Terms Of Service

TERMS OF SERVICE

This Agreement (“Agreement”) is entered into by and between Creative Design Plus, part of the family of Gamut Group LLC (“Creative Design Plus”) and the purchaser of the service/s (“Client”) as detailed at https://thinkcreativeplus.com (“Website“). By clicking the ‘Purchase’ button, submitting payment, or otherwise accepting the Statement of Work (SOW), the Client agrees to the following terms and conditions.

1.Hierarchy

This Agreement contains the terms and conditions (the “Terms”) that govern the Services. In the event of a conflict between the SOW and these Terms, the SOW supersedes the Terms. The Client shall only provide access to the Services to authorized representatives who will be deemed to be acting on behalf of the Client. In the Terms, “the Client”, “you” and “your” will collectively refer to the Client and its authorized representatives. Creative Design Plus reserves the right to make non-material updates to this Agreement, at any time, which is available at the Website where any past versions of this Agreement will also be available.

2.Service Access

Upon receiving the required initial payment due as applicable under Section 3.1 (Payment Terms), Creative Design Plus will start working on the services as outlined in the agreed-upon SOW. These services may include but are not limited to branding, design, digital marketing, social media strategy, website development, content creation, and advertising solutions as described on the Website.

3.Fees & Payment Terms

3.1 Payment Terms

3.1.1 First Payment Due: For projects not exceeding one month in duration, a 30% down payment must be made prior to the initiation of work, with the remaining balance due upon completion of the services.

3.1.2 Monthly Payments: For projects exceeding one month in duration, monthly payments will be required, with the first payment due prior to project initiation.

3.1.3 Ad Budgets: Any ad budget must be pre-paid in full before services are rendered.

3.1.4 Discount Policy: Only one discount may be applied per SOW. The highest applicable discount will be applied.

3.2 Invoice Terms

Invoices are due upon receipt. Late payments (beyond 7 days) will incur a 5% penalty compounded monthly.

3.3 Billing Mistakes

If you believe that Creative Design Plus has billed you incorrectly, you must contact Creative Design Plus no later than thirty (30) days after receiving the service closed notification or invoice, in whichever the error or problem first appeared, in order to receive an adjustment. Inquiries should be directed to billing@thinkcreativeplus.com.

3.4 Payment Methods

For invoices under $1,000: Credit Card, Bank Transfer, or ACH are accepted.
For invoices over $1,000: Bank Transfer or ACH are required.
For Monthly Payments: Credit Card, Bank Transfer, or ACH are accepted.

3.5 Credit Card Payment Method

The following applies to Clients who choose to use a Credit Card as their payment method. Creative Design Plus has integrated with Stripe, a validated Level 1 PCI DSS Compliant Service Provider, for PCI Compliant storing of credit card information and processing of payments. Stripe may make a temporary $1 charge to credit cards added to your Creative Design Plus account. Any such charges are refunded after your credit card has been verified. The refund may take up to several business days depending on your bank or credit card service. Should you wish to use a Credit Card as a payment method, you hereby authorize Creative Design Plus to run, or have run, credit card authorizations on all credit cards provided by you, to store credit card details as your method of payment for Services, and to charge your credit card (or any other form of payment authorized by Creative Design Plus or mutually agreed to between you and Creative Design Plus).

3.6 Declined Payment and Failure to Pay

In the event a payment method is declined, the Client must promptly provide a new, valid payment method. Creative Design Plus reserves the right to suspend or terminate availment of services until the outstanding payment is resolved.

4.Termination

4.1 Either party may terminate the Agreement in writing with immediate effect where:

4.1.1 one party is in material breach of the Agreement (where the breach remains even after the party in breach has been given thirty (30) calendar days to cure after first receiving confirmed written notice of the breach);

4.1.2 the party not seeking termination is insolvent or undergoing liquidation proceedings; or

4.1.3 in accordance with Section 25 Force Majeure (each of 4.1.1, 4.1.2 and 4.1.3 a “Termination for Cause”).

