Terms & Conditions + Licensing Agreement

TERMS & CONDITIONS + LICENSING AGREEMENT

HelpfulKat & KLMNOP (Katy Lexicon Muse Nexus Odyssey Palette)

1. Overview & Acceptance of Terms

By accessing, purchasing from, or using services provided by HelpfulKat ("Company"), including KLMNOP artwork and related products, the client ("Client") agrees to be bound by the following Terms & Conditions and Licensing Agreement.

These terms apply to all services, digital products, physical products, and creative works unless otherwise specified in a separate written agreement.

2. Scope of Services & Engagement Model

HelpfulKat operates under an assessment-first service model:

• New clients receive a complimentary 30-minute assessment
• Returning clients receive a 15-minute assessment per new agreement

Following assessment, a defined Scope of Work (SOW) is created. Work may be scheduled for future completion or completed immediately if feasible.

All services are limited to the agreed SOW. Additional work requires approval and may incur additional charges.

3. Intellectual Property Ownership

All intellectual property, including but not limited to LMNOP artwork and compositions, digital assets and templates, and branding, systems, and proprietary methods, remain the sole property of HelpfulKat (or Kathryn M. Hale) unless explicitly transferred in writing.

Purchases grant usage rights only and do not transfer ownership unless a formal buyout agreement is executed.

4. KLMNOP Licensing Agreement

4.1 License Grant

Upon full payment, the Client is granted a non-exclusive, non-transferable license to use the artwork according to the selected license tier.

4.2 License Tiers

Personal Use
Permits private, non-commercial use only, including personal display and informal sharing. Business use, resale, and monetization are prohibited.
Extended Use
Permits personal branding, portfolios, and social media display. Direct monetization, resale, or product use is not permitted.
Commercial Use — Small Business
Permits use for small-scale business branding, marketing, and online presence. Resale, sublicensing, and mass production are prohibited.
Commercial Use — Standard
Permits broader commercial use including advertising, campaigns, and branded materials. Ownership remains with HelpfulKat. Resale and sublicensing require written approval.
Enterprise / Full-Rights Review
Applies to large-scale commercial use, product lines, or exclusivity. Requires a separate written agreement defining scope, pricing, and rights.

4.3 Restrictions

Unless explicitly authorized:

• Artwork may not be resold as a standalone product

• Artwork may not be sublicensed or transferred

• Artwork may not be altered beyond agreed scope

• Artwork may not be used in a misleading or unlawful manner

4.4 Exclusivity & Buyouts

Exclusivity and ownership transfer are not included in standard licensing tiers and must be negotiated separately.

4.5 Scope of Use

"Scope of use" refers to where the artwork is used, how it is distributed, and whether it generates revenue. Any use beyond the agreed scope requires a license upgrade or written approval.

5. Payments & Billing

5.1 Payment Terms

• Payment is due as outlined in the invoice or agreement
• Services may require deposits prior to commencement
• Final deliverables may be withheld until payment is complete

5.2 Accepted Payment Methods

• Credit / debit cards
• Digital payment platforms
• Buy Now Pay Later (BNPL) services (if available)

5.3 Late Payments

Late payments may result in service delays or suspension, and additional fees if outlined in the agreement.

6. Cancellations & Refunds

6.1 Services

• Deposits may be non-refundable once work has begun
• Cancellation policies are defined in the SOW

6.2 Custom Artwork

Due to the personalized nature of KLMNOP artwork, refunds are not guaranteed once design work has started. Revisions are handled per agreement.

7. Revisions & Deliverables

• Revision limits are defined in the project scope
• Additional revisions may incur additional fees
• Final deliverables are provided in agreed formats only

8. Client Responsibilities

The Client agrees to:

• Provide accurate and timely information
• Communicate clearly regarding expectations
• Use deliverables within the agreed license scope

HelpfulKat is not responsible for outcomes resulting from misuse or misapplication of services or artwork.

9. Data Security & Privacy

HelpfulKat takes reasonable measures to protect client data, uploaded files, and project materials. However, no system is guaranteed to be completely secure. Clients assume inherent risks associated with digital systems.

10. Limitation of Liability

HelpfulKat shall not be held liable for indirect or consequential damages, loss of data, revenue, or business opportunities, or misuse of delivered services or products. Liability is limited to the amount paid for the specific service or product.

11. Third-Party Services

HelpfulKat may recommend or integrate third-party tools or services. The Company is not responsible for performance of third-party services, data handling by third parties, or external outages or failures.

12. Modifications to Terms

HelpfulKat reserves the right to update these Terms & Conditions at any time. Continued use of services constitutes acceptance of updated terms.

13. Governing Law

These terms are governed by the laws of the State of Ohio. Any disputes shall be resolved within the applicable jurisdiction.

14. Contact Information

For questions regarding these terms, licensing, or services:

HelpfulKat

Email: khale@helpfulkat.com

Location: Northeast Ohio (Cleveland, Akron, Columbus — local service areas)