2 Hour Design Charrette

This INTERIOR DESIGN SERVICES AGREEMENT (hereinafter referred to as “Agreement”) is made and effective as of the date of purchase (hereinafter referred to as the “Effective Date”), by and between the purchaser (hereinafter referred to as “Client”), with a principal address located at the Project Address (indicated at time of purchase - may include remote services), and MOTIV Interiors LLC, a Tennessee limited liability company, with a principal business address located at 106 Rolynn Drive, Nashville TN 37210 (hereinafter referred to as “MOTIV Interiors”) (collectively referred to as “Parties”).

NOW THEREFORE, For good and valuable consideration, the receipt and sufficiency the Parties acknowledge, CLIENT and MOTIV Interiors LLC agree as follows:

1. DESCRIPTION OF SERVICES AND PAYMENT

CLIENT engages MOTIV Interiors to provide to CLIENT and MOTIV Interiors LLC will provide to CLIENT the services and deliverables as enumerated on Exhibit A to this Agreement (collectively referred to as the "Design Consultation Services") in connection with an interior design project located at the Project Address in exchange for payment of the fee specified and the reimbursement of any associated fees specified on any Exhibits attached to this Agreement, to be delivered upon the execution of this Agreement. CLIENT acknowledges and agrees that all payments made to MOTIV Interiors LLC are non-refundable. CLIENT acknowledges that CLIENT has bargained only for the scope of Signature Design Services indicated, which may be limited to two hours purchased and include no promise of any level of progress on any of the services or deliverables enumerated. For avoidance of doubt, any additional services requested by CLIENT beyond the scope specified in this Agreement will require a separate agreement and separate compensation.

2. DISBURSEMENTS AND OTHER REIMBURSABLE EXPENSES

In addition to the Design Fee, disbursements and other out-of-pocket expenses incurred by MOTIV Interiors LLC in connection with the Project shall be compensated (example: travel and meals if the project is more than 1 hour from MOTIV Interiors) and the corresponding invoice and reimbursed by CLIENT to MOTIV Interiors LLC upon receipt of that invoice. Examples of reimbursements include but are not limited to: app charges for scanning an interior space and other services obtained through third party apps, travel costs, printing services, construction documentation, duplications of plans and specifications, receiving company charges, and samples. MOTIV Interiors LLC shall make every effort to advise CLIENT of any disbursements and/or reimbursable expenses prior to incurring them on CLIENT’s behalf. CLIENT understands and agrees that Disbursements and Other Reimbursable Expenses, like all other invoiced charges in this Agreement, are non-refundable.

3. PROFESSIONAL CONDUCT AND EXCLUSIVITY

CLIENT acknowledges and agrees that MOTIV Interiors is subject to and will adhere to the ASID Code of Ethics and Professional Conduct (“ASID Code”), a link to a current copy of which is included on Exhibit B. CLIENT agrees CLIENT will not take any action that places MOTIV Interiors in violation of those or any other applicable rules, codes or laws. In particular, CLIENT acknowledges that the ASID Code prohibits the engagement of more than one designer at a time. Therefore, CLIENT warrants and represents that no other design services provider is currently engaged by CLIENT, and CLIENT agrees not to engage any other interior design or decorating services provider during the Term of this Agreement.

4. CLIENT RESPONSIBILITIES

CLIENT will provide MOTIV Interiors LLC with any and all information determined necessary by MOTIV Interiors. CLIENT will provide access to the Project site. CLIENT will make prompt payment at the time of execution of this Agreement.

5. REMEDIES

In addition to any other right or remedy provided by law, if CLIENT fails to pay for the Design Services when due, MOTIV Interiors LLC reserves the right to treat such failure to pay as a material breach of this Agreement and may terminate this Agreement and/or seek legal remedies.

