Makeup Artistry Service Terms

Version: 1.0.4 - Updated: January 16, 2025

Replaces All Prior Versions

PLEASE READ THIS AGREEMENT CAREFULLY. IT DESRCIBES YOUR LEGAL RIGHTS AND REMEDIES AND CONTAINS IMPORTANT INFORMATION.

1. Overview

The following service terms and conditions (“Terms”) are entered into by Sharon Gonzalez, dba Sharondipity Makeup Artistry (“me”, “my”, “myself”, and “I”), and the individual or entity agreeing to these Terms (“you” or “your”) and shall be effective as of the date of Acceptance (as defined herein – the “Effective Date”). These Terms govern your requests for quotations or estimates (each a “Service Request”) through the Sharondipity Makeup Artistry website, https://www.sharondipitymakeup.com/ (the “Site”), and the products and services relating to professional makeup artistry you may purchase, retain, or obtain from me thereafter (collectively the “Service” or “Services”). Nothing herein shall be deemed to confer any third-party rights or benefits. You and I are occasionally referred to herein individually as a “Party” and collectively as the “Parties.”

1.1. Additional Terms and Conditions

These Terms hereby incorporate the additional terms and conditions set forth by (i) my website usage terms (available online at https://www.sharondipitymakeup.com/terms, the “Website Usage Terms”), (ii) my general privacy policy (available online at https://www.sharondipitymakeup.com/privacy, the “Privacy Policy”), (iii) and an applicable Quote or Service Order (as defined in Section 3.1), each of which are hereby made a part by this reference. These additional terms and conditions may change from time to time. It is your responsibility to check for any such changes to these additional terms and conditions.

1.2. Acceptance of this Agreement

By submitting a Service Request on the Site or issuing a Service Order (as defined in Section 3.1), you hereby agree to these Terms (“Acceptance”). If you do not agree, do not submit a Service Request or issue a Service Order.

You represent and warrant that you have read these Terms prior to submitting a Service Request and are agreeing to them voluntarily.

(a) Consent to Electronic Communications

You also hereby (i) consent to receiving electronic communications from me, as further described in the Privacy Policy, and (ii) agree that any notices, agreements, disclosures, or other communications that I deliver to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

1.3. Electronic or Online Document Availability

These Terms and any additional terms and conditions will be made electronically available by me to you with some terms and conditions being posted on my Site. I will not be required to provide you with physical paper copies of these documents.

1.4. Changes to these Terms

I may, in my sole discretion, update, revise, or change these Terms or any agreements which incorporate these Terms by reference by posting updates online or sending them to you by email to the address you have provided me. You are responsible to check for any such changes. Your use of any Services after such update, revision, or change is made constitutes your acceptance of the updated, revised, or changed terms. I am not responsible or liable for your failure to receive an email notification of an update, revision, or change if it results from (A) your failure to provide me with your current email address or (B) your implementation of any email filtering mechanisms or policies (i.e., spam or junk filters).

2. General Relationship

I will be providing Services as an independent contractor under these Terms. Nothing herein shall be deemed to constitute an employee/employer relationship, partnership, joint venture, agency relationship or otherwise between me and you. The sole and express purpose of these Terms is for the rendering of my Services to you.

2.1. Non-Exclusive

You agree that my relationship with you will be non-exclusive. Both myself and any of my employees, agents, and representatives shall be free to provide services or engage in any form of activity (including, but not limited to, any business, investment, or financial activities) whether for myself or on behalf of or to other organizations, companies, or individuals who are or are potentially direct or indirect competitors of yours.

2. General Relationship

This Service is only offered by me to you in accordance with a verifiable Service Request submitted by you through my Site. Your Service Request must include an event style, event date, and service location in order to receive a Quote (as hereinafter defined).

