I. GENERAL PROVISIONS

1. DEFINITIONS

For the purposes of these terms and conditions, the following are considered:

Killview LLC: the company Killview LLC, whose registered office is located at 16192 Coastal Hwy, Lewes, Delaware 19958, USA and its various labels and brands.

Client: Any entity, whether a natural or legal person, placing an order for one of the services offered by Killview LLC, whether in writing or verbally. It is understood that the entity placing the order guarantees payment of the Killview LLC invoice and will be jointly and severally liable, even if the invoice is issued in the name of a third party;

Services: all services offered by Killview LLC to its clients (whether these services are referred to as a whole, partially or individually);

Offer: the price quotes made to a Client by Killview LLC, as well as any document detailing the Services requested by the Client from Killview LLC. Unless expressly stated otherwise, the validity period of offers is limited to 4 months. During the execution of the offer, it may be supplemented either by a new offer or by a written exchange between the parties, validated by Killview LLC;

General Terms and Conditions: these general terms and conditions.

2. ACCEPTANCE OF GENERAL TERMS AND CONDITIONS

Any collaboration with Killview LLC, in any capacity whatsoever (as subcontractor, supplier, Client or other), necessarily implies, as an essential and determining condition, the unreserved acceptance of the General Terms and Conditions, which are the only applicable terms, to the exclusion of any other, unless expressly stipulated otherwise.

3. FORMATION OF THE CONTRACT

In the case of a written order from the Customer, Killview LLC is only bound after written acceptance by the Customer. A verbal order is binding on the Customer as soon as Killview LLC makes an offer or if Killview LLC has begun to perform the order.

Any order that has not been preceded by a written offer from Killview LLC will only be binding on it if it has expressly accepted it in writing or through the payment of a deposit or the entire invoice resulting therefrom.

The elements included in the offer, as well as in the quotes or purchase orders, will only be binding on Killview LLC if the Client has not made any changes to their initial request and has accepted the General Terms and Conditions.

4. COLLABORATION AND COMMUNICATION BETWEEN PARTIES

The Client’s cooperation is essential for the performance of the Services. Without it, Killview LLC will be unable to perform the Service and may terminate the contract without incurring any liability, unless the Client demonstrates having provided all the necessary cooperation.

To enable the performance of the requested Services, the Client agrees to provide Killview LLC with all necessary information and materials at its own expense and under its sole and entire responsibility, according to a method agreed upon by both parties. The Client warrants that the data it provides to Killview LLC is accurate and complete and will notify Killview LLC of any changes as soon as possible. The Client remains solely responsible for the transmitted materials, including their content. Killview LLC assumes no liability for any loss, damage, or misappropriation (whether total or partial) of the information and/or materials transmitted to it.

The Client must provide Killview LLC with their contact and billing information upon receiving the offer. Otherwise, any communication from Killview LLC will be valid based on the information it possesses or has been able to obtain. Any change of address or contact information must be notified to the other party in writing, with acknowledgment of receipt. In the absence of such notification, any communication sent to the previous address will remain valid.

5. DELIVERY TIME AND DELIVERY

The deadlines mentioned by Killview LLC in the documents exchanged between the parties are provided for informational purposes only. Any delay on the part of Killview LLC shall not give rise to any damages, compensation of any kind, or termination of the contract. In any event, the agreed deadlines shall only begin to run once Killview LLC is in possession of all the information, documents, and/or materials necessary for the proper performance of the Services.

Deliveries are made under the responsibility of the Customer.

6. PRICE AND INVOICING

The price quoted in the offer is based on the number of hours Killview LLC estimates are necessary to complete the Service, based on discussions with the Client. However, if additional work is requested (i.e., if the Client wishes to make modifications, add new elements, etc., not specified in the offer and/or involving a structural change to the project) and/or if work is required to fulfill the order but could not be included in the offer, Killview LLC will provide a supplementary quote and/or adjust the price stated in the offer.

Unless otherwise stated, prices quoted by Killview LLC are exclusive of tax for business customers and inclusive of tax for individual customers. Any increase in taxes will be borne by the customer.

