Acceptance of Terms and Conditions

In the absence of a formal, signed agreement, these  Terms and Conditions (the “Agreement”) are between you (the “Client”) and K2 Ultimate Incentives LLC ("Company," "We," "we," "Us," "us," "Our," "our") and will apply and are deemed accepted by your engagement included by not limited to by purchasing products, requesting information on our products, services, or Company, or by accessing or using Our website. http://www.k2ultimateincentives.com

Client agrees to abide by these Terms and Conditions, Our Universal Privacy Policy, as well as any additional terms and agreements that may apply to specific products and services and formal service agreement. 

Please read these Terms and Conditions carefully before purchasing, using, or otherwise engaging with, Our products or services, accessing or using Our Website. If you do not agree to these Terms or Our Privacy Policy, you must not purchase or use any of Our products or services, or access or use the Website.

Our website, products, and services are intended solely for clients and their recipients who are eighteen (18) years of age or older. By accessing or using Our website, products, or services, you affirm that you are 18 years of age or older.

Our Services are not directed to individuals under the age of 13. In accordance with the U.S. Children’s Online Privacy Protection Act (COPPA), we do not knowingly collect personal information from children under the age of 13.

If we become aware that we have inadvertently collected personal information from a child under 13 without verified parental consent, we will take immediate steps to delete such information and inform the child (or their parent or legal guardian) that we have done so.

If you believe we may have collected personal information from a child under 13, please contact us immediately at karen@k2ultimateincentives.com.

Our products and services are sold within the United States and its territories. However, recipients or employees residing outside of the United States may still use these products and services, subject to compliance with applicable local laws and regulations. With Our partnerships we are able to service customers globally.

 Changes to the Terms and Conditions

We reserve the right to update or modify these Terms and Conditions at any time, at Our sole discretion. Any changes will take effect immediately upon notification via email and will apply to all future access and use of the Website, products, and services.

Clients with signed formal agreements will receive notifications of any updates via email. For all other Clients, it is their responsibility to periodically check this page for any updates, and the "Last Updated" date will reflect when changes were made.

Please note, changes to the dispute resolution provisions under the Governing Law and Jurisdiction section will not apply to disputes for which the parties have actual notice on or before the date the change is posted.

By continuing to use the Website, products, or services after the revised Terms and Conditions have been communicated, you agree to be bound by the updated Terms.

We make every effort to have all products and service information on our website up to date. However, we do not warrant the accuracy, completeness, or reliability of any product description, pricing, or availability. We reserve the right to change or discontinue products at any time without notice.

Company is in the business of providing certain coordination services, including, sourcing, account management, and limited fulfillment (“Services”), to assist Client in managing incentive, employee engagement, reward, and recognition programs which may or may not additionally include promotional products (“Products”)

Company serves as an independent representative of and may explicitly work with its suppliers and other third-party vendors (“Suppliers”) to deliver some of the Services and Products. 

By placing an order for a product or service, you are making an offer to purchase that product or service, which we may accept or decline at our discretion. All prices are in USD currency and subject to applicable sales taxes. You agree to provide accurate payment information and authorize us to charge your payment method for the full amount of your purchase. Unless otherwise provided in a service agreement Statement of Work, the Company agrees to invoice the Client for Fees that are then payable for Services and/or Products. The Client agrees to pay all invoiced amounts due to the Company upon the Client’s receipt of such invoice. All payments hereunder shall be in USD currency and made by credit card, check, or ACH transfer. Payments made by check or ACH transfer will not incur any additional fees. Payments made by credit card will incur a three percent (3%) processing fee.

All terms and conditions set forth in any signed and agreed-upon service agreement and or addendum between the Company and the Client shall govern the relationship between the parties. However, in the event that any applicable terms or provisions are not addressed in the service agreement, or one does not exist, the terms outlined in this Terms and Conditions document shall apply. In such cases, these Terms and Conditions will supplement and form part of the overall agreement between the parties.

We respect your privacy and are committed to protecting your personal data. Please refer to our Privacy Policy for detailed information on how we collect, use, and protect your personal information. By using our products or services, you consent to our Privacy Policy. You may access the Website Privacy Policy here https://k2ultimateincentives.com/website-privacy-policy or our Universal Privacy Policy https://k2ultimateincentives.com/universal-privacy-policy

The Company is committed to complying with all applicable laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), and the Gramm-Leach-Bliley Act (GLBA), as applicable to the services provided.