Once I receive your Service Request, I will verify, review, and respond accordingly by phone or email. However, I am under no obligation to do so and may choose not to respond to any Service Request for any reason. This includes, but is not limited to, Service Requests containing (i) unverifiable information, or (ii) irrelevant content. The decision whether or not to respond to your Service Request will be at my sole and absolute discretion.

3. Service Requests, Quotes & Service Orders

3.1. Quotes & Service Orders

Any quotations or estimates for Services I provide to you (collectively, a “Quote”) will be delivered by email to you in accordance with your Service Request and any later correspondence between me and you. The Quote shall reflect the Service Request, including the applicable Services to be rendered and estimated pricing. The Quote will also contain a service order form codifying the details of the applicable Quote (a “Service Order”) which you may use to order the Services stated therein. Instructions on how to issue the Service Order, and corresponding down payment (deposit or retainer), will be stated therein.

(a) Validity Period

The Quote shall be valid for either (a) seven (7) days after being provided to you, or (b) until the expiration date shown on the Quote. The details of the Quote, including pricing, is based on the latest information available and is subject to change.

(b) Specific Terms

Depending on the type and nature of the Service Request and/or Quote, the Service Order may contain additional terms and conditions (as stated in Section 1.1) that are specific to your Service Order. I may also provide you with a Service Order that is governed by the terms and conditions of a separate agreement that requires your formal authorization (a “Separate Agreement”). In which case, the terms and conditions of the Separate Agreement shall take full precedence over the Terms stated herein upon your Authorization of any such Service Order.

(c) No Obligations

You are under no obligation to issue a Service Order after receiving a Quote from me. Likewise, I am under no obligation to provide any Services to you until you provide Authorization (as defined in Section 3.3).

3.2. Pricing

Services will be provided in accordance with either (i) the estimated pricing shown on an applicable Service Order (“Estimated Pricing”), or (ii) my current list prices set for a specific Service (“List Pricing”).

3.3. Service Authorization

You may order the Services stated in the applicable Quote by issuing an applicable Service Order to me along with a down payment (“Authorization”). Your Authorization will reaffirm your Acceptance of these Terms.

3.4. Final Review & Acceptance

By providing Authorization, you are making an offer to purchase the Services stated in the Service Order which is subject to final review and acceptance by me. I reserve the right to, at my sole discretion, accept or reject any Service Order for any reason without any liability to you. This includes, but is not limited to, (i) fraudulent Authorization, (ii) pricing, typographical, or other errors, and (iii) availability issues (as detailed in Section 4.5). I am not responsible for any errors or omissions in any Quote or Service Order.

Once I have approved your Authorization, the applicable Service Order (hereinafter referred to as the “Order”) will constitute a legally binding contract between me and you for the specified Services under these Terms (the “Agreement”).

4.5. Additional Work

I may perform Services not identified in the Order either (i) requested by you; or (ii) that I disclose to you in advance (“Additional Work”). In the event I render Additional Work, you agree to pay for such Services retrospectively in accordance with the applicable List Pricing rates. Any Additional Work I perform shall be in connection with the original Order unless I deem the Services requested require your Authorization of a separate Service Order.

4. Makeup Services

I shall undertake and perform the Services set forth in an accepted Order. I shall determine, at my sole discretion, the manner and means by which I provide the Services to you under this Agreement.

4.1. Makeup Session

I shall render Services with due skill, time, diligence and care on the date(s) specified in the applicable Order (each a “Makeup Session”) in accordance with a pre-determined schedule that has been mutually agreed to between me and you for each Makeup Session (the “Service Timeframe”).

4.2. Service Location

I shall render Services on-site at a pre-determined physical location(s) that both you and I consider safe and appropriate for the type and nature of the work required to render Services (the “Service Location”). Additional Fees (as defined in Section 5) for travel apply for me to render Services to you at a Service Location that is more than fifteen (15) miles from my physical location.

4.3. Specifications

I shall render Services to the person(s) designated in the Order (collectively “Participants”) in accordance with the agreed upon specifications and/or desired looks and themes (“Specifications”) prior to the Makeup Session.

