Terms and Condition of Sale

  1. Decorating Details Terms and Conditions Control the Agreement.
    1. These terms and conditions are incorporated into and made a part of the agreement for any purchase of Services and Goods, as defined herein, which may include, without limitation, a quote, proposal, drawing, invoice and/or any related or incorporated documents (collectively the “Agreement”) as provided by Decorating Details LLC, its subsidiaries, and any of its affiliates (collectively, “Decorating Details”).
    2. The Agreement expressly limits Client’s acceptance to these terms and conditions. Client may reject the Agreement by not ordering, purchasing, or receiving any Goods or Services. The Agreement does not constitute an acceptance by Decorating Details of any offer or counteroffer of Client, and Decorating Details hereby rejects any additional, different, or inconsistent terms, conditions or limitations contained in or incorporated by reference in any forms, purchase orders, or other documents of Client that already have been or hereafter may be presented to Decorating Details with respect to the Agreement.
    3. If Client has submitted or will submit additional and/or different terms and conditions to Decorating Details, or submit a counteroffer to Decorating Details, Decorating Details’ subsequent performance will not be construed as either acceptance of Client’s additional and/or different terms and conditions or Client’s counteroffer, nor will Decorating Details’ subsequent performance be viewed as willingness to accept any provisions of the Uniform Commercial Code, as adopted by any State or Commonwealth, that is contrary or in addition to any of the terms and conditions hereof.
    4. Any change to the agreed-to Agreement will be described in a written Change Order prepared by to be delivered. This Agreement is effective as of the date of purchase of Services.
    5. No Amendment shall be effective unless jointly agreed to in writing by Decorating Details and Client.
    6. Decorating Details is an independent contractor and is not an employee or agent of the Client. This Agreement shall not be deemed or construed to create a partnership, a joint venture, an
      employer/employee relationship or a principal/agent relationship between the parties hereto.
    7. Due to the unpredictable nature of the Services and Goods, and Ordersshipping, nothing in this Agreement shall obligate Decorating Details to abide by any firm start or end dates to any project.
  2. Services and Goods.
    1. The services include the installation of blinds, shades, shutters, draperies, or roller shades and related services (the “Services”).
    2. The goods include the products referenced on any relevant quote, proposal, or invoice (“Goods”) Client purchase of Goods includes ownership and assumption of responsibility after delivery and installation.
    3. Client acknowledges that Goods are custom and not eligible for cancellation, exchange, return or refund.
  3. Installation Materials.
    1. The information contained in this Agreement is presented as an estimate. All products for this estimate are figured at mid-range price unless otherwise stated.
    2. Should extraordinary conditions occur during installation, cost for time and materials will be presented to the customer to determine the amount and extent of work to be completed to rectify the unforeseen.
    3. Due to current market conditions, material prices presented on the estimate are valid for 30 days from the date on the estimate as submitted. This bid is not considered accepted until a contract has been signed and the Client pays the agreed-upon deposit.
    4. Client purchase of Goods includes ownership and assumption of responsibility after delivery and, if relevant, installation. The Goods include products such as blinds, shades, shutters, draperies, or roller shades, or any other product that is listed on invoices or price sheets.
  4. Prices.
    1. Unless otherwise agreed to by Decorating Details in writing, Decorating Details’ prices for the Goods and Services will be the price as stated at the time of purchase or in the Agreement (the “Fee”). If such display or document fails to contain a listed Fee, then Decorating Details’ standard prices for such Goods and Services as of the date hereof shall be used in calculating the amount owed by Client; provided, however, that Decorating Details may change the price for the Goods and Services in accordance with any change to its standard pricing for such Goods and Services prior to the date of shipment of goods and/or performance of services.
    2. The prices for any and all Services shall be confidential, and Client shall not disclose such prices to any unrelated third party. Client shall further hold confidential and not disclose any information relating to the pricing of Services offered by Decorating Details, regardless of whether or not such prices are ultimately applied to, included in, or referenced in the Fee. Decorating Details and Client acknowledge and agree that money damages for any and all breaches of Client’s obligation not to disclose the Fee or price of any other Services is both incalculable and insufficient and that any such breach would irreparably harm Decorating Details. Therefore, in the event of an actual or prospective breach of the obligation of Client not to disclose the Fee or prices of any other Services, Decorating Details shall be entitled to a permanent and/or a preliminary injunction to prevent or remedy such breach and shall have the right to specific enforcement of this Agreement against Client in addition to any other remedies to which Decorating Details may be entitled at law or in equity.
