Terms & Conditions

TERMS AND CONDITIONS

By accessing this Site, purchasing from and/or participating in DE-MAZING

(hereafter the “Company”) site and its services (including but not limited to:

Construction Therapy® coaching, project curatorship and online courses), you are

agreeing to the following terms. Please read this Agreement carefully before

accessing Company’s sites or purchasing Company’s proprietary materials which

include any written, audio or visual presentations or documents associated with

Company.

If you do not understand or do not accept this agreement, please do not view,

purchase, participate in or access any of the Company’s sites or proprietary

materials.

1. Terms

The terms “Company”, “we”, “us”, and “our” refer to DE-MAZING. The term “Site”

refers to DE-MAZING.com website and/or any other platforms and sites that the

Company uses to host its services and materials. The term “Client”, “user,” “you” and

“your” refers to clients, client team members (including employees, contractors and other

representatives of client and client’s company) and any other users of the site. The terms

“Service” refers to the services and programs offered by the Company.

Use of the Service, including all information and educational materials presented herein

by Company, is subject to the following terms and conditions. These Terms and

Conditions apply to all clients, and all other users of the site. By accessing the site and/or

purchasing the program and/or using the Site or Service you agree to these Terms and

Conditions, without modification, and acknowledge reading them.

2. Client Duties

(a) Compensation: In consideration for the Services provided by us, you agree to pay us

the current program fees at the time of joining as either a one lump sum payment or

partial payments through a payment plan, if offered. You understand that you will not

receive an invoice reminder for these payments. In the event that any authorized charge

applied by us to your card fails, you remain responsible for payment as agreed herein, as

well as any penalty fees as detailed in paragraph (b).

(b) Late payment fee. If any fee outlined in paragraph (a) remains unpaid on the 7th day

following its due date, a penalty fee of ten percent (10%) of the payment due will be

assessed. We reserve the right to restrict your access to the Services, or terminate your

participation in the Services unless and until all outstanding program fees and assessed

penalties are paid in full. If your Program fees remain unpaid 30 days after the initial due

date, your account will be referred to our collections agency.

Credit Card(s) information for payment on Client’s account, Company shall be

authorized to charge Client’s Credit Card(s) for any unpaid charges on the dates set forth.

If client uses a multiple-payment plan to make payments to Company, Company shall be

authorized to make all charges at the time they are due and not require separate

authorization in order to do so. Client shall not make any chargebacks to Company’s

account or cancel the credit card that is provided as security without Company’s prior

written consent. Client is responsible for any fees associated with recouping payment on

chargebacks and any collection fees associated therewith. Client shall not change any of

the credit card information provided to Company without notifying Company in advance.

(d) Tools to be Provided by You. You agree to provide all tools, information and

documentation that may be required by us to effectively perform said responsibilities in

connection with the Services.

(e) Additional Client Duties. You understand that your success in the program is

dependent upon your level of participation in the Services. In order to get the most out of

the Service, you must also work to implement the tools and strategies learned throughout

the Service, and make considerable efforts toward your own development on your own

time during the term of Services. You also understand that the materials on Company’s

sites are provided 'as is'. Company makes no warranties, expressed or implied, and

hereby disclaims and negates all other warranties, including without limitation, implied

warranties or conditions of merchantability, fitness for a particular purpose, or noninfringement

of intellectual property or other violation of rights. Further, Company does

not warrant or make any representations concerning the accuracy, likely results, or

reliability of the use of the materials on its Internet sites or otherwise relating to such

materials or on any sites linked to its sites.

3. Revisions and Errata

The materials appearing on Company's sites could include technical, factual,

grammatical, typographical, or photographic errors. Company does not warrant that any

of the materials on its sites are accurate, complete, or current. Company may make

changes to the materials contained on its web sites at any time without notice. Company

does not, however, make any commitment to update the materials.

