ONLINE INTERIOR DESIGN WITH LINDA THOMAS, LLC SERVICE AGREEMENT
This Agreement is a contract entered into by ONLINE INTERIOR DESIGN WITH LINDA THOMAS, LLC (hereinafter referred to as “Online Interior Design”) and You (hereinafter referred to as “the Client”) on this date, <Month Name, Day Number, Year>.The Client hereby engages Online Interior Design to provide services described herein under “Scope and Manner of Services.” Online Interior Design hereby agrees to provide the Client with such services in exchange for consideration described herein under “Payment for Services Rendered.”1.Scope and Manner of Service.
1. Service to Be Rendered By Online Interior Design (check each service to be performed, individually and collectively referred to as “Service”):
Each Service is provided in accordance with and subject to Online Interior Design Description, Terms and Conditions for that service attached hereto as Exhibit A and incorporated into this Agreement. If there are any conflicts between Exhibit A and this Agreement with regards to any terms of payment, dispute resolution, or limitation of liability, this Agreement shall control.
2. Payment for Services Rendered. The Client shall pay Online Interior Design fees for the Service rendered according to the rates listed in Exhibit A, or if Client chooses the Master plan, Client will pay the amount in the price quote delivered to and accepted by the Client.Client agrees that in the case of non-payment it will be liable for all of Online Interior Design’s costs of collection including all attorneys’ fees and court costs. Client also agrees that any sum not paid when due and owing is subject to interest at a rate equal to the lesser of 1.5% per month or the maximum rate allow by law.
3. Copyright and Designs. Client represents that Client holds the copyrights and/or is properly licensed to use any materials including images, photos, or graphics sent to Online Interior Design that Client provides to Online Interior Design in the course of this Agreement. Client agrees to indemnify and hold Online Interior Design harmless against any and all Third-Party claims in regards to copyright or infringement claims arising from such materials. Online Interior Design grants a license, royalty-free, for Client to use and display for Client’s own personal use any graphics or design elements specifically designed solely for Client’s use as a result of the services commissioned and paid for by Client, and that Client agrees and grants Online Interior Design an irrevocable license to display any and all such graphics or design elements as examples of Online Interior Design’s work in its marketing materials and upon its website.
4. LIMITATION OF LIABILITY. IN NO EVENT SHALL ONLINE INTERIOR DESIGN, ITS AGENTS, OFFICERS, EMPLOYEES OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT, INDIRECT, EXEMPLARY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR REVENUE, ECONOMIC LOSS, , COST OR CAPITAL, , CLIENT TIME, THE CLAIMS OF THIRD PARTIES, AND INJURY TO PROPERTY, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING BUT NOT LIMITED TO, BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, AND EVEN IF ONLINE INTERIOR DESIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
ONLINE INTERIOR DESIGN IS EXPRESSLY NOT LIABLE FOR ANY DAMAGES RESULTING FROM ERRORS CAUSED BY DATA AND MEASUREMENTS PROVIDED BY CLIENT OR FOR CALCULATIONS BASED ON DATA OR MEASUREMENTS PROVIDED BY CLIENT.
IT IS FURTHER EXPRESSLY AGREED THAT ANY LIABILITY TO ONLINE INTERIOR DESIGN, ITS AGENTS, OFFICERS, EMPLOYEES AND/OR CONTRACTORS UNDER THIS AGREEMENT IS EXPRESSLY LIMITED TO THE FEES CLIENT HAS PAID FOR THE SERVICE GIVING RISE TO THIS CLAIM. CLIENT’S SOLE REMEDY AGAINST ONLINE INTERIOR DESIGN ITS AGENTS, OFFICERS, EMPLOYEES AND/OR CONTRACTORS IN ANY DISPUTE UNDER THIS AGREEMENT SHALL BE TO SEEK RECOVERY OF THE AMOUNTS CLIENT HAS PAID, UPON THE PAYMENT OF WHICH ONLINE INTERIOR DESIGN ITS AGENTS, OFFICERS, EMPLOYEES AND/OR CONTRACTORS SHALL BE RELEASED FROM AND DISCHARGED OF ALL FURTHER OBLIGATIONS AND LIABILITY TO CLIENT.
