TERMS OF SERVICE
Effective June 7, 2023
In Detail Design & Create, Inc., a Florida corporation doing business as Damn Good Designer (the "Company"), has adopted these terms of service to governing the rights and obligations of the Company and each customer who orders or purchases a seat in The Design ParadigmTM program.
The Program may be ordered by customers through the Company’s website at https://www.theinteriordesignparadigm.com, including other pages using the indetailinteriors.com domain (collectively, the "Website"), or through any other order forms the Company might make available on one or more occasions (“Order Forms”).
These terms of service are an agreement between the Company and each customer who orders one or more services through the Website or an Order Form (“you”). Among other rights and obligations of the parties, these terms of service govern your access to, your use of, and the Company’s provision of the Program (“Our Relationship”). THESE TERMS OF SERVICE WILL BE EFFECTIVE AS A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY DURING THE DURATION OF OUR RELATIONSHIP.
PLEASE CAREFULLY READ THESE TERMS OF SERVICE BEFORE SUBMITTING AN ORDER. UNDER THESE TERMS OF USE, YOU ARE GIVING UP IMPORTANT RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL.
1. Offer and Acceptance.
1.1 Your Order is an Offer
By submitting an order for one or more services through the Website or an Order Form, you irrevocably offer to purchase those services from the Company subject to these terms of service and the terms of the order.
Your order will become effective as an offer when it is submitted by you and received by the Company at its office in the state of Florida. You may not cancel the order once it is submitted.
1.2 The Company’s Response to Your Order
The Company is not required to accept your order. Our Relationship will begin on the day the Company accepts your offer ("Effective Date") by either (a) notifying you (other than by an automatic order confirmation) that the Company has accepted your order, or (b) performing under these terms of service for more than 5 days, with that acceptance being deemed to occur the day the Company first began to perform with respect to your order.
1.3 Refund Upon Rejection of Your Order
If you make one or more payments to the Company with respect to an order and the Company rejects that order, the Company will refund you the full amount of those payments. IF THE COMPANY ACCEPTS YOUR ORDER, YOU WILL NOT BE ENTITLED TO ANY REFUND unless the Company ends Our Relationship early under section 8.2 (titled “The Company’s Right to End Our Relationship Early”).
2. The Services - The Design ParadigmTM
2.1 Purpose
The purpose of the Program is to provide interior designers with workshops, coaching, educational materials, and tools to help them market and grow their businesses (“Purpose”).
2.2 Service Description
(a) Program Overview
The Program has two primary components:
- an educational component with training and coaching to assist clients in the Program with their own businesses (“Course”); and
- an optional certification component by which you, after satisfying the requirements of section 3.3, will be eligible to call yourself a Damn Good Designer™ and market yourself in accordance with these terms of service and the Company’s guidelines.
(b) Educational Component
The Program’s educational component is currently divided into 12 sections, which are as follows:
- Sections 1 & 2 – Business and the Magical Mojo Mindset.
- Sections 3 & 4 – Marketing, Sales and Client Management
- Sections 5 & 6 – Processes and Product Sales
- Sections 7 & 8 – Mastering Construction and Project Management
- Section 9 – Hiring a Killer Team and Training Them
- Sections 10 & 11 – Kitchen and Bath Design Management
- Section 12 – Retail Boutique Management
The Company shall grant you access to whichever sections you purchase, in accordance with your order.
(c) No Accreditation
The Program is not regionally or nationally accredited. It has not been accredited by the Council for Higher Education Accreditation or any other agency or accrediting body recognized by the United States Department of Education.
2.3 The Program is Subject to Change
The Company may, on one or more occasions, change the curriculum, guest experts, and platforms, and other aspects of the Program in response to group needs, available technology, and other factors. Each time the Company determines to make such a change, the Company will replace the item that was changed with an item of equal or greater value.
2.4 The Company’s Duty to Provide the Program
If the Company accepts your order, the Company shall provide you the Program in accordance with these terms of service and your order.
The Company will be deemed to provide the Program to you by:
(a) providing you with reasonable access to all meetings, calls, sessions, retreats, and other events that (1) your order or these terms of service state the Company will provide you access to as part of the Program or (2) the Company provides its clients access to in the ordinary course of business as part of the Program, except the Company will not be required to provide you such access to the extent your order states it excludes or otherwise states it does not include such access (collectively, “Events”);
(b) ensuring one or more coaches, consultants, advisors, instructors, concierges, analysts, assistants, customer support specialists, or other service providers employed or contracted by the Company to provide services on behalf of the Company ("Team Members") timely host, appear for, and participate in all scheduled Events in accordance your order for the Program;
(c) providing you reasonable access to each meeting, group, message board, and other interactive forum that your order or these terms of service state the Company provides as part of the Program or that the Company provides to its clients as part of the Program in the ordinary course of business (collectively, “Forums”);
(d) providing you reasonable access to all documents, audio and video recordings, social media posts, course materials, sample forms, webpages, and other digital content that your order or these terms of service state are provided by the Company, or that the Company provides in the ordinary course of business to its clients, as part of the Program (“Content”); and
(e) providing you substantially all other deliverables, if any, of the Program in accordance with your order or these terms of service.