4.4. Supplies & Workspace

Unless otherwise noted, I shall supply and use my own high-quality skin care based and/or hypoallergenic makeup products and sanitized application tools (“Makeup Supplies”) to perform the Services specified in the applicable Order. I will also maintain a clean and organized workspace throughout the Makeup Sessions.

4.5. Availability

Service pricing and/or availability, as well as the pricing and/or availability of Makeup Supplies is subject to change without notice. I shall be allowed to make material substitutions as deemed necessary as long as they still substantially meet or exceed the specifications of the Order. However, in all circumstances, I do not make any representation regarding the availability of any Services, which may be changed or discontinued with or without notice.

4.6. Service Contact

My personnel will be your primary point of contact for any support, inquiries or other requests related to the Services being rendered by me.

5. Service Fees & Payment Terms

You agree to remit payment to me for any and all applicable amounts for Services I provide to you (collectively “Fees”) in U.S. dollars, and subject to the following terms and conditions:

5.1. Payment in Advance: Partial or full payment in advance (PIA) is required for me to commence rendering Services to you.
5.2. Invoice Interval: I will be entitled to invoice you, either physically or digitally, in part or in-whole at any time.
5.3. Invoice Period: The term listed on my invoice(s) will be the number of days you have to pay. (For business clients, invoice(s) are typically submitted on Net 10, Net 15, or Net 30 terms, unless otherwise stated.)
5.4. Method of Payment: I accept the following payment methods: Cash, Credit or Debit Card, PayPal, or Venmo. Additional processing fees may apply depending on the payment method. I reserve the right to deny the use of any payment method for any abuse or misuse at my sole discretion. Abuse of a payment method may also be grounds for further action including termination (as detailed in Section 12).
5.5. Expenses: I shall be permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to materials, supplies, airfare, hotel, transportation, parking, per diem, and service incidentals. I also shall be permitted to charge for any and all expenses I incur in exercising any of my rights under this Agreement or applicable law with respect to the collection of a payment default, including attorneys’ fees, court costs, and collection agency fees.
5.6. Penalties: If you do not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, it will trigger a “Collection Dispute” and I shall be entitled to: (1) charge interest on the outstanding amount at the rate of two percent, monthly (2%, monthly) or the maximum non-usurious rate under applicable law; (2) require you to pay for the Services, or any remaining part of the Services, in advance; (3) cease performance of the Services completely or until payment is made (as detailed in Section 12) at my sole and exclusive discretion; and (4) utilize the services of a collection agency or attorney to recover any Fees owed, plus interest.
5.7. No Refunds: All payments to me are nonrefundable. This includes any payment in advance.
5.8. Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes, surcharges, regulatory fees, or other amounts assessed by governments. Taxes imposed upon or required to be paid by either Party shall be the sole and exclusive responsibility of each, respectively.
5.9. Laws Affecting Electronic Commerce: From time-to-time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. You agree that you are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend me from any claim, suit, penalty, tax, or tariff arising from your exercise of Internet electronic commerce.
5.10. Adjustment for Inflation: I shall be permitted to adjust any and all requisite Fees for inflation as it deems necessary. These adjustments are not negotiable and will be noted on the invoices I submit to you.

6. Your Obligations

In accordance with an applicable Order, you hereby agree to cooperate with me and provide access to the resources I may reasonably require in fulfilling the assigned tasks of the Order. This includes but is not limited to your obligations to:

