Terms &
Conditions

1. Order Acceptance and Cancellation. You agree to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Michelle Ann Design Co and you will not take place unless and until you have received your order confirmation e-mail. 

2. Prices and Payment Terms.
A. All prices posted on this Site are subject to change without notice. The price charged for the product or service you purchase will be the price in effect at the time the order is placed and will be set out in your order confirmation e-mail. Price increases will only apply to orders placed after such changes. Listed prices do not include taxes or charges for shipping and handling. You will have notice of all such taxes and charges by reviewing your merchandise total in your shopping cart and in your order confirmation e-mail. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

B. Upon checkout, you may select a payment plan for your items of purchase to either pay in full or pay in installments. Because of the nature of delivery of digital products, you are responsible for payment in full for the purchase, regardless of us, dislike, or any other claim to cancel or discontinue payment plan.

• The reason for this markup when payments are extended over time, as noted in a payment plan, it increases the financial risk and administrative overhead for Michelle Ann Design Co. There’s a longer period during which Michelle Ann Design Co must manage and track payments, and this extended timeframe inherently carries a higher risk of payment defaults or delays thus increasing liability for Michelle Ann Design Co.
• Should you select a payment plan and fail to remit payment, you will be liable for a ten percent (10%) accruing late fee per seven (7) days of outstanding of unresolved payment. Credit card chargebacks will be subject to a twenty percent (20%) additional fee. If unresolved after ten (10) days, you will be liable for collection costs, attorneys fees, and any other litigation or legal costs incurred to resolve your outstanding payment. Michelle Ann Design Co reserves the right to send you to collections for any outstanding payments owed under the terms of this Agreement. In the case of an outstanding balance or disputed charge, you will not only be responsible for accruing costs and fees, but will be banned from future purchases from Michelle Ann Design Co, and your license to use the product purchased will be revoked. Upon notice of revocation of your license to use the product, you will be given fourteen (14) days to remove any intellectual property and works owned by Michelle Ann Design Co. Further use of any product(s) after revocation and without explicit written authorization by Michelle Ann Design Co will be subject to copyright infringement action and fees at the discretion of the Michelle Ann Design Co, LLC.

C. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

III. Returns and Refunds. All digital products, websites, templates, downloads, and any other purchases made on this Site are non-refundable under any circumstances. Purchased products cannot be exchanged for other products.

IV. Product License.
A. You are not permitted to share any Michelle Ann Design Co branded products that you have purchased with any other third party or attempt to copy or re-distribute the product and/or design elements in any way.

B. Each product license is for one use of the product, which is licensed directly to you for your singular personal or business use. You are not permitted to use the Michelle Ann Design Co products on multiple websites if you have multiple businesses or personal uses, as each purchase is for a singular license to utilize the product. Any violation of this clause shall result in an immediate termination of your license to use the product and a fee equal to the cost of an approximate estimate of additional license(s) violated without authorization in addition to any attorney’s fees or other fees applicable, not as penalty, but as liquidated damages for this infringement of the intellectual property of Michelle Ann Design Co, LLC and in violation of this Agreement.

V.  Intellectual Property Rights. 
A. Unless otherwise indicated, the Site and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”) are the proprietary property of Michelle Ann Design Co. The trademarks, service marks, and logos contained (collectively, the “Marks”) therein are owned or controlled or licensed to Michelle Ann Design Co, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for Your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

B. All digital products are protected by intellectual property rights and are not permitted to be resold, repackaged, shared, or distributed without the written consent of the Michelle Ann Design Co. 

C. Michelle Ann Design Co does not tolerate any infringement, exploitation, or misappropriation of its copyrighted property by you or any other third-party entities. All of the products sold on the Sites are protected by copyright and trademark laws, and Michelle Ann Design Co shall use all measures to assert and protect its rights in those products and prevent them from being used by unauthorized users.

VI. License to Use Branded Products.
A. Any and all purchases made on the Site for any Michelle Ann Design Co branded products do not constitute purchases for ownership over the Company’s products or services. Your purchase will not qualify as transferring any ownership rights, privileges, or abilities to exercise control over the product in a manner that exceeds the limited use you are permitted under these Terms. Any and all purchases made on the Site constitute the granting of a limited, non-transferable, non-sublicensable, non-exclusive license to use the products for their intended purposes. Any use that exceeds the intended use of the Michelle Ann Design Co product shall result in the immediate revocation of this license to use the Michelle Ann Design Co’s product, and You must immediately cease Your use of the product. All digital products are to be considered shipped and delivered upon completion of the purchasing process and access to the product being granted to you by Michelle Ann Design Co. 