3. Certification
3.1 Definition of “Certification”.
In these terms of service, “Certification” means the following rights and privileges granted by the Company under and subject to these terms of service: (a) to call oneself a Damn Good DesignerTM and (b) to market one’s businesses in accordance with these terms of service and the Company policies stated in them; and (c) to state to others that you satisfy the requirements stated in section 3.3.
3.2 Benefits of Certification
As long as your Certification is effective, you will also receive the following benefits:
(a) access to document templates and other business documents that you may use for your business in accordance with the Purpose;
(b) a license to use the Damn Good DesignerTM trademark in your marketing;
(c) if the Company maintains a directory of designers who have obtained Certification, then being listed in that directory;
(d) if the Company maintains a group on social media for designers who have obtained Certification, then access to that group; and
(e) opportunities to participate in free programs, and to purchase and participate in paid programs, that the Company might provide on one or occasions to only designers who have obtained Certification.
3.3 Requirements for Certification
You will be eligible for Certification if the Company, in its reasonable discretion, determines you satisfy the following requirements while Our Relationship is in effect:
(a) Experience and Licensure – You are an interior designer operating your own interior design business and, if required where you operate, you maintain an active license with each board, association, agency, or other body responsible for licensing interior designers where you operate.
(b) Training – You completed at least 100 units of course work in the Program.
(c) Submissions – You completed and submitted your goal calculator, requested key performance indicators, and marketing plan, in accordance with the Company’s instructions.
(d) Agreement – You agreed in writing within the past 12 months to the terms of Certification then in effect, which terms the Company will provide for the first time after you complete the required training and submissions and thereafter each time your certification is up for renewal.
(e) Fee – You are current in paying each fee charged by the Company for initial Certification or renewing Certification.
(f) Ethical Code – You at all times operate your interior design business in accordance with the Damn Good Designer® ethical code.
3.4 When Certification is Effective
Your Certification will become effective when the Company provides you written notice that your Certification is effective.
Your Certification will remain effective until it is revoked. Your Certification will be revoked at the time (1) it expires at the end of the term of your Certification, unless you successfully renew your Certification, or (2) you or the Company end your Certification early in accordance with these terms of service or the terms of Certification. For example, your Certification will be revoked if you fail to timely agree to the terms of Certification at the end of a term or fail to pay a renewal fee.
3.5 Revocation
When your Certification is revoked, all rights to use Company’s Intellectual Property (including the term “Damn Good Designer™) will be revoked.
3.6 Company’s Sole Right
Only the Company, or an individual or entity designated by the Company, may grant or deny Certification to you or anyone else.
3.7 Certification is Optional
Purchasing or using the Program will not require you to obtain Certification. You may choose to use the Program for the education, training, and coaching in accordance with the Purpose.
3.8 Certification Not Guaranteed
The Company does not promise that you will be eligible for or otherwise receive Certification. Your Certification is contingent upon your satisfaction of all the requirements stated in section 3.3, titled “Requirements for Certification”.
3.9 Certification Not Exclusive
The Company does not promise any exclusivity with respect to your Certification. More than one participant in the Program might be located in the same geographical area or practicing the same type of interior design as you, and each participant might become eligible to receive Certification.
4. Your Duties
4.1 Use of Services
You shall only use the Program in accordance with the Purpose of the Program.
Subject to the terms in your order, the access to Events, Forums, Content that the Company grants you under these terms of service is limited to –
(a) only you, and
(b) the duration of your seat in the Program as stated in your order.
When Our Relationship ends with respect to the Program, you will lose access to the Events, Forums, and Content the Company provides as part of the Program.
4.2 No Instructing Others
You shall not do any of the following without the Company’s written consent:
(a) instruct others with respect to the methods and procedures comprising a part of the Design ParadigmTM program;
(b) state to others that you are a teacher or instructor of the Design ParadigmTM or that you have the ability to confer Damn Good DesignerTM certification; or
(c) use any of the Content to help one or more interior designers market and grow their businesses.
You acknowledge that the promises in these section 4.2 are important to the Company and that without these promises the Company would not be willing to allow you to participate in the Program.
4.3 Promptly Paying
The price for the Program is the amount stated in your shopping cart at time of check out, except if your order states a different amount, the price for the Program will be the amount stated in your order. Payment is due at the time(s) stated in the order.
