Welcome to DÉCOR AID, which is operated by Décor Aid LLC (“Company“, “we”, “us” or “our”). Please read these Terms of Service (“Agreement“) carefully, as it constitutes legally binding terms and conditions and applies to your use of (a) the website located at www.decoraid.com and all corresponding web pages associated with the foregoing URL (“Site“) and (b) any content, information, features, functionality and services offered by us through the Site (collectively, and together with the Site, the “Services“). This Agreement applies whether you are accessing the Services via a wireless or mobile device, a personal computer or any other technology or device (each, a “Device“). This Agreement does not cover other services, websites or any corresponding content, features, and activities made available by any other company or third party, unless specifically stated.
1. DESCRIPTION OF THE SERVICES
1.1 General; Services. Subject to the terms of this Agreement, the Services will enable registered users of the Site to connect with interior design professionals (the “Interior Designer“). The Interior Designer will provide registered users with interior design expertise based upon an hourly fee structure as detailed in the The Service.
1.2 Initial Consultation. Once you purchase the initial one-hour consultation, we will pair you with an Interior Designer. The first hour of the engagement consists of an initial consultation in which the Interior Designer will visit your home, office, and/or other worksite to scope the space and obtain information regarding your project (the “Project“). The initial consultation will result in an initial proposal tailored to your specifications (the “Initial Proposal”) which will be sent to you shortly after the initial consultation. The fee associated with the initial consultation is detailed in the The Service.
1.3. Initial Proposal. The Initial Proposal will include a bullet-point description of the actions and steps required to complete the Project. The Initial Proposal will include the suggested amount of hours of additional interior design expertise by one of our Interior Designers required to complete the Project.
1.4 Completing the Project. If after receiving the initial proposal you decide to continue using our Services, you will then visit the Site to purchase additional hours as detailed in the The Service. We recommend purchasing the amount of hours suggested in the Initial Proposal.
1.5 Refunds. The Services are generally not refundable. All Sales are final. We reserve the right, however, to provide you with a refund and/or a credit if we deem, in our sole discretion, such is appropriate given the circumstances.
2. HOW WE USE INFORMATION
2. Termination. If you breach any of the terms in this Agreement, we will have the right to suspend, disable, or terminate your access to or use of the Services, in our sole discretion and without prior notice to you. We will not be liable to you or any third party for termination of your access or use of the Services. Any suspension or termination will not affect your obligations to us under this Agreement (including, without limitation, ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.
3. Modifications. We may modify this Agreement from time to time and at any time in our sole discretion. We will post or display notices of material changes on the Services and/or notify you via other electronic means. The form of such notice is at our discretion. Once we post or make the modifications available on the Services, these changes become effective immediately, and, if you use the Services after they become effective, it will signify your agreement to be bound by these changes. We recommend that you check back frequently and review this Agreement regularly so you are aware of the most current rights and obligations that apply to you.
4. Authority; Authorization. If you are using the Services, in whole or in part, on behalf of any business, organization or other third party (each, an “Obligor“), then you hereby represent and warrant that (a) you have the full right, power and authority to enter into this Agreement on behalf of the Obligor and to create a legal, valid and binding obligation on Obligor enforceable against Obligor in accordance the terms hereof; (b) all corporate, organizational and other proceedings required to be taken by Obligor to authorize your agreement to, and performance under, this Agreement have been taken and all necessary licenses, authorizations, permits, consents and approvals required have been obtained; and (c) your use of the Services on behalf of the Obligor does not and shall not violate any applicable law, rule or regulation or require any additional consent or other action by any other person or entity. IN THE EVENT YOU ARE USING THE SERVICES, IN WHOLE OR IN PART, ON BEHALF OF AN OBLIGOR, THE TERMS “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL MEAN, COLLECTIVELY, YOU AND THE OBLIGOR, AND THIS AGREEMENT SHALL BE, JOINTLY AND SEVERALLY, BINDING UPON AND ENFORCEABLE AGAINST YOU AND THE OBLIGOR FOR ALL PURPOSES HEREUNDER.