6. MOTIV Interiors LLC DRAWINGS AND DOCUMENTS

CLIENT acknowledges and agrees that any drawings, documents or other materials created by MOTIV Interiors LLC contain intellectual property owned by MOTIV Interiors LLC and cannot be used by CLIENT or shared with any vendor or other entity by CLIENT absent MOTIV Interiors LLC’s written consent. MOTIV Interiors may in its sole discretion grant CLIENT the right to share its intellectual property with contractors, trades, installers, or other service providers subject to a release signed by that service provider (see Exhibit C). CLIENT acknowledges and agrees that monetary damages cannot adequately compensate MOTIV Interiors, LLC for unauthorized uses of its intellectual property and that MOTIV Interiors will be entitled to injunctive relief in the event of unauthorized use of its intellectual property.

7. CONTRACTORS AND CONSULTANTS

CLIENT understands and agrees that MOTIV Interiors LLC is not acting as a general contractor and is not providing contractor or construction services. MOTIV Interiors LLC provides no warranty, guarantee, certification, or responsibility for the performance, quality, or timely completion of any work performed or materials installed by Contractor(s), trades, installers or other service providers, their agents or employees. MOTIV Interiors has no responsibility for any patent infringements, copyright infringements, trademark, or service mark infringements of or by any materials incorporated into the Project or for the negligence or actions of any contractors, installers or third parties. All third-party installers, contractors and other parties working on the Project are responsible for their own negligence, errors, omissions, and activities.

8. PERMITS

CLIENT is solely responsible for permitting and/or obtaining any and all approvals and other compliance measures required by any relevant governmental agency, homeowners’ association or other relevant authority, along with any costs associated therewith.

9. PHOTOGRAPHS and PUBLICITY

CLIENT agrees to allow MOTIV Interiors LLC and/or MOTIV Interiors LLC’s representatives to photograph and/or videotape the Project during all stages of Signature Design Services including when the Project is complete. CLIENT also agrees to take part in other activities if and in the manner(s) indicated below. Photographs, videotape, audio recordings, and other materials created under this paragraph (“Materials”) will be used in accordance with the permissions specified below and for business purposes, including, but not limited to: press, publications, online, social media, marketing, advertising, and print (“Authorized Uses”). CLIENT consents to the use of CLIENT’s image, likeness, and voice and to the use of images of CLIENT’s home (or other property that has been the subject of the Signature Design Services) in connection with the Authorized Uses. MOTIV Interiors LLC will not disclose the Project address or CLIENT’s name without prior written consent, though the city or state are often referenced. CLIENT acknowledges and agrees that all Materials created by MOTIV Interiors under this paragraph and the intellectual property embodied therein will be solely owned by MOTIV Interiors LLC, free from any claim whatsoever by CLIENT, and may be edited and reproduced by MOTIV Interiors in connection with the authorized uses. Costs of photographs and publicity are the responsibility of MOTIV Interiors LLC and will not be charged to CLIENT.

10. TERMINATION

This Agreement may be terminated by MOTIV Interiors LLC for any reason at any time.In the event of such a termination, in addition to any other remedies available to it by law, MOTIV Interiors LLC shall be entitled to compensation for any and all of the Signature Design Services performed through the date of termination and Client shall not have any rights to use any deliverables from MOTIV Interiors LLC under this Agreement except upon written consent from MOTIV Interiors LLC provided after termination and payment of all amounts due MOTIV Interiors LLC.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