  5. Specifications.
    1. Any departure from the agreed-upon Services will require and willjoint agreement in writing by Decorating Details and Client and may entail additional charges.
    2. Unless Decorating Details has expressly agreed otherwise in writing, it is Client’s responsibility to ensure that the Services provided are the ones that Client has requested and are correct in all regards. DECORATING DETAILS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT GOODS AND SERVICES CONFORM TO ANY SPECIFICATIONS, DRAWINGS, DESIGNS, OR SAMPLES RELIED UPON BY CLIENT.
    3. Decorating Details does not guarantee that product details in images are 100% accurate representations of the sizes, materials and the exact hue and tint of color depicted on drawings or specifications.
    4. Decorating Details does not guarantee treatments or any other structures to be precisely plum, level, or strait, unless agreed in writing.
    5. In the event of a typographical error relating to price or other contractual term described by Decorating Details in the Agreement, Decorating Details reserves the right to refuse to perform for the price in error and/or honor such erroneously stated contract terms.
  6. Delivery of Goods; Performance of Services.
    1. Shipment of all Goods shall be made F.O.B. point of shipment. Client shall bear the risk of loss and damage to Goods after delivery to the point of shipment
    2. Any shipping dates for Goods or performance dates for Services given in advance of actual shipment of Goods or performance of Services are Decorating Details’ best estimates for informational purposes only, and deliveries of Goods and performance of Services will be made subject to prior orders on file with Decorating Details. Unless otherwise agreed to by Decorating Details in writing, Decorating Details may, in its sole discretion, use any commercial carriers for shipment of the Goods. Decorating Details will use its reasonable efforts to comply with Client’s requests as to method and route of transportation, but Decorating Details reserves the right to use an alternate method or route of transportation, whether or not at a higher rate.
    3. If Client is unable to receive the Goods when they are tendered, Client will be liable to Decorating Details for any losses, damages, or additional expenses incurred or suffered by Decorating Details as a result of Client’s inability to receive the Goods.
    4. Client will immediately inspect all Goods upon its receipt of them and will be deemed to accept the Goods upon receipt. Any claims for shortages or discrepancies will be waived by Client unless made in writing to Decorating Details within five days of receipt of the Goods.
    5. Decorating Details may cancel in whole or in part any order for Goods or Services under the Agreement at any time.
    6. Until Client has fully and finally paid all amounts owed to Decorating Details for any Goods, Client shall hold such Goods in trust for Decorating Details, and Decorating Details may repossess them if Client fails to pay for them in a timely fashion.
  7. Payment.
    1. All payments for Goods and Services must be made in United States currency unless specified in writing by Decorating Details. Payments for Goods and Services will be made by such means as Decorating Details may specify, such as by cash, check, credit card or bank transfer provided that Decorating Details may refuse, in its sole discretion, payment by any means.
    2. Decorating Details shall have the right to offset any and all amounts due and owing from Decorating Details to Client under this Agreement, including, without limitation, any chargebacks or rebates, against any amounts due and owing from Client to Decorating Details under this Agreement.
    3. Session (s), at the time or delivers other Goods and Services contained in the Agreement. order or by signing the Proposal.
    4. The remainder of the Fee shall be paid in immediately available funds upon the commencement of the Goods delivered and Services performed.
    5. Payment of the full Fee is due and payable regardless of whether Client accepts the Goods and Services.
    6. All Fees not paid when due shall bear interest at the rate of eighteen percent (18%) per annum or the maximum rate allowed by law, whichever is higher. Additionally, the Client shall be responsible for any and all fees and costs (including attorney’s fees) related to collection efforts incurred by Decorating Details.
    7. Down-payment of half of the amount of the Fee is due and payable upon signing the Agreement, regardless of how payments are made. In the case of default, Client will be liable for all collection costs incurred by Decorating Details including, without limitation, attorneys’ and collection agency fees, and all related disbursements.