5. User Registration. In order to access and use the Services, we require that you register on the Site and have a unique username and password combination (“User Credentials“) and provide certain additional information, which may include, without limitation, your email address, legal name, date of birth, country of residence, zip code, your physical address, telephone number(s), applicable payment data and related information (collectively, a “User Account“). You represent and warrant that all registration and account information you submit is truthful and accurate and you shall maintain and promptly update the accuracy of such information. Further, if you elect to become a registered user of the Services, you are responsible for maintaining the confidentiality of your User Credentials, and you shall be responsible and liable for any access to or use of the Services by you or any person or entity using your User Credentials, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent. You agree to immediately notify us of any unauthorized use of your User Credentials or User Account, or any other breach of security. It is your sole responsibility to (a) control the dissemination and use of your User Credentials and User Account, (b) update, maintain and control access to your User Credentials and User Account, and (c) cancel your User Account on the Services. We reserve the right to deny access, use and registration privileges to any user of the Services for any reason, including, without limitation, if we believe there is a question about the identity of the person trying to access any account or element of the Services. We will not be responsible or liable for any loss or damage arising from your failure to comply with this Article 5.
6. User Account Termination.
6.1 Cancellation procedure. If you desire to terminate this Agreement, you must submit a cancellation request to us in writing to firstname.lastname@example.org. Cancellation requests provided by phone, physical mail or other means, or sent to any other Company email address or electronic contact, will not be honored.
6.2 Upon Cancellation. Upon our receipt of your cancellation request in accordance with the terms hereof, we will terminate and deactivate your account within a reasonable time thereafter (i.e., within a period of about 30 days), which shall include the permanent removal of all of your materials, content and information, including, without limitation, User Materials (as defined herein), from the Services (collectively, “User Content”), subject to third party response and performance times, legal requirements and the advice of legal counsel.
8. Payment Requirements and Terms.
8.1 Requirements The fees and charges for the Services are detailed in The Service and you hereby agree to pay in full the prices and fees (including, without limitation, all applicable taxes) for any purchases that are made using your User Account(s) via a payment method acceptable to us, in our sole discretion, at the time of purchase. If payment is not received by us from your credit or debit card issuer or its agents or other payment service provider, you agree to promptly pay all amounts due upon demand by us. Prices are subject to change in our sole discretion. By accepting our proposal and making a payment, you agree to pay the full total quoted proposal value. Décor Aid can chose at its sole discretion when payments are due and stop services at any time if requested payments are not made. Décor Aid has the right at its sole discretion to use the client’s credit or debit card on file to pay for design hours.
8.2 Payment Method. The Site accepts certain debit and credit cards as described on the Site as forms of payment, subject to certain restrictions, including, without limitation, territory restrictions, bank/payment card restrictions, spending limits, third party service provider restrictions or otherwise, which may prevent the processing of your purchase. If a transaction has been declined online due to payment card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your transaction and should use another card. If a payment card company is being used for a transaction, we may obtain a pre-approval from the applicable payment card company for an amount up to the amount of the order. All purchases of products and services through the Services are final once you click the “Purchase” button and billing to your payment card occurs at such time or shortly thereafter. We shall not be liable to you, in any capacity, should your transaction be declined or otherwise not accepted by your payment card company.
8.3 Taxes. You are responsible for any taxes imposed on any fee-based transactions conducted on or in connection with the Services and applicable taxes may be added to the amount charged for the applicable transaction on the Site. Fee-based transactions on the Site may include, without limitation, sales tax, use tax and any other applicable taxes, which may be based on various factors, including, without limitation, the bill-to address and tax rates in effect at the time your transaction is completed.
8.4 Electronic Signature and Contracts. Your use of the Services includes the ability to make purchases electronically. You acknowledge that your electronic submissions constitute your intent to promptly pay for all such purchases. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into in connection to the Service, including, without limitation and to the full extent allowed by law, notices of cancellation, policies, contracts, amendments and otherwise.
8.5 Design Revisions & Project Deliverables. For Junior designer projects below 30 hours, the client receives one moodboard and two floorpans per room with the exception of the bedroom which will have one floorpan. After up to one round of revisions of those materials, client receives a sourcing presentation that contains two Schemes. Up to one round of revisions of the sourcing presentation is included. Any additional revisions will be available at extra cost.
For Junior designer projects of 30 hours and more, the client receives one moodboard and two floorpans per room with the exception of the bedroom which will have one floorpan. After up to one round of revisions of those materials client receives a sourcing presentation that contains two Schemes. Up to two rounds of revisions of the sourcing presentation are included. Any additional revisions will be available at extra cost.