You may pay for the Program in multiple installments if your order provides for payment by installments. In that case, the number, timing, and amounts of the installments will be as stated on the order form. Unless the order form provides otherwise, the first payment will be due no later than the Effective Date (as defined in the Terms of Service) and each subsequent payment will be due the same day as the Effective Date each month thereafter.
You shall promptly pay the Company all amounts owed to the Company in accordance with the terms of the order, including the price stated in your order for the Program (subject to applicable discounts), any late fees, and any licensing fee as provided in the order or these terms of service.
When Our Relationship ends, you remain obligated to promptly pay the Company until the full price of the Programs has been paid. Your payment obligations under these terms of service do not depend on Our Relationship remaining in effect, or you maintaining access to Events, Forums, or Content. For example, if Our Relationship ends early after a material breach by you, or if the Company removes you from one or more Events or Forums for violating the Company’s Community Standards (defined in this section 0 under the heading “Complying with Community Standards”), you remain responsible to pay the Company for the full price of the Program as if Our Relationship did not end early or you were never removed.
Any failure of you to pay the Company within 30 days of the applicable pay-by date will be a material breach of these terms of service.
An action by you will be a material breach of these terms of service if it causes or is intended to cause a bank, credit card issuer, payment processor, or similar financial service to rescind, reverse, withhold, or charge back one or more payments that the Company or a payment processor acting on the Company's behalf charged in accordance with these terms of service.
4.4 Complying with Community Standards
When participating in Events and Forums, you must comply with the Company's community standards, which are available at https://www.theinteriordesignparadigm.com/communitystandards ("Community Standards"). If you violate a provision of the Community Standards, the Company may deny you access to Events and Forums until you take reasonable steps to remedy the violation and provide the Company with reasonable assurance that you will not repeat such violation.
The Company may amend the Community Standards on one or more occasions in accordance with section 5 (titled “Changes to These Terms of Service”).
4.5 No Sharing Access
You must not share with anyone your log-in information for accessing the Events, Forums, or Content, and shall not otherwise grant anyone access to the Events, Forums, or Content.
A violation of this section titled “No Sharing Access” will be a material breach of these terms of service.
4.6 No Making Your Own Recordings
You shall not make any audio recording, video recording, picture, or image or other recording of any Event. Any recordings of Events shall be exclusively made and provided by or on behalf of the Company.
4.7 Maintaining Up-to-date Contact and Billing Information
If your contact information or billing information changes at any time during Our Relationship, you must provide the updated information to the Company within 14 days of any such change.
5. Additional Payment Terms
5.1 Discounts and Special Promotions
Your order for the Program will be subject, at your election, to the terms of any discounts or special promotions stated in a document issued by the Company that is in effect as of the day you submit your order for the Programs.
5.2 Interest
For each amount payable that the Client fails to pay the Company when due under these Terms of Service, the Client shall pay the Company interest on that amount payable at the rate of 1.0% compounded annually, or the highest interest rate allowable by law, whichever is less, calculated daily starting on the 15th day after the due date until the day the amount payable is fully paid. You acknowledge that the late fee is fair compensation to the Company for the increased administrative costs and other hardship a late payment may cause to the Company.
6. Rescheduling; Failure to Show
The Company may, on one or more occasions, reschedule any Event by providing you with a notice of the new date and time at least 24 hours before the Event was otherwise scheduled to occur, or as soon as practical if the Company is affected by an emergency.
You may, on one or more occasions, request that the Company reschedule a one-on-one Event by providing the Company and the impacted Team Member with a notice containing your request at least 24 hours before the Event was otherwise scheduled to occur, or as soon as practical if you are affected by an emergency. Within a reasonable time of receiving such a request from you, the Company will coordinate with you to reschedule the one-on-one event.
If you fail to attend a one-on-one Event within 15 minutes of the scheduled time and did not request to reschedule in accordance with this section 6, the Company will not be obligated to reschedule that Event and will be deemed to have fulfilled its obligations for that Event.
Group Events, such as Events that can be joined by more than one of the Company's customers or the public in general, will be held at the times determined by the Company. The Company will not replace or reschedule any group Event that you fail to attend.
7. Changes to These Terms of Service
The Company may amend these terms of service on one or more occasions. All amendments will be effective immediately when the Company publishes on the Website the amended terms of use and notifies you of the amended terms by email or other permitted form of notice. The amendments will become effective regardless of whether you acknowledge receipt of such notice. The amendments will apply to Our Relationship after they take effect, but any amendment to section 20 (titled “Dispute Resolution”) will not apply to any Dispute (defined below) existing before you were notified of that amendment.
8. Ending Our Relationship
8.1 Term
These terms of service will become effective as an agreement between you and the Company when Our Relationship begins. These terms of service will cease to be effective as an agreement between you and Company when Our Relationship ends.
