SUSAN DIANA HARRIS INTERIOR DESIGN EDESIGN AGREEMENT

This eDesign Agreement (this “Agreement”), dated as of the date of the last signature below (the “Effective Date”), is entered into by and between Susan Diana Harris Interior Design, a California corporation, with offices located in Los Angeles, California (“SDH”) and you (“Client” or “you” and together with SDH, the “Parties”, and each a “Party”). 

BY PLACING AN ORDER FOR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS. 

In consideration of the mutual covenants and agreements set forth and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, SDH and you agree as follows:

1. Services. In connection with the interior design of Client’s property (the “Project”), SDH shall provide to Client the services (the “Services”) set out in Schedule A. For the avoidance of doubt, the Services shall not include general contractor services, landscape design, or architectural design services.

2. Fees and Expenses.

a. Fees for Services. In consideration of the provision of the Services by SDH and the rights granted to Client under this Agreement, Client shall pay the applicable fee (“Fee”) set forth on Schedule A. Payment to SDH of such Fees and the reimbursement of Expenses pursuant to this Section shall constitute payment in full for the performance of the Services. Unless otherwise set forth in Schedule A or approved by SDH in advance, all fees will be payable upon acceptance of this Agreement and before SDH provides any Services and are non-refundable.

b. Expenses. Client shall reimburse SDH for all reasonable out-of-pocket expenses (“Expenses”) incurred in accordance with SDH’s provision of Services under this Agreement. Such expenses include, but are not limited to, long distance travel, renderings, reproductions, blueprints, drafting services, moving and cleaning fees, postage and handling, couriers, freight, delivery, and storage costs. SDH shall issue invoices to Client monthly in arrears for its expenses incurred in the immediately preceding month.

c. Taxes and Duties. Client shall be responsible for the payment of, and shall promptly pay, all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity, whether domestic or foreign, on any amounts payable by Client hereunder.

d. Late Payment. All late payments shall bear interest at the lesser of the rate of two percent (2%) per month or the highest rate permissible under California law, calculated daily and compounded monthly. Client shall also reimburse SDH for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. SDH reserves the right to halt performance of Services and withhold deliverables in the event of any late payment by Client and this shall in no way constitute a breach of this Agreement by SDH.

3. Specifications; Procurement under Purchase Concierge Services. 

a. Goods and Services Specified and Procured by SDH

i. SDH may recommend certain materials, fixtures, furnishings, hardware, equipment, art, or other goods and/or samples thereof (“SDH-Specified Goods”) in connection with the Project and SDH’s Services. Where Schedule A includes so-called “purchase concierge” services, SDH will purchase any SDH-Specified Goods on behalf of Client (the “SDH-Procured Goods”). SDH shall present Client with one or more written documents describing SDH-Procured Goods and specifying the price and other expenses associated with their procurement to the best of SDH’s ability (each a “Proposal”). Client agrees to pay all expenses set forth in each Proposal for all SDH-Procured Goods. Client also agrees to pay all applicable freight, packing, customs and/or applicable shipping and delivery charges related to SDH’s procurement of SDH-Procured Goods, regardless of whether those charges are included in the Proposal. Client agrees that payment of the fees and expenses set forth on the Proposal signifies an approved purchase of the goods set forth therein that is considered final and that cannot be canceled by the Client. Client agrees SDH has no obligation, in connection with any such approved purchase, to accept the return of any SDH-Procured Goods, whether on consignment or otherwise, to cause the return of any SDH-Procured Goods, or to refund any payments received therefor.

ii. SDH will procure SDH-Procured Goods on behalf of Client only upon SDH’s receipt of Client’s approval of each Proposal in each instance and either (a) a retainer payment (the “Retainer”) in an amount equal to the full purchase price of each item in the applicable Proposal, including, if any, applicable sales taxes and freight charges (collectively, the “Purchase Price”), or (b) Client’s credit card information and Client’s authorization for SDH to use such credit card to make such purchases. Client acknowledges and agrees that Client’s approval of any Proposal constitutes an approval to purchase the goods set forth therein that is final and that cannot be canceled by the Client and which obligates Client to purchase the SDH-Procured Goods therein. Client agrees SDH has no obligation, in connection with any such approved purchase, to accept the return of any SDH-Procured Goods, whether on consignment or otherwise, to cause the return of any SDH-Procured Goods, or to refund any payments received therefor. Client acknowledges and agrees that the purchase price for SDH-Procured Goods is non-refundable. 