For Senior designer projects below 25 hour, the client receives one moodboard and two floorpans per room with the exception of the bedroom which will have one floorpan. After up to one round of revisions of those materials client receives a sourcing presentation that contains two Schemes. Up to one round of revisions of the sourcing presentation is included. Any additional revisions will be available at extra cost.
For Senior designer projects between 26 and 59 hours, the client receives one moodboard and two floorpans per room with the exception of the bedroom which will have one floorpan. After up to one round of revisions of those materials client receives a sourcing presentation that contains two Schemes. Up to two rounds of revisions of the sourcing presentation are included. Any additional revisions will be available at extra cost.
For Senior designer projects of 60 hours and more, the client receives one moodboard and two floorpans per room with the exception of the bedroom which will have one floorpan. After up to one round of revisions of those materials client receives a sourcing presentation that contains two Schemes. Up to three rounds of revisions of the sourcing presentation are included. Any additional revisions will be available at extra cost.
Please note that for all project sizes we will wait for your final approval before ordering the selected furniture items. Should your delay in approval cause the item to be out of stock we reserve the right to charge more design hours for resourcing a new item.
8.6 Purchasing on behalf of the Client. As listed in the proposal, “Purchasing” includes the initial order placement only. The client is responsible for arranging all deliveries, accepting all deliveries and associated costs. Any returns and exchanges of furniture and/or items for whatever reason are the sole responsibility of the client. Décor Aid does not give any warranties or guarantees and is free of liability as it relates to furniture and/or items purchased on behalf of the client. It is the responsibility of the client to check custom order quotes and/or order confirmations for accuracy. Décor Aid does not take responsibility for any orders placed incorrectly with the client’s approval and does not track furniture orders. Décor Aid is not responsible for delays or cancellations on behalf of vendors and does not assemble furniture or any other ordered items.
Third Party Purchases: Decor Aid’s purchasing department assists Clients in purchasing items sourced by their Designer. At no time does Decor Aid take title to or possession of the personal property purchased by a Client. Title to and possession of such personal property passes directly from the selling vendor to a Client. Décor Aid has no involvement in the consummation of a contract between clients and Vendors. Accordingly, Decor Aid has no liability or responsibility for any matter arising out of the transaction between Users and Vendors. Please note that the colors of items and products may depend on the settings of your monitor or screen, and therefore the color of an item on your display may differ from the item you actually receive. Although we try to display updated inventory information on the Services, the availability of products and other items on the Services may change at any time, without notice. Decor Aid will collect the cost of the furniture in advance of placing orders with the third party for the purchase. All Third Party terms and conditions apply to these purchases, including return policies and shipping costs. The client is responsible for accepting delivery, returns, shipping costs and taxes.
Terms of Sale for products. Decor Aid accepts orders for the Products a Vendor may choose to offer. An order submitted by you constitutes a legally binding offer given by you to us to purchase the Products, subject to these Terms, at the price and on the terms stated by the vendor and in the order. Your order will not be considered accepted until the vendor has both (a) shipped your Products to the address you specify and (b) we have received payment of the purchase price of your order through settlement of funds via your provided credit card, debit card, check card or other payment method. We may cancel your order at any time and for any lawful reason prior to our acceptance of your order. You must pay for the Products at the time you place the order. If you entered a valid address and your order and payment are accepted by us, your order will be shipped pursuant to the vendor’s terms. Décor Aid may send an acknowledgment of our receipt of your order to the email address you provide, and/or a proof of purchase information through the Site or to your email address after your payment for the order has been processed and accepted, so that you may print the information for your records.
We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service (including, without limitation, Designer and third party partners (including furniture or design item suppliers). However, to the extent disputes between users arise in connection with the use of the Service, Decor Aid reserves the right, in its sole and exclusive discretion, to mediate between the subject users to an effort to resolve the dispute. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party.