Unless otherwise stipulated, services performed on a time and materials basis are billed monthly to the Client at an hourly rate of a minimum of €40/hour and a maximum of €85/hour. Any project or study initiated at the Client’s request but not subsequently executed will be billed at the time and materials rate. Similarly, without prejudice to the clause concerning cancellation of an order by the Client, if, during the provision of a Service, the Client wishes to terminate the contract for any reason whatsoever, the deposit received and any sums invoiced will remain the property of Killview LLC, which will also bill the Client for the time spent on the project (and not yet invoiced) at the time and materials rate.

Except for services provided by a third party, which will be payable in advance, and without prejudice to any specific provisions, Killview LLC will invoice its services in installments as they are completed, according to the work performed and the terms stipulated in the quote or offer. Killview LLC reserves the right to request advance payments.

Killview LLC invoices, sent to the Client by email (in PDF format) or by mail, are payable within seven days of the invoice date. Any late payment will automatically and without prior notice incur interest at the rate stipulated by the law of August 2, 2002, concerning the fight against late payment in commercial transactions, from the invoice due date until full payment is received, as well as a penalty of 10% of the amount due, with a minimum of €125.

Any dispute must be made in writing and addressed to the head office of Killview LLC, within 7 days of receipt of the invoice.

Any cancellation of a signed and accepted quote or offer must be made in writing and addressed to the head office of Killview LLC, within 14 days of the date of the quote/offer.

7. RETENTION OF TITLE

Notwithstanding Article 1583 of the French Civil Code, the goods sold, delivered, and/or installed (including computer code) remain the exclusive property of Killview LLC until full payment of its invoices. They may be reclaimed from the Client and/or any third party in the event of non-payment. Notwithstanding this retention of title, all risks of loss and damage relating to the Services and/or the goods in question are transferred to the Client upon delivery.

8. ORDER CANCELLATION

Any cancellation of an order, for any reason whatsoever, before or during the execution of the work will give rise to compensation from the Client, based on the services already performed, with a minimum of 40% of the total amount of the order.

9. INTELLECTUAL PROPERTY

The Client who places a reproduction order with Killview LLC is presumed to have the right to do so. The Client warrants that they hold the reproduction rights to the texts, illustrations, music, documents, plans, photos, or any other element they provide to Killview LLC for use within the Services. The Client shall indemnify Killview LLC against any third-party claims and hold Killview LLC harmless from any such claims. In such cases, the Client shall, in particular, cover all expenses incurred by Killview LLC (legal counsel, technical advice, travel, etc.), as well as any damages awarded against Killview LLC.

All models, sketches, compositions, photographs, films, etc., created by Killview LLC, as well as the software, code, databases, management tools, and platforms developed by Killview LLC, remain its exclusive property, regardless of whether or not they are patented or otherwise protected under current legislation by copyright or any other means. The Client may only use them within the scope of the Services provided in the offer, in accordance with the terms and conditions strictly interpreted, and for strictly personal use. The Client may not disclose them to any third party, nor modify, translate, imitate, and/or reproduce them by any means in any form whatsoever without the prior written authorization of Killview LLC, under penalty of damages, fixed at a fixed sum of €5,000 per infringement, without prejudice to Killview LLC’s right to claim a higher amount if its actual damages are greater. Billing the Client for such work does not constitute a waiver of this rule.

Furthermore, Killview LLC has the right, without having to compensate the Client or seek its authorization, to retain and use (including for a third party) the knowledge, techniques, processes, know-how, ideas, software elements, and any element developed or produced, even specifically for the Client, which will remain the property of Killview LLC.

10. COMPLAINTS REGARDING SERVICES

To be valid, any claim by the Customer must be sent to Killview LLC by registered mail within seventy-two hours of delivery of the Service. Delivery is considered to have occurred upon the Customer receiving the necessary information for the websites (including website activation and/or the provision of access codes and passwords). If the Customer fails to take delivery, the forty-eight-hour period begins upon receipt of the invoice, delivery note, or any similar document, with the date on which the first of these documents is sent to the Customer being the determining factor.

The use of the Service by the Client, even if partial, automatically implies their acceptance.

11. RESPONSIBILITY

Killview LLC is subject to an obligation of means. In the event that it is established that Killview LLC has committed a fault and that its liability is engaged, this liability will be limited to an amount equivalent to a maximum of 30% of the amount excluding VAT mentioned in the offer.