However, as the Company’s services and products generally only collect basic contact information (such as name, email address, mailing address, and/or phone number), no health data, financial data, or government data is collected. The Company does not collect sensitive information such as financial details or protected health information (PHI), and our services are not intended to process or even identify such data.

If requested, industry or company specific data protection policies will be clearly defined in the service agreement between the Company and the Client. The terms outlined in the service agreement will govern the handling, storage, and protection of the data, and these Terms and Conditions will serve as a supplemental agreement unless otherwise stated in the service agreement.

Artwork Requirements & Fees Artwork Submission

For final product orders, clients must provide their logo or artwork in its original Vector format (.ai or .eps). Re-saved files in Vector format are not acceptable.

Files such as .png or .jpg are not considered Vector files.

If assistance is needed in creating a Vector file, our art team can help for a fee.

Our team can create or modify artwork for Client’s promotional product order for a fee, independent of the supplier’s production setup. Company will ensure the artwork meets the supplier’s specifications before submission. If any adjustments are needed to meet product requirements, Company will make the necessary changes and send the artwork back to Client for approval.

Company will notify Client of any changes that may affect the appearance of the Client’s logo.

If client chooses to bypass our art team for final logo submission, production times may be extended, and Company cannot guarantee the final appearance or quality of Client’s logo.

Up to $150 for the first use of Client’s logo (covers creation or modification of artwork).

$15-$35 for minimal adjustments (e.g., resizing or color changes).

Up to $150 for new logos (e.g., wording changes).

Once Client’s logo is on file, no additional fees apply for identical designs and identical product reorder.

All orders are subject to supplier-specific set-up fees, which will be included in Client’s estimate.

A virtual or physical proof of Client’s design may be provided for approval prior to production upon request, or when it is a first-time order.

Pre-production proof charges are determined by the supplier.

When applicable and required by the supplier, Client must approve the pre-production proof to confirm colors, layout, and design details before final production begins. These fees, based on the supplier's terms and conditions, will be added to Client’s invoice.

Clients may request a digital proof at the time of order.

Samples may be requested and can be available for review to assess product quality. Additional fees may apply, depending on the supplier and required sample.

Blank samples are provided at no cost to the Client if an order is placed, either for that specific product or a similar item within the same estimate / order.

If no order is placed, the sample product, along with delivery and handling fees, will be invoiced.

The Client agrees to provide all requested trademarks, designs, logos, information, documents, samples, products, services, or any other materials (collectively, "Client Materials") to the Company in a timely manner.

The Client ensures that all Client Materials are complete and accurate in all material respects.

The Client and its licensors retain full ownership of all rights, title, and interest in and to the Client Materials, including all Intellectual Property Rights.

The Company shall have no right to use the Client Materials except as necessary to provide the agreed Services and Products to the Client, and all other rights are expressly reserved by the Client.

In the absence of a formal, signed agreement, the Company will seek explicit approval from the Client prior to the public publication* or distribution of any materials created using the Client’s logo, proprietary content, or other Client materials, including any derivative works such as case studies, promotional content, or other marketing materials.

*Internal creation and communication among the Company's employees, consultants, third-party suppliers, art teams, or other partners for the purpose of developing proofs, mockups, or internal drafts are not considered public publication and do not require approval at this stage. However, once materials are ready for public release, the Client will be notified, and explicit approval will be sought before any materials are publicly produced, distributed or made available.

The Company requires the Client's approval for all artwork, applicable pre-production proofs, fees, and supplier terms and conditions before any order is placed. Once approved and the order is processed, all change requests, cancellations, refunds, returns, and other terms will apply. Please ensure that you carefully review all logo placements and dimensions before providing approval.

Requests for changes or cancellations after production begins may incur additional charges.

All estimates will include estimated production and delivery times based on the supplier's schedule.

Production time is set by the supplier and typically ranges from 5-15 business days but may extend up to several months depending on the product and supplier.

Production begins once the supplier has received full payment, artwork, and order confirmation. The Company will notify the Client when production starts.

We aim to deliver the best quality products on time and meet customer deadlines. If we are unable to meet your requested deadline, we will inform you during the estimate process.

Rush orders may be available at an additional cost set forth by the supplier.

We make reasonable efforts to ship physical products in a timely manner. Shipping times are estimates and may vary based on location, weather, and other factors. We are not responsible for delays caused by shipping carriers. For digital products, you will receive access instructions or delivery details upon confirmation of payment.