Our Relationship will end when the Company has fulfilled its obligations to provide you the Programs, unless Our Relationship ends early under the other provisions of this section 8 or under section 10 (titled “Material Breach”).
8.2 The Company’s Right to End Our Relationship Early
The Company may end Our Relationship early by giving you at least 14 days' prior notice. If the Company does so and you paid for the Program in full, the Company shall pay you a prorated refund in proportion to the number of days Our Relationship ended before the completion of the full term of Our Relationship divided the number of days of the full term of Our Relationship as stated in your order. But if you had been paying for the Program in multiple payments, your are current with all your payments, and your last payment was paid before the end of the current billing period, then the Company will cause the charges to your method of payment to stop and the Company will pay you a prorated refund of your last payment in proportion to the number of days Our Relationship ended before the completion of that billing period divided by the total number of days in that billing period.
8.3 Early End Due to Bankruptcy or Liquidation
Our Relationship will end early at 11:59 P.M. (the Company's time) on the day that either party becomes the subject of a petition in bankruptcy or any other proceeding relating to (1) that party's insolvency, receivership, or liquidation, or (2) assignment for the benefit of that party's creditors.
9. Renewal
Our Relationship with respect to the Program will renew if your order provides for such renewal and all conditions for renewal stated in the order are satisfied. Each renewal of Our Relationship will be subject to the service descriptions, price, duration, and other terms stated by the Company in a notice of renewal given in accordance with your order.
10. Material Breach
If a party commits a material breach of one or more of that party’s obligations under this Agreement, the nonbreaching party may give notice to the breaching party providing no less than 14 consecutive days to cure the breach (“Cure Period”). The Cure Period will begin when the breaching party receives that notice. The Agreement will end if the breaching party fails to cure the breach before 11:59 pm (in the breaching party’s time zone) on the last day of the Cure Period. The nonbreaching party’s notice will not cause this Agreement to end if the breaching party cures the material breach during the Cure Period.
The Company may end Our Relationship immediately upon notice to you if the Company determines that you committed a material breach of the Community Standards. Conduct will be deemed a material breach of the Community Standards if it, for example, (1) involves harassment or unlawful discrimination; (2) threatens, encourages, or is likely to cause injury; (3) is hateful, demeaning, or disparaging; (4) is likely to cause emotional distress, anxiety, or fear; (5) is disruptive or offensive; (6) is fraudulent, deceptive, or intentionally misleading; (7) involves the promotion of goods or services of your business or someone else you work for or are affiliated with, unless the you obtained beforehand the Company’s written approval; or (8) is otherwise unlawful or violates the legal rights of others.
11. No Refunds or EARLY TERMINATIONS
You are not entitled to any refund and are not entitled to end Our Relationship early. Any prepayment or deposit you provide the Company will be nonrefundable.
These terms of service are a commitment by both parties for the duration of Our Relationship stated in your order. You understand and acknowledge that there are at least three important reasons why these terms of service do not provide for refunds or permit you to end Our Relationship early:
(a) You will likely face difficulties, hardship, and other challenges in pursuing your goals and desired outcomes from the Programs. Strict enforcement of the no-refunds-and-no-early-exit provision will help motivate you to endure and push through these challenges, thus improving your chances of achieving your goals and desired outcomes. This is why this type of provision is common in this type of agreement.
(b) Because of Our Relationship, the Company must ensure it has adequate time, resources, and workers allocated to fulfill the Company's obligations under these terms of service. In reliance on your promises and statements made under these terms of service (including in each of your orders), the Company will take numerous strategic actions, which might include making purchases, hiring workers, and making other substantial commitments. Your enrollment in the Program might also prevent the Company from filling that seat with another potential client or otherwise providing services to someone else.
(c) For any Ordered Service that includes access to Content, a substantial portion of the price of the Program covers the licensing fee for the Content. The Company has committed substantial time, money, and resources to developing the Content, and by them shares valuable proprietary information belonging to the Company. The Program delivers substantial immediate value by giving you immediate access to the Content and permission to use the Content in accordance with these terms of service.
12. Intellectual Property
12.1 Ownership
You acknowledge that the Company owns or obtained the rights to use all copyrights, trademarks, trade secrets, and know-how in the Content (collectively, "Intellectual Property").
12.2 License to Use Content
The following license applies to the extent the Program includes access to or provision of Content. In exchange for your payment of the applicable licensing fee required in the order for each the Program, the Company hereby grants you a non-exclusive, nontransferable, non-sublicensable license to use each Order Service’s Content in accordance with section 12.3 titled (“Permitted Use”) for the duration stated in the Order, subject to revocation under 12.5 titled “Revocation of License” ("License").
12.3 Permitted Use
You are permitted under the License to use all Content included in the Program as follows: to watch, play, read, listen to the Content as necessary for you to receive, use and benefit from the Program in accordance with that service’s respective Purpose.