    8. Past due amounts are each subject to service charges of one and a half percent (1 ½%) per month or the maximum percentage rate permitted by law, whichever is higher.
    9. All Fees paid are non-refundable.
  8. Taxes and Third-Party Fees.
    1. The purchase price of the Goods and Services does not include taxes. The Client is responsible for payment of any transportation taxes, and any present or future sales, use, excise, import or any similar tax or other governmental charge applicable to the Agreement and pursuant to or in connection with the sale, purchase, processing, shipping, delivery, storage, use, consumption, performance or transportation of the Goods and Services.
    2. The Client is responsible for any applicable third-party fee, including, without limitation, credit card fees.
  9. Termination.
    1. Decorating Details may terminate the Agreement at any time for any reason, upon written notice if Client
    2. Client forfeits the right to terminate or cancel the Agreement for any reason, upon sole discretion of Decorating Details.
  10. Cancellation.
    1. Client may not cancel its order for Goods or.
    2. Client may cancel a scheduled appointment(s), or other individually scheduled Services with Decorating Details, but only if with twenty-four (24) hours advance oral or written notice is provided by
    3. Cancellations made in violation of the above twenty-four (24) hour advance notice requirement shall result in the forfeiture of the appointment, or other Service, and Client shall be fully bound and obligated to pay the agreed-upon contract price for such Service.
  11. DISCLAIMER OF WARRANTIES.
    1. DECORATING DETAILS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE SUITABILITY AND CONFORMANCE OF THE GOODS AND SERVICES.
    2. DECORATING DETAILS WARRANTS THAT THE SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER.
    3. DECORATING DETAILS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, WHETHER ARISING BY CONTRACT LAW OR IN EQUITY, WITH  RESPECT TO THE GOODS AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, ANY WARRANY AGAINST DEFECTS IN DESIGN, MATERIALS AND WORKMANSHIP, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS, ANY WARRANTY AGAINST REDHIBITORY DEFECTS, ANY WARRANTY OF GOOD TITLE, AND ANY WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY PATENTS, TRADEMARKS, OR COPYRIGHTS.. DECORATING DETAILS EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    4. GOODS DELIVERED ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND.
  12. Limitation of Remedies.
    1. Decorating Details is not liable for any damages.
    2. If Client has a claim or issue relating to the Goods and Services of the Agreement, such claim or issue willmust be disclosed by written notice to the other party within thirty (30) days of known, whichever is later. If any claim or issue is not disclosed to the other party within the timeframe stated above, then such claim or issue shall be deemed unenforceable and all rights to a remedy shall be totally forfeited.
    3. The Client’s EXCLUSIVE remedy against Decorating Details for any claim for, or arising out of, any defect in a Good tendered to refund of the Fee amount, pursuant to Section8 of this AgreementClient is at Decorating Details’ sole election.
    4. These remedies only will only be available to the Client for one year after the Good is tendered or Service is provided to the Client, and Decorating Details’ obligations under this Section will be void unless Client provides Decorating Details with notice of the defect in the Good or Service within 30 days of discovery of the defect.
    5. Any Good returned to Decorating Details for replacement under this Section will be returned by the Client in accordance with Decorating Details’ return material authorization procedures then in effect. Returns for a refund may be subject to restocking fees.
  13. Limitation of Liability.
    1. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT WILL:
      1. DECORATING DETAILS BE LIABLE TO CLIENT FOR ANY CIRCUMSTANTIAL,
        CONSEQUENTIAL, CONTINGENT, EXEMPLARY, INCIDENTAL, INDIRECT, LIQUIDATED, MATERIAL, PUNITIVE, SPECIAL, SPECULATIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES OR COURT COSTS ARISING IN ANY MANNER
        PURSUANT TO OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES (EVEN IF DECORATING DETAILS IS MADE AWARE OF THE POTENTIAL FOR SUCH DAMAGES), OR DAMAGES FOR COST OF REPLACEMENT GOODS; OR
      2. DECORATING DETAILS’ TOTAL LIABILITY RELATED TO ANY GOODS OR SERVICE EXCEED THE PURCHASE PRICE OF SUCH GOODS OR SERVICE.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DECORATING DETAILS DISCLAIMS ALL LIABILITY RELATED TO AND EMERGING FROM PERSONAL INJURY TO THE CLIENT, WHETHER IN THE FORM OF STRESS, EMOTIONAL DISTRESS, ANXIETY, OR ANY OTHER TYPE OF INJURY, AND WHETHER INCURRED DIRECTLY OR INDIRECTLY FROM THE SERVICES OFFERED IN THE AGREEMENT.