Shipping costs are calculated based on the shipping method, weight, package size, and destination. Delivery estimates may vary due to weather or carrier delays.

Once your order is shipped, tracking information will be provided.

Samples that lead to an order are shipped for free. If no order is placed, you will be invoiced for both the sample and shipping costs.

Shipping fees for drop-shipped orders are determined by the supplier’s terms and conditions.

If we handle the shipping, we will use the most cost-effective method to meet your delivery date. Expedited shipping is available at an additional cost, and any extra expedited shipping fees must be paid within 15 days of receiving the invoice.

 Handling fees may apply and typically include the following:

· Packaging Costs: Materials used to package your products for safe delivery (e.g., boxes, bubble wrap).

· Order Processing: Administrative work involved in processing and preparing yourorder.

· Labeling & Documentation: Costs for printing shipping labels, invoices, or other required documents.

· Assembly or Kitting: If items need to be bundled or assembled, this fee covers the labor involved.

· Storage Fees (if applicable): Costs for storing products before shipping (e.g., for large orders or long lead times).

· Special Packaging or Handling: Additional care required for delicate or oversized items.

We provide estimated delivery times during the order process. Once shipped, tracking information will be provided.

We offer standard, expedited, and express shipping options. For some orders, third-party suppliers may handle shipping, which could affect the shipping terms.

You may provide a shipping account number for billing purposes.

K2 Ultimate Incentives reserves the right to offer discounts at its discretion, based on factors such as supplier pricing, volume, and other considerations. Discounts may vary at different times and with different suppliers and will not always be communicated widely. However, K2 will be fair and transparent with Clients in all pricing matters. Any pricing, including applicable discounts, will be clearly reflected in individual estimates provided to the Client.

K2 reserves the right to offer discounts at its discretion. Any broader or public discounts will be communicated through our monthly newsletter, via email, or on our website.

You agree not to use our products or services for any unlawful or prohibited activities, including but not limited to:

· Violating any applicable laws or regulations.

· Engaging in fraudulent, abusive, or harmful behavior.

· Attempting to access unauthorized areas of our website, systems, or databases.

· Using the products or services in a way that could damage, disable, or impair them.

View Website Terms of Use  https://k2ultimateincentives.com/website-terms-of-use

All intellectual property rights, including trademarks, copyrights, patents, and content related to our products, services, website, and all associated content (including, but not limited to, text, images, video, audio, and design) are owned or licensed by the Company, our partners, or our suppliers and are protected by U.S. and international copyright, trademark, patent, and other intellectual property laws. This includes proprietary content on the Company website and any trade secrets or confidential business information owned by the Company. You may not use, reproduce, or distribute any of our intellectual property, our supplier platforms or products without written permission.

 You may only:

• Temporarily store copies of materials in RAM while accessing and viewing them.
• Store files automatically cached by your web browser for display purposes.
• Use social media features provided by us, if available.

You may not:

• Modify, reproduce, distribute, or create derivative works of any materials unless given consent.
• Use illustrations, photos, videos, or graphics separately from the accompanying text.
• Remove or alter any copyright, trademark, or proprietary notices.

For any use of materials beyond these allowances, please contact Karen Kelly at karen@k2ultimateincentives.com for written permission.

Unauthorized use of our intellectual property, including printing, copying, modifying, or sharing materials without consent, will result in a breach of these Terms. We reserve the right to immediately terminate your access to our website, products, and services, and request that any copies made be returned or destroyed.

If you wish to make any use of material on our Website, products, services, communications, newsletters, or RFP’s other than that set out in this section, please address your request to: karen@k2ultimateincentives.com.

Ownership of Marketing Materials:

While Company may create and use marketing materials (including but not limited to promotional images, case studies, and other marketing assets) in connection with the services provided, the ownership of certain materials, such as logos, product designs, and promotional content, may remain with third-party suppliers or other external entities. These materials are provided for the purpose of showcasing Company work or offering related services, but the Company does not claim ownership of these third-party materials. 

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates, partners, or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on our Website or in our materials are the trademarks of their respective owners.

You may use Our Website, newsletters, products, or materials only for lawful purposes and in accordance with these Terms of Conditions. You agree not to use Our Website. Products, services, newsletters, or materials:

· In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

· For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

· To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Conditions.