12.4 Non-permitted Use
You shall not use the Content or other Intellectual Property except as permitted in this section 12 under the heading “Permitted Use” or as would be fair use under applicable law. For example, you shall not –
(a) publicly perform, broadcast, display, distribute, sell, give away, offer to sell, or offer to give away any Content, Intellectual Property, or derivative work made from any Content or Intellectual Property;
(b) brand or mark a product or service of anyone (except of the Company) with any Intellectual Property;
(c) brand, mark, or identify any Content with the trademarks of anyone other than the Company; or
(d) otherwise use any Content inconsistently with the Purpose of the Programs.
12.5 Revocation of License to Use Content
The Company may, upon notice to you, revoke one or more Licenses if Our Relationship ends early under section 10 (titled “Material Breach”) because of a material breach by you.
Within 30 days of receiving notice of a License's revocation, you shall: destroy all copies of the Content within your possession, access or control and refrain from using the Content.
Upon revocation of a License, the Company may require you to provide the Company with a notarized statement signed under penalty of perjury stating that you have deleted all Content from all devices and storage systems you possess, access, or control; that you will not further use any of the Content; and that you acknowledge you must pay the Company each applicable licensing fee if you use any of the Content.
12.6 Licensing Fee for Content
(a) For the Program that includes a License to use Content, you shall pay the Company the licensing fee stated in your order.
(b) You shall pay the Company an additional licensing fee (as stated in your order) for each person with whom you share a copy of or derivative work made from the Content, in whole or in part, unless such sharing is permitted in the License under the paragraph titled “Permitted Use”. If a recipient of an unauthorized copy or unauthorized derivative work is an organization, you shall pay the Company an additional licensing fee for each human who receives the unauthorized copy or unauthorized derivative work from that organization or by virtue of their relationship with that organization.
(c) If the Company revokes a License early, the Company shall pay you a pro rata refund of the licensing fee, except the Company will not be required to refund you the licensing fee and the Company may require you to pay the full amount of the applicable licensing fee if you do any of the following: (1) you use the Content after the License is revoked and the Company decides to reinstate the License by providing you written notice of its reinstatement; (2) you refuse to provide the Company with a notarized statement requested under section 12.5 (titled “Revocation of License”), (3) the Company revoked the License because of your material breach of the License; or (4) you otherwise are not entitled to a refund under section 11, such as if the Company ends Our relationship early because of your material breach of these terms of service.
12.7 Survival
The provisions of this section 12 (titled “Intellectual Property”) will remain in effect after Our Relationship ends.
13. Nondisclosure of Confidential Information
13.1 Definition of Confidential Information
The parties acknowledge that, as part of Our Relationship, each party (including Team Members) will disclose Confidential Information to the other party on one or more occasions. In these terms of service, “Confidential Information” means a disclosing party’s customer lists, business plans, goals, trade secrets, product ideas, proprietary methods, and any nonpublic information that the disclosing party shares with the receiving party that the disclosing party marks as “confidential” or “not for sharing,” or with a similar designation. Confidential Information does not include information that is already public when the disclosing party discloses it to the receiving party or becomes public, at no fault of the receiving party, after the disclosing party discloses it to the receiving party.
13.2 Reasonable Precautions by the Receiving Party
Each receiving party shall, during Our Relationship and for the 5 years after Our Relationship ends, take precautions to prevent disclosure or use of Confidential Information other than as authorized in these terms of service. Those precautions will be at least as effective as a reasonable person in the position of the Company. Subject to those precautions, the Company may share Confidential Information with any of its Team Members, employees, contractors, owners, officers, managers, agents, representatives, professional advisors, legal counsel, or wholly owned subsidiaries (collectively, "Affiliates").
For the purpose of clarification, the following is an example of a permitted and not permitted disclosure under these terms of use.
Example 1: Posting on Social Meeting (Not Permitted).
You are browsing posts in a Facebook group and see someone asking a question about the business of interior design. You immediately reply on the post, sharing Confidential Information you just learned from The Design ParadigmTM.
Did this disclosure violate these terms of service? Yes.
Example 2: Sharing with an Employee (Permitted)
You just learned from The Design ParadigmTM Confidential Information about new business practice that you want to implement. You share the information with your employee, who has signed a nondisclosure agreement and is instructed by you to not disclose this new information from The Design ParadigmTM
Did this disclosure violate these terms of service? No.
13.3 If Disclosure is Compelled
The receiving party shall promptly notify the disclosing party if it receives a subpoena, court order, or similar mandate compelling disclosure of the Confidential Information, and shall reasonably cooperate with the disclosing party in opposing such disclosure. The provisions of this paragraph (titled “If Disclosure is Compelled”) will remain in effect for the 5 years after Our Relationship ends.