4.2 Upon termination, the Client agrees to pay Creative Design Plus for all services rendered up to the termination date. No further payments will be due if the termination is for cause.

5.Refund Policy

If the Client terminates for cause , as outlined in Section 4.1, or exercises the right to opt out, where applicable, the Client will be entitled to a full refund of the payments made over the past 30 days, provided that the opt-out or cancellation right is exercised within 15 days of signing this agreement. Refunds will not be issued if the Client terminates the Agreement after the expiration of this 15-day period.

For any other reasons, the Client is not entitled to a refund.

6.Personal Information

To process the purchase, the Client must provide accurate personal information, including name, email address, billing address, and payment details. The Client agrees to allow Creative Design Plus to collect and store this information for lawful purposes related to this Agreement.

The Client is responsible for ensuring the accuracy and security of their provided information and must promptly notify Creative Design Plus of any changes. False, inaccurate, or fraudulent information may result in immediate termination of services.

7.Client Responsibilities

The Client agrees to provide Creative Design Plus with all relevant information and documentation required for the completion of the services. The Client also agrees to promptly notify Creative Design Plus of any changes that may impact the services being provided. Additionally, the Client is responsible for reviewing the work submitted by Creative Design Plus.

8.Completion of Services

Creative Design Plus reserves the right to mark a service as complete where feedback or confirmation of completion has not been received within seven (7) calendar days from delivery of any Service, either complete or incomplete. Furthermore, Creative Design Plus reserves the right to mark a service as complete if it is still ongoing thirty (30) days after the Client has received notice that the Service has commenced and has offered no feedback whatsoever to Creative Design Plus.

9. Service Quality

The Client is liable in full for the fee regardless of satisfaction with the end product. It is the Client’s responsibility to inquire for progress reports sufficiently frequently to evaluate progress.

10. Restrictions of Use

You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Creative Design Plus or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

11. Availability of Service and Support

Creative Design Plus will use commercially reasonable efforts to provide you the agreed upon Services. Creative Design Plus does not guarantee that any Service provided will remain functional or compatible after delivery. Creative Design Plus does not provide or guarantee any online hosting or support service on https://thinkcreativeplus.com, or any other third-party service, website or domain. It is your responsibility that any electronic or online delivery or Service provided by Creative Design Plus, as well as any account data, registration data, access data or any other data are copied and saved to your own location by yourself. Creative Design Plus will use commercially reasonable efforts to assist the Client with technical issues during Creative Design Plus’ business hours. If Client requires technical support, you should reach out to your Client Services Manager or Primary Point of Contact.

12. Confidentiality

12.1 You and Creative Design Plus (each a “Receiving Party”) understand that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Creative Design Plus includes non-public information regarding features, functionality and performance of the Service. Your Proprietary Information includes non-public data provided by you to Creative Design Plus to enable the provision of the Services (“Client Data”).

12.2 The Receiving Party agrees:

to take reasonable precautions to protect such Proprietary Information, and
not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third-party any such Proprietary Information.

12.3 The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document:

is or becomes generally available to the public, or
was in its possession or known by it prior to receipt from the Disclosing Party, or
was rightfully disclosed to it without restriction by a third-party, or
was independently developed without use of any Proprietary Information of the Disclosing Party.

12.4 The Receiving Party may make disclosures required by law, court order by a court of competent jurisdiction, or by any regulatory authority to which the Receiving Party is subject, provided the Receiving Party (to the extent permitted by law and reasonably practicable):

provides the Disclosing Party with reasonably prompt notice of such required disclosure prior to the Proprietary Information being disclosed;
uses reasonable best efforts to limit the disclosure of the Proprietary Information as much as practicably possible;
requests confidential treatment or a protective order related to the disclosure of the Proprietary Information; and
allows the Disclosing Party, subject to instructions from the Receiving Party, to participate in any proceeding related to any such involuntary disclosure.