· To transmit, or procure the sending of, any advertising or promotional material without Our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

· To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

· To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of this Website, or which, as determined by Us, may harm the Company or users of this Website, or expose them to liability.

Additionally, you agree not to:

· Use our Website, products, services, newsletters, or materials in any manner that could disable, overburden, damage, or impair or interfere with any other party’s use of Our Website, products, services, newsletters, or materials including their ability to engage in real time activities through this Website.

· Use any robot, spider, or other automatic device, process, or means to access Our Website, products, newsletters, or materials for any purpose, including monitoring or copying any of the material.

· Use any manual process to monitor or copy any of the material on our Website, products, services, newsletters, or materials or for any other purpose not expressly authorized in these Terms of Conditions, without Our prior written consent.

· Use any device, software, or routine that interferes with the proper working of Our Website, products, services, newsletters, or materials.

· Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

· Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Our Website, products, newsletters, or materials the server on which Our Website, products, or newsletter is stored, or any server, computer, or database connected to Our Website, products, or newsletters.

· Attack Our Website, products, newsletters via a denial-of-service attack or a distributed denial-of-service attack. 

· Otherwise attempt to interfere with the proper working of Our Website, products, newsletters, and materials.

Our Website currently does not, but may in the future contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through this Website.

All User Contributions must comply with the Content Standards set out in these Terms of Conditions.

Any User Contribution you post to our Website, or social media posts will be considered non- confidential and non- proprietary. By providing any User Contribution on Our Website or social media, you grant Us and our affiliates and service providers, and each of their and Our respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

· You own or control all rights in and to the User Contributions and have the right to grant the license granted above to Us and Our affiliates and service providers, and each of their and Our respective licensees, successors, and assigns.

· All your User Contributions do and will comply with our Terms of Use and Terms of Conditions.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of Our Website or social media.

We have the right to:

· Remove or refuse to post any User Contributions for any or no reason in Our sole discretion.

· Take any action with respect to any User Contribution that We deem necessary or appropriate in Our sole discretion, including if We believe that such User Contribution violates these Terms of Conditions, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of this Website or the public, or could create liability for the Company.

· Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.   

· Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of this Website.

Terminate or suspend your access to all or part of this Website for any or no reason, including, without limitation, any violation of these Terms of Use.

Without limiting the foregoing, We have the right to cooperate fully with any law enforcement authorities or court order requesting or directing Us to disclose the identity or other information of anyone posting any materials on or through this Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, We do not undertake review of all material before it is posted on Our Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Currently, our Website does not allow User Contributions and use of Interactive Services. Should these features become available in the future, all User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions, if any, must not:

· Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

· Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

· Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

· Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and Our Privacy Policy.

· Be likely to deceive any person.

· Promote any illegal activity, or advocate, promote, or assist any unlawful act.

· Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

· Impersonate any person or misrepresent your identity or affiliation with any person or organization.

· Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

· Give the impression that they emanate from or are endorsed by Us or any other person or entity, if this is not the case.

 Copyright Infringement

If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement via email to karen@k2ultimateincentives.com.It is the policy of the Company to terminate the user accounts of repeat infringers.

The information presented on or through Our Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this

information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to Our Website, or by anyone who may be informed of any of its contents.

Our Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We may update the content on Our Website from time to time, but its content is not necessarily complete or up to date. Any of the material on our Website may be out of date at any given time, and We are under no obligation to update such material.

We include features on the linked page https://k2ultimateincentives.espwebsite.com/Website for you to browse Our good and services, create a user account, and save your searched items. However, ALL purchases through the Company or other transactions for the sale of goods or services are not carried out through this Website and are governed by a separate agreement you execute with the Company with its own payment arrangements. We may process customer payments using third-party providers, including, but not limited to, Mx Merchant. The processing of your payment information is governed by such third-party providers’ privacy policies. We do not have access to your credit card or other payment information through Mx Merchant. We may, however, receive reporting data from Our third-party providers.

All information We collect on our Website, products, newsletters, and materials is subject to Our Privacy Policy. By using Our Website, products, newsletters you consent to all actions taken by Us with respect to your information in compliance with Our Privacy Policy.

