E-Design/Consultation Services Agreement
This Services Agreement (this “Agreement”) is by and between Little Crown Interiors, LLC, a California limited liability company, whose principal address is 17322 Murphy Avenue, Irvine, California, 92614, (hereinafter referred to as the “Service Provider”) and You (“You” and/or the “Client”), and together with Service Provider, (hereinafter referred to separately as “Party” or collectively as the “Parties”), and shall commence and be enforceable with respect to the Services provided hereunder upon the date You assent to the terms herein.
As a condition of receiving services hereunder, You agree to be bound by and to abide by all of the terms set out in this Agreement, including those incorporated by reference. If you do not want to agree to the terms of this Agreement, you must not order, pay for, or receive any services provided hereunder.
WHEREAS, Service Provider has the capability and capacity to provide certain interior design and e-designservices; and
WHEREAS, Client, desires to retain Service Provider to provide said design and e-design services, as defined below; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Service Provider and Client agree as follows:
1. Services. Service Provider shall provide to Client interior e-design services (the “Services”). Services are further defined as follows:
1.1 The interior e-design services provided by Service Provider are for consultation purposes only. The interior e-design services may include, but are not limited to, drawings, plans, sketches, and other creative works agreed upon in writing by the parties. The interior e-design services specifically exclude any and all requirements as to engineering, architectural, heating and cooling, plumbing, electrical, or any other services not specifically set out above.
1.2 The Services provided under this Agreement include nursery, child, and play spaces are only for the property located at the address previously agreed to with Service Provider ( the “Project”). Client expressly represents, warrants, and agrees, that it is the owner of record of the property where the Project is to be performed, installed, and completed and further represents, warrants, and agrees that it has the full and exclusive authority to enter into this Agreement.
1.3 Service Provider is not responsible for the aesthetic, functional, or safety outcome of the finished Project. Any drawings, plans, or specifications produced or provided by the Service Provider are for conceptualpurposes only and may not be to-scale or reflect the exact nature of products or concepts. Service Provider is not responsible for the accuracy of photos, images, information, and measurements that have been submitted to the Service Provider by the Client and Client hereby expressly acknowledges and agrees, that it is the sole responsibility of the Client to research any and all product suggestions prior to or installing and Client hereby expressly releases Service Provider from any and all liability resulting therefrom.
2. Fees and Expenses.
2.1 E-Design Services: In consideration of the provisions of Services to be performed by the Service Provider and the rights granted to Client under this Agreement, Client shall pay to Service Provider, the amount agreed on in writing by the parties, for e-design services, including a nonrefundable deposit of Three Hundred Twenty-five Dollars ($325.00) or other rate agreed on in writing by the parties.
3. Limited Warranty.
3.1 Service Provider, represents, warrants, and agrees, that it shall perform the following Services:
- In accordance with the terms and conditions set out in this Agreement;
- Using personnel of commercially reasonable skill, experience, and qualifications.; and
- In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
4. Intellectual Property.
4.1 All intellectual property rights in and to the Services delivered to Client under this Agreement shall be owned exclusively by Service Provider. Intellectual property rights include, but are not limited to designs, plans, specifications, sketches, documents, questionnaires, design process methods, copyrights, trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property“).
4.2 Client is granted a single-use, non-exclusive, non-transferable, revocable license to access and use any deliverables created by the Service Provider. Client hereby agrees that Client will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the deliverables, in whole or in part.
4.3 Client hereby expressly authorizes the Service Provider to photograph the finished project and to use verbal and written statements made by Client. Any-and-all intellectual property rights in such photos, pictures, or other images related to the Project, shall belong solely to the Service Provider, and Client hereby waives and disclaims any rights to make use of and/or prohibit the Service Provider from making use of such photographs.Client hereby consents to the Service Provider and its affiliates to use such photographs, images, and statements for promotional, advertising, social media, publishing, and other purposes.
5. Term & Termination.
5.1 This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services, or within six (3) months of the Effective Date, unless sooner terminated pursuant to Section 5.3 of this Agreement.
5.2 Service Provider may terminate this Agreement prior to the expiration of the Term reflected above, upon written notice to the Client, if Client fails to pay any amount due to Service Provider and such failure continues for fifteen (15) days after Client’s receipt of written notice of nonpayment.
5.3 Service Provider may terminate this Agreement prior to the expiration of the Term reflected above, upon written notice to the Client, if Client fails to pay any amount due Service Provider and such failure continues for fifteen (15) days after Client’s receipt of written notice of nonpayment.
6. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Safety Disclaimer. Client is responsible for researching any and all safety information regarding nursery and child environments, furniture, décor, materials, finishes, and the like, including, but not limited to, any relevant safety information provided by the Service Provider or by any third-party, recommended by the Service Provider. Client is responsible for researching the safety of any product specified or recommended by the Service Provider. The Service Provider is not responsible for any safety related injury or hazard.
8. Product Policy.
8.1 Goods and Purchases. Client acknowledges and agrees, that it is solely responsible for researching any goods suggestions from Service Provider, including, but not limited to, researching whether such goods will fit correctly in the respective designated Service Provider is not responsible for product quality, size, backorders, damaged goods, or availability of goods. All goods purchased through Service Provider are subject to the return policies listed in Paragraph 8.2 below, as well as what is available to Client via Service Providers website, littlecrowninteriors.com.
8.2 Returns. Any goods obtained by the Service Provider, or a good purchased through the Service Provider, must be inspected and approved by the Client within seventy-two (72) hours of receipt by Client. If Client fails to notify Service Provider of any defect, damage, or if any good, whether custom or non-custom, no longer meets the Client’s preference and taste, Client expressly acknowledges and agrees, that it expressly releases Service Provider from any liability with respect to those goods. Any goods custom made for the Project are final sale and may not be returned.
9. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
10. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality. or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11. Governing Law. This Agreement shall be governed by the laws of the State of California.
12. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
13. Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
14. Assignment. Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Service Any purported assignment or delegation in violation of this Section 12 shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this Agreement.
15. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
16. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
17. Choice of Forum. Each Party irrevocably and unconditionally agrees that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Irvine, California under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
18. Covenant Not to Sue. (child safety claim) – Client further agrees to release, indemnify, and hold harmless, Service Provider, its officers, employees, agents, contractors, and suppliers, against any and all losses, liabilities, damages, injuries, expenses, and claims (including reasonable attorney’s fees) of Client or any third party arising from entry onto the Property and/or activities as authorized by this agreement, whether caused by negligence or otherwise, including without limitation property damage and personal injury claims.
19. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same Agreement.
20. Force Majeure. The Service Provider shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of fifteen (15 days), Client shall be entitled to give notice in writing to Service Provider to terminate this Agreement.