6.1. Provide, facilitate, or otherwise grant me entry to each Service Location prior to the Makeup Session;
6.2. Provide a clean, private and temperature-controlled space with adequate lighting and seating arrangements at each Service Location for me to set up a designated work area prior to the Makeup Session;
6.3. Facilitate or arrange access to power, water, mirrors, tables, and any other amenities that I deem necessary or appropriate for me to adequately perform the Services prior to the Makeup Session;
6.4. Ensure that all Participants have clean skin and are not wearing any makeup prior to the Makeup Session;
6.5. Provide me with a detailed description of the desired looks or themes that either you or the Participants desire (as the case may be) prior to the Makeup Session;
6.6. Provide me with a list of any skin-related allergies, sensitivities, discoloration, hyper/hypopigmentation, or other special skincare needs (collectively “Skincare Needs”), any Participants may have prior to the Makeup Session;
6.7. Obtain any necessary permissions or releases on forms I provide from all Participants prior to the Makeup Session;
6.8. Ensure that any children in attendance are supervised by a responsible adult at all times and, if not Participants, be kept away from the designated work area for their own safety;
6.9. Promptly communicate any changes or other concerns; and
6.10. Require any Participants, staff, or agents of yours to cooperate with and assist me as I may need.

7. Change Requests

You may, in your sole discretion, request changes or revisions in any oral, written, or electronic correspondence with me prior to each Makeup Session (each a “Change Request”). I will attempt to implement any such Change Requests at no additional expense to you.

7.1. Change in Specifications

However, if any Change Request is deemed by me to significantly increase the scope of the Order (including but not limited to, changing Service Locations, modifying the Service Timeframe, or rescheduling Makeup Sessions), I will notify you that such Change Request will require me to perform Additional Work. You may then elect to (i) approve the Change Request as Additional Work, or (ii) withdraw the Change Request, at your discretion.

7.2. Rescheduling

In the event you need to reschedule a Makeup Session, you must provide me with a Change Request at least fourteen (14) days prior to the first Makeup Session. Otherwise, any such requests will be considered as Additional Work, and you will be charged accordingly. Rescheduling is also subject to my availability (as stated in Section 4.5).

8. Service Interruptions or Delays by You

If any action or inaction by you or the Participants prevents or delays me from performing the Services in the Order, I will be entitled to an equitable adjustment in the Service Timeframe and Fees otherwise payable under the applicable Order. I am not responsible for any delays caused by events beyond my control.

8.1. Skincare Needs

I shall also be entitled to an equitable adjustment in the Service Timeframe and/or Fees otherwise payable under the applicable Order for any Participants with Skincare Needs not disclosed to me prior to the Makeup Session.

8.2. No Shows

If you and/or your Participants are a no show to a Makeup Session, you will remain responsible for the full outstanding balance of Fees designated in the Order plus any other expenses incurred by me in meeting my obligations or enforcing this Agreement.

9. Confidentiality

Both Parties agree to maintain the confidentiality of all information shared with each other under this Agreement, including but not limited to, personal information, business strategies, and creative concepts.

10. Representations & Warranties

10.1. I represent, warrant, and covenant that: (a) I have the authority to enter into this Agreement and perform the Services; (b) I will comply with all United States federal, state, and local laws that apply to me in providing the Services; (c) I will provide Services in a professional and workmanlike manner; (d) I have not and will not pay any remuneration directly or indirectly to any third party in connection with this Agreement, including, but not limited to a finder’s fee, cash solicitation fee, or for consulting, lobbying or otherwise; and (e) I am under no obligation or restriction that would in any way interfere or conflict with the work to be performed by me under this Agreement.
10.2. You represent, warrant, and covenant that: (a) you have the authority to enter into this Agreement and to deliver upon your obligations (as generally stated in Section 6); (b) you will remit payments to me for any and all applicable Fees due and payable in accordance with each Order; (c) you will be solely responsible for compliance with, and shall ensure compliance with, all applicable laws, ordinances, rules and regulations governing your operations; and (d) you are under no obligation or restriction that would in any way interfere or conflict with the work to be performed by me under this Agreement.

11. Cancellations

To request cancellation of an accepted Order you must provide me with a written notice prior to the first Makeup Session (a “Cancellation Request”). To limit or otherwise avoid remitting the outstanding balance of Fees designated in the Order, Cancellation Requests must be provided within the cancellation time frame(s) specified in the applicable Order.