    3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DECORATING DETAILS DISCLAIMS ALL LIABILITY RELATED TO AND EMERGING FROM ANY NEGLECT OR WRONGDOING OF ANY OFFICER, AGENT, EMPLOYEE OR OTHER AFFILIATE OF DECORATING DETAILS.
  14. Indemnification.
    Client will indemnify, defend and hold harmless Decorating Details, its members, officers, directors, employees, agents and representatives from and against all losses, damages, liabilities, costs, and expenses including, without limitation, property damage, loss of profits or revenue, loss of use of any property, cost of capital, cost of purchased or replacement power or temporary equipment, personal or bodily injury, or death (“Losses”), that may arise pursuant to or in connection with the Agreement or the Goods and Services, regardless of whether such Losses are suffered directly by Client or arise pursuant to or in connection with a third-party suit, claim, counterclaim, demand, judgment or other action (each a “Claim”) and regardless of whether or not Decorating Details or any third-party is proportionately negligent with respect to such Losses and/or Claim, provided that Client need not indemnify Decorating Details for Decorating Details’ obligation, if any, to Client under the remedies described herein. For the avoidance of doubt and without limitation, this indemnification obligation requires Client to pay any judgments against Decorating Details or any other indemnified party resulting from any Claim, any court costs of Decorating Details or any other indemnified party in connection with any Claim, and any reasonable attorneys’ fees and disbursements incurred by Decorating Details or any other indemnified party in Decorating Details’ defense of any Claim. Decorating Details will have the sole and exclusive right to conduct the defense of any Claim at Client’s sole and exclusive cost and expense. Client’s indemnification obligation does not depend on the truth or accuracy of any allegations made against Decorating Details, Client or any third party. 
  15. Client’s Obligations. 
    1. The Client must provide unobstructed access to the site of Services and shall ensure that the building or structure involved is suitable and of sound construction and condition
    2. For the safety of Decorating Details, its work crews, and subcontractors, the Client is required to keep children and pets out of the work area installation. In At the event that Buyer has approved work containing errors or omissions, Buyer shall The Client shall pay for all required State, County, and Municipal permits, and inspection fees. request of Decorating Details
    3. The Client must proof of ownership of the building in which the work is to take place upon request. 
  16. Decorating Details’ Obligations. 
    1. Decorating Details will produce work of good quality that is bothand reliable and attractive. b. Decorating Details shall, upon substantial commencement, select subcontractors and suppliers necessary for the terms of the Agreement.
    2. Decorating Details is required to move the Services along diligently toward substantial completion and deliver the Goods ordered and purchased.
    3. Decorating Details will make a skilled and conscientious effort to achieve a responsible match when required.
    4. Decorating Details is not responsible for defect or failure of materials that the owner provides for use in the described job. The owner is responsible for extra labor costs arising from problems with the material, including delay in delivery to the job site.
  17. Insurance. 
    1. One year after the last date of delivery of Goods and Services performed under the Agreement, Client shall, at its own expense, maintain and carry insurance, in full force and effect that includes, but is not limited to, commercial general liability, and other applicable liability policies, each in a sum no less than $31 Million per occurrence with financially sound and reputable insurers. Upon Decorating Details’ request, Client shall provide Decorating Details with certificates of insurance from Client’s insurer(s) evidencing the insurance coverage specified. The certificates of insurance shall name Decorating Details as an additional insured. Client shall provide Decorating Details with 60 days’ advance written notice in the event of a cancellation or material change in any Client’s insurance policy. The Parties shall assess and adjust insurance needs and requirements every 6 months or as frequently as the Parties agree.