The elements provided to Killview LLC remain the property of the Client, who bears all risks of damage (total or partial), loss, or theft, regardless of the cause. The Client undertakes to perform regular backups (at least every 48 hours) of the environment in which the services are provided by Killview LLC. The Client’s compliance with this obligation will be taken into account when determining any potential liability of Killview LLC.

Killview LLC shall not be liable for any damages suffered by the Client unless such damages result directly and exclusively from gross negligence and willful misconduct on the part of Killview LLC. Furthermore, Killview LLC shall not be liable for any faults committed by its employees, agents, or any third party acting on its behalf. Under no circumstances shall Killview LLC be liable for any indirect or consequential damages whatsoever suffered by the Client, including but not limited to any financial and/or commercial loss, loss of profits, loss of data, etc. Killview LLC is released from all liability related to the Services once all elements necessary for their proper use have been delivered.

Without prejudice to the short time limit for reporting apparent defects (which must be reported upon receipt of delivery), any action against Killview LLC for latent defects and/or breach of its obligations must be brought within 6 months of delivery. Failing this, Killview LLC may invoke the statute of limitations and will be released from all liability to the Customer.

The Client is solely responsible for the content displayed on materials produced by Killview LLC, including websites, particularly with regard to its legality (public order, morality, third-party rights, etc.), as well as for the use of the Services provided by Killview LLC. The Client must not, in any way whatsoever, violate the law, public order, morality, and/or the rights of third parties (trademark rights, copyright, database protection, etc.). Therefore, the Client shall indemnify Killview LLC against any action brought by a third party resulting from the Client’s failure to comply with any of its obligations and, in the event of a dispute, shall, in particular, bear all costs incurred by Killview LLC (legal fees, consultant fees, travel expenses, damages, etc.).

The Client acknowledges having been informed and having obtained the necessary information from qualified personnel before ordering the Services, particularly regarding the creation of websites and their potential subsequent modifications. Consequently, the Client releases Killview LLC from any liability concerning this prior advice, especially if the Client intends to modify certain settings and/or content themselves, etc.

12. PRIVACY AND PERSONAL DATA

If the Service requested by the Client involves the collection of consumer data (contests, etc.), the Client remains solely responsible for the processing of personal data and undertakes to take specific measures to comply with the provisions of the Belgian Law of 8 December 1992 on the processing of personal data (or any subsequent provisions relating to this matter) and other applicable mandatory provisions of Belgian law. Unless expressly stipulated otherwise, Killview LLC accepts no responsibility for this aspect of privacy and the processing of personal data. The Client bears all related obligations. Furthermore, if any personal data is communicated to Killview LLC, the Client acknowledges having the right to transfer it and will hold Killview LLC harmless from any claims in this regard.

13. CONFIDENTIALITY

Throughout the collaboration between the parties and even after it has ended, the Client undertakes not to disclose to anyone any information relating to the business of Killview LLC and/or its clients which it may have learned during their collaboration.

The Client shall refrain from disclosing to third parties, or using, any confidential information whatsoever (including any document, know-how, code written and/or developed by Killview LLC, including access codes and passwords provided to the Client by Killview LLC to enable access to information concerning the Client), without having obtained the prior written consent of Killview LLC.

14. MISCELLANEOUS PROVISIONS

The invalidity of any provision of these General Terms and Conditions shall not affect the validity of the remaining provisions and shall not render them invalid. If necessary, the parties shall negotiate in good faith a clause pursuing the same objective as the invalid clause and having equivalent effects.

Neither Party may rely on any verbal or implied modification of these Terms and Conditions, nor on any implied or implied waiver by the other Party of any right arising from these Terms and Conditions. Any waiver of any right arising from these Terms and Conditions must be expressly stated in writing by the Party waiving that right. Killview LLC reserves the right to modify these Terms and Conditions at any time, provided that the Client is notified. This notification will be made by email or any other written means. The new Terms and Conditions will become effective 30 (thirty) days after notification to the Client.

Killview LLC reserves the right to assign, transfer, or otherwise dispose of, in whole or in part, at any time and without prior notice or information to the Client, its rights and obligations and/or to subcontract certain Services, without requiring the Client’s prior written consent, which the Client hereby accepts without reservation. However, the Client may not transfer, in whole or in part, whether for consideration or free of charge, its rights and obligations without the prior express consent of Killview LLC.