NEITHER ONLINE INTERIOR DESIGN NOR CLIENT MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION HAS ARISEN, EXCEPT FOR COPYRIGHT VIOLATIONS, OR IN THE CASE OF NONPAYMENT, MORE THAN EIGHTEEN (18) MONTHS FROM THE DATE OF LAST PAYMENT.
5. DISCLAIMER OF WARRANTIES. ONLINE INTERIOR DESIGN MAKES NO EXPRESS WARRANTIES RELATED TO THE SERVICE PERFORMED OR PRODUCTS SOLD EXCEPT FOR THOSE SPECIFICALLY CONTAINED IN THIS AGREEMENT OR CONTAINED IN ONLINE INTERIOR DESIGN’S DESCRIPTION, TERMS AND CONDITIONS DOCUMENT PROVIDED TO CLIENT AS EXHIBIT A. NO OTHER STATEMENT OR REPRESENTATION SHALL BE CONSIDERED AS A PART OF THE BASIS OF THE BARGAIN BETWEEN ONLINE INTERIOR DESIGN AND CLIENT.
ONLINE INTERIOR DESIGN EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
6. Termination. Online Interior Design reserves the right to terminate this Agreement at any time at its sole discretion by providing written notice of the termination to Client. Client agrees that it may terminate this contract only upon 15 days written notice to Online Interior Design and only if Client is current with all payments for Service rendered under Paragraph 2 of this Agreement. All notices of termination shall be sent and deemed to have been delivered by delivering them by emailing them to the respective the Client or Online Interior Designs’ email address.
7. Entire Agreement. This agreement contains the entire understanding of the parties involved and supersedes all previous oral and written agreements with regard to subject hereof.
8. Governing Law. This Agreement is governed by the laws of the State of Michigan, without giving effect to conflicts of law rules.
9. Dispute Resolution. Client agrees that any Dispute between Client and Online Interior Design will be resolved exclusively and finally by arbitration administered by the American Arbitration Association (AAA) and conducted under its rules, except as otherwise provided below. The arbitration will be conducted before one arbitrator in accordance with the Federal Arbitration Act 9 USC 1 et seq, and will be limited solely to the Dispute between Client and Online Interior Design. All statute of limitations that would otherwise be applicable in a judicial action brought by a party will apply to the arbitration. In the arbitration, the parties agree that the law for the State of Michigan shall apply. The arbitration shall be in Taylor, Michigan. Any decision rendered in such arbitration proceedings will be final and binding on each of the parties, and judgment may be entered thereon in any court of competent jurisdiction. Should either party bring a Dispute in a forum other than AAA with the exception of a claim by Online Interior Design for unpaid fees, the arbitrator will award the other party its reasonable costs and expenses, including attorneys’ fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. Client understands that Client would have had a right to litigate disputes through a court, and that Client has expressly and knowingly waived that right and agrees to resolve any Disputes through binding arbitration. For the purposes of this section, the term “Dispute” means any dispute, controversy, or claim arising out of or relating to (i) this Agreement, its interpretation, or the breach, termination, applicability or validity thereof, or (ii) the purchase or use of any product, accessory, service or otherwise from ONLINE INTERIOR DESIGN WITH LINDA THOMAS, LLC; for the purpose of this arbitration clause, the term “ONLINE INTERIOR DESIGN WITH LINDA THOMAS, LLC ” means ONLINE INTERIOR DESIGN WITH LINDA THOMAS, LLC and its respective subsidiaries, affiliates, directors, officers, owners, and employees. Information may be obtained from the AAA on line at http://www.adr.org/, by calling 1-800-778-7879 or writing to 1633 Broadway, 10th Floor New York, New York 10019.