  18. Photography. 
    1. Client grants Decorating Details permission to take photographs during construction and authorizes Decorating Details and its assigns and transferees to use and to copyright Client’s likeness and that of Client’s property in print and/or electronically in a photograph, video, or other digital media (“Photos”) in any and all of its publications, illustrations, and advertising, including social media and other web-based publications. Client understands and agrees that all Photos will become the property of Decorating Details and may not be returned. Client irrevocably authorizes Decorating Details to edit, alter, copy, exhibit, publish, or distribute these Photos for any lawful purpose for which Client waives any right to inspect or approve the publication wherein Client’s likeness appears. Client understands that no payment, royalty, fee or other compensation shall become payable to Client by use of the Photos. Client affirms the consent of parent or guardian if necessary.
  19. Lien Rights.
    Decorating Details has the right to file a claim against the Client’s property should the owner fail to pay according to this Agreement pursuant to Title 49 of Pennsylvania Statutes, Chapter 6, known as the Mechanic’s Lien Law of 1963. Decorating Details reserves without limitation all rights available under that law. The failure of Decorating Details to immediately exercise this right shall in no circumstances be deemed a waiver of such right. The Clients agree to pay all legal and attorney costs and fees associated with collecting payment under this Agreement.
  20. Product Suitability.
    Goods sold by Decorating Details are designed to meet stated U.S. safety standards and regulations. Because local safety standards and regulations may vary significantly, Decorating Details cannot guarantee that the Goods meet all applicable requirements in each locality. BuyerClient assumes responsibility for compliance with such safety standards and regulations in the localities in which the Goods will be shipped, delivered, and used. Before purchase and use of any Goods, BuyerClient should review the national and local codes and regulations and verify that the use of the Goods will comply with them.
  21. Laws. 
    Client hereby warrants and represents that it will comply with any and all Laws with respect to the purchase, use, and operation of any and all Goods and Services. For purposes hereof, “Laws” means any national, federal, state, municipal, local (or other political subdivision) or administrative laws, constitutions, statutes, codes, ordinances, rules, regulations, requirements, standards, policies, or guidance having the force of law, treaties, judgments or orders of any kind or nature whatsoever, including, without limitation, any judgment or principle of common law.
  22. Interpretation of the Agreement.
    1. None of Decorating Details’ or Client’s members, officers, partners, managers, employees, agents or representatives have any authority to orally modify or alter in any way the terms and conditions of the Agreement. The terms, conditions, and limitations set forth in the Agreement can be modified, altered, or added to only by a subsequent written instrument signed by an authorized representative of Decorating Details and Client or by language included on the Scope of Services.Proposal. Regardless of how many times Client purchases, or has purchased, Services from Decorating Details by whatever means, each time Client accepts the Agreement, Client and Decorating Details enter into a separate agreement that
      will be interpreted without reference to any other agreement between Client and Decorating Details, or what Client may claim to be a course of dealing or course of performance that has arisen between Client and Decorating Details. No inconsistent usage of trade or industry custom, if any, prior to, contemporaneous with or subsequent to the making of the Agreement will waive, vary, serve to explain, or serve to interpret any of the terms, conditions, and limitations of the Agreement.
    2. The Agreement is the sole and exclusive agreement with respect to the matters discussed herein and the provision of Goods and Services hereunder, (except for any contemporaneous writing agreed to in writing both by Decorating Details and Client expressly modifying the terms and conditions hereof, which is hereby incorporated herein by reference and made a part hereof) and supersedes all prior and contemporaneous agreements and understandings, negotiations, inducements, representations or conditions, whether oral or written, whether express or implied, with respect to such matters.
    3. Failure by Decorating Details to enforce any of the terms, conditions and limitations of the Agreement will not constitute a waiver of those terms, conditions and limitations or a waiver of any other terms, conditions or limitations of the Agreement, and the failure of Decorating Details to exercise any right (whether provided by the Agreement, law, equity, or otherwise) arising from Client’s default under the Agreement will not constitute a waiver of that right or any other rights.