15. FORCE MAJEURE

The parties shall not be held liable for the non-performance of their obligations in the event of force majeure such as, in particular, war, unrest, destruction by fire or other cause, total or partial failure of suppliers, subcontractors or agents, total or partial strike, disruption in internal organization, blockage of road access and means of transport and/or communications, flood, fire, accident, etc.

16. RESOLUTION AND TERMINATION

At its sole discretion, Killview LLC may suspend one or more of its obligations and/or terminate the contract, in whole or in part, without any right to compensation for the Client, particularly in the following cases:

Subject to three months’ notice, notified to the Client by registered letter with acknowledgment of receipt;

In the event of non-payment of invoices, after sending a formal notice which has remained unsuccessful for 15 days;

In the event of non-compliance with its obligations by the Client (including failure to provide the required information, lack of collaboration, constant modification of the project, etc.);

In the event of exceptional circumstances (such as, in particular, a reduction in the team and/or an internal reorganization of the structure of Killview LLC) and subject to any prior notice determined by Killview LLC, and/or in the event of force majeure, whether these exceptional circumstances and/or force majeure events occur at Killview LLC, its suppliers or at other contracting parties;

In the event of bankruptcy, judicial liquidation, judicial reorganization and/or any similar procedure establishing in particular a state of cessation of payment and disruption of credit on the part of the Client, as well as a situation of competition between creditors;

If Killview LLC discovers a violation of the law (particularly regarding the use of websites) or in the event of a request from a public authority, a legal demand, or third-party claims that Killview LLC deems justified and sufficiently serious, it will make its best efforts to inform the Client as soon as possible.

In the event of a breach by either party of its obligations under this agreement, and provided that no remedy has been established within 30 days of the date of sending a registered letter with acknowledgment of receipt notifying the breach in question, the other party may, without prior judicial authorization, terminate the contract, without prejudice to any damages that may be due. This right of termination does not, however, prejudice the exclusions and limitations of liability set forth in the provisions of the General Terms and Conditions.

Upon termination of the collaboration between the parties, for whatever reason, the Client must, without delay, cease all use of the elements belonging to Killview LLC and/or destroy the documents or elements considered confidential by Killview LLC.

17. APPLICABLE LAW AND JURISDICTION

The relationship between the parties is governed by American law. In the event of a dispute, only the courts of the state of Delaware will have jurisdiction. The language of the proceedings will be English.

II. GRAPHIC ACHIEVEMENTS

18. PRINTING, PROOFS AND PROOF APPROVAL

The delivery of the proof or print order, duly signed and dated by the Client, releases Killview LLC from all liability for any errors or omissions discovered after printing. The proof remains the property of Killview LLC and serves as evidence in the event of a dispute.

Jobs that are printed urgently, without a proof signed by the Client, are executed at the Client’s own risk, without the Client being able to hold Killview LLC liable.

19. CONFORMITY OF THE RENDERING

Regarding printing, Killview LLC does not guarantee exact color reproduction or perfect stability of the products used (particularly the ink). A certain degree of tolerance is acceptable.

If Killview LLC is found liable, its liability will be limited, at Killview LLC’s sole discretion, either to correcting the material, excluding any damages, or to damages, within the limits set forth in Article 11.

20. REPRODUCTION

If Killview LLC is only responsible for the graphic design and not for reproduction and/or printing, the Client only has a license allowing them to produce a number of copies of the creation, subject to respecting the rights of Killview LLC.

III. WEBSITE CREATION

21. Overall Design of a New Website, Web/Mobile Application

The design of a new website by Killview LLC includes several phases, which are detailed in the offer, specifications or any specific document prepared by Killview LLC.

At its sole discretion, Killview LLC uses subcontractors and suppliers and employs the tools it deems most appropriate to meet the Client’s expectations and achieve the established objectives. Any technical modifications and changes in partnership will provide the Client with performance at least equivalent to that delivered at the time the contract was signed.

22. WEBSITE CONTENT

Killview LLC uses the basic modules of the CMS or software provided. If specific modules need to be added and/or are requested by the client, these will be billed separately. Extensions inserted into the website structure (word processor, form, sitemap, RSS feed, PDF converter, web links, search engines, slideshows, etc.) may be subject to a paid license and will be billed to the client separately.