4. No Guarantees, Refunds

We cannot guarantee the outcome of the Services and our comments about the outcome

are expressions of opinion only. You acknowledge that we cannot guarantee any results

of the Services as such outcomes are based on subjective factors (including, but not

limited to, your participation) that cannot be controlled by us.

Your satisfaction with our Services or Programs is important to us. Refer to each

service’s agreement and/or sales page and/or checkout page for information regarding

refunds.

5. No Legal Services

You understand that, with respect to the Services, Company, its employees and

contractors are not acting in their capacity as attorneys and no statements or information

made by Company, its employees and contractors shall be construed as legal advice. You

further understand that, although legal information may be communicated to you during

the Services, such information is not legal advice. Your reliance on such legal

information is at your own risk.

6. Links

Company has not reviewed all of the sites linked to its Internet web sites and is not

responsible for the contents of any such linked site. The inclusion of any link does not

imply endorsement by Company of the site. Use of any such linked web site is at the

user's own risk.

7. Confidentiality and Proprietary Materials

(a) Client Information: Any and all Client information and data of a confidential nature,

“Confidential Information”, shall be treated by Company in the strictest confidence and

not disclosed to third parties or used by Company for any purpose other than for

providing Client with the services specified above.

(b) Participant Information: Client agrees to keep confidential any Confidential

Information, shared by fellow participants in the Services or Programs (herein referred to

as “Participants”). Any Confidential Information shared by Participants is confidential,

Proprietary, and belongs solely and exclusively to the Participant who discloses it.

Information and not share Proprietary Materials, shared by Company in the Services and

Programs. Any Confidential Information and Proprietary Materials shared by Company,

its employees or contractors is confidential, Proprietary, and belongs solely and

exclusively to Company.

(d) Non-Disparagement: Client shall, during and after the participation in the Services

and Program refrain from making any statements or comments of a defamatory or

disparaging nature to any third party regarding Company, or any of Company’s officers,

directors, employees, personnel, agents, policies, services or products, other than to

comply with law.

(e) Violations of Confidentiality: Client agrees that if Client violates or displays any

likelihood of violating this paragraph 8, the Company and/or the other Service or

Program Participant(s) will be entitled to injunctive relief to prohibit any such

confidentiality violations to protect against the harm of such violations.

8. Ownership of Intellectual Property

Client agrees that the Services and Programs contain proprietary content (“Intellectual

Property”) that is owned solely by Company and/or its licensors and is protected by

retains the sole right to use, reproduce, and distribute the Intellectual Property throughout

the world in any and all mediums. Company grants Client a license to use the Intellectual

Property solely for Client’s own noncommercial purposes. Client agrees that it has no

right to create derivatives of, share, reproduce, distribute, modify, translate, post, license,

sell, loan or otherwise exploit the Intellectual Property, whether commercially or non-commercially, and acknowledges that doing so constitutes a violation of law. For the

avoidance of doubt, Client agrees not to create any derivative products, blog posts,

websites, guides, worksheets, tool kits, videos, audio recordings, or the like based on

Company’s Intellectual Property or that in any way violate Company’s Intellectual

Property. Any registered or common law trademark, service mark, logo or tagline used in

conjunction with the Services or Programs is property of the Company. Client may not

use such trademarks or service marks for any purpose except with written permission by

Company.

9. Warranties

(a) Company’s Warranties: Company represents, warrants and covenants that, Company

has full authority to enter into these Terms and Conditions and all of the Services,

whether performed by Company or any of its subcontractors, will be rendered using

sound, professional practices and in a competent and professional manner by

knowledgeable and qualified personnel.

(b) Client’s Warranties: Client represents, warrants and covenants that Client has full

authority to enter into these Terms and Conditions and has or will obtain, during all times

relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or

other permissions to lawfully consummate the transactions and lawfully discharge, in all

material respects, each and every of Client’s obligations or duties set forth hereunder,

whether performance is due now or hereafter during the Term.