If you fail to provide me with a Cancellation Request, you will remain responsible for the full outstanding balance of Fees designated in the Order plus any other expenses incurred by me in meeting my obligations or enforcing this Agreement.

11.1. Unforeseen Circumstances

In the event that either you or I have to cancel due to unforeseen circumstances, the Force Majeure clause (defined in Section 19.7) of this Agreement shall apply. I also agree to attempt to reschedule or assist with finding another provider at no additional cost to you.

12. Termination

This Agreement begins on the date of Authorization and shall continue until the outstanding Order has been fulfilled, cancelled, or terminated as stated in this Agreement.

12.1. I may terminate this Agreement, with or without notice to you:

(a) if you commit a material breach of any of these Terms;
(b) if there is a mismatch in style or approach;
(c) if you are not open to professional advice, guidance, or collaboration;
(d) if you fail to pay any Fees you owe me;
(e) if you engage in any conduct prejudicial or abusive to me, my business, or my representatives;
(f) if you cease to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency, or making an assignment for the benefit of your creditors; or
(g) for any other reason for which I determine, at my sole discretion, that I cannot or should not fulfill the Order.

In any case, if this Agreement is terminated before the expiration of its natural term, you hereby agree to pay any and all applicable Fees for Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by me that are related to the rendering of Services prior to the date of termination.

Any termination under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or applicable law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement that is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.

13. Medical Mandates or Restrictions

Under no circumstances shall you mandate, enforce, or compel me or any of my employees or representatives to (i) divulge or present any personal medical information, medical passports, or vaccine permits, (ii) receive any forced injections or other specific medical treatments, or (iii) participate in any medical experiments (collectively “Medical Mandates”) for me to provide any Services to you. In addition, under no circumstances shall you mandate or enforce me or any of my employees or representatives to (i) undergo any medical exams or tests (including but not limited to temperature checks, blood tests, urine tests, nasal or throat swabs, or other tests), or (ii) wear any unnecessary protective clothing or equipment (such as face masks or coverings) (collectively “Medical Restrictions”) for me to provide any Services to you.

Medical Restrictions shall not be construed to include any commonsense advice or requests, such as advising or requesting person(s) refrain from physically visiting a Service Location or attending a Makeup Session if they are or have knowingly been around others exhibiting symptoms of contagious illness.

13.1. Service Location Restrictions

I will not provide any Services on-site or in-person at any Service Location where Medical Mandates or Medical Restrictions are actively enforced by (i) you, (ii) any local or state governments, or (iii) the owner or operator of any Service Location, for any reason. If I encounter any such restrictions at any on-site or in-person Service Location, I will enact the Force Majeure clause (defined in Section 19.7) of this Agreement immediately and Services will not be rendered until such restrictions are lifted or another Service Location is found. If another Service Location cannot be found, I may terminate the applicable Order without any liability to you or any third party.

13.2. Participant Restrictions

I also reserve the right to, at my sole and absolute discretion, not render any Services to Participants that are exhibiting any signs or symptoms of viral, bacterial, parasitic, or other potentially contagious illness (including without limitation, coughing, sneezing, sweating, vomiting, diarrhea, rash, conjunctivitis, cold sores, lice, and fleas) without any liability to you or any third party. This is for my safety and the safety of the Participants.

