Engagement Agreement

The following terms are agreed to between you (the “client”) and Distill Creative LLC in the state of New York (the “company”). Please print this page and/or download it for your records.

All advance fees and reimbursements are fully refundable until services are rendered. The client is entitled to a refund of money for services not yet rendered, at any time during the process. If services have only partially been rendered, the client is entitled to a reasonable partial refund.

The client is only retaining the company on the matter detailed in the form or otherwise agreed to between the parties. Further, the company is not obligated to perform any additional services, relating to this matter that it has not agreed to until those services are agreed to by both the company and client. The company will not charge an unreasonable amount for any further services, and will base all fees, whether billed hourly or on a flat fee basis, on the company’s hourly rate of $195. Additional tasks that are billed hourly can take anywhere from one half-hour to five or six hours in extreme cases. The company will give estimates of how long such tasks will take before client agrees to them and these estimates will generally be accurate to within one half-hour. The company’s hourly rate is subject to increase as the company’s demand, experience, and client base grow. However, the company will not increase its hourly rate to an unreasonable extent.

The client gives the company permission to publicly acknowledge the client’s status as a client and to use the client’s name and branding on the company’s website in promotional materials as part of the company’s portfolio and/or blog. The client gives the company permission to write about details of the client’s service or business on the company’s website, blog, and social media, and to quote emails from the client for testimonial purposes. The client may revoke either of these privileges at any time. Regardless, the company will not reveal any information of the client’s that it deems to be sensitive. Note that any date you enter into the company’s forms or that you otherwise reveal to the company might be used for the company’s own internal analytics, or might be compiled anonymously into data reports (for example, blog posts about what percentage of the company’s clients are from a particular city). The company also makes use of Google Analytics and similar applications to track various data about visitors to its website.

The client is paying only for the specific services requested, but also for the availability of the company, as well as communication with the company. Any fees or reimbursements still held by the company after two years from the date of payment will be considered to have been earned as an “availability fee” and no longer will be refundable after that amount of time has passed, unless long-term holding has specifically been arranged between the company and the client.

The client understands that these engagement terms are subject to change from time to time and the client is responsible for checking these terms periodically. Regardless, the company will not mislead the client by promising or advertising one service and then materially altering the terms to remove its obligation to perform that service.

The client is either at least 18 years of age or has express permission and guidance from a parent or legal guardian throughout this process.

Additional Engagement Terms for First Coat Podcast and/or Distill Creative Blog Guest

The following terms are agreed to between you (the “guest”) and Distill Creative LLC in the state of New York (the “company”). Please print this page and/or download it for your records.

The Guest does hereby irrevocably consent to the recording and distribution of reproduction(s) of the Guest's voice and performance as part of the media program entitled First Coat Podcast and/or Distill Creative blog (herein referred to as the "Program").

In consideration of being invited to appear on the Program, Guest does hereby acknowledge that Distill Creative (“Podcaster”) is the sole owner of all rights in and to the Program, and the recording(s) thereof, as “works made for hire” pursuant to 17 USC §101, et.seq., for all purposes; and that Podcaster has the unfettered right, among other things, to use, exploit and distribute the Program, and Guest’s performance as embodied therein in any and all media or formats, throughout the world, in perpetuity.  Any materials created in connection with  the production and distribution of the Program (“Materials”) become property of Podcaster, and Podcaster shall have the sole and exclusive right to use, exploit and distribute such Materials, throughout the world, in perpetuity.

Guest will receive no monetary compensation for their appearances on and participation in the Program.

Guest hereby waives the opportunity or right to inspect or approve the content of the Program.

Nothing contained in this Additional Engagement Terms for First Coat Podcast or Distill Creative Blog Guest shall be construed to obligate Podcaster to use or exploit any of the rights granted or acquired by Podcaster, or to make, sell, license, distribute or otherwise exploit the Program or Materials whatsoever.

Guest understands and agrees that he/she shall receive no monetary compensation for appearances on and participation in the Program.

Guest's name and likeness may be used in advertising and promotional material for the Program, but not as an endorsement of any product or service.