B. You are not permitted to make any copies of Michelle Ann Design Co branded products, provide access to it to any third parties, any persons, or entities other than yourself, your agents, and employees. You may not sublicense, distribute or pledge Michelle Anne Design Co products or any of the rights herein to any third party. Additionally, you will not use any third-party software, including any open-source software, in conjunction with any of the Michelle Ann Design Co products, unless you ensure that such use does not cause the products to become subject to any third-party license applicable to such third party software or require the public disclosure or distribution of any other products or the licensing of any products, software, or material for the purpose of making derivative works. Finally, you shall not modify, translate, reverse engineer, decrypt, decompile, disassemble, create derivative works based on, or otherwise attempt to discover the Company’s source code or underlying ideas, techniques, or algorithms.

VII. Site Shop Credit. Michelle Ann Design Co, LLC requires you to include a credit to Michelle Ann Design Co in your website footer when you use any Michelle Ann Design Co branded product. No compensation will be granted for including credit to Michelle Ann Design Co.

VIII. Editing and Updating Products. Michelle Ann Design Co has produced the products and services on its Site for the purpose of providing you a template that you can customize to fit your unique needs as a part of your online presence. You understand that you are responsible for editing the template once you have received it to ensure that it will function properly on your website. Michelle Ann Design Co is not required to assist in setting up the template once you have received it. You may contact the Michelle Ann Design Co if you are experiencing any technical issues not of your own creation, so that Michelle Ann Design Co may discover the issue and attempt to remediate it if it is an issue inherent in the software. You are permitted to edit the template within the boundaries, parameters, and instructions that are built into the template. You are not permitted to edit the template beyond the established boundaries, and any attempt to do so will result in a violation of these terms and conditions and will void your license to use the template.

IX. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to Michelle Ann Design Co are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

X. Modification and Interruptions. We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to You or any third party for any modification, price change, suspension, or discontinuance of the Site. It is Your responsibility to review this policy for any changes or updates to the “Last updated” date, and if such an update has occurred then to examine these terms and conditions for the newest provisions or modifications.

XI. Intellectual Property Use and Ownership. You acknowledge and agree that:
A. Each product and service marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license agreement posted with/made available to you through a link accompanying the display or description of that specific product or service.

B. You will comply with all terms and conditions of the specific license agreement for any product or service you obtain through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services. You will not cause, induce or permit others' noncompliance with the terms and conditions of any of these product and service license agreements.

C. Michelle Ann Design Co is and will remain the sole and exclusive owner of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product's or service's license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.

XII. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

XIII. ADDITIONAL TERMS AND CONDITIONS
A. OVERNING LAW. The Parties have entered into this Agreement in the State of Virginia and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes arising out of the Agreement shall be determined in accordance with the laws of the State of Virginia, United States of America, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction. In the event of any action or proceeding arising out of, relating to or concerning this Agreement, or litigation arising from the terms and conditions of this agreement, including, without limitation, any claim of breach of contract, shall be determined in accordance with the laws of the state of Virginia, and that venue of any action will be located in the District Court of the United States. 

B. BINDING EFFECT. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. 

C. INDEMNIFICATION. To the extent permitted by applicable laws, both Consumer and Company agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expenses whatsoever — including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements — which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement. 

D. BINDING ARBITRATION. ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE TO BE SETTLED BY BINDING ARBITRATION IN THE STATE OF VIRGINIA, OR ANOTHER LOCATION MUTUALLY AGREEABLE TO THE PARTIES. ANY ARBITRATION AWARD MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION.

E. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the parties. This agreement expressly supersedes any and all prior written and/or oral agreements, and the terms and conditions of this agreement cannot be modified without the express written consent of both parties. The terms and conditions of this Agreement shall be binding upon the parties, their personal representatives, successors and assigns, and may not be assigned to any third party beneficiary.

F. EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of Michelle Ann Design Co LLC’s intellectual property rights and confidential and proprietary information by you, Michelle Ann Design Co LLC will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. Michelle Ann Design Co LLC may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the Arbitration referenced above. You consent to the personal and subject matter jurisdiction of the federal and state courts in Prince William County, Virginia, United States of America for purposes of any such action by Michelle Ann Design Co LLC.

G. COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.

H. NO WAIVER. If the Parties choose to waive one provision of this agreement, that does not mean that any other provision is also waived. The party against whom a waiver is sought to be effective must have signed a waiver in writing. 

I. FORCE MAJEURE: Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.