ANTIDOTE STYLES LLC TERMS AND CONDITIONS
These Terms and Conditions set forth the terms and conditions pursuant to which Antidote Styles LLC (“Antidote”) will provide services to you (“Client”). By engaging Antidote for its services, Client acknowledges and agrees to the following terms:
Services. Antidote provides personal styling services (“Services”). Upon engagement by Client, Antidote will send Client an email setting forth the scope of the Services for Client (the “Proposal”). Any work outside the scope of the Proposal must be approved in writing (email is acceptable) by both parties.
Scheduling. To the extent the parties establish a date or dates for Antidote to provide the Services, any re- scheduling of the Services is subject to additional charges, at Antidote’s sole discretion. If Client fails to appear or cancels the date for Antidote to provide the Services and does not re-schedule the Services within 60-days of the originally-scheduled date, the Services will be deemed completed and Antidote will have no further obligation to Client.
Payment. Payment for the Services is due upon receipt by Client of an invoice from Antidote. Client shall make any outstanding payments for the Services before receiving any products purchased for Client as part of the Services (the “Products”). Antidote has no obligation to provide the Products until it receives full payment of all outstanding invoices from Client. All payments are deemed earned upon receipt and non- refundable. Antidote may suspend the Services if Client does not remit timely payment. Unless stated otherwise in the Proposal, all amounts set forth in the Proposal are estimates only and Client is responsible for any fees and costs incurred in excess thereof.
Right to Use Likeness. Client irrevocably authorizes Antidote to use Client’s likeness and/or name in any photograph, image, video, motion picture, performance, sound recording, or in any other media or format (the "Likeness") for any purpose, including advertising, publicizing, or marketing for Antidote, and to use and license others to use Client’s Likeness for such purposes, without any compensation to Client. Antidote is the sole owner of all rights in the negatives, photographs, video or audio recordings, prints, and all other items bearing Client's Likeness, including full domestic and foreign copyrights therein, and shall have the exclusive right to make such use of Client's Likeness as it wishes, including the right to display, reproduce, distribute it in all media, and the right to create, perform, display, or reproduce derivative works thereof. Client waives any right of privacy associated with Client’s Likeness, as well as any right to inspect or approve the finished product wherein Client’s Likeness appears.
Term and Termination. These Terms and Conditions commence on the date of the Proposal and apply until the completion of the Services contemplated in the Proposal, unless terminated earlier as set forth in this Section. Antidote may terminate the Services for convenience or if Client breaches any of these Terms and Conditions. If Antidote terminates for convenience, it shall return any amounts paid by Client for which Services were not completed. Client may terminate the Services at any time for any reason, but any amounts paid by Client will not be refunded. Any obligations regarding payment, publicity rights, liability, and governing law will survive the termination of the Services.
Indemnification. Client shall defend, indemnify, and hold harmless Antidote and its affiliates, officers, directors, employees, agents, and successors (collectively, the “Antidote Indemnitees”) from and against any and all claims, causes of action, losses, liabilities, judgments, awards, settlements, damages, expenses and costs, including reasonable attorney’s fees and related court costs and expenses (collectively, “Claims”) incurred or suffered by any of the Antidote Indemnitees in any way related to (i) Client’s breach of the Terms and Conditions and (ii) Antidote’s performance of the Services.
Limitation of Liability. Antidote is not liable for any damages, losses, or injuries arising from the Services, Client’s use of purchased items, or styling recommendations. Client assumes full responsibility for decisions regarding purchases and personal appearance.
Governing Law. These Terms and Conditions are governed by, and construed in accordance with, the laws of Florida, without regard to the conflict of laws’ provisions. Any legal suit, action or proceeding arising out of or related to these Terms and Conditions or the Services must be instituted in Palm Beach County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Force Majeure. Except for Client’s payment obligations, neither party is liable for any failure or delay in the performance of its obligations if such failure or delay is caused by factors beyond its reasonable control (including, but not limited to pandemics, natural disasters, war, strikes, cyber-attacks, or governmental actions), provided that the affected party promptly notifies the other within 15 business days of its occurrence. Both parties may renegotiate timelines or obligations if a force majeure event exceeds 30 days.
Waivers; Rights Cumulative. No waiver by any party of any of the provisions of the Proposal or herein shall (i) be effective unless explicitly set out in writing and signed by the party so waiving or (ii) operate, or be construed, as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, delay in exercising, or partial exercise of any right, remedy, power or privilege arising from the Agreement shall operate or be construed as a waiver thereof. The rights and remedies of the parties provided will be cumulative and not exclusive of any rights or remedies provided by law or equity.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each a “Notice”) must be in writing and sent via email to each party at the email addresses from which and to which the Proposal is sent. Notices will be deemed to have been received at the time shown in a delivery confirmation report generated by the sender's email system which indicates that delivery of the email to the recipient's email address has been completed.
Miscellaneous. These terms and conditions are available at antidotestyles.com and are incorporated into any agreement for Services. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provisions of the Proposal or invalidate or render unenforceable such provision in any other jurisdiction. These Terms and Conditions, together with the Proposal constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any previous agreements, negotiations, arrangements, and understandings between the parties. These Terms and Conditions do not create for any third-party beneficiary rights with respect to either of the parties.