Decorati Design Advisors Packages Terms and Conditions
THE TERMS AND CONDITIONS HEREIN, TOGETHER CONSTITUTE THE AGREEMENT (“Agreement”) APPLICABLE TO THE PURCHASE AND SALE OF DESIGN SERVICES AMONGST YOU (“Customer”, “you” or “your”) AND DECORATI INC. (the “Company”, “us”, “we” or “our”) AND INDEPENDENT CONTRACTORS (the “Designers”) PROVIDING THE SERVICES. BY ACCEPTING THE SERVICES, THE CUSTOMER AGREES TO THE FOLLOWING TERMS AND CONDITIONS.
YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM COMPANY, OR ITS PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS THEN YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: http://access.decorati.com/terms-of-use
Company reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether any such changes apply to both existing or future customers. Company may make changes or modifications to referenced policies or guidelines without notice to you. Your continued use of the Services following Company’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Payment for Services. Customer shall pay Company for the Services and the Company shall pay the Designers (net of Company’s commission) in accordance with the Agreement. All rates are stated net of all applicable federal, state, and local taxes. Company may change any fee, rate, or plan at any time upon Notice to Customer. Customer understands that fees paid for the Services are nonrefundable. This provision shall survive the termination of this Agreement.
2. Indemnification. Customer and Designers shall defend, indemnify and hold harmless Company, its affiliates and subsidiaries, and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “Indemnitees”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees and costs) which any of the Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Customer’s or Designers’ breach of any representation, warranty, or covenant contained in this Agreement, (ii) services provided, or not provided, by the Designers to the Customer, as a result of accepting the Services, (iii) claims or actions of third parties alleging unfair or deceptive trade practices or false advertising in connection with statements or claims made by Customer or Designers in connection with the Services or Customer’s and Designers’ acceptance of the Services, (iv) any claim or action or dispute between Customer, Designers and any third party in connection with the Services or Customer’s acceptance of the Services (including, but not limited to, Designers’ work performed for any third party as a result of accepting the Services, or any third party’s payment or failure to pay for Designers’ services). This provision shall survive the termination of this Agreement.
3. Disclaimers. Company makes no express or implied warranties, representations, or endorsements whatsoever (including, without limitation, warranties of title or non-infringement or the implied warranties of merchantability or fitness for a particular purpose) with respect to any information or services provided through any communications, including but not limited to, the Website, email, phone or fax. In the event a Customer has a dispute with the Designers, the Customer and the Designers release Company and its agents and employees from claims, demands, and damages arising out of or in any way connected with that dispute.
4. Intellectual Property. Company’s trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Company. Except as otherwise provided in the Agreement, Customer and Designers may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Company.
5. Limitation of Liability. COMPANY’S LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. COMPANY SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY DAMAGES CAUSED BY ANY SERVICE PROVIDED BY THE DESIGNERS TO A CUSTOMER, (C) ANY DAMAGES CAUSED BY TRANSMISSION, COMMUNICATIONS OR COMPUTER SYSTEM FAILURE OR (D) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, REVENUES OR PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AND DESIGNERS ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, COMPANY WOULD NOT ENTER INTO THIS AGREEMENT.
6. Agencies and Partnership. The Customer, Designers and Company are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between Customer, Designers, and Company. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
7. Dispute Resolution. Should the Customer or Designers have a dispute with one or more users, or an outside party, you release Company (and Campany’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Company encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
8. Privacy. Except as provided in Company’s Privacy Policy, Company will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent.
9. Governing Law. This Agreement shall be governed by the laws of the State of California, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of San Francisco and the State of California, and Customer and Designers consent to the jurisdiction of such court, and waive the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
10. Entire Agreement. This Agreement constitutes the entire agreement of the parties relative to its subject matter. Customer may not waive, modify or supplement, this Agreement in whole or in part, except for written permission or amendment by Company. Company reserves the right to unilaterally modify and revise this Agreement from time to time.
11. Assignment; Successors. Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Company may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
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