-upon mediator prior to commencing arbitration or litigation.

11.2.2 Arbitration

- Except for claims seeking injunctive or other equitable relief, any Dispute that cannot be resolved through negotiation or mediation shall be finally and exclusively resolved by binding arbitration administered by a reputable arbitration provider.
- The arbitration shall take place in Delaware, USA, in the English language, and in accordance with the rules of the chosen arbitration provider. Any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

11.3 Venue and Jurisdiction

11.3.1 Arbitration Venue

The seat of arbitration (if applicable) is Delaware, and the parties submit to the exclusive jurisdiction of the arbitrator(s) for all Disputes subject to arbitration.

11.3.2 Court Jurisdiction

For any Dispute not subject to arbitration or in the event a claim for equitable or injunctive relief is made, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware, and waive any objections based on improper venue or forum non conveniens.

11.4 Attorneys’ Fees

In the event of any dispute, arbitration, or litigation arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other legal expenses from the non-prevailing party, in addition to any other relief granted.

12. Miscellaneous Provisions

12.1 Force Majeure

12.1.1 Excusable Delays

Neither Kaira Digital Group (“Kaira”) nor the Client shall be held liable for any delay or failure to perform its obligations under these Terms if such delay or failure is caused by events beyond the reasonable control of the affected party.

Such events may include, but are not limited to, acts of God, natural disasters, pandemics, strikes, lockouts, wars, riots, civil disturbances, governmental restrictions, or failures of public utilities or common carriers.

12.1.2 Notification

The affected party shall promptly notify the other party in writing, describing the nature of the force majeure event and its expected duration. Performance shall be resumed as soon as reasonably practicable once the force majeure event ceases.

12.2 Independent Contractor Status

12.2.1 No Employment Relationship

Kaira performs Services for the Client as an independent contractor. Nothing in these Terms shall be construed to create an employer-employee, agency, partnership, or joint venture relationship between Kaira and the Client.

12.2.2 No Authority to Bind

Neither party has the right or authority to bind or commit the other party to any agreement or obligation except as expressly provided in these Terms or a separate written agreement.

12.3 Assignment

12.3.1 Client’s Assignment

The Client may not assign, delegate, or transfer any rights or obligations under these Terms without the prior written consent of Kaira, which shall not be unreasonably withheld.

12.3.2 Kaira’s Assignment

Kaira may assign or delegate these Terms, in whole or in part, to an affiliate or a successor entity (e.g., in the event of a merger, acquisition, or internal restructuring) without Client’s consent, provided the assignee agrees in writing to be bound by the same or substantially similar obligations as set forth in these Terms.

12.4 Severability

12.4.1 Valid Provisions Remain Enforceable

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

12.4.2 Reformation

The parties agree to cooperate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that closely approximates the original intent and economic effect.

12.5 No Waiver

12.5.1 No Implied Waiver

A party’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

12.5.2 Written Waiver Required

Any waiver of rights must be in writing and signed by an authorized representative of the waiving party to be effective.

12.6 Entire Agreement

12.6.1 Integration

These Terms, together with any Statements of Work (“SOW”), Service-Level Agreements (“SLA”), or other agreements explicitly incorporated by reference, constitute the entire agreement between the parties concerning the subject matter hereof.

12.6.2 Superseding Prior Agreements

All prior or contemporaneous oral or written communications, proposals, or understandings relating to the subject matter of these Terms are hereby superseded and have no further effect.

12.7 Notices

12.7.1 Form of Notice

All notices, requests, demands, and other communications required or permitted under these Terms must be in writing.

12.7.2 Delivery Methods

Notices may be delivered by email, registered or certified mail, courier service, or any other means agreed upon in writing by both parties.

12.7.3 Official Address

Notice to Kaira shall be sent to its principal place of business at Balatçık Mahallesi 8952 Sk. No: 1 Daire: 4, 35620 Çiğli, İzmir, Türkiye, or by email to contact@kaira.group, unless otherwise specified in a SOW or SLA.

Notice to the Client shall be sent to the address or email address listed in the applicable SOW, SLA, or such other address as the Client may designate in writing.

12.8 Headings

12.8.1 No Interpretative Effect

Section headings and titles used in these Terms are for convenience only and shall not affect the interpretation of any provision.

12.8.2 Reference Only

References to sections, paragraphs, or clauses are to the sections, paragraphs, or clauses of these Terms unless otherwise specified.

13. Signatures and Execution (if applicable)

13.1 Electronic Signatures

13.1.1 Legal Equivalence

The parties agree that electronic signatures, whether digital or captured via third-party platforms (e.g., DocuSign, PandaDoc), have the same legal force and effect as original, handwritten signatures.

13.1.2 Acceptance by Electronic Means

Acceptance of these Terms through an online form, email acknowledgment, or any other electronic method shall be deemed a valid execution of this Agreement, binding both parties to the same extent as a physically signed document.

13.2 Counterparts

13.2.1 Multiple Originals

These Terms, and any related Statement of Work (“SOW”) or Service-Level Agreement (“SLA”), may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.2.2 Copies as Originals

A signed copy of these Terms delivered by electronic transmission (e.g., PDF or other digital format) shall be treated as if it were an original, and no party shall contest the validity or enforceability of such electronically transmitted copy.

13.3 Effective Date

13.3.1 Commencement

The effective date (“Effective Date”) of these Terms shall be the earlier of:

1. The date on which the Client signs (physically or electronically) an SOW, SLA, or any document referencing these Terms;
2. The date the Client clicks to accept these Terms online or otherwise indicates assent by electronic means;
3. The date the Client makes any payment** toward the Services under these Terms.

13.3.2 Binding Obligation

As of the Effective Date, both parties shall be bound by these Terms, and any subsequent modifications shall only be effective if made in accordance with Section 1.3 (“Changes to Terms”).