I. Contractors & Consultants. Jade Décor and Design shall not be liable to Client for any damages.
II. No Price/Shipping Guarantee. Jade Décor and Design cannot guarantee prices and/or shipping date of merchandise, interior installation, or other services not performed by Jade Décor and Design.
III. Confidentiality. Client will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate the terms of this Agreement, including the fees, to third parties without Jade Décor and Design, LLC’s express consent and/or authorization.
IV. Design Modification. In the event of a modification of the Design, the Client should notify Jade Décor and Design, LLC within seven (7) days of receipt of Concept Design and Proposal
V. Services Cancellation. This Agreement may be cancelled in writing at any time by either party.
VI. Default. The occurrence of any of the following shall constitute a material default under the Agreement:
a. the Client’s failure to make a required payment constitutes default or
b. Jade Décor and Design, LLC’s failure to deliver the Services in the time and manner provided for in this Agreement, barring agreed upon modifications, unless Client fails to pay.
VII. Indemnification. Client agrees to indemnify and hold Jade Décor and Design, LLC harmless from all claims, losses, expenses, fees including attorney’s fees, costs, and judgments that may be asserted against the Client that result from the acts or omissions of Jade Décor and Design, LLC and/or Jade Décor and Design, LLC’s employees, agents, or representatives. Jade Décor and Design, LLC may only be held liable in the event gross negligence is determined through adjudication.
VIII. Dispute Resolution. The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using mediation.
IX. Term. This Agreement will terminate automatically upon Jade Décor and Design, LLC’s completion of the Services required by this Agreement.
X. Work Product Ownership. Any copyrightable works, ideas, inventions, or other information (collectively the “Work Product”) developed in whole or in part by Jade Décor and Design, LLC in connection with the Services will be the exclusive property of Jade Décor and Design, LLC.
XI. Photographs & Publicity. Client agrees to allow Jade Décor and Design and/or Jade Décor and Design representatives to share E-Designs images (2D or 3D). E-Design images will be used for business purposes, including, but not limited to: press, publications, online, social media, marketing, advertising, and print.
XII. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than payment obligation) due to war, riots, natural disasters, acts of state or governmental action prohibiting or impeding any party from performing its respective obligations under the Agreement, an act of God, epidemic or pandemic, or any other similar or dissimilar unforeseeable event that is beyond the affected party’s control, shall be excused, and the time for performance shall be extended for the period of delay or inability to perform due to such occurrences. Should a failure or delay in Jade Décor and Design performance occur because of any of the abovementioned, Jade Décor and Design shall have the option to either cancel the Agreement or delay performance hereunder for any reasonable period of time during which time this Agreement remains in full force and effect.
XIII. Amendment. This Agreement may only be modified or amended in writing by mutual agreement between the parties, if the writing is signed or initialed by the party obligated by the amendment.