14. Media Release
You acknowledge that the Company records many of its Events, and as a result, you and your participation might be recorded by the Company. You also acknowledge that the Company might, on one or more occasions, ask you to provide testimonies. You are not obligated to provide any testimony.
You hereby consent to the Company's use in perpetuity, worldwide, royalty-free, of:
(a) your image, likeness, voice (if applicable), and first name (or initials), together with your positive statements about the Company, the Programs and your progress that you share (1) on the Forums, (2) during Events, or (3) directly to the Company (including to any Team Members) (collectively, “Testimonial”); and
(b) your name, image, likeness, voice, and statements to the extent contained in any recordings (including videos, audio recordings, pictures, and transcripts) of Events attended by the public or other customers of the Company (collectively, "Appearances").
The Company may use, copy, exhibit, publish, and distribute the Testimonial and Appearances, in whole or in part, in print, television, radio, film, digital media (including the internet, social media, websites, and apps), and in all other media now or later known for advertising, marketing, publicity, or training purposes or for use as part of any current or future product or service of the Company. The Company will be under no obligation to actually use the Testimonial or Appearances, and may use the Testimonial and Appearances either with or without your name.
You waive the right to inspect or approve any use by the Company of the Testimonial or Appearance.
The provisions of this section 14 will remain in effect after Our Relationship ends.
15. Circumstances Beyond One's Control
In these terms of service, “Circumstance Beyond Control” means, as to a party, (a) an event or circumstance (whether foreseeable or unforeseeable) that was not caused by that party, or (b) any consequence of such an event or circumstance. Despite the forgoing definition, a Circumstance Beyond Control does not include an event or circumstance that results in that party not having enough funds to comply with an obligation to pay money.
If a Circumstance Beyond Control prevents a party from complying with one or more obligations under these terms of service, that inability to comply will not be a breach of these terms of service if that party (a) uses reasonable efforts to perform those obligations; (b) promptly notifies the other party of the occurrence of that Circumstances Beyond Control, its effect on performance, and how long the noncomplying party expects it to last; (c) updates that information as reasonably necessary; (d) promptly provides the other party, if that other party requests, evidence reasonably confirming the existence of the Circumstance Beyond Control; and (e) uses reasonable efforts to resume its performance under these terms of service.
16. Relationship of the Parties.
The parties intend that their relationship under these terms of service is that of independent contractors, and do not intend to create or imply an employment, agency, partnership, or joint venture relationship between the parties or between one party and the other party's employees, representatives, or other affiliates. Neither party may contract, incur liability, make statements, or otherwise act on behalf of the other party. Each party is responsible to pay the salaries (including withholding of income taxes and social security) and employment benefits (including worker's compensation) of that party's employees and contractors.
Each party acknowledges that the Programs are personal in nature. You have chosen the Company and its Team Members to provide the Programs due to their character, experience, judgment, reputation, taste, skill and other traits unique to the Company and its Team Members. The Company has agreed to work with you as its client because of your character, reputation, taste, and other traits unique to you.
17. Notices
A notice or other communication under these terms of service will be effective if it is in writing, properly sent to the receiving party, and received by that party.
A notice will be deemed properly sent if it is addressed or transmitted to the receiving party as follows:
(a) if the receiving party is the Company, by email to [email protected] with a copy sent to 1514 N 9th Ave Pensacola, FL 32503.
(b) if you are the receiving party, to the phone number, email address, mailing address, or other means of contact submitted with your order for one or more Ordered Services;
(c) to any other phone number, email address, mailing address, or other means of contact that the receiving party states in a notice may be used for sending notice to that receiving party.
A notice will be deemed to have been received as follows:
(a) if it is by email, text message, or other electronic communication, when the receiving party acknowledges by a notice (other than by read receipt or an automatic reply) that the party received the initial notice, but the initial sending party does not need to acknowledge the receiving party’s acknowledgment;
(b) if it is by mail, four days after notice was sent, or two days after notice was sent if sent by certified mail;
(c) if it is by email sent using RPost and the sending party received with respect to that email an RPost “Registered Receipt” stating a delivery status as high as at least “delivered to mail server,” when the intended recipient’s authorized email-collecting agent accepts that email; or
(d) if the intended receiving party rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in email address, phone number, and other electronic means of communicating with the recipient for which no notice was given, then upon that rejection, refusal, or inability to deliver.
If a notice addressed to a party is received after 5:00 p.m. on a business day at the location of that party, or on a day that is not a business day at the location of that party, then the notice will be deemed to have been received at 9:00 a.m. on the next business day. In this Agreement, a "business day" means any day other than a weekend or a public holiday observed by the State of Florida.