More information and applicable Website Terms of Use can be found here

https://k2ultimateincentives.com/website-terms-of-use

You understand that We cannot and do not guarantee or warrant that files available for downloading from the internet, newsletters, or Our Website, if any, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining an external means to Our Website and communications for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THIS WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THIS WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF OUR WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH, REFERENCED ON, OR RELATED TO OUR WEBSITE, PRODUCTS, NEWSLETTERS, OR OTHER MEANS OF COMMUNICATION IS AT YOUR OWN RISK. THIS WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED

THROUGH THIS WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THIS WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THIS WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THIS WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THIS WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THIS WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, DAMAGE TO BRAND OR REPUTATION, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY

AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO THE COMPANY PURSUANT TO THIS AGREEMENT.

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, agents, and assigns from and against any and all claims, liabilities, damages, judgments, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or in connection with:

1. Your violation of these Terms and Conditions or any applicable laws;

2. Your use of Our website, its content, services, or products in a manner not authorized by these Terms and Conditions;

3. Any claims, demands, or actions arising from your User Contributions (if any) or any information you provide to the Company;

4. Any third-party claims related to your use of the website or services.

All matters relating to Our Website, Website Terms of Use, and these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the state of Arizona, without giving effect to any choice or conflict of law provision or rule (whether of the state of Arizona or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms and Conditions or Our Website, which is not subject to arbitration, shall be instituted exclusively in the federal courts of the United States or the courts of the state of Arizona, in each case located in Maricopa County. However, We retain the right to bring any suit, action, or proceeding against you for breach of these Terms and Conditions, Our Website, and Website Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Any dispute arising out of or related to these Terms and Conditions that cannot be resolved through informal negotiation must be submitted to non-binding mediation before either Party may initiate any legal action or pursue arbitration.

· To begin the mediation process, the Party initiating the dispute must notify the other Party in writing ("Mediation Notice").

· The Parties will mutually select a mediator, and the mediation will take place in Maricopa County, Arizona, within sixty (60) days of the Mediation Notice.

· If either Party refuses or fails to participate in selecting a mediator, the initiating Party may select one independently. 

· The costs of mediation will be split equally between the Parties.

· The mediator will declare the mediation "Complete" when the Parties agree the process is finished or when the mediator determines that no resolution can be reached.

· If the mediation does not result in a resolution, the Parties agree to submit the dispute to binding arbitration rather than litigation.

· Any dispute, claim, or controversy arising out of or relating to these Terms and Conditions, including disputes regarding their interpretation, enforcement, breach, or termination, shall be resolved exclusively through binding arbitration.

· The arbitration will be conducted in accordance with the rules of the American Arbitration Association, with Arizona law governing the proceedings.

· The location of the arbitration shall be in Maricopa County, Arizona, and the decision rendered by the arbitrator(s) shall be final and binding upon the Parties.

· If either Party refuses to participate in the mediation or arbitration process, the other Party may proceed with legal action in a court of competent jurisdiction.

Any claim or cause of action arising out of or relating to these Terms and Conditions must be filed within one (1) year from the date the cause of action accrues. After this one-year period, no such claim or cause of action may be brought and shall be permanently barred.

No waiver of any provision of these Terms and Conditions shall be deemed a continuing or further waiver of any other provision or a waiver of the same provision in the future. If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision will be severed, and the remaining provisions will continue in full force and effect. The Company’s failure to enforce any right or provision will not be deemed a waiver of such right or provision.

We reserve the right to suspend or terminate your access to our products or services at our discretion, without notice, for any breach of these Terms or for any reason. Upon termination, you must immediately cease using the products or services and return or destroy any related materials.

All terms and conditions set forth in any signed and agreed-upon service agreement and/or addendum between the Company and the client shall govern the relationship between the parties.

  However, if any terms or provisions are not addressed in the service agreement, or if no service agreement exists, the terms outlined in these Terms and Conditions shall apply. In such cases, these Terms and Conditions will supplement and form part of the overall agreement between the parties regarding the use of the Website and related products and services and will supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

With the exception of the terms specifically outlined in any signed business or service agreement between you and the Company, these Terms and Conditions and our Privacy Policy constitute the sole and entire agreement between you and the Company concerning the use of the Website, products and our services. In the event of any conflict between these Terms and Conditions and any signed service agreement, the terms of the service agreement shall govern and take precedence.

For these Terms and Conditions that include our Website Terms of Use, Website Privacy Policy, and Universal Privacy Policy

K2 Ultimate Incentives LLC located at 2535 W. Coyote Creek Dr., Anthem, AZ 85086.

All feedback, comments, requests for technical support, and other communications relating to our website should be directed to: karen@k2ultimateincentives.com.