Copyright & Promotional Materials
We grant you a limited, nonexclusive license to use the design development drawings, contract documents, and related materials we provide you (collectively, the “Works”). We retain any and all copyrights in and to the Works. We are deemed to be the author of such Works under the U.S. Copyright Act. We retain the sole and exclusive right to sell copies of, create derivative works of, and reproduce the Works. Reproduction of the Works without our prior written consent is strictly prohibited. We shall have the right to include representations and images of the project, including photographs of the exterior and interior, within our promotional and professional materials. Our materials shall not include images of your residents or employees unless you agree otherwise. You shall provide professional credit for us on the construction sign and in the promotional materials for the project.
Neither we nor our contractors or consultants shall have any responsibility or liability and you release all of us for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the project premises including but not limited to pollutants, asbestos, asbestos products, polychlorinated biphenyl (PCB), mold or other toxic substances. If any environmental remediation work is required after your environmental site assessment report indicates the presence of any hazardous materials you agree to contract with or employ a qualified remediation professional to remove such hazardous materials before we will be required to proceed with any further work. You agree to disclose the results and reports of prior tests, inspections or investigations, if any, conducted for the project involving structural and mechanical systems; chemical, air and water pollution; hazardous materials; or other environmental and subsurface conditions. You also agree to disclose all information regarding the presence of pollutants at the project site.
LEGAL DISCLAIMERS, LIMITATIONS & EXCLUSIONS
THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO ANY PRODUCT OR SERVICES WE PROVIDE NOR ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; WE DISCLAIM ALL SUCH WARRANTIES. OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE PRODUCTS OR SERVICES PROVIDED HEREUNDER IS LIMITED TO THE COST OF THE PRODUCT(S) OR SERVICE(S) (AS APPLICABLE) GIVING RISE TO THE CLAIM. IN NO EVENT, WHETHER IN CONTRACT, INDEMNITY, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE WILL WE BE LIABLE FOR LOSS OF PROFIT OR REVENUES, INTERRUPTION OF BUSINESS, COST OF COVER, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR exemplary damages even if WE WERE advised of such damages.
Force Majeure & COVID-19 Notice
Neither party will be liable nor in breach of its obligations under this contract (except the obligation to make payments when due) to the extent such performance is delayed or prevented due to causes beyond such party’s reasonable control (“Event of Force Majeure”), including but not limited to, Acts of God; terrorism; pandemics; national, state or local state of emergencies; war; material shortages; acts (or omissions) of the other party or its contractors, suppliers, employee or agents; act of government; labor disputes; or transportation shortages. We have been working tirelessly to respond to the COVID-19 outbreak and to continue to serve our customers. Like many suppliers and service providers, there are some items or timelines that may be out of our control during this national emergency and world-wide pandemic. Availability and dates for delivery, installation or service may change, and we promise to keep you updated.
Notices must be sent by a reputable overnight carrier or certified mail return receipt requested. Headings are for the convenience of the parties only. Neither party may assign this Agreement without the other party’s consent provided that we may assign this Agreement in whole or any part to any of our wholly-owned subsidiaries or related companies without notice to you. This Agreement binds and inures to the benefit of each party and their permitted successors and assigns. If any provision of this Agreement is found to be invalid by a Court of competent jurisdiction, the remaining provisions will remain in full force and effect. This Agreement, including but not limited to these Standard Terms & Conditions, and the Preliminary Project Scope, is the full, final, and integrated contract between the parties and supersedes all prior discussions or understandings regarding the products and services we are providing. No inconsistent or conflicting terms in any document (e.g. purchase order) you may provide will amend or supersede this Agreement and we reject any such inconsistent terms unless signed by our Vice President. This Agreement may be signed in counterparts and/or by authentic facsimile and/or electronic (e.g. scanned) signatures which shall be as binding as original signatures. Like many interior designers in our industry, some of our suppliers may provide us rebates, discounts, credits and other incentives for the purchase, marketing, specification or similar activities associated with their products, materials and/or services. In identifying suppliers and specifying materials, we may consider a number of factors, including supplier availability, safety, functionality, maintenance, and your preferences. Regardless of any incentive made available to us, we will always provide you with options for products, materials and services which we believe to be appropriate for your project and which are from quality suppliers and service providers. Please note that we use these incentives to lower our overhead costs and, because these incentives may change from time to time, we do not credit those incentives to invoices. In conjunction with negotiating these applicable rebates, discounts, credits and other incentives, we may need to share the legal terms and conditions of our agreement with you, to register your project for such incentives, and you authorize such disclosure for this limited purpose.
Special Conditions & Assumptions
This proposal assumes that the owner and/or its representatives provide us with accurate, dimensioned drawings of the building spaces, including all columns, hazardous materials or conditions, obstructions such as electrical conduit, piping ductwork and any other vertical elements that are fixed and cannot be relocated before the completion of Design Development. We shall rely on the accuracy of any owner-provided drawings. The owner and/or its representative will provide existing product model numbers or physical samples if they are not readily visible on the products during site survey.