Static content is managed and integrated by Killview LLC. The Client is responsible for providing the website’s text content (proofread and corrected) in electronic format, all at once, by the agreed-upon date. The Client is responsible for encoding the content in the CMS (content management system) or other software. The Client is also responsible for drafting legal notices, terms of use, general terms and conditions of sale, etc. Under no circumstances will Killview LLC be liable for any breach resulting from the posting of contractual content governing the Client’s business (or the absence of such content).

The Client must provide high-quality images for which they hold the copyright. For a specific fee, Killview LLC can also search for and purchase images from stock photo libraries, the cost of which will be borne by the Client.

Unless otherwise expressly stated by Killview LLC, the site is intended to be in one language.

23. REFERENCING

Website ranking is primarily dependent on the website’s content, which is the Client’s responsibility. For services related to ranking or any other technique for promoting the visibility of online content, the Client is solely responsible for choosing the SEO terms, keywords, descriptions, etc., intended to drive users to the Client’s content. The Client indemnifies Killview LLC against any claims from third parties who believe they have been harmed in any way by the promotion of the content published by the Client and/or the choice of terms used. Without making any commitment or assuming any responsibility for the website’s ranking on search engines, Killview LLC strives to optimize the website for organic search engine optimization.

24. COMPATIBILITY

The delivered website will be tested with the most common browsers (Firefox, Explorer, Chrome, Safari), based on the two latest versions of these browsers. Killview LLC does not test the rendering and cannot guarantee an equivalent user experience on other browsers or versions.

The website is optimized for mobile devices (Android and iOS). This is basic optimization, including a mobile menu. Unless expressly stated otherwise, the offer does not include a dedicated mobile site and does not include any modifications to the user interface or content structure for these devices.

25. WEBSITE LAUNCH AND WARRANTY

For a period of three weeks following the website launch, Killview LLC will address any technical bugs reported by the Client. This does not include corrections, wording changes, improvements, etc., which will be subject to a separate quote if necessary.

The website being launched on its final domain name constitutes delivery. If Killview LLC is not responsible for hosting the website, it is the Client’s responsibility to put Killview LLC in contact with its hosting partner. If the Client fails to do so within 15 days of Killview LLC’s request, the website will be considered delivered and the 3-week warranty period will begin.

Regardless of when they occur, Killview LLC accepts no responsibility for the following:

Any damage and bugs that may occur as a result of a modification to the website made by the Client, a website user and/or any third party;

Technical bugs appearing after 3 weeks;

Occurrence of problems on the Client’s website, following the editing of content after its delivery;

Updating WordPress modules and providing support for back-office code-related issues;

New version of one of the components and/or the CMS released during the implementation phase (or after);

Anomalies and/or bugs related to external components and plugins installed on the website (which remain under the sole responsibility of their author).

Killview LLC’s intervention to resolve these types of problems can be arranged, subject to the conclusion of a specific contract (see below) and the invoicing of these services as technical maintenance, based on an hourly rate to be agreed upon between the parties.

26. LIMITS AND CHARACTERISTICS OF THE INTERNET

The Client accepts the characteristics and limitations of the Internet and acknowledges in particular the following: Data transmitted over the Internet is not protected, especially against potential interception. Killview LLC shall under no circumstances be held liable for problems related to hosting, search engine optimization, data transmission reliability, access times, or website loading speed. It is reiterated that Killview LLC is not bound by an obligation of result, but only by an obligation of means.

27. CLIENT OBLIGATIONS RELATING TO THE CREATION OF WEBSITES

The Client is required to test all tools and programs provided to verify their conformity, absence of defects, and compatibility with their environment before proceeding with their actual use. The Client is expressly informed that even minor modifications to the programs may render the entire system unusable.

The Client agrees to use the computer network, website, and email services, etc., in accordance with their intended purpose and not to violate its legal obligations, including sending unsolicited advertising messages, reproducing content without the required authorizations, etc. Killview LLC reserves the right to conduct targeted and temporary monitoring of the use of the Services and to interrupt access to the Services (including blocking access to the web space, disconnecting the site from the network, etc.), and/or terminate the contract, without notice or compensation, at the Client’s expense, in the event of the Client’s failure to comply with its obligations. Killview LLC is the sole judge of any misuse of the Services.