THESE TERMS, NEITHER PARTY MAKES ANY OTHER WARRANTIES,

EXPRESS OR IMPLIED.

10. Limitation of Liability

(a) IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY TO CLIENT FOR

ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF

PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY

INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR

CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN

CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,

WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGE; AND

(b) IN NO EVENT SHALL COMPANY’S LIABILITY TO CLIENT EXCEED THE

FEES PAID BY CLIENT UNDER THESE TERMS, WHETHER IN CONTRACT,

TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE

OBLIGATIONS UNDER PARAGRAPHS 7, 8 AND 18.

11. Effect of Headings

The subject headings of the paragraphs and subparagraphs of these Terms and Conditions

are included for convenience only and shall not affect the construction or interpretation of

any of its provisions.

12. Entire Agreement; Modification; Waiver

These Terms constitute the entire agreement between the parties pertaining to the subject

matter contained in it and supersedes all prior and contemporaneous agreements,

representations, and understandings of the parties. No supplement, modification, or

amendment of these Terms and Conditions shall be binding unless executed in writing by

all the parties. No waiver of any of the provisions of these Terms and Conditions shall be

deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor

shall any waiver constitute a continuing waiver. No waiver shall be binding unless

executed in writing by the party making the waiver.

13. Neutral Construction

These Terms and Conditions were prepared by Company and/or Company’s legal

counsel. It is expressly understood and agreed that these Terms and Conditions shall not

be construed against Company merely because they were prepared by its counsel; rather,

each provision of these Terms and Conditions shall be construed in a manner which is

fair to both parties.

14. Changed Terms

We may at any time amend these Terms and Conditions. Such amendments are effective

immediately and without notice to you. Any use of the Site or Service by you means you

accept these amendments. We reserve the right to update any portion of our Site and

Service, including these Terms and Conditions at any time.

15. Assignment

These Terms and Conditions shall be binding on, and shall inure to the benefit of, the

parties to it and their respective heirs, legal representatives, successors, and assigns;

provided, however, that Client may not assign any of its rights under these Terms and

Conditions, except to a wholly owned subsidiary entity of Client. No such assignment by

Client to its wholly owned subsidiary shall relieve Client of any of its obligations or

duties under these Terms and Conditions.

16. Notices

All notices, requests, demands, and other communications under these Terms and

Conditions shall be in writing and properly addressed as follows:

DE-MAZING

PO Box 3024

SAG HARBOR, NY 11963

To Client at Client’s address provided at the time of purchase.

Any party may change its address for purposes of this paragraph by giving the other

parties written notice of the new address.

17. Governing Law; Venue; Mediation

These Terms and Conditions shall be construed in accordance with, and governed by, the

laws of the State of New York. The exclusive venue for any court proceeding based on or

arising out of these Terms and Conditions shall be Suffolk County, New York. The

parties agree to attempt to resolve any dispute, claim or controversy arising out of or

relating to these Terms and Conditions by negotiation. The parties further agree that their

respective good faith participation in negotiation discussions is a condition precedent to

pursuing any other available legal or equitable remedy, including litigation, arbitration or

other dispute resolution procedures.

18. Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement

of these Terms and Conditions, or because of an alleged dispute, breach, default, or

misrepresentation in connection with any of the provisions of these Terms and

Conditions, the successful or prevailing party or parties shall be entitled to recover

reasonable attorneys’ fees and other costs incurred in that action or proceeding, in

addition to any other relief to which it or they may be entitled.

19. Severability

If any term, provision, covenant, or condition of these Terms and Conditions is held by

an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the

rest of the These Terms and Conditions shall remain in full force and effect and shall in

no way be affected, impaired, or invalidated.

Questions about these Terms and Conditions? Please send correspondence via

certified mail to:

DE-MAZING

PO BOX 3024

SAG HARBOR, NY 11963

Terms and Conditions – Last Updated: March 2021