IF YOU HAVE A DISPUTE WITH ONE OR MORE VENDORS, YOU RELEASE DECOR AID, (AND ITS PRESENT AND FUTURE AFFILIATES, ITS AGENTS, EMPLOYEES, OFFICERS, AND DIRECTORS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE. YOU HEREBY FURTHER RELEASE DECOR AID (AND ITS PRESENT AND FUTURE AFFILIATES, ITS AGENTS, EMPLOYEES, OFFICERS, AND DIRECTORS) FOR ALL ACTIONS OR INACTIONS OF ANY VENDORS, INCLUDING GOODS AND SERVICES ADVERTISED OR SOLD. YOU AGREE THE SITE IS DESIGNED TO PERMIT PARTIES TO ENTER INTO TRANSACTIONS FOR ALL KINDS OF GOODS AND SERVICES. DECOR AID HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY, INVENTORY OR LEGALITY OF THE GOODS OR SERVICES ADVERTISED, THE TRUTH OR ACCURACY OF THE INFORMATION SET FORTH BY VENDORS, THE ABILITY OF VENDORS TO SELL ITEMS, OR THAT A VENDOR WILL ACTUALLY COMPLETE A TRANSACTION. YOU ALSO AGREE NOT TO INVOLVE US IIN ANY DISPUTES WITH ANY VENDOR.
8.7 Contractors. Contractors, such as but not limited to handymen, painters, millworkers, plumbers, carpenters, general contractors (GCs) are independent third parties of Décor Aid. Décor Aid can recommend contractors to the client but it is the decision of the client which contractor to choose. Décor Aid does not give any warranties or guarantees and is free of liability as it relates to contractor services. Décor Aid is not responsible for delays, mistakes or cancellations of contractors.
9. The Service. Your use of the Services will be priced in hourly increments as detailed in the The Service. Décor Aid reserves the right to refuse service, terminate accounts, and/or cancel orders at its discretion, including, without limitation, if Décor Aid believes that client conduct violates applicable law or is harmful to Décor Aid’s interests.
10. Unauthorized User Conduct. The use of the Services for unlawful or harmful activities is not allowed and you are solely responsible for your conduct in connection with the Services. You represent, warrant and agree that, while using the Services, you shall not:
- engage in or encourage conduct that would violate any applicable law, rule, regulation, judicial or government order or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
- take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that is patently offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- submit, upload, transmit, display or otherwise make available through the Services any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
- engage in or encourage conduct that adversely affects or negatively reflects our Company, or our affiliates, the Services, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, or discourage any person or entity from using all or any portion, features or functions of the Services, or from advertising or becoming a supplier to us in connection with the Services;
- submit, upload, transmit, display or otherwise make available through the Services any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- modify, disrupt, impair, alter or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other user;
- impersonate any person or entity or falsely state or otherwise represent your affiliation with a person or entity; or
- modify, reverse engineer, decompile or disassemble any part of our Site, whether in whole or in part, or create any derivative works from any part of the Services, or encourage, assist or authorize any other person to do so.
We assume no responsibility for monitoring the Services for inappropriate content or conduct. If at any time we choose in our sole discretion to monitor the Services, we nonetheless assume no responsibility for any upload, submission, and distribution of texts, images, material, information, and communications by you (collectively, “User Materials“), and assume no obligation to modify or remove any User Materials, and no responsibility for the conduct of any user. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates, or is suspected of violating, this Article 10, including, without limitation, reporting you to law enforcement authorities. Further, you acknowledge, consent and agree that we may access, preserve and disclose your account and registration information and any other content or information if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with the legal process; (b) enforce this Agreement; (c) respond to claims that any content or information violates the rights of any third party; (d) respond to your requests for customer or technical service; or (e) protect our rights, property or personal safety, and that of our users or any third parties.
11. Company Proprietary Rights.
11.1 General; Retention of Rights. As between you and us, we own, solely and exclusively, all right, title and interest in and to the Services and all content, information and materials contained and/or made available through or in connection with the Services (excluding User Materials) (“Company Content“), and all such Company Content is protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, rules, regulations and treaties. The term ” Company Content” includes, without limitation, all audio/visual content, artwork, photographs, illustrations, graphics, logos, copy, text, computer code, application and other software, music (including the musical compositions therein), data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any advertisements or information presented to you via the Services). Unless the context clearly requires otherwise or we explicitly set forth in writing, the term “Services” includes “Company Content” as well.