  23. Force Majeure.
    1. Decorating Details 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
      (including, without limitation, the failure to deliver Goods or perform any services) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Decorating Details including, without limitation, the Client’s delay in providing necessary information or approvals to Decorating Details, failure of the Client to timely make payments or decisions, difficulty obtaining required building permits or other government approvals necessary for the Services, failure in performance by subcontractors that Decorating Details could not have reasonably foreseen or provided against, loss of key employees or subcontractors due to injury or other reasons Decorating Details could not have foreseen or provided against, difficulty due to economic or other conditions in hiring replacement for lost personnel adequately skilled to perform to Decorating Details’ standards, 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), severe personal illness, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage (each a “Force Majeure Event”).
    2. If any Force Majeure Event prevents Decorating Details from performance of any of its obligations under the Agreement, Decorating Details will have the right to:
      1. change, terminate or cancel the Agreement, or
      2. omit during the period of the Force Majeure Event all or any portion of the Services due to be delivered or performed during that period. If Decorating Details is unable to supply the total demands for any Goods to be delivered or Services to be performed under the Agreement due to a Force Majeure Event, Decorating Details will have the right to allocate its available Goods or Services among its customers in whatever manner Decorating Details deems to be fair and equitable. In no event will Decorating Details be obligated to purchase services or materials from other than its regular sources of supply in order to enable it to supply Services to Client under the Agreement. No change, cancellation or proration by Decorating Details will be deemed to be a breach of any clause, provision, term, condition, or covenant of the Agreement.
  24. Electronic Consent.
    Client acknowledges that Client’s electronic submissions constitute Client’s agreement and intent to be bound by the Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including, without limitation, the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”), the Pennsylvania Electronic Transactions Act, or other similar statutes, CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED WITH DECORATING DETAILS. Further, Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. Client may obtain a copy of the Agreement and these Terms and Conditions of Sale by printing them now at no additional cost to Client or by contacting Decorating Details.
  25. Non-Disparagement.
    Decorating Details and Client agree that neither shall directly or indirectly, make or cause to be made any disparaging, denigrating, derogatory or negative, misleading or false statement orally or in writing to any person, including clients or prospective clients, competitors and advisors to the Client, its Affiliates or members of the investment community or press, about (i) the other party, its Affiliates or their respective officers, directors, stockholders, managers, members, partners, employees or agents; or (ii) the business strategy or plans, policies, practices or operations of the other party or any of its Affiliates. Client agrees that Decorating Details may make mention that Decorating Details provides the Goods and Services to Client on Decorating Details’ website, in brochures, and other promotional materials.
  26. Choice of Law.
    The Agreement and all related displays or documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, United States of America (including its statutes of limitations), 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 Commonwealth of Pennsylvania.
  27. Mediation.
    Decorating Details and Client will attempt to resolve any dispute in connection with this Agreement on an amicable basis through prompt, good faith discussions and non-binding mediation.
  28. Arbitration.
    Any dispute that cannot be resolved by Decorating Details and Client will be determined by final and binding arbitration in Pittsburgh, Pennsylvania, before a sole arbitrator who will award attorneys’ fees and other costs to the substantially prevailing party. JAMS will administer the arbitration. The arbitration award will be in writing and will specify the factual and legal bases for the award. Judgment on the award may be entered in any court having jurisdiction. Notwithstanding anything in this Agreement to the contrary, if either Decorating Details or Client initiates arbitration before mediation, that party will be responsible for the other party’s attorneys’ fees and costs of arbitration.
  29. Choice of Forum.
    In the case that mediation and arbitration prove insufficient for resolving a dispute, Decorating Details and Client irrevocably and unconditionally agree that neither party will commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to the Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US District Court for the Western District of Pennsylvania or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Pennsylvania sitting in Allegheny County, and any appellate court thereof. 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 the US District Court for the Western District of Pennsylvania or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of Pennsylvania sitting in Allegheny County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
  30. WAIVER OF JURY TRIAL.
    EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  31. 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 full. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
  32. Binding Authority.
    Any director, officer, employee, representative, or agent of Client signing or otherwise entering into this Agreement hereby represents and warrants that he or she is duly authorized to execute and enter into this Agreement on behalf of Client.