iii. SDH shall arrange delivery of SDH-Procured Goods as may be reasonably necessary. Client shall be solely responsible for acquiring insurance against loss or damage for transport or storage of all SDH-Specified Goods and SDH-Procured Goods until delivery at Client’s premises or the location of Client’s designated receiving company. Client shall bear all responsibility for risk of loss or damage thereto. Client shall be responsible for storage of any SDH-Procured Goods upon delivery. Client shall purchase white glove service when available unless otherwise agreed to by SDH.

iv. Client shall inspect all SDH-Procured Goods upon receipt, shall report any concern to the delivery service at the time of delivery, and shall not accept delivery of any non-conforming goods. Client shall be responsible for any costs arising out of or otherwise associated with the return of any samples or damaged or otherwise nonconforming items; provided, however, that where such SDH-Procured Goods are non-returnable Client shall still have the legal obligation to pay for such SDH-Procured Goods. Client further agrees that in no event shall any SDH-Procured Goods be deemed nonconforming where such alleged non-conformity arises out of Client’s mistake, misunderstanding, or negligence with respect to the properties or characteristics of such SDH-Procured Goods, including, but not limited to, dimensions, colors, quality, construction, purposes, or nature of materials. 

v. SDH shall not be held liable for natural inconsistencies and variances associated with materials including, but not limited to grass (including, but not limited to, sisal, seagrass, hemp, bamboo), paper, cork, wool, silk, linen leather, wood, clay, glass, stone, metal, and inconsistencies in hand applied wood finishes. SDH shall also not be held liable for deviations between samples and goods as actually received that are outside of SDH’s reasonable control, including, but not limited to, those in dye lots, paint, wallpaper, textiles, man-made surfaces, fixtures, flooring, artwork, fabric runs, carpeting, accessories, lighting, casegoods, and custom furnishings. SDH shall also not be held liable for deviations between any claims as to any goods’ sustainability or goods’ results as actually performed that are outside of SDH’s reasonable control, including, but not limited to such goods’  carbon footprint, re-usability, recyclability, biodegradability, durability, repairability, off-gassing, and manner(s) and origin(s) from which it was obtained including, but not limited to those with claims to certification such as FSC and GOTS.

vi. Upon the earlier of (a) approval of any Proposal, and/or (b) completion of Project, Client shall independently verify that the dimensions of all SDH-Specified Goods are appropriate for their intended use on Client’s site and capable of passing through all required access points, including, but not limited to, elevators, gates, doorways, and hallways.

vii. Client expressly disclaims any and all warranties or guarantees with respect to, and SDH shall have no liability to Client for, the condition or quality of any second-hand or vintage goods procured by SDH. 

viii. For the avoidance of doubt, SDH shall have no obligations, whether to order, manage, expedite, track, install, or otherwise, with regard to any goods other than the SDH-Procured Goods.

4. Third-Party Service Providers; Permits and Consents 

a. Client acknowledges and understands that SDH is not an architect, engineer, or general contractor and does not provide such services or make recommendations about providers of such services. Client acknowledges and understands that SDH is not a LEED BD+C, Phius Certified Consultant (CPHC), Certified Passive House designer, or Certified Energy Analyst (Title 24) and shall not provide such services or make recommendations about providers of such services. If Client’s project requires any third-party contractors, subcontractors, specialists, suppliers, or consultants (each a “Third-Party Provider”) to perform work based on SDH’s proposed concepts, Client will enter in a contract directly with each Third-Party Provider, which such contract shall be separate, distinct, and independent from the rights and obligations contained in this Agreement.Client shall be solely responsible for, and SDH shall have no responsibility for, interviewing, coordinating with, or managing any Third-Party Provider. SDH provides no warranty, guarantee, certification, or responsibility for the performance, quality, or timely completion of any work performed or materials installed by any Third-Party Provider, nor their agents or employees. Third-Party Providers shall be responsible for compliance with all laws, codes, and regulations applicable to the Third-Party Provider’s services. Upon Client’s request SDH shall reasonably cooperate with Third-Party Providers for the purpose of general conformity of the design plan but is not responsible for their oversight and shall not be held liable for any delay, action, or failure to act of any such Third-Party Provider.

b. All concepts, drawings, specifications, and other documents prepared by SDH in connection with SDH’s provision of the Services (“Project Documents”) are conceptual in nature, intended to set forth design intent only, and are not to be used for architectural, engineering, or construction purposes, whether by Client or any Third-Party Provider. 

c. SDH’s services shall not include undertaking any responsibility for the design or modification of the design of any structural, heating, air conditioning, plumbing, electrical, ventilation, glazing, audio, video, or other mechanical systems installed or to be installed at the Client’s project site.

d. Client shall be responsible for any disputes which may arise with any Third-Party Provider. Client agrees to indemnify, defend, and hold harmless SDH, and its officers, agents, and employees from and against any and all claims, damages, liabilities, losses and/or expenses (including attorneys’ fees and costs and any claim or threatened claim of third parties) incurred by SDH in connection with Client’s engagement of any Third-Party Provider.

e. Client and Third-Party Providers shall be solely responsible for preparing and/or filing any documents and payment of any fees required for the approval of governmental authorities having jurisdiction over the Project. 