13.3. Your Liability for Enforcing Medical Mandates or Restrictions

Since, (a) demanding any individuals, employees or representatives divulge their personal medical information, which invades their protected right to privacy and discriminates against them based on their perceived medical status, in contravention of the Americans with Disabilities Act (42 USC §12112(a)); and (b) forced injections without informed consent, in accord with the internationally agreed legal requirement established in the Nuremberg Code of 1947 (https://www.cirp.org/library/ethics/nuremberg/) constitutes a form of battery under U.S. federal and state law, if myself or any of my employees or representatives comply with any Medical Mandates or Medical Restrictions implemented and enforced by you and suffer death or personal injury as a result, you will be held liable under federal and state laws, including HIPAA, FMLA, and any applicable state tort law principles, including torts prohibiting and proscribing invasions of privacy and battery regardless of the status of any Agreements you have entered into with me. These provisions shall override and shall apply in preference to any terms and conditions to the contrary set by you or any of your representatives involved with the Services I provide to you hereunder.

14. Intellectual Property

All right, title, interest, patents, copyrights, trademarks, trade secrets, and other intellectual property rights (“Proprietary Rights”) in and to the Services, including any and all discoveries, inventions, improvements, know-how, enhancements, processes, procedures, compositions, structures, sequences, methods, techniques, developments, and other works of authorship (collectively “Inventions”) whether patentable or not, which I, alone or with others, either have curated, developed or will develop in connection with providing you the Services under this Agreement, shall remain with me and my respective licensors. You hereby acknowledge and understand that you have no Proprietary Rights in respect to any aspect of the Services under this Agreement.

14.1. Copyright Protected Specifications

You are solely responsible for any and all Specifications containing content that is the intellectual property of a third-party and protected by U.S. copyright law (“Copyright Protected Specifications”). By providing or requesting Copyright Protected Specifications, you hereby acknowledge and affirm to me that you have obtained the proper licensing and usage rights from the copyright holder(s), as required under U.S. copyright law, for either commercial or personal use (as the case may be).

14.2. Use of Images

Unless otherwise noted, I may post on my digital platforms and use in any digital or print marketing materials (collectively “Marketing Materials”), any and all photographs, video, audio and any other digitally or chemically stored media (collectively “Media”), that either myself or my representatives or agents capture or record on my behalf. You and your Participants hereby agree to release any and all claims regarding use of their image or likeness in any such Media for use in my Marketing Materials.

(a) Photographer/Videographer Release

You also agree to provide me with the name and contact information of any professional photographers/videographers you have retained and to authorize them to release to me any such Media they have captured or recorded of your event for use in my Marketing Materials.

15. Indemnification

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY AGREE TO IDEMNIFY, DEFEND, AND HOLD HARMLESS MYSELF AND MY EMPLOYEES, REPRESENATIVES, OR AGENTS AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIBALITITES, COSTS, DEMANDS, PROCEDDINGS, JUDGMENTS, FINES, AWARDS, AND EXPENSES OF ANY KIND (INCLUDING WITHOUT LIMITATION LEGAL FEES AND COSTS) (COLLECTIVELY “CLAIMS”) INCURRED AS A RESULT OF OR RELATED TO: (I) ANY BREACH OF THESE TERMS; (II) ANY ACCESS TO, USE OF, OR ALLEGED USE OF THE SERVICES OR ANY INABILITY TO ACCESS OR USE THE SERVICES, INCLUDING WITHOUT LIMITATION INTERRUPTIONS, CESSATION OR MODIFICATIONS; (III) ANY VIOLATIONS OF LAW OR REGULATIONS; (IV) ANY CLAIMS BY, ON BEHALF OF, OR AGAINST YOU; (V) ANY VIOLATION OF A THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION, INTELLECTUAL PROPERTY, PUBLICITY, CONFIDENTIALITY, OR PRIVACY RIGHTS; AND (VI) ANY OTHER OPERATIONS, TRANSACTIONS OR MATTERS ASSOCIATED WITH THE SERVICES, THIS AGREEMENT, OR RELATIONSHIP BETWEEN ME AND YOU.

