Returns Policies
Returns Policies
All Merchandise (excluding Original and Fine Art)
Damaged
Merchandise, not including original or fine art, that is defective or damaged during shipping is eligible for replacement or store credit within 30 days. If the package arrives with obvious damage, it's a good idea to record opening the package so that it can be included in your return.
Wrong Size
Merchandise that is the wrong size is eligible for replacement or store credit. Customers will see their credit after the wrong-sized items are received by Natalie's Creative.
Use the Contact form or the email provided in your invoice to start your case and receive your complimentary return shipping label.
Sealed Goods
Returns of sealed goods are not accepted, (such as, but not limited to, face masks) due to health or hygiene reasons.
Digital Goods Policy
Purchase Terms of Agreement
The purchase of digital products, including PDF downloads, images, and online material is subject to the following terms and conditions. Consumers are advised to review carefully before making any purchase.
Payment + Refund Policy
All transactions for purchase of intangible products, images, pdf downloads, resource material, and online content are made through payment gateways such as Wix Payments, PayPal, or Stripe that use TLS and SSL encryption. These payment gateways are safe and secure for using all types of credit cards and debit cards in different countries and your details are not stored during this process.
Since your purchase is a digital product, it is deemed “used” after download or opening, and all purchases of digital products are non-refundable or exchangeable.
Natalie reserves the right to amend any information, including but not limited to prices, technical specifications, terms of purchase and product or service offerings without prior notice.
Delivery of Goods and Services
If you are not able to immediately download your product through the website or do not receive the digital product link upon purchasing, you can use the Contact form or the email provided on your invoice with your transaction/payment details. Responses can take up to 48 hours.
Original Artwork and Fine Art
Original artwork and fine art prints that are damaged in transport or have a material defect will be eligible for complimentary repairs (see Repairs Policy below), replacement, or store credit after an assessment. Use the Contact form or the email provided in your invoice to start your assessment.
Repairs Policy
Whether it was created by me, Natalie, or someone else, I offer my repair expertise for all artwork. Contact me with details about the artwork and damages for a complimentary initial assessment.
Much care and effort is put into original artwork and limited edition series. As such, I, Natalie, believe these items need that kind of attention again to bring them back to life if they’ve been damaged. I repair the artwork myself, and this process could take time and resources but is necessary to restore the artwork to its former self.
Who’s responsible for what?
Expenses are covered by Natalie’s Creative iff the piece(s) are damaged during shipping.
Once the package is turned over from the courier to the recipient, the recipient is responsible for any damages incurred from that point-forward.
If it’s obvious from just looking at the package that the contents is likely damaged, please take photos, or even video, before and during opening. Then contact Natalie’s Creative immediately using the Contact form, or email provided in your invoice, with the video files so we can get your case started as soon as possible.
If damage occurs while in the care of the recipient and/or owner
In this case, the owner is responsible for any expenses needed to repair the artwork, but as an owner of an original artwork or limited series by Natalie, the assessment for repairs is complimentary, and materials and hours are discounted by 30%. If your artwork has been damaged, use the Contact form, or the email on your invoice, to start your complimentary assessment.
If the artwork is damaged beyond repair
Oh no! Let’s hope this never happens! But if it does, please get in touch ASAP by using the Contact form, or the email provided on your invoice, so that we can find a reasonable solution on a case-by-case basis.
Wrong Address
If an address is considered insufficient by the courier, the shipment will be returned to our facility. The customer will be liable for reshipment costs once we have confirmed and updated the address with you, if and as applicable.
Unclaimed
For shipments that go unclaimed and are returned to our facility the customer will be liable for the cost of a reshipment within 30 days. After 30 days ownership is automatically transferred to Natalie without a refund.
Customers residing in Brazil
In the case of buyer’s regret, you must Contact Natalie for artwork or our manufacturer’s Customer Service for merchandise, and express your will to return the item within 7 consecutive days after receiving it, and providing a picture of the item. The withdrawal request will undergo an evaluation to verify whether the product was used or destroyed, even if partial. In these cases, a refund will not be possible.The withdrawal request will undergo an evaluation to verify whether the product was used or destroyed, even if partial. In these cases, a refund minus shipping and handling fees will not be possible.