Guest hereby releases and discharges Podcaster from any and all liability arising out of or in connection with the making, producing, reproducing, processing, exhibiting, distributing, publishing, transmitting by any means or otherwise using the above-mentioned production.

Guest is eighteen years of age or older, and is fully competent to execute this agreement, and that no other agreements currently exist which would prevent Guest transferring these right to Podcaster, or Podcaster successors and assigns. Guest acknowledges that Podcaster intends to rely on this release, and the grant of rights herein contained, and shall incur significant costs in production of the Program in reliance upon same. As a result, Guest agrees not to institute any legal action to contest the rights conveyed to you herein.

Terms and Conditions

The Terms and Conditions set forth contain important information regarding your rights and obligations. Please read carefully.

1. Applicability

1.1 These Terms and Conditions (these “Terms”) apply to any activity the visitor (referred to as “you,” “customer,” “user,” or “visitor”) engages while on the website including, but not limited to, the purchase and sale of products and services, the creation of user accounts, generation of user content, and any other activity occurring on distillcreative.com (the “Site”). These Terms are subject to change by the owner (referred to as “seller,” “us,” “we,” “Website,” “Site,” “owner,” “Company,” or “our” as the context may require) without prior written notice at any time, in our sole discretion.

1.2 Your use of the Website following updated Terms means that you accept and agree to any changes to these Terms. It is incumbent on the customer to be aware of any changes to the Terms. Updated Terms take effect on the date listed on the Terms. The Site is not responsible for adhering to a previous version of the terms.

1.3 These Terms apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site.

1.4 The owner of the Website is based in New York in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you are solely responsible for compliance with local laws.

2. Accessing the website

2.1 We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to individual users, including registered users.

2.2 To access the Website or some of the resources it offers, you may be asked to provide certain personal details or information for registration of an account as of your use of the Website. You agree that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

2.3 If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

2.4 We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time [in our sole discretion for any or no reason, including] if, in our opinion, you have violated any provision of these Terms of Use.

3. Intentionally Deleted

4. User Contributions

4.1 The Website may contain blog posts, personal web pages or profiles, forums, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit information to other individuals (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website. All User Contributions must comply with the Content Standards set out in these Terms of Use.

4.2 Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material [for any purpose/according to your account settings]. Further, any user submissions in the form of website feedback, ideas, suggestions, comments, or questions are also deemed non-confidential and may be used by the Site or its affiliates for any reason.

4.3 You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

4.4 We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.

4.5 We reserve the right to remove or refuse any post that violates the Terms, infringes on intellectual property of the Site or a third party, is illegal, offensive, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable, or for any reason not mentioned. The Site also maintains the right to:

Disclose your identity or other information about you to any third party who claims your contribution violates a third party’s rights.

Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website.

Terminate or suspend your access to all or part of the Website for a violation of the Terms or any other reason.

1.6.You waive and hold harmless the company (and any affiliates or service providers) from any claims resulting from an action taken by the owner in cooperation with law enforcement. We reserve the right to take any measure necessary to remove content that is deemed in violation of the Terms or for any other reason in the sole discretion of the Site.

4.7 Further grounds for violation of the Terms and thus termination include, but are not limited to, any content that:

Is likely to deceive any person;

Promotes any illegal activity, or advocate, promote, or assist any unlawful act;

Causes annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;

Impersonates any person, or misrepresent your identity or affiliation with any person or organization;

To transmit, or procure the sending of, any advertising or promotional material [without our prior written consent], including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;

Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising;

Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case;

Are used with the intention of financial gain (such as affiliate-based comments, or comments designed for SEO purposes);

Use the Website in any manner that could disable, overburden, damage, or impair the Site and interfere with any other party’s use of the Website, or otherwise interfere with the proper functioning of the website; or

Use any process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

4.8 The above-referenced violations and grounds for termination should not be construed as exclusive. The Site retains the ability to remove or restrict anyone at the sole discretion of the Site.

4.9 We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

5. Intellectual Property Rights

5.1 The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

5.2 These Terms permit you to use the Site for your personal, non-commercial use only. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as it relates to your ability to access and use the website.

You must not:

Modify copies of any materials from this site.

Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

5.3 You may not use any of the products or services offered on the website in connection with your own commercial use unless permission is obtained.

5.4 If you violate these Terms, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

5.5 The Company name, any trademarks, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

6. Third Party Websites

6.1 We may occasionally post links that redirect visitors to third-party websites. We don’t endorse, control, and assume no responsibility for the privacy policies, data collection practices, or any other terms of service of another website. We will not be directly or indirectly liable for any harms that occur as a result of your visit to another website.

7. Email Subscription

You may provide your email to receive monthly updates from the Site. You may opt-out of the monthly emails by clicking the opt-out button at the bottom of the email that is sent to you.

8. Affiliate Marketing

8.1 Our website may occasionally affiliate with a product or advertiser to promote a product on our blog. Our efforts may provide the Site financial compensation each time a link is clicked or an item is bought from a third-party site advertised on our blog.

8.2 All product reviews convey the Site’s own truthful and accurate experience with the product that is being discussed.

9. Price Payment and Terms

9.1 You represent that you are of legal age to place and purchase orders, and have the legal authority to bind yourself or any organization on behalf of your purchase to these Terms. You further acknowledge that all goods purchased under these Terms are intended for personal use and will not be re-sold for commercial use, or for use by governmental or educational institutions.

9.2 Prices posted on this site may be different than prices offered by us at our retail location.

9.3 All prices of items are subject to change at any time. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

9.4 We may offer from time to time promotions that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.

9.5 Applicable sales tax will be included on all orders based on shipping address. Sales tax amount is estimated until order has shipped and shipping confirmation has been sent.

9.6 Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept payments via Stripe, Square, and PayPal for all purchases. 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 shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

9.6.1 Third Party Payment Provider. The Site uses Stripe Payments Company, PayPal, Inc., and Square, Inc. for payment processing services. By using our Site to purchase items, you agree to the use of each company’s Terms, which can be found on their respective sites (https://stripe.com/spc/legal), (https://www.paypal.com/us/webapps/mpp/ua/useragreement-full?locale.x=en_US), (https://squareup.com/legal/ua). You agree to indemnify the Site from your violations of any of the payment processing companies’ Terms. We are further not responsible for any data breaches, including the compromise of personal financial information, or any other violations of your rights in connection with the use of the payment processing companies.

10. Subscription Services

10.1 This site may offer subscriptions for the recurring purchase of items or services. Such a subscription requires that we store personal information such as your name, payment information, and email address.

10.2 To make payments, you must provide the cardholders name and address, the card number, the card security code, and the card expiration date. We will deduct the recurring fee every month from the payment method you provide to us when you create an account unless and until you communicate different

10.3 You must cancel your membership before it renews in order to avoid billing of the next month’s membership fees to the payment method you provided to us. If you do not contact us prior to the billing date, your card will be charged and termination will occur at the end of the next billing cycle.

10.4 To cancel out of recurring payments, you must notify us in writing via email at least one business day prior to the next billing date stating your intent to cancel and providing the full name and email address on the account. You may also cancel your membership by cancelling the membership on your account profile.

10.5 Cancellations are not effective until confirmation is sent to you via email, and you are responsible for all charges until cancellation is confirmed.

11. Shipments; Delivery; Title and Risk of Loss.

11.1 We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.

11.2 Title and risk of loss pass to you upon [our transfer of the products to the carrier/delivery]. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

11.3 We reserve the right to use our sole discretion to refuse the fulfillment of an order

12. Refunds and Returns

12.1 Except for any products designated on the Site as final sale or non-returnable (such as digital guides and products), we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within thirty [30] days of delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, you must return unused and with a receipt.

12.2 You are responsible for all shipping and handling charges on returned items [unless otherwise specified]. You bear the risk of loss during shipment. All returns are subject to a 20% restocking fee.

12.3 Event Cancellations and Postponement

12.3.1 If an event is cancelled and not rescheduled (a “Cancelled Event”), the Company will remove the event and any listing related to the event from the Services, and provide Buyers with notice of the cancellation and further instructions. A customer will receive a refund in the manner and within the timeline given by the Company. However, cancellations and refunds of creative consulting services, privately booked