18. DISCLAIMERS
18.1 No professional advice.
You acknowledge the Company will provide the Programs only in the role as a coach, mentor, or guide experienced in helping clients devise and implement positive, sustainable practices, policies, procedures, and strategies. The Company will not act as a lawyer, certified public accountant, certified financial advisor, or other professional licensed by the State of Florida or any other state (collectively, "Professionals"). You acknowledge that any advice given by the Company will not take the place of (but rather is intended to be complimentary to) the legal, accounting, tax, financial, or relational advice and other services provided by those licensed Professionals. You acknowledge that the Programs are only for informational purposes, and that you must seek out the services of qualified Professionals to obtain professional advice, professional judgments], and other professional services by licensed Professionals that take into account and are tailored to your unique circumstances. You are responsible to seek the advice, treatment, counseling, and other services from Professionals before acting upon any Ordered Services, and to retain and regularly consult with Professionals.
18.2 No Promised Outcome.
WHILE THE COMPANY WILL EXERCISE REASONABLE EFFORTS TO PROVIDE THE PROGRAM, THE COMPANY MAKES NO GUARANTEES, PROMISES, OR PROJECTIONS ABOUT ANY OUTCOME FROM THE PROGRAM.
18.3 Accuracy of Information
WHILE THE COMPANY WILL USE REASONABLE EFFORTS TO FURNISH ACCURATE AND UP-TO-DATE INFORMATION, THE COMPANY DOES NOT PROMISE THAT ANY INFORMATION IT PROVIDES IN CONNECTION WITH THE PROGRAMS IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
18.4 Compliance with Local Laws is Not Guaranteed
THE COMPANY DOES NOT PROMISE THAT YOU MAY USE THE CERTIFICATION OR INFORMATION FROM THE PROGRAM UNDER YOUR LOCAL LICENSING RULES OR THE OTHER LAWS OF YOUR JURISDICTION. YOU ALONE ARE RESPONSIBLE FOR INVESTIGATING AND DETERMINING THAT USING THE CERTIFICATION OR INFORMATION FROM THE PROGRAM IS ETHICAL AND OTHERWISE PERMITTED IN YOUR JURISDICTION.
19. LIMITATIONS ON REMEDIES AND LIABILITY
19.1 Foreseeable Damages Only
NEITHER PARTY WILL BE LIABLE FOR BREACH OF CONTRACT DAMAGES THAT THE BREACHING PARTY COULD NOT REASONABLY HAVE FORESEEN AT THE TIME OF THE BREACH. NEITHER PARTY WILL BE LIABLE FOR PUNITIVE DAMAGES UNDER ANY THEORY OF LIABILITY, EXCEPT FOR AN INTENTIONAL VIOLATION OF ONE OR MORE COPYRIGHTS OR TRADEMARKS.
19.2 Liability Limited to Amount You Paid
THE COMPANY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OF SERVICE, THE PROGRAMS, AND THE CONFIDENTIAL INFORMATION WILL NOT EXCEED $5000 OR THE TOTAL AMOUNT YOU PAID TO THE COMPANY UNDER THESE TERMS OF SERVICE, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY WILL NOT APPLY TO LIABILITY ARISING FROM DEATH, BODILY INJURY, OR INJURY TO PROPERTY ARISING FROM: (1) THE COMPANY'S FRAUD OR VIOLATION OF LAW; OR (2) DEATH, BODILY INJURY, OR INJURY TO PROPERTY CAUSED BY ONE OR MORE OF THE COMPANY’S GROSSLY NEGLIGENT, RECKLESS, OR WILLFUL ACT, ERRORS OR OMISSIONS.
19.3 Applicable Law Exception
NO PROVISION IN THESE TERMS OF SERVICE WILL EXCLUDE OR LIMIT THE COMPANY'S LIABILITY TO THE EXTENT THE EXCLUSION OR LIMITATION OF LIABILITY WOULD VIOLATE APPLICABLE LAW.
20. Dispute Resolution
20.1 Negotiation and Mediation
If any dispute arising out of these terms of service, the Programs, the Content any order you submit for Ordered Services, or Confidential Information ("Dispute") cannot be resolved through negotiation, the parties shall discuss in good faith the use of mediation before resorting to arbitration, litigation, or any other type of adversarial proceeding.
20.2 Arbitration
Subject to the other provisions of this section 20, as the exclusive means of initiating adversarial proceedings to resolve any Dispute, a party to a Dispute (including you, the Company, or any person to whom you or the Company transfers any discretion, right, remedy, or obligation in accordance with section 23.2) may demand that the Dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules, and each party hereby consents to any such Dispute being so resolved. The arbitration will occur on an individual basis before a panel of one arbitrator sitting in Escambia County, Florida. Judgment on any award rendered in any such arbitration will be binding and may be entered in any court having jurisdiction.
20.3 Emergency Relief Exception
A party may seek from a court having jurisdiction any temporary remedy or emergency relief that may be necessary to protect any rights or property of such party pending the establishment of the arbitral tribunal or its determination of the merits of the Dispute.