10. Severability. If any provision, paragraph or subparagraph of this Agreement is adjudicated by any Court to be void and unenforceable in whole or in part, such adjudication shall not be deemed to affect the validity of the remainder of the Agreement, including any other provision, paragraph or subparagraph. Each provision, paragraph or subparagraph of the Agreement is declared to be separable from each other provision, paragraph or subparagraph and constitutes a separate, distinct covenant.
11. Assignment or Delegation. You may not assign or delegate this agreement or any of your rights hereunder without the express written consent Online Interior Design, which can be withheld at our sole discretion. Services provided by Online Interior Design under this Agreement may be provided, Online Interior Design’s option, by an independent third-party service Online Interior Design or contractor.
12. Modification and Waiver. No waiver or modification of the Agreement shall be valid unless it is in writing and signed by Online Interior Design. Furthermore, any waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
13. Force Majeure. Online Interior Design will not be deemed to be in default or otherwise responsible for delays and failures in performance resulting from acts of God; acts of war or civil disturbance; epidemics; governmental action or inaction; fires; earthquakes; unavailability of labor, materials, power, or communication; or other causes beyond Online Interior Design ’s reasonable control.
14. Reservation of Rights. Online Interior Design expressly reserves all rights and remedies which are available to it at law or equity, including but not limited to rights and remedies set forth in the Uniform Commercial Code.
15. Third Party Beneficiaries. This Agreement will not confer any rights or remedies on any third party, other than the parties to this Agreement and their respective successors and permitted assigns.
16. Titles. Titles and headings to articles, sections, or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to effect the interpretation or construction of the agreement.
17. Agreement to Govern. Any Service purchased by client hereunder shall be governed by this Agreement and this Agreement shall prevail over any contrary or inconsistent terms contained in any order, estimate, shipment or invoicing document of either party, unless expressly incorporated herein on the face of this Agreement. Only <Company or Person A> LLC members have the authority to alter the terms and conditions of this Agreement.
18. Signatures and Counterparts. Client agrees that electronic signatures are legally binding in this matter and have the same force and effect as ink signatures. You agree that when in the you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. You also agree that this agreement may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.
Exhibit A Description, Terms and Conditions of Services
Basic – $95.00
$47.50 will be charged to client when questionnaire, photos, etc. are submitted. The balance of $47.50 will be charged at the conclusion of your one-hour conversation with Linda
This is your opportunity to Ask The Designer about your project. After Linda has reviewed your questionnaire and photos, she will spend one hour with you discussing your expectations – your wants and needs. Linda will answer your questions and concerns offering effective ways to achieve your vision.
Advanced – $495.00
$247.50 will be charged to client when questionnaire, photos, etc. are submitted. The balance of $247.50 will be charged at the conclusion of your second one-hour conversation with Linda
This level of service gives you 2 one-hour sessions with Linda. You begin with the Basic service.
After the first one-hour Basic discussion, Linda will prepare a more comprehensive solution. This will include a finished floor plan of your room indicating furniture arrangement complete with sizes of the pieces selected. You will also receive a written summary of possible solutions and recommendations. The second hour session with Linda will be to go over the final review of your project.
Master Level – Price to be quoted based on work to be performed.
The choice of the Master plan provides the complete package of service and/or product needed for integrating all elements of design into the comprehensive management of your project. This custom service requires a special price quote.
The scope of this service can include:· Development of Client Profile · Space Planning · Furniture Arrangement – can work with existing pieces · Establish Color Palette – including paint, wallcovering, fabric · Carpet, Rug, Flooring Selection · Furniture Selection · Fabric Selection · Window Treatment Design · Selection and Placement of Accessories – lamps, artwork, etc. · Working with architects and builders on new or existing structures
· Supervision of delivery and final placement of furnishings