16. Limitation of Liability

To the fullest extent permitted by law, you hereby release me and my employees, representatives, or agents from all liability associated with your use of the Services. In no event shall I be liable to you, your representatives, or any other third party for any damages of any kind under any theory of liability whether based on warranty, contract, tort (including negligence), statute, or any other legal or equitable theory arising out of or related to the Services or this Agreement, including, but not limited to, (a) any direct, indirect, incidental, special, exemplary, punitive, consequential, or nominal damages; (b) any personal injury, pain and suffering, emotional distress, or clinical outcomes, including without limitation skin irritations and allergic reactions; (c) any loss of profits, revenue, use, goodwill, or other intangible losses; (d) any losses related to any aspect of the Services, including without limitation any use, interruption, cessation or modification thereof; (e) any losses related to unavailability, degradation, loss, corruption, theft, alteration, unauthorized access, or alteration; (f) any outer conduct or content of any third-party, including without limitation defamatory, offensive, or unlawful conduct or content; (g) any breach of contract or performance obligations; or (h) any other causes whether or not I have been informed or could foresee of the possibility of such loss or damage.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

17. Disclaimers

EXECPT FOR THE PROVISIONS BY STATED IN SECTION 10.1 OF THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, I MAKE NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. I ALSO DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ME SHALL CREATE ANY WARRANTY. I MAKE NO WARRANTY OR REPRESENTATION THAT THE SERVICES WILL: (I) BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE; (II) BE COMPLETE, INTACT, WITHOUT DEFECT, OR UNDAMAGED; (III) MEET YOUR REQUIREMENTS, GOALS, OR EXPECTATIONS; (IV) BE FULLY COMPLIANT WITH ANY REGULATIONS; (V) BE SANITARY, GERM-FREE, OR HYPOALLERGENIC; OR (VI) BE FREE FROM ANY OTHER HARMFUL COMPONENTS.

17.1. Third Parties

I am not responsible for and shall not have any liability to you for the actions or practices of any third-party under any circumstances. Each third-party is a completely independent entity and they are solely responsible for their actions, practices, goods, and/or services.

17.2. Exceptions

Under certain circumstances, some jurisdictions do not permit the disclaimers in this section, so they may not apply. However, the disclaimers shall apply to the maximum extent permitted by applicable law. You may have other statutory rights, and nothing herein affects your statutory rights or rights under mandatory laws. The duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by applicable law.

18. Dispute Resolution

You and I hereby understand and agree that in the event a dispute arises under this Agreement, the following procedures shall be utilized to resolve the dispute(s). IN ADDITION, EACH PARTY HEREBY UNDERSTANDS AND AGREES THEY ARE WAIVING THEIR RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18.1. Collection Disputes

I reserve the right to utilize the services of a collection agency or attorney to resolve any Collection Dispute (as detailed in Section 5.6) and to recover any Fees owed, plus interest. I expressly reserve the right to pursue any and all available legal or equitable remedies to recover amounts owed to me under this Agreement.

18.2. Informal Resolution

With the exception of the rights reserved and procedures set forth in this Agreement concerning Collection Disputes, in the event of any dispute, controversy or claim arising under or in connection with the Services, an Order, or this Agreement (including disputes as to the creation, validity, interpretation, breach, or termination) (collectively a “Dispute”), the Parties agree to make a good faith effort to amicably resolve any such disputes informally by providing a written notice describing the Dispute to the offending Party, before commencing any legal proceedings. The Party receiving such notice will have thirty (30) days upon receipt of the first notice to acknowledge any such Dispute. Upon such acknowledgement, the Parties shall meet and endeavor to respectfully resolve the Dispute.

No Party may initiate formal proceedings (excluding those for injunctive or equitable relief) until the earlier of (i) a conclusion by either Party in writing to the other Party that in good faith an amicable resolution through continued negotiation of the matter does not appear likely; or (ii) thirty (30) days after the initial written request to negotiate the Dispute if not acknowledged by the receiving Party within that timeframe. All negotiations between the Parties regarding any Dispute shall be confidential.