IV. DOMAIN NAME AND WEBSITE HOSTING

28. DOMAIN NAME AND WEBSITE HOSTING

Killview LLC can handle the reservation, registration, and/or renewal of the Client’s domain name, as well as the arrangements for hosting their website with a service provider chosen by Killview LLC. For these services, Killview LLC primarily works with GANDI. At its sole discretion, Killview LLC may change service providers, provided that such a change offers the Client performance at least equivalent to that provided at the time the contract was signed. Any changes will be communicated to the Client, particularly regarding hosting plans and options.

The details and options of the chosen subscription for the server platform space reserved for the Client are specified in the offer or any other document provided to the Client. Any modification requested by the Client must be expressly approved by Killview LLC.

The terms and conditions relating to the Client’s domain name and website hosting are separate from the terms and conditions relating to the website’s development. Regarding the domain name and hosting, Killview LLC acts solely as an intermediary between the Client and the service provider. It is the Client’s responsibility to gather all necessary information about the provider, the services offered, their cost, applicable terms and conditions, etc. When concluding the contract for the domain name and/or website hosting, Killview LLC is required to accept the service provider’s terms and conditions on behalf of the Client. The Client acknowledges having read these terms and conditions and accepts their application, thereby releasing Killview LLC from any liability. The Client agrees to comply with these terms and conditions. The Client also acknowledges being fully aware that the terms and conditions relating to each domain name vary depending on the chosen extension (.be, .net, .com, etc.).

29. CONTRACT DURATION

The contract for the domain name and/or website hosting is concluded for a minimum term of one year. The validity, start, and expiry dates are specified in the invoice sent to the Client. The contract is automatically renewed for the same period unless terminated by either party in writing with proof of receipt, between 90 and 60 business days before the current expiry date.

Provided that the agreed terms are respected, the termination of the contract takes effect automatically and without compensation.

30. OBLIGATIONS of Killview LLC

Killview LLC only assumes an intermediary role between the Client and the service provider and/or any competent authority in the allocation and management of domain names.

Regarding website hosting, Killview LLC, acting as an intermediary, is solely responsible for setting up the hosting and providing technical support in collaboration with the service provider. Killview LLC provides the Client with the necessary technical means to transfer their data to their allocated disk space. Killview LLC commits to being available for any questions related to the service provider’s services during its office hours, Monday through Friday (excluding public holidays and vacation periods). In the event of a problem, however, Killview LLC remains dependent on the responsiveness of the service provider, which is not its responsibility.

Technical support services are billed on a time and materials basis.

Without prejudice to the general provisions, Killview LLC assumes no responsibility for the services of the service provider and for any damages that the Client may suffer as a result of a problem in the performance of these services (including: slowdowns or difficulties in accessing the site for any reason whatsoever; contamination by viruses of the Client’s data and/or software, the protection of which is the responsibility of the Client; loss of emails or other means of communication; damage that may be suffered by equipment connected to the server platform, which is under the sole responsibility of the service provider; misappropriation of any information of a sensitive nature to the Client; etc.).

Regarding domain names, Killview LLC has no influence over their allocation. Furthermore, Killview LLC cannot guarantee that the allocated domain names are free of rights or will remain so and be usable in the long term. The Client warrants that the requested domain name does not infringe upon the rights of third parties and specifically releases Killview LLC from any claims and/or demands for damages from third parties arising from the fraudulent use of a domain name.

31. TERMINATION OF DOMAIN NAME AND/OR HOSTING AGREEMENT

Killview LLC reserves the right to terminate a domain name, particularly if it infringes upon the rights of a third party and/or does not comply with applicable law. Similarly, Killview LLC reserves the right to terminate the website hosting contract if the website is used fraudulently.

Any termination, whether initiated by the Client, Killview LLC or a third party, will not in any case entail a possible free replacement and will not be subject to any refund, unless the Client demonstrates that it is a wrongful unilateral termination on the part of Killview LLC.

32. OWNERSHIP OF THE DOMAIN NAME

The Client retains ownership of their domain name. If the Client wishes to reclaim their domain name and manage it themselves, Killview LLC will provide the necessary support and availability. This service will be billed on a time and materials basis.