20.4 Small-Claims Exceptions
(a) Either party may file a breach-of-contract claim arising out of these terms of service in small-claims court rather than submitting that claim to binding arbitration. Any small-claims court proceeding for such a breach-of-contract claim must be initiated in a court located in Escambia County, Florida.
(b) Either party may file a copyright infringement claim arising out of these terms of service, the Content, the Intellectual Property, or the Confidential Information with the Copyright Claims Board of the U.S. Copyright Office rather than submitting that claim to binding arbitration
(c) Any proceeding brought under this provision titled “Small-Claims Exceptions” will be limited solely to the individual dispute between you and the Company.
20.5 Attorneys' Fees and Litigation Costs
The prevailing party of an adversarial proceeding initiated to resolve any Dispute will be entitled to recover its reasonable attorney's fees and any court, arbitration, mediation, witness, judgment collection, and other litigation costs from the other party.
21. Website
Your use of the Website will, in addition to these terms of service, be governed by the Company’s Website terms of use, available at https://www.theinteriordesignparadigm.com/termsofuse, and the Company’s privacy policy, available at https://www.theinteriordesignparadigm.com/privacy (collectively, "Website Terms") posted on the website, including any later amendments to the Website Terms.
22. Actions by Platforms
Your participation in the Company’s Forums (including any Zoom meetings) is subject to the terms set forth by Zoom Video Communications, Inc., and any other the company that provides a platform on which the Company hosts or maintains a Forum (each a "Platform"). You acknowledge that the Company is not affiliated with the Platforms, but is only a user like you. The Company will not be liable to you for any losses, expenses or other harm resulting from any action or inaction taken by any Platform.
23. Miscellaneous
23.1 Governing Law
Florida law, without giving effect to its choice of law principles, governs these terms of service and all adversarial proceedings arising out of these terms of service, any order you submit for Ordered Services, the Confidential Information, the Content, or the Programs.
23.2 Assignment
Each party shall not, without the other party‘s prior written consent, transfer to any other person (including an individual or entity) any discretion granted under, right to satisfy a condition under, remedy under, or obligation imposed under these terms of service, except the Company may, without your consent, transfer any such discretion, rights, remedies, or obligations to a Related Person or a collections agency. “Related Person” means any individual or entity that is an officer of the Company, that has at least a 25% ownership interest in the Company, or that is at least 50% owned by an individual or entity that is an officer of the Company or has at least a 25% ownership interest in the Company. Any attempted transfer violating this provision titled “Assignment” will be deemed void.
23.3 Waiver
To be effective, any waiver of satisfaction of a condition or nonperformance of an obligation under these terms of service must be in writing and signed by the party granting the waiver. A party’s waiver on one occasion will not operate as a waiver of satisfaction of a condition or nonperformance of an obligation on other occasions.
23.4 Severability
If a Dispute arises and the tribunal holds one or more provisions of these terms of service are unenforceable, the parties want the tribunal to order as follows:
(a) that each such unenforceable provision will be modified to the minimal extent necessary to make it enforceable or, if that modification is not permitted by law, each such provision will be disregarded;
(b) that any such unenforceable provision will remain in effect as written in any circumstances except those in which the provision is held to be unenforceable; and
(c) that the remainder of these terms of service will remain in effect as written by the parties.
23.5 Fixing Unenforceable Terms
To the extent a tribunal determines that a provision in these terms of service is unenforceable, the parties shall negotiate in good faith to modify these terms of service in accordance with the original intent of the parties so that the transactions contemplated in these terms of service will be accomplished as originally contemplated to the greatest extent possible.
23.6 Interpretation
The parties want this agreement to be interpreted in accordance with A Manual of Style for Contract Drafting, Fourth Edition.
23.7 Section Headings
If a Dispute arises, the parties want the tribunal to disregard section headings in these terms of service when interpreting these terms of service and not use those headings to determine the intent of the parties.
23.8 Entire Agreement
The following documents comprise part of these terms of service:
- your orders for one or more Ordered Services that the Company accepts,
- the Community Standards, and
- the Website Terms.
These terms of service (including the documents listed above) constitute the entire understanding between the parties regarding the Programs, the Content, or Confidential Information, and other subject matter of the terms of service.
23.9 Resolving Inconsistencies
The parties want any inconsistency between the documents comprising these terms of service to be resolved as follows, with the terms of a document listed below superseding the inconsistent terms of each document listed after it: (a) each order for one or more Ordered Services; (b) this document titled “Terms of Service”; (c) the Website Terms; and (d) the Community Standards. (For example, the terms in each of your orders supersede inconsistent terms in all other documents comprising these terms of service, and the Community Standards are superseded to the extent its terms are inconsistent with the terms of any of the other documents comprising these terms of service.)