(a) Time for Filing

Any claims must be commenced within three (3) months after the date the Party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the Dispute. If applicable law prohibits a three (3) month limitation period for asserting claims, any claim must be asserted within the shortest time frame permitted by applicable law.

18.3. Legal Fees

In the event formal proceedings are initiated in connection with a Dispute, each Party hereby acknowledges and understands that they will be individually responsible for their respective legal fees and costs, if any. This includes, without limitation, attorney’s fees, and court costs. However, if either Party prevails on a claim, the prevailing Party will be entitled to receive reimbursement for their reasonable attorneys’ fees, expert witness fees and other out-of-pocket costs incurred in connection with such proceedings, in addition to any other relief it may be awarded.

18.4. Waiver of Class Actions

Both Parties agree that each Party may only resolve disputes on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action including without limitation federal or state class actions or arbitrations. Further, unless both the Parties agree otherwise, the judge or arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

18.5. Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT.

19. General Provisions

19.1. Language

All communications made, or notices given pursuant to these Terms shall be in the English language.

19.2. Headings

Headings are for convenience only and shall not be construed to limit or otherwise affect these Terms.

19.3. Counterparts

This Agreement may be executed in counterparts, all of which shall constitute a single agreement.

19.4. Public Announcement

Neither Party will make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the prior written approval of the other Party.

19.5. Governing Law

These Terms shall be governed in all respects by the laws of the State of South Carolina and any applicable United States federal law. Both Parties consent to the sole and exclusive jurisdiction under the state and federal courts within the State of South Carolina without respect to its conflicts of law principles. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.

19.6. Waiver, Severability and Assignment

My failure or delay to enforce any provision in these Terms is not a waiver of my right to do so later. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting my intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without my prior written consent, and any such attempt will be of no effect. I may delegate, transfer, or assign this Agreement or some or all my rights and obligations hereunder, at my sole discretion, to any purchaser of any aspect of my business or assets associated with the Services, with thirty (30) days prior written notice.

19.7. Events Beyond Our Control (Force Majeure)

Neither Party will be held liable to the other for any losses, damages, failures, or delays in performance due to their inability to perform their obligations under this Agreement, or failure to give notice of the same, due to any causes beyond their reasonable control (“Force Majeure”).

Force Majeure includes, but not limited to, (i) any acts of God; (ii) any law, order, regulation, direction, or request of any government, third-party or other regulating authority having or claiming to have jurisdiction over a Party, its subcontractors and/or its suppliers; (iii) any failure or delay of transportation; (iv) any civil disturbances, insurrections, riots, acts of war, or terrorism, (v) any crashes, fires, floods or other catastrophes including natural disasters; (vi) any strikes or labor disputes; (vii) any inability to access facilities or obtain necessary materials; (viii) any equipment failures; and (ix) any utility (water, electric, gas, etc.) or network (phone, internet, TV) interruptions, failures or shortages.

19.8. Void Where Prohibited

I provide Services from my location in Goose Creek, South Carolina USA to you who are legally and physically established in the United States. Not all information, content, or features discussed, referenced, provided, or offered through the Services are available or appropriate for use outside of the United States. I reserve the right to, in my sole discretion, limit the provisioning of Services to any individual, business, organization or geographic area. Any Services either proposed, provided, facilitated, administered, or delivered, either entirely or partially by me is void where prohibited.

19.9. Third-Party Beneficiary Rights

This Agreement creates no third-party beneficiary rights, and no third-party shall have any right or standing to claim benefit or bring an action to enforce this Agreement.

19.10. Entire Agreement

These Terms, together with the Website Usage Terms, Privacy Policy, and the appliable Order constitute the entire agreement between me and you regarding this subject matter and supersedes and replaces any other prior or contemporaneous agreements, or understandings, whether written or oral. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty, or representation except those expressly set out by these Terms.

20. Contact Information

I have tried to make this Agreement fair and straightforward, but feel free to contact me if you have any questions or suggestions regarding this Agreement using the information provided herein.