Notification for EU consumers: According to Article 16(c) and (e) of the Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights, the right of withdrawal may not be provided for:
1. the supply of goods that are made to the consumer's specifications or are clearly personalized;
2. sealed goods which were unsealed after delivery and thus aren't suitable for return due to health protection or hygiene reasons, therefore Natalie reserves rights to refuse returns with sole discretion.
This Policy shall be governed and interpreted in accordance with the English language, regardless of any translations made for any purpose whatsoever.
TERMS AND CONDITIONS
OVERVIEW
This website is owned and operated by Natalie. Throughout the site, the terms “we”, “us” and “our” refer to Natalie. Natalie offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Wix. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Natalie, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Natalie and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns 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 these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of California.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us with this Contact form.
Natalie’s Creative Privacy Policy
This Privacy Policy describes how your personal information is collected, used, and shared when you visit or make a purchase from www.Nataliescreative.com (the “Site”).
PERSONAL INFORMATION WE COLLECT
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information.”
We collect Device Information using the following technologies:
- “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
- “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.
- “Web beacons,” “tags,” and “pixels” are electronic files used to record information about how you browse the Site.
Additionally when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information (including credit card numbers), email address, and phone number. We refer to this information as “Order Information.”
When we talk about “Personal Information” in this Privacy Policy, we are talking both about Device Information and Order Information.
HOW DO WE USE YOUR PERSONAL INFORMATION?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations). Additionally, we use this Order Information to:
Communicate with you;
Screen our orders for potential risk or fraud; and
When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).
SHARING YOUR PERSONAL INFORMATION
We share your Personal Information with third parties to help us use your Personal Information, as described above. For example, we use Wix Stores to power our online store--you can read more about how Wix Stores uses your Personal Information here: https://www.wix.com/legal/privacy. We also use Google Analytics to help us understand how our customers use the Site--you can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.
Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.
BEHAVIOURAL ADVERTISING
As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.
You can opt out of targeted advertising by:
FACEBOOK - https://www.facebook.com/settings/?tab=ads
Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.
DO NOT TRACK
Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.
DATA RETENTION
When you place an order through the Site, we will maintain your Order Information for our records unless and until you ask us to delete this information.
CHANGES
We may update this privacy policy from time to time in order to reflect, for example, changes to our practices or for other operational, legal or regulatory reasons.
CONTACT US
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please Contact us.
Intellectual Property Protections
Intellectual Property Protections
This Agreement is dated according to authentication of a membership or subscription to Natalie’s services and products, and made by and between recipient and Natalie.
RECITALS:
Owner possesses Confidential Information that is nonpublic, confidential, and proprietary, which Owner is willing to disclose to Recipient on the terms and conditions set forth below; and
Recipient, for valuable consideration the sufficiency of which is hereby acknowledged, agrees to the following terms and conditions in accepting the Confidential Information, and to use the Confidential Information solely for the purpose of private use.
NOW IT IS AGREED AS FOLLOWS:
“Confidential Information” means any and all nonpublic information relating to the current and future operations and services of Owner, including but not limited to, planning, specifications, concepts, technical information, techniques, drawings, sketches, models, know-how, data, databases, electronic information, emails, processes, designs, photographs, apparatus, equipment, specifications, software programs, source code, software documentation, manuals, and formulae. The parties further agree that Confidential Information shall also include information received by Recipient prior to the execution of this Agreement and that would otherwise qualify as Confidential Information as provided herein. Confidential Information does not include information that:
Is lawfully within the public domain other than through disclosure or default by the Recipient;
Was lawfully obtained from a third party who was legally in possession of the information, and who is authorized in writing by Owner to disclose it;
Was independently developed by Recipient without the use of the Confidential Information, or any derivative works, and without the use of knowledge learned from accessing the Confidential Information; or
Is subject to the requirements of the California Public Records Act (“CPRA”) or otherwise required to be disclosed by order of a court, administrative agency or other governmental body with competent jurisdiction provided that Recipient notifies Owner within three (3) business days of receipt of such an order so that Owner may, in its sole discretion, seek a protective order from a court of competent jurisdiction preventing or restricting disclosure. Recipient will not oppose any action instituted by Owner but will instead cooperate with Owner to obtain an appropriate protective order.
Was ordered to be publicly released by court order or by the lawful order of a governmental agency.