5. Client Responsibilities. Client acknowledges that it is responsible for performing its obligations under the Agreement in a reasonable and timely manner. SDH is not responsible for any delays in performing the Services due to Client’s failure to meet its obligations under this Section 5. Client shall:

a. Designate a party to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to thisAgreement(the “Client Contact”), with such designation to remain in force unless and until a successor Client Contact is appointed.

b. Require that the Client Contact respond promptly to any reasonable requests from SDH for instructions, information, or approvals, including any information about Client’s home, timeline, budget, and room (including supplying measurements, floorplan, elevations, photos of the room to design, photos of any existing home decor or finishes to be considered for use in the room design, and images of any inspirational home decor to consider for use in the room design) (collectively, “Client Content”) required by SDH to provide the Services, in forms as stated by SDH and, if requested by SDH, suitable for reproduction or incorporation into the Final Deliverables (defined below).

c. Cooperate with SDH in its performance of the Services and provide access to Client’s premises, employees, contractors, and equipment as required to enable SDH to provide the Services.

d. Take all steps necessary, including obtaining any required licenses or consents, to prevent Client-caused delays in SDH’s provision of the Services and not take any actions that would inhibit or impair SDH’s ability to render the Services.

6. Additional Services; Delays; Approvals

a. If the Client wishes to order additional services as set forth in Schedule B (“SDH Additional Services”) at any time during the period between SDH’s receipt of the Fee due hereunder and 90 days following Client’s receipt of the Final Deliverables hereunder (the “Added Services Period”), Client shall notify SDH in writing and pay the Fee set forth in Schedule B for such SDH Additional Services. For the avoidance of doubt, following the end of the Added Services Period, Client shall have no right to order any SDH Additional Services.

b. In the event that Client delays in providing SDH with any approvals, content, or other materials or actions necessary for SDH to provide the Services contemplated under thisAgreement, SDH will have, at its sole discretion, the right to make reasonable modifications to the relevant delivery schedule. The Parties agree that SDH will not be liable for any delay in performance related to Client delays in providing such content or other material or actions, and any such delay shall not constitute a breach of this Agreement by SDH. 

c. If and only to the extent that Schedule A expressly allows for revisions to any individual deliverable, Client will approve or request revisions to that deliverable in writing within five (5) days of SDH’s submission to Client of such deliverable. If the Client does not provide such an approval or revision request within five (5) business days of receiving such deliverable, that deliverable will be deemed accepted. If Client requests allowed revisions to such deliverable, Client will provide feedback and SDH shall be accorded the amount of time for revisions set forth in Schedule A to make any requested changes to such deliverable.

d. For the avoidance of doubt, Client shall be entitled to request revisions only to the extent expressly set forth in Schedule A. Revisions beyond the those permitted in Schedule A shall be provided as SDH Additional Services at the rates set forth in Schedule B.

e. If additional Fees or Expenses are required due to Client’s delay, inaccurate information or mistake, SDH will have the right, in its sole discretion, to modify the specifications set forth in Schedule A to reflect any reasonable changes in costs or scheduling that result.

f. Client agrees that SDH shall not be liable for any (i) delay in SDH’s performance, (ii) SDH’s inability to complete or otherwise provide Services, or (iii) Client’s inability to fully utilize the Final Deliverables or any other results and proceeds of SDH’s Services hereunder that is due to any concealed physical conditions at the premises or conditions that are not visible in reference materials provided to SDH by or on behalf of Client (including, but not limited to, the presence of tankless water heaters, power/media boxes, post tension concrete, lath and plaster, covered beams, and central vacuum systems (collectively, “Concealed Physical Conditions”)) that materially interfere with Client’s use or implementation of the Final Deliverables or any other results and proceeds of SDH’s Services hereunder and any such delay or interference shall not constitute a breach of this Agreement by SDH. If additional Services or expenses are required for SDH to perform the Services contemplated under this Agreement as a result of Concealed Physical Conditions, SDH will have the right, in its sole discretion, to modify Schedule A to reflect any reasonable changes in costs or scheduling that result.