11.2 Limited Use; Restrictions. The Services are to be used solely for your non-exclusive, non-assignable, non-transferable and limited use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Services. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall enforce same. We likewise respect the intellectual property of others. If you believe that the Services contain elements that infringe your copyrights in your work, please follow the procedures set forth in Article 12 below.
12. Digital Millennium Copyright Act. If you are a copyright owner or an agent thereof and believe that any content on the Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA“) by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Written notification of claimed infringement must be submitted to the following Designated Agent:
Name and Address of Designated Agent:
127 W 26th St #1002
New York, NY 10001
Email Address of Designated Agent: email@example.com
Décor Aid may from time to time provide certain promotional opportunities, contests, and sweepstakes to Users. All such promotions will be run at the sole discretion of Décor Aid, and can be activated, modified or removed at anytime by Décor Aid without advance notification and the liability of any of Décor Aid’s partners pursuant to such promotional opportunities, contests and sweepstakes shall be limited pursuant to the Disclaimer and Limitation of Liability section of these Terms.
16. Advertisements. From time to time, you may choose to communicate with, interact with, or obtain Third Party Services from our advertisers, sponsors, or other promotional partners (collectively, “Advertisers“) found on or through the Services or via a hyperlinked website or platform. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertisers or any goods or services you may purchase or obtain from any Advertiser).
17. Indemnity. You agree to indemnify, defend and hold us, our affiliates, and their respective successors and assigns, directors, officers, employees, representatives, agents, licensors, Advertisers, suppliers and service providers harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees, accounting fees and/or any other professional fees), arising in any way out of or in connection with (a) your use of the Services, (b) your breach of this Agreement or (c) your User Materials. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
18. MARKETING/PUBLIC RELATIONS. We reserve the right to photograph and videograph the finished project upon completion and post the images to our website, Houzz, Facebook, Twitter, Instagram, Pinterest, Yelp, YouTube & Vimeo pages, as well as various shelter publications. The client’s name will not be used in conjunction with the images unless given permission by the client.
19. DISCLAIMER. THE SERVICES AND ALL COMPANY CONTENT, PRODUCTS, AND USER MATERIALS MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, INCLUDING IN CONNECTION WITH ANY THIRD PARTIES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THAT THE SERVICES WILL BE AVAILABLE FOR USE, OR THAT ANY PRODUCTS, FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORMED AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES AND THE SITE, AND ALL COMPANY CONTENT, PRODUCTS, SERVICES AND USER MATERIALS ARE HEREBY DISCLAIMED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS THROUGH THE USE OF THE SERVICES.
20. LIMITATIONS OF LIABILITY. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE, OUR AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATORS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF THE SERVICES OR FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US DURING THE MONTH IMMEDIATELY PRECEDING THE ACT ALLEGEDLY GIVING RISE TO OUR LIABILITY.
Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Services. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Services, including, without limitation, User Materials and Company Content associated with your use of the Services.
You are hereby expressly advised not to rely upon the timeliness or performance of the Services for any transactions or User Content. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this Agreement may not apply to you.
21. Force Majeure. We shall not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption in connection with any product or service offered by us or any third party resulting directly or indirectly from any cause beyond our reasonable control, including, without limitation, an act of war or terrorism, failure of electricity supply, systems or connections, service interruptions, natural disaster, third party service provider failure or delay in performance, civil commotion, governmental action, labor dispute, act of God or other causes beyond our reasonable control.
22. Waiver. The waiver by you or by us of any breach of this Agreement shall not operate as a waiver of subsequent breaches of the same or different kind. Our failure to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of our right to exercise the same of different rights in other instances.
23. Assignment. This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by us without restriction, notice or other obligation to you or any third party.
24. Governing Law; Miscellaneous.
24.1 This Agreement contains the entire understanding and agreement between you and us concerning the Services and supersedes any and all prior or inconsistent understandings relating to the Services and your use thereof. This Agreement cannot be changed orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the Services, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
24.2 This Agreement and your use of the Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of Delaware (notwithstanding the state’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of Delaware and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE SERVICES OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
24.3 We are based in the United States and the Services are controlled by us from our offices in New York. We make no representation or warranty that the Services or Company Content contained on or made available in connection therewith is legal, appropriate or available for use in locations outside of New York. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulations, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Services may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.
This Agreement is effective immediately.
Copyright © 2014 Décor Aid LLC.