12.5 In connection with review of obligations hereunder, or other legal or contractual matters, Creative Design Plus may retain one (1) archival copy of Client Data, which copy shall be used only by Creative Design Plus and third-parties, where an attorney-client relationship exists between Creative Design Plus and any such third-party. At Client’s request, Creative Design Plus’s Chief Legal Officer will provide a certificate attesting to compliance with the foregoing.

12.6 Notwithstanding anything to the contrary, Creative Design Plus shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and Creative Design Plus will be free (during and after the term hereof) to:

use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Creative Design Plus offerings, and
disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

13. Proprietary Rights

13.1 You shall own all right, title and interest in and to the Client Data, as well as any data, product, output and deliverable that is based on or derived from the Client Data and provided to you as part of the Services (collectively, “Work Product”), including:

all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”), and any and all intellectual property rights arising therefrom;
all Work Product shall constitute a “work made for hire” as such term is defined in 17 U.S.C. § 101, made solely for your benefit. Creative Design Plus agrees that you shall not be subject to any restrictions relating to Work Product under these Terms. Creative Design Plus hereby represents and warrants that as of the date the applicable Work Product is delivered to the Client, to its Knowledge (as defined below), such Work Product does not infringe or misappropriate the intellectual property rights of any third-party (the “IP Infringement Warranty”). As used herein, “Knowledge” means that Creative Design Plus actually knew or should have known of such infringement or misappropriation;
where Work Product (or any aspect thereof) does not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws, Creative Design Plus hereby irrevocably assigns, transfers, and conveys, free and clear of all liens and encumbrances, the entire right, title, and interest in and to all such proprietary rights it may hold in the Work Product therein to You, your successors, and assigns.

13.2 You agree to comply with all applicable import and export control laws and third-party Proprietary Rights.

13.3 Creative Design Plus has the right to, upon prior written approval from client in each instance, a limited, fully paid-up, royalty-free, non-transferable, non-assignable and non-sub-licensable, world-wide and non-exclusive license to use any of the Work Product solely in furtherance of its online and social media marketing efforts (the “License Back”). The License Back shall be limited to Work Product which you, your affiliates, directors, officers, employees, representatives, or agents have already published or made public and shall endure for a period equal to your rights, ownership, or license held in the underlying intellectual property in the Work Product.

13.4 Creative Design Plus shall own and retain all right, title and interest in and to the following (excluding any Client Data included therein):

the Services and Software, all improvements, enhancements or modifications thereto;
any software, applications, type fonts, know-how, processes, methodologies, inventions or other technology developed or used in connection with Services or support; and
all intellectual property rights related to the foregoing (i) and (ii).

14. Data Privacy and Security

14.1 Hosting and Processing. Unless otherwise specifically agreed to in writing by Creative Design Plus, Client Data may be hosted by Creative Design Plus or its affiliates, or their respective authorized third-party service providers, in the United States, the European Economic Area (“EEA”) or the United Kingdom.

14.2 Transfer of Personal Data. To the extent that Personal Data within the Client Data originates from a User in the EEA, as further described in the Data Protection Agreement (“DPA”), Creative Design Plus will ensure that, pursuant to applicable data protection laws, if personal data within Client Data is transferred to a country or territory outside of the EEA (a “non-EEA country”), then such transfer will only take place if: (i) the non-EEA country in question ensures an adequate level of data protection based on a decision by the European Commission; or (ii) one of the conditions listed in Article 46 or 49 GDPR (or its equivalent under any successor legislation) is satisfied; or (iii) the personal data is transferred on the basis of binding corporate rules.

15. Use of Third-Party Materials

Creative Design Plus may incorporate stock imagery, video, sound, and other digital assets (“Third-Party Materials”) into any Work Product. The Client is responsible for requesting and monitoring the exclusion of Third-Party Materials. Depending on what license(s) and/or usage(s) you may require, there may be an additional cost which will require your prior approval and payment. It is your responsibility to inform your project manager at the outset of any Project on what license(s) and or usage(s) you will require. Creative Design Plus shall bear no responsibility whatsoever should your initial intended use for any Work Product change and should the license(s) and/or usage(s) secured for you by Creative Design Plus be inadequate for your altered intended use of any Work Product. You warrant and represent that you own the intellectual property right(s), or possess the appropriate license(s) and/or usage(s), for any and all Third-Party Materials provided by you to Creative Design Plus and which are incorporated in any Work Product.

16. Indemnification

16.1 Each party agrees to indemnify, defend, and hold harmless the other party’s affiliates, directors, officers, employees, representatives, agents, or contractors from any direct losses, damages, or expenses (including reasonable attorneys’ fees) (“collectively, “Losses”) arising from or relating to any successful claim, suit, proceeding, demand, or action brought by a third-party (a “Third-Party Claim”) against either party for actions by it or its agents relating to:

failure to comply with any applicable law;
gross negligence;
wilful misconduct;
fraud or fraudulent misrepresentation; or
defamation.

You will further indemnify, defend, and hold harmless Creative Design Plus, its affiliates, directors, officers, employees, representatives, agents, and contractors (each a “Creative Design Plus Indemnified Party”) from any Losses arising from or relating to any Third-Party Claim against a Creative Design Plus Indemnified Party relating to actions by you or your affiliates, directors, officers, employees, representatives, agents, or contractors relating to:

use of the Services in violation of this Agreement;

any Client Data, any third-party materials as laid out in Section 23, or any other materials provided by Client; and
your violation of privacy rights, unfair competition, or infringement or allegations thereof of a registered patent, registered trademark, or copyright of a third-party.

Creative Design Plus will further indemnify, defend, and hold harmless the Client, its affiliates, directors, officers, employees, representatives, agents, and contractors (each a “Client Indemnified Party”) from any Losses arising from or relating to any Third-Party Claim against a Client Indemnified Party relating to actions by Creative Design Plus or its affiliates, directors, officers, employees, representatives, agents, or contractors relating to:

any breach of the IP Infringement Warranty (an “Infringement Claim”); and
any Infringement Claim related to your use of the Software.
Notwithstanding the foregoing, Creative Design Plus will have no obligation under this Section, or otherwise, with respect to any Infringement Claim to the extent it is based on:
any use of the Work Product not in accordance with this Agreement,
any use of the Work Product in combination with other materials, content or images not supplied by Creative Design Plus , unless the Infringement Claim would have arisen irrespective of such combination,
any modification to the Work Product made by a party other than Creative Design Plus ,
any Client Data or other materials or content provided by Client to Creative Design Plus , or
any part of the Work Product that was designed in accordance with, or in response to, instructions, feedback or input from Client.

16.2 THIS SECTION STATES Creative Design Plus’S ENTIRE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS.

16.3 The party seeking indemnification under this Section (the “Indemnified Party”)

will notify the other party (the “Indemnifying Party”) promptly in writing of any Claim for which it is seeking indemnification hereunder,
will give the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and
will cooperate with the Indemnifying Party, at the Indemnifying Party’s request and expense, in assisting with such defense.
may not settle any Claim without the Indemnified Party’s consent (which will not be unreasonably withheld, conditioned, or delayed) if such settlement requires the Indemnified Party to admit any liability.

16.4 Law permitting, these indemnifications are subject to the limitation of liability contained in the Terms.

17. Limitation of Liability

17.1 SUBJECT ONLY TO THE EXCEPTIONS CONTAINED IN SUBSECTION (D) OF THIS SECTION, NO PARTY OR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR CONTRACTORS, WILL BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR:

ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES — INCLUDING BUT NOT LIMITED TO ANY LOST BUSINESS OPPORTUNITY, REPUTATION, OR PROFITS — ARISING OUT OF THIS AGREEMENT (WHETHER BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY) OR ITS TERMINATION, AND IRRESPECTIVE OF WHETHER OR NOT THAT PARTY HAS BEEN ADVISED; OR
ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS.

17.2 THE LIABILITY OF EITHER PARTY FOR DAMAGES, OR ALLEGED DAMAGES, HEREUNDER FOR ANY AND ALL CLAIMS BY EITHER PARTY, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AGGREGATE AMOUNTS PAID BY YOU TO CREATIVE DESIGN PLUS PURSUANT TO THIS SOW IN THE 12 MONTHS PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY, GENERALLY, AND THREE TIMES (3X) THE AGGREGATE AMOUNTS PAID BY YOU TO Creative Design Plus PURSUANT TO THIS SOW IN THE 12 MONTHS PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY CONTEMPLATED IN SECTION 16 OF THIS AGREEMENT, AS WELL AS ANY UNINTENTIONAL, VICARIOUS OR CONTRIBUTORY INFRINGEMENT CLAIMS.

17.3 The parties shall use commercially reasonable efforts to limit or mitigate damages they may suffer in connection with this Agreement.

17.4 There shall be no limitation of liability for either party where such liability stems from:

bodily injury of a person,
fraud or fraudulent misrepresentation; or
where applicable law prevents limitation of such liability.

17.5 There shall be no limitation of liability for the Client specifically on its obligation to pay for the Services.

17.6 Each provision of this Agreement that provides for a limitation of liability or disclaimer of warranties, represents an agreed allocation of the risks of this Agreement between the Parties. This allocation is reflected in the pricing offered by Creative Design Plus to Client and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of the Agreement, and each of these provisions will apply even if the warranties in the Agreement have failed of their essential purpose.

18. Non-solicitation

During your use of the Services, and for a period of one (1) year immediately after your last use of a Service, you agree not to solicit or induce any employee, vendor or independent contractor associated with Creative Design Plus to terminate or breach an employment, contractual or other relationship with Creative Design Plus , either on your own behalf or on behalf of any other business or organization, unless you have received written approval to do so, signed by a duly authorized representative of Creative Design Plus, and paid an agreed release fee. Failure to obtain a written approval will be subject to a USD $50,000 solicitation fee.

The non-solicitation restrictions of this section shall only apply to the creative, design, and project management personnel who have worked directly on the Client account and does not apply to an advertisement placed into the public domain for a position you are hiring for, unless you have solicited, directly or indirectly, the application from that employee, vendor, or independent contractor for that position.

19. Delivery of Notices and Consent to Service of Process

19.1 The parties mutually consent to the use of

electronic means to fulfil this Agreement and to deliver any notices, with the exception of service of process, pursuant to this Agreement; and
electronic records to store information related to this Agreement or your use of the Services.
Notices hereunder will be invalid unless made in writing and furnished via:

email (in each case to the email address provided by the other party), or
a Client posting on the Creative Design Plus Site, or

The date of receipt will be deemed the date on which such notice is transmitted.

19.2 Each party agrees that its respective submission to jurisdiction and consent to service of process by registered mail is made for the express benefit of the parties to this Agreement. With regards to any service of process related to any controversy, dispute, claim, or litigation contemplated in Section 27, the parties to this Agreement irrevocably consent to service of process by registered mail at the following address:

Creative Design Plus : 1 La Cruz Ave. #206, Millbrae, CA 94030, USA;
Client: the address provided by Client in the SOW.

20. Modification of this Agreement

Modification or amendment to this Agreement shall be mutually agreed in writing and signed by both parties, except as otherwise provided for herein.

21. Survival of Terms

All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

22. Enforcing Rights

Either party’s failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect the parties right to later enforce or exercise it, unless the party issues an express written waiver, signed by a duly authorized representative of the party.

23. Assignment

Neither party may assign this Agreement, or any of the rights or obligations hereunder, without the other party’s prior written consent by a duly authorized representative. Consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement in connection with a bona fide merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempted assignment or transfer in violation of this section shall be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

24. Enforceability of Agreement

This Agreement will inure to the benefit of the successors and permitted assigns of the parties. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

25. Force Majeure

Except for your accrued payment obligations for Services already rendered under this Agreement, no party shall be liable or responsible to the other party, nor be deemed to have defaulted under 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 beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third-party’s), trespassing, sabotage, theft or other criminal acts, cyber-attacks, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, or similar events, natural disasters or extreme adverse weather conditions and excluding any viral or bacterial epidemic or pandemic (including COVID-19) (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event, and the other party may terminate this Agreement with immediate effect if the Force Majeure Event continues for more than twenty (20) business days.

26. Dispute Resolution

In the event of any disputes arising from this Agreement, the parties agree to first attempt mediation. If mediation is unsuccessful, the dispute will be resolved through arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceeding will take place in Washington State unless another location is mutually agreed upon. Arbitration costs will be shared equally, and each party will bear its own costs in presenting the dispute.

27. Governing Law, Jurisdiction, and Venue

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington without regard to its rules of conflict of laws and without regard to the United Nations Convention on Contracts for the International Sale of Goods (“CISG”). The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction in the state or federal courts located in Washington for any controversy, dispute, claim, or litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Washington Courts and agree not to plead or claim in any Washington Court that such litigation brought therein has been brought in any inconvenient forum. The parties each waive their right to a jury trial.

28. Notice for California Users

Under California Civil Code Section 1789.3, Users of Creative Design Plus from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. To the extent allowed by applicable law, nothing in this Section shall be construed as limiting or affecting, in any way, the provisions of Section 27.

29. Complete Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and each party does not have the authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

30. Representations and Warranties

Each Party represents and warrants that it (i) is a legal entity duly incorporated, validly existing and in good standing, with all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (ii) is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required; (iii) shall comply with all laws and regulations applicable to the performance of its obligations hereunder; (iv) is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability to perform fully its respective obligations hereunder. EXCEPT FOR THE EXPRESS WARRANTIES MADE OR REFERENCED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

31. Disclaimers

31.1 Inasmuch as Creative Design Plus may provide advisory services to you as a component of the Services, Creative Design Plus hereby disclaims any guarantee that any advice given to you will generate or contribute to your desired result. Any advice given represents Creative Design Plus’s opinions only and you accept and agree that you are solely responsible for achieving your desired result related thereto. Where Creative Design Plus case studies are included in the communication of such advice, results achieved in those case studies do not guarantee similar outcomes for you.

31.2 Creative Design Plus may, from time to time, receive customer referrals from third parties. If you were referred to Creative Design Plus through such a referral, please be advised that the third party making such referral is eligible to receive valuable consideration in exchange for your successful retention as a Creative Design Plus customer.

32. Ethical Guidelines

32.1 Cessation of Services

32.1.1 Creative Design Plus reserves the right, at its own discretion, to stop offering Services to companies that:

are on the Norwegian Government Pension Fund (“NGPF”) ethical exclusion list, in breach of the NGPF ethical guidelines or are actively hindering progress within diversity, equity and inclusion; or
engage in any action which brings the Client or Creative Design Plus into public disrepute, contempt, scandal, or ridicule, or tend to shock, insult or offend the majority of the consuming public or any protected class or group thereof which include, but are not limited to, the following of which should be seen as representative and not an exhaustive list:
Counterfeit or unauthorized goods;
Illicit drugs and drug paraphernalia including any pseudo-pharmaceuticals;
Tobacco-related, cigarette, electronic cigarette, or vaping products;
Adult content or services;
Unfair, predatory, or deceptive practices;
Gambling;
Weapons manufacturing services; or

32.1.2 fail to fully comply with applicable anti-money laundering and terrorism financing laws, including those set out by the US Treasury Dept. Office of Foreign Asset Control.

32.2 Creative Design Plus reserves the right to treat any violation of any of (i),(ii),(iii) of this Section as Termination for Cause as laid out in Section 4(a) of this Agreement.

33. Relationship of the Parties

Creative Design Plus and Client are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal/agent, employer/employee, or joint venturers. Neither party, including their respective affiliates, directors, officers, employees, representatives, agents, or contractors, shall have the power or right to bind or obligate the other party, nor shall it hold itself out as having such authority.

34. Effectivity

This Agreement shall be effective as of March 12, 2025.