7. Client’s Representations and Warranties. Client represents and warrants that:

a. It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

b. All information and materials provided to SDH by Client will be accurate and complete, will comply with all applicable laws, statutes, and regulations, and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party; and

c. The execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action, if any.

8. SDH’s Limited Warranty

a. SDH warrants that it shall perform the Services: (i) in accordance with the terms and subject to the conditions set forth in the respective Schedule A and this Agreement; (ii) using personnel of industry standard skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

b. SDH’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this warranty shall be as follows:

i. SDH shall use reasonable commercial efforts to promptly cure any such breach; provided, that if SDH cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Client’s written notice of such breach, Client may, at its option, terminate the Agreement by serving written notice of termination in accordance with this Agreement.

ii. The foregoing remedy shall not be available unless Client provides written notice of such breach within ten (10) days after delivery of such Service or deliverable to Client.

c. Client acknowledges and agrees that SDH’s recommendation of any goods or services is not an endorsement and does not constitute a guarantee or warranty of any kind with regard to such goods and services. Third-party pricing is subject to change and out of SDH’s control.

d. SDH DOES NOT WARRANT THE QUALITY OF OR GUARANTEE PRICING FOR ANY SDH-SPECIFIED GOODS, THE SERVICES OF ANY RECEIVER OR THIRD-PARTY PROVIDER, NOR ANY OTHER MERCHANDISE, INTERIOR INSTALLATION, OR OTHER SERVICES NOT PERFORMED BY SDH.SDH MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY AND OR ANY AND ALL WARRANTIES WITH REGARD TO SDH-SPECIFIED GOODS OR THIRD-PARTY GOODS OR SERVICES RECOMMENDED BY SDH) ARE EXPRESSLY DISCLAIMED.

9. Intellectual Property. 

a. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), 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 Rights”) in and to (i) all Project Documents and all in-progress work product, concept designs, drawings, renderings, specifications, illustrations, source files, sketches, proposed but unused or unapproved materials or designs, and other development materials that are prepared by or on behalf of the SDH in the course of performing the Services (collectively, the “Working Materials”), and (ii) the finished, final deliverables created and actually delivered to Client by SDH in connection with the performance of the Services under this Agreement (collectively, the “Final Deliverables”) that are delivered to Client under this Agreement or prepared by or on behalf of the SDH in the course of performing the Services, including any items identified as such in Schedule A, except for any Confidential Information of Client or Client Content, shall be owned by SDH. 

b. Provided that Client has made full payment of all amounts due to SDH under this Agreement and provided that Client is not in breach of this Agreement, SDH hereby grants Client a license to use the Final Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Final Deliverables and the Services. For the avoidance of doubt, such license shall not include any rights in or to Working Materials, and Client shall not have the right to use Working Materials on other projects, for additions to this Project, or for the completion of this Project by third parties. 

c. All Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Client hereby grants to SDH a limited, non-exclusive, non-transferable, non-sub-licensable, and non-assignable royalty free license (i) during the Term to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, distribute, perform, display, and otherwise use Client Content as necessary to render the Services to Client under this Agreement, and (ii) on a perpetual and worldwide basis to use and display any Client Content incorporated into the Final Deliverables for the sole purpose of promoting SDH’s business.

10. Photography. 

a. Client agrees that SDH may photograph, make video recordings of, or otherwise electronically capture images of the Project (the “Project Recordings”) in connection with the provision of Services hereunder. Client acknowledges and agrees that Project Recordings may include depictions of all or part of Client’s property or other structures or items on Client’s property. To the extent that Client has any claim to any intellectual property rights in or to the Project Recordings or parts thereof, Client hereby grants SDH the irrevocable, perpetual, worldwide right to take, record, transmit, distribute, publish, project, exhibit, digitally display, and otherwise use and/or create derivative works from, any and all Project Recordings for the purpose of promoting SDH’s business. Client shall have no claim to compensation or benefits or any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use (in accordance with the terms hereof) of the Project Recordings. SDH will not disclose Client’s identity or the address of Client’s property without Client’s prior consent.

b. In the event that Client or parties under Client’s control document the results and proceeds of SDH’s services, including, but not limited to, by means of photography or videography (in each case, “Client’s Project Recordings”):

i. SDH shall be afforded credit substantially in the form of “designed by sdh - susandianaharris.com” upon publication or other public release or distribution of any such Client’s Project Recordings; and

ii. Client hereby grants SDH a worldwide, perpetual, limited, non-exclusive, non-transferable, non-sub-licensable, and non-assignable royalty free license to use and display any such Client’s Project Recordings for the sole purpose of promoting SDH’s business.

c. Client further agrees to require any third parties requesting the right to document the results and proceeds of SDH’s services to agree to afford SDH the credit and provide SDH the same license set forth in Section 10.b as a condition of Client’s grant of such rights to such third party.