Recipient undertakes for a period of however long information remains non-public from the date of this Agreement:
To protect the secrecy of all Confidential Information that it may acquire in any manner by, at a minimum, implementing reasonable, industry-standard controls to maintain its confidentiality and to prevent unauthorized disclosures;
To prevent the Confidential Information from falling into the public domain or into the possession of unauthorized individuals or entities.
To use the Confidential Information exclusively for the Permitted Purpose, unless Recipient first obtains the written consent of Owner;
Not to disclose such Confidential Information whether verbally or in writing, except to authorized representatives of Recipient who need to have access to the Confidential Information in order to effectuate the Permitted Purpose;
To inform any third party to whom Recipient discloses Confidential Information that it is confidential, and obtain their written agreement to keep it confidential on the same terms as this Agreement;
To return Confidential Information immediately upon Owner’s request or when no longer required for the purposes of this Agreement, or to destroy all copies of the Confidential Information maintained in hard copy, electronic media, or in any other form whatsoever, as requested by Owner; and
To notify Owner immediately upon learning of any unauthorized disclosure by someone or some entity to which the Recipient has disclosed the Confidential Information, and to cooperate with Owner in enforcing Owner’s legal right to protect the Confidential Information.
Indemnification: Recipient agree to indemnify, defend and save harmless the Owner, its officers, agents and employees from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses arising in any way as a result of a violation of this Agreement or acts or omissions of Recipient or any of Recipient’s affiliates, agents, subcontractors, employees, or representatives. Such defense and payment will be conditioned upon the following:
Owner will notify Recipient of any such claim in writing and tender the defense thereof within a reasonable time; and
Recipient will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.
Severability: The parties hereto agree that if any provision of this Agreement is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Agreement shall remain in full force and effect. Either party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision.
Assignment: This Agreement shall not be assignable by the Recipient in whole or in part without the written consent of Owner. In the event Owner approves an assignment in writing, Recipient remains jointly and severally liable for the obligations set forth in this Agreement.
Waiver of Rights: Any action or inaction by Owner or the failure of Owner on any occasion, to enforce any right or provision of this Feedback Agreement shall not be construed to be a waiver by Owner of its rights hereunder and shall not prevent Owner from enforcing such provision or right on any future occasion. The rights and remedies of Owner hereunder are cumulative and are in addition to any other rights or remedies that Owner may have in law or equity.
Survival: This Agreement shall govern all communications between the parties. Recipient understands that its obligations under Paragraph 2 shall survive the termination of any relationship between Recipient and Owner. Upon termination of any relationship between the Parties, Recipient will promptly deliver to Owner all documents and other materials furnished to Recipient by Owner, and will certify in writing that any remaining Confidential Information of Owner or derivative works thereof have been destroyed and removed from the possession of Recipient. Notwithstanding the foregoing, the Recipient shall be entitled to retain in its legal department a confidential file containing one (1) archival copy of all such information strictly for purposes of monitoring of its ongoing obligations under this Agreement and its compliance therewith.
No License: No license, either express or implied, is granted hereby to Recipient, with respect to the Confidential Information other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Recipient agrees that Confidential Information is and will remain the sole property of Owner.
No Intellectual Property Rights in Confidential Information. Recipient will not apply for or obtain any intellectual property protection in any of the Confidential Information or related derivative works. All intellectual property rights relating to any materials of any kind developed by Recipient using the Confidential Information, and all rights in any derivative works, belong exclusively to Owner.
No Liability or Warranties: IN NO EVENT SHALL [NAME OF STATE AGENCY OR DEPARTMENT] BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. [NAME OF STATE AGENCY OR DEPARTMENT] EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PERMISSION TO USE THE MATERIAL IS GRANTED "AS IS." Requester assumes all responsibility for investigating and avoiding any possible infringement of copyright laws or reproduction rights, and any and all other third party intellectual property rights, that may arise from the reproduction or publishing of the Material and/or derivative works.
Entire Agreement; Duplicate Originals: This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.
Modification by Subsequent Agreement: This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them.
Applicable Law: This Agreement shall be governed by and shall be interpreted in accordance with the laws of the State of California, and venue for any action to enforce the terms of this Agreement will be in Sacramento County, California.
Declaratory Relief: Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement. Accordingly, in addition to any other rights and remedies it may have, Owner shall be entitled to obtain declaratory relief from a court of competent jurisdiction preventing or restricting the disclosure or use of the Confidential Information, or any other breach of this Agreement.
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