CLIENT acknowledges that MOTIV Interiors LLC is not responsible for completion of any Signature Design Services. To the fullest extent permitted by law, MOTIV Interiors LLC’s liability to CLIENT in regard to any losses, claims or liabilities arising out of or relating to this Agreement and/or the Signature Design Services rendered by MOTIV Interiors LLC pursuant to this Agreement shall not, for any reason, exceed the total amount of fees actually paid by CLIENT to MOTIV Interiors LLC under this Agreement. CLIENT understands and agrees that MOTIV Interiors LLC is not responsible for any consequential damages; nor is MOTIV Interiors LLC responsible for any loss, damage or delay that is caused by any reason beyond MOTIV Interiors LLC’s reasonable control. In addition, by entering into this Agreement, CLIENT understands and agrees that MOTIV Interiors LLC shall not be held liable under any contract that CLIENT may have with any other person or entity, including but not limited to any contracts that CLIENT may have with any vendor, supplier, trade or other design professional (even if MOTIV Interiors LLC recommended such person or entity to CLIENT). CLIENT agrees to indemnify, defend and hold MOTIV Interiors LLC harmless to the fullest extent permitted by law from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) relating to or arising out of the negligence, failure, acts or omissions on the part of any architect, vendor, supplier, trade or agent hired or retained by CLIENT. MOTIV Interiors has no responsibility for: (i) compliance of Client’s construction, design, plans and specifications for the Project with applicable construction and other codes; (ii) defects in the construction or manufacture of any furniture utilized in the Project; (iii) any defects in or matters or issues arising out of any furniture selected or directed to be used by Client; (iv) defects in any paints, fabrics, woods, tile products, interior and exterior finishes, lighting or plumbing fixtures, appliances, equipment, furnishings, artwork, decor or any other materials incorporated into the Project. It is acknowledged that Designer shall not have control over or charge of and shall not be responsible for construction or installation means, methods, techniques, sequences, procedures, or safety precautions in connection with work done at the Project.

12. DISPUTES

All legal proceedings arising out of or in connection with these Terms will be brought only in Davidson County, TN. Each party submits to the exclusive jurisdiction of the state and federal courts sitting in Davidson County, TN and waives any jurisdictional, venue, or inconvenient forum objections to such courts. CLIENT expressly consents to extraterritorial service of process. In the event of a dispute, both Parties shall attempt to resolve the dispute by mediation services in Davidson County, TN. The parties shall select a mutually acceptable mediator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select a mediator and the two mediators in turn shall select a third mediator to preside over the matter.

13. SURVIVAL

All rights and obligations, which are, by their nature, continuing (including but not limited to indemnification obligations, payment obligations, covenants concerning intellectual property, MOTIV Interiors LLC’s right to withhold merchandise in the event of CLIENT’s non-payment, and MOTIV Interiors LLC’s right to use photographs of the Project) shall survive termination or expiration of this Agreement.

14. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties and supersedes any other agreement or representation by CLIENT or by MOTIV Interiors LLC, whether oral or written concerning the subject matter of this Agreement.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable to the extent possible, subject to any limitations imposed by a court of competent jurisdiction.

16. AMENDMENT

This Agreement may only be modified or amended in writing, signed by both CLIENT and MOTIV Interiors LLC.

17. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the State of TENNESSEE applicable to contracts entered into and performed within the State of TENNESSEE. IN WITNESS WHEREOF, the CLIENT and MOTIV Interiors LLC have executed this Interior Signature Services Agreement as of the date of purchase of services.

EXHIBIT A - SCOPE AND PAYMENT

In exchange for a Design Fee of $2,200.00 MOTIV Interiors LLC will provide CLIENT with 2 hours of design consultation. CLIENT acknowledges and agrees that MOTIV Interiors LLC does not guarantee completion or any other particular point of progress with respect to any of the Services rendered. Upon execution of this Agreement, CLIENT will pay to MOTIV Interiors LLC the Design Fee specified above, along with any expenses identified below. In addition, in the event a Purchase Proposal is appended to this Agreement, CLIENT will also pay the Purchase Fee separately.

EXPENSES: App charges for scanning an interior space and other services obtained through third party apps; (Cost varies: approximately $0.15 per square foot of scanned area). Travel costs (if more than 1 hour away from MOTIV Interiors) Printing services Construction documentation Duplications of plans and specifications Receiving company charges Storage charges Delivery charges Samples Other as specified

EXHIBIT B - ASID CODE OF ETHICS AND PROFESSIONAL CONDUCT

Link to ASID Code of Ethics and Professional Conduct: CLICK HERE or copy/paste the link below to your browser: https://www.asid.org/lib24watch/files/download/11528/72acfb02e2b83e8325fda91203f24b1c90213ebf‍ ‍