11. No Duty to Archive. SDH shall have no obligation to retain or archive any of the Work Product or Final Deliverables produced in connection with this Agreement after they have been delivered to Client.

12. Confidentiality

a. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

b. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.

13. Indemnification. Client will defend, indemnify and hold harmless SDH and its affiliates and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (a) damage to real or tangible, personal property resulting from Client’s acts or omissions; and (b) the breach of any of Client’s representations, warranties or obligations under this Agreement.

14. Term, Termination and Survival

a. Term. This Agreement shall commence as of the Effective Date and shall continue until the completion of the Services under Schedule A (the “Term”), unless sooner terminated pursuant to this Agreement.

b. Termination for Convenience. SDH may, in its sole discretion, terminate this Agreement at any time, without cause, by providing at least ten (10) business days’ prior written notice to Client. In the event of termination pursuant to this Section 14.b., SDH shall refund any Fees paid to SDH by Client; provided, however, that SDH shall be entitled to retain all Fees for deliverables and services rendered by SDH up to and including the date of termination on a pro-rated basis.

c. Termination for Breach. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:

i. Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach.

ii. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing.

iii. Is dissolved or liquidated or takes any corporate action for such purpose.

d. No Release. The expiration or termination of this Agreement, for any reason, shall not release either Party from any obligation or liability to the other Party, including any payment and delivery obligation, that: (i) has already accrued hereunder; (ii) comes into effect due to the expiration or termination of the Agreement; or (iii) otherwise survives the expiration or termination of this Agreement. If SDH is billing Client hourly in arrears, following the termination of this Agreement, Client shall pay SDH on a pro-rata basis any Fees then due and payable for any Services or portion thereof completed, as determined in SDH’s sole discretion, up to and including the date of such termination.

e. Survival. The rights and obligations of the parties set forth in this Section 14, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, including, but not limited to, Client’s indemnification obligations and payment obligations, SDH’s right to withhold deliverables and services in the event of Client’s non-payment, and SDH’s right to use photographs of the Project, will survive any such termination or expiration of this Agreement.

f. No Refunds for Fees for Services. Subject only to Section 14.b, Client acknowledges and agrees that all payments to SDH for Services hereunder are non-refundable and considered fully earned upon payment and shall be retained by SDH in full upon any termination of this Agreement.

15. Limitation of Liability

a. IN NO EVENT SHALL SDH BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOST DATA, 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 SDH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. IN NO EVENT SHALL SDH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SDH PURSUANT TO THE APPLICABLE STATEMENT OF WORK.

16. Safe Working Environment. Client agrees in good faith to use its best efforts to ensure that (a) Client and Client’s employees, representatives, and other agents treat SDH’s employees, representatives, and other agents with respect and dignity, and (b) any location at which SDH is required to provide Services is in the condition reasonably necessary for SDH to complete the Services and is a safe working environment. SDH retains the right to cease providing Services and terminate this Agreement if, in SDH’s sole discretion, (i) the location where Services are to be provided poses a threat of physical danger to Provider, or (ii) Client or its agents commit any instances of sexual harassment, violence, threats or other behavior that would lead a reasonable person to feel unsafe in such environment.

17. Consent to Record. Client hereby grants SDH the right to make both visual and/or audio recordings of any telephone calls, video conferences, or other communications or meetings between Client and SDH in connection with SDH’s provision of the Services.

18. Entire Agreement. This Agreement, including and together with any attached schedules or exhibits 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. 

19. Notices. Notices shall be in writing. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section.

Notices to Client: 

To the address you provide when placing your order on the SDH website or such other address as you may provide to SDH in writing from time to time.

Notices to SDH:

Susan Diana Harris Interior Design, Attn: Susan Diana Harris, [email protected]   

20. 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. 

21. Amendments. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by each Party.

22. 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.

23. 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 SDH. 

24. 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.

25. Choice of Law. This Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of California, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

26. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement in any forum other than a court of competent jurisdiction in Los Angeles County, California. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such court.

27. 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. 

28. Force Majeure. SDH 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 SDH including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions (including changes in policies, regulations, or other applicable law), 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, either party shall be entitled to give notice in writing to SDH to terminate this Agreement.