Services Agreement
By completing this purchase you agree to the following terms & conditions made between you (“Client”) and Kaio Studios, a business unit of Stinking Elk Holdings LLC, (“Consultant”), a Missouri Limited Liability Company. Client desires to retains the services of Consultant for the services purchased, and Consultant is willing to perform the services described within this Agreement.

Terms of Agreement:
The engagement shall commence at the time of checkout and shall continue to and including the date of final delivery of materials. This Agreement can be extended by mutual consent of the parties hereto upon the same terms and conditions for a period of time as agreed upon by the parties.

Duties:
Consultant shall provide strategy, planning, design, development and training services to the Client. Consultant agrees to furnish Client with consulting services as required and agreed upon in supplemental documents.

Compensation and Terms:
Client shall pay Consultant as described in online product listings for services purchased or at an hourly rate of $100/hour for services performed unless other pricing is specified in supplemental documents. Client shall pay Consultant a day rate of $750/day with a half-day minimum ($400) for all work on Client’s premises. Consultant will issue invoices to Client monthly or as described in supplemental documents. Invoices are due upon receipt.

Expenses:
Client shall pay all expenses reasonably incurred by Consultant in the course of performing services under this Agreement including licenses, travel expenses and other expenses as mutually agreed upon.

Confidentiality:
Consultant shall treat as confidential and shall not disclose or use for the benefit of any person other than Client any and all information made available or disclosed to Consultant as a result of this Agreement. Consultant shall have no obligation hereunder as to any portion of such information which is disclosed by Client publicly or to others without any restriction on use and disclosure. Consultant shall have portfolio and marketing rights to disclose work conducted under this Agreement upon the completion of specified work.

Rights and Licenses:
A. The work under this Agreement is not a work made for hire.
B. Consultant grants to Client a perpetual, irrevocable, fully paid, royalty-free, non-transferable, non-sublicensable, worldwide, non-exclusive license to use, reproduce, display and perform all or any portion of the materials provided under this Agreement. Consultant retains the right to distribute, disseminate, and otherwise license materials in any manner that does not violate any other portion of this Agreement. Consultant shall retain all rights to the source code of the software provided. Notwithstanding any provision in this Agreement, Client retains ownership of any data, information, or other property stored, saved, transmitted or otherwise transformed by the licensed application.
C. Consultant may utilize publicly distributed software, documentation and information within the work provided to Client under this Agreement, provided that said software, documentation and information is either in the public domain or is properly licensed for distribution under terms that do not conflict with the licensing of Client’s products in which they are included.

Relationship:
Consultant is retained by Client solely for the purposes set forth in this Agreement and Consultant’s relationship to Client shall be that of an independent contractor.

Waiver, Modification or Cancellation:
Any waiver, alteration or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall not be valid unless in writing and signed by the parties.

Assignment:
Any attempt to assign or transfer any rights, duties or obligations herein shall render such attempted assignment or transfer null and void.

Entire Agreement:
This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.

Liability:
In no event shall Consultant be liable for any damages arising from the products or services provided under the terms of this Agreement except for intentional wrongdoing or gross negligence by the Consultant.

Governing Law:
This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri.