Terms and Conditions
Serrano Design Services hereby referred to as (“SDS” “we,” “us,” or “our”) owns and operates http://www.serranodesignservices.com (the “Site”). By visiting the Site or using any of the products, software or services provided to you through the Site (collectively the “Services”), you accept these Terms and Conditions (the “Terms”). Please read them carefully. In addition, when you use any current or future SDS service or visit or purchase from any business affiliated with the SDS, whether or not included on the Site, you also will be subject to the guidelines and conditions applicable to such service or business. If these conditions are inconsistent with such guidelines and conditions, such guidelines and conditions will control.
3. PROVISION OF SERVICES
Our SDS may from time to time change or modify its Services. You agree that the form, nature and content of the Services may change from time to time without prior notice to you. SDS may at any time or from time to time stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally in SDS’s sole discretion, without prior notice to you. We aim to update our Site regularly, and may change the content at any time. If the need arises, we may suspend access to our Site, or close it indefinitely. You acknowledge and agree that if SDS disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content contained in your account. SDS will not be liable if for any reason our Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Site, or our entire Site, to users who have registered with us. Any of the material on our Site may be out of date at any given time, and we are under no obligation to update such material. You may stop using the Services at any time.
4. USE OF THE SERVICES
If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. SDS and its affiliates reserve the right to, in its sole discretion, refuse service, terminate accounts, remove or edit content, or cancel orders. If you become aware of any unauthorized use of your password or of your account, you agree to immediately notify SDS emailing us at www.serranodesignservices.com/contact. In order to access certain Services, you may be required to provide information about yourself (such as identification, contact details, billing information, etc.) as part of the registration process for the Services, or as part of your continued use of the Services. You agree that any such registration information you give to SDS will always be accurate, correct and up to date.
You will not reproduce, duplicate, copy, modify, sell, lease, rent, trade, distribute or resell the Services for any purpose, or create any derivative works based on the Services in any manner. You agree not to access (or attempt to access) (a) any account that you are not expressly authorized to access or (b) any of the Services through any automated means (including use of scripts or web crawlers); and you agree to comply with the instructions present on the Services. You agree not to: (a) misuse our Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; (b) attempt to gain unauthorized access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site; (c) attack our Services or Site via a denial-of-service attack or a distributed denial-of service attack; or (d) exploit the Services in any unauthorized way whatsoever (including, but not limited to, by trespass or burdening network capacity). The Services are not available for individuals under 18 years of age. The Services are available only in the United States, its territories, and possessions. You agree not to use or attempt to use the Services from outside these locations. SDS may use technologies to verify your compliance.
5. THIRD PARTY PROVIDERS
SDS may from time to time include in its Services certain third party content or links to third party websites (each, a "Third Party Provider"). Such content and websites contained therein are owned by the Third Party Providers (or by other persons or companies on their behalf). SDS may at any time and from time to time change, add or remove Third Party Providers from the Services, in its sole discretion and without prior notice to you. We have no control over the websites, products or services of Third Party Providers. We do not endorse or evaluate the websites, products or services of Third Party Providers (or any advertising or links on any such websites) and we assume no responsibility for the actions or omissions of any Third Party Providers. SDS is not responsible for examining or evaluating the content or accuracy of any Third Party Providers, and SDS does not warrant and will not have any liability or responsibility for any Third Party Providers’ materials or websites (or for any other materials, products, or services of third parties).
Without limiting the foregoing, you agree that SDS is not liable (and we assume no responsibility whatsoever) for any loss or damage which may be incurred by you as a result of:
the content and/or websites of Third Party Providers;
· your use or purchase of any websites, products or services of Third Party Providers;
· the availability, quality or safety (including both design and manufacturing) of the products or services offered by Third Party Providers; and
· the accuracy and thoroughness of the descriptions of any such products or services provided by Third Party Providers.
6. DESIGN SERVICES
The terms and conditions of SDS’s fee-based design services (the “Design Services”) are governed by the Design Services Agreement (the “DSA”), available to our clients upon services requested.
7. SALE OF PRODUCTS
SDS relies upon a network of independent vendors who supply some of the goods displayed on the Site. Our independent Vendors are solely responsible for the products featured on the Site. Without limitation, SDS is not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of products featured on or advertised through the Site or by email. Nothing on the Site shall be deemed to confer on any person any license or right on the part of SDS or any supplier with respect to any such image, logo or name.
8. RISK OF LOSS
The items purchased from our Site are handled by third party carriers pursuant to a shipment contract. As a result, risk of loss and title for such items may pass to you upon our delivery, or delivery by our independent vendors, to the carrier.
9. REFUND POLICY
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH BELOW, ALL PURCHASES THROUGH THE SITE ARE NONREFUNDABLE, INCLUDING ANY UNUSED PORTIONS OF DESIGN SERVICES AND CANCELLATIONS. WE DO NOT PROVIDE PRICE PROTECTION OR REFUNDS IN THE EVENT OF A PRICE DROP OR PROMOTIONAL OFFERING.
A. Products purchased through SDS
In an effort to offer you a wide selection of curated products, we work with a variety of independent vendors and consequently are not able to facilitate returns. If you receive a product that is materially damaged or defective, we will (1) cause our vendor to replace the damaged or defective product at no cost to you, or (2) if the item cannot be replaced because it is no longer being manufactured or otherwise, we will provide you with a store credit or a full refund for the specific product at your election, understanding in either case that the third party vendor may require the defective or damaged product to be returned directly to them as part of their replacement program. While we work hard with our vendors to make sure that items displayed in our designs are available, from time to time our vendors may discontinue a product line prior to notifying us. Based on this fact, we understand that you may be buying a collection of products, but we can't guarantee that every item in the collection will be available. If you purchase a group of products through SDS’s online, local services, or our shop, and the item is out of stock or discontinued, we will provide you with a store credit or a full refund for the specific product at your election. We cannot accept returns or issue refunds for any other reason.
B. Design Services purchased through SDS
You have the right to cancel your purchase of design services for a full refund (less any applicable PayPal, bank or credit card charges or fees if services have already been rendered), except that such right shall expire upon the earlier of (i) the seventh (7) calendar day after the date of purchase, or (ii) the date on which SDS begins receiving your personal submissions (e.g. room photos, room measurements, inspirational photos) and work commences. Subject to the foregoing, if you wish to cancel your purchase, you must notify us of your decision to cancel at www.serranodesignservices.com/contact. We will promptly thereafter notify you of the status of your cancellation and refund.
10. SOCIAL MEDIA
As a User, you have the option of granting the Site access to your accounts with certain social media providers (each such account, a “Social Media Account”) to enable SDS to make available certain information on such Social Media Accounts (“Social Media Content”). By granting SDS access to any Social Media Accounts, you understand that SDS may access and store (if applicable) your login credentials associated with such Social Media Accounts. Please note that your relationship with the provider of each Social Media Account is governed by agreements you have with the provider of such Social Media Account and any Social Media Content you post to such Social Media Account or that is held by the provider of such Social Media Account and the storage thereof, is subject to such agreements.
11. INTELLECTUAL PROPERTY
All content included in the Services (including without limitation images, icons, text, graphics, logos, data compilations, software, etc.) (collectively referred to as “Content”) is the sole property of SDS or its content suppliers and protected by United States and international copyright laws. You agree that all graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of SDS (or it licensors) in the U.S. As a user of the Services, you do not and will not have any right to use any such trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. All other trademarks not owned by SDS that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SDS. You acknowledge and agree that SDS (or SDS’s licensors) own all legal right, title and interest in the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you shall not modify, alter, remove or obscure any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Services. You agree that you will not use any of the intellectual property, proprietary information or other materials contained in the Services in any way whatsoever except for use of the Services in compliance with these Terms.
12. LIMITED LICENSE AND CONTENT SUBMISSIONS
SDS gives you a personal, royalty-free, revocable, non-assignable and non-exclusive license to access and make personal use of the Services. This license is for the sole purpose of enabling you to use the Services as contemplated in these Terms. You may not sublicense, assign, transfer or encumber any part of your rights to use the Services. This license does not include any resale or commercial use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Without limiting the foregoing, you may not reverse engineer, decompile or otherwise attempt to extract the source code of any the software utilized by SDS in providing the Services. We may choose from time to time, in our sole discretion, to allow you to post reviews, comments, photos, and other content so long as the content (1) is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious or objectionable to third parties and (2) does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam."
If you do post content or submit material, including without limitation "before" and "after" photos, and unless we indicate otherwise, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant us and our sublicensees the right to use the name that you submit in connection with such content, if desired. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply. We have the right but not the obligation to monitor and edit or remove any activity or content. We have no responsibility and assumes no liability for any content posted by you or any third party.
13. DISCLAIMER OF WARRANTIES
THE PRODUCTS AND SERVICES DISPLAYED ON OUR SITE ARE PROVIDED WITHOUT ANY GUARANTEES, CONDITIONS OR WARRANTIES AS TO THEIR ACCURACY. THERE IS NO ASSURANCE OR GUARANTEE OF SATISFACTION WITH THE PRODUCTS OR SERVICES OFFERED ON THE SITE. THE SERVICES, THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (AND WEBSITES OF THIRD PARTY PROVIDERS) ARE PROVIDED BY SDS ON AN "AS IS" AND "AS AVAILABLE" BSDS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SDS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SDS DOES NOT WARRANT THAT THE SERVICES OR THIS SITE (OR THOSE OF THIRD PARTY PROVIDERS), INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE (OR THOSE OF THIRD PARTY PROVIDERS), THEIR VARIOUS SERVERS OR E-MAIL SENT FROM SDS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SDS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES OR THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE (INCLUDING THIRD PARTY PROVIDERS), INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. WITHOUT LIMITING THE FOREGOING, SDS DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES OR ANY PRODUCTS PURCHASED ON THE SITE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR DEFECT; OR (B) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES (INCLUDING ON OR THROUGH WEBSITES OPERATED BY ANY THIRD PARTY PROVIDERS) IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU ARISING FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY.
14. LIMITATION OF LIABILITY
SUBJECT TO SECTION 10 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SDS, ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
A. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
B. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
1) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS OR ACCURACY OF THE SERVICES AND/OR THE COMPLETENESS OR ACCURACY OF ANY INFORMATION PROVIDED BY ANY THIRD PARTY PROVIDERS, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PROVIDERS;
2) ANY CHANGES WHICH SDS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
3) YOUR PURCHASE OF ANY GOODS OR SERVICES FROM SDS, INDEPENDENT VENDORS OR THIRD PARTY PROVIDERS; OR
4) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES.
THE LIMITATIONS ON SDS’S LIABILITY TO YOU IN THIS SECTION 11 SHALL APPLY WHETHER OR NOT SDS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE § 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS. SUCH CODE SECTION SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
15. RELEASE AND INDEMNITY
IF YOU HAVE A DISPUTE WITH ANY INDEPENDENT VENDOR OR THIRD PARTY PROVIDER, YOU RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE § 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS. SUCH CODE SECTION SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
YOU WILL INDEMNIFY AND HOLD US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THE TERMS OR THIS AGREEMENT, OR YOUR VIOLATION OF ANY LAW, RULE OR REGULATION. SDS RETAINS THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY CLAIM SUBJECT TO INDEMNIFICATION, AND IN SUCH CASES YOU AGREE TO COOPERATE WITH US TO DEFEND SUCH CLAIM. YOU MAY NOT SETTLE ANY CLAIM COVERED BY THIS SECTION 12 WITHOUT SDS’S PRIOR WRITTEN APPROVAL.
16. REVISION OF THE TERMS
We may amend the Terms from time to time by posting amended Terms on the Site. Except as otherwise stated in any such posting, all amended terms shall be effective immediately. Additionally, we may notify you through email or otherwise of such amended terms.
Any dispute relating in any way to your visit to the Site shall be submitted to confidential binding arbitration in Sacramento, California, except that, to the extent you have in any manner violated or threatened to violate SDS’s intellectual property rights, SDS may seek injunctive or other appropriate relief in any state or federal court in the state of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise.
18. GENERAL TERMS
The Terms constitute the entire legal agreement between you and SDS and govern your use of the Services, and completely replace any prior agreements between you and SDS in relation to the Services. You agree that SDS may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that if SDS does not exercise or enforce any legal right or remedy which is contained in the Terms (or which SDS has the benefit of under any applicable law), this will not be taken to be a waiver of SDS’s rights and that those rights or remedies will still be available to SDS.
You acknowledge and agree that any other entities controlled by SDS or under common control with SDS shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, except as expressly provided in the Terms, no other person or SDS shall be third party beneficiaries to the Terms.
Any rule of law or any legal decision that would require interpretation of any ambiguities in these Terms against the party that drafted it is of no application and is hereby expressly waived. These Terms shall be severable in the event that any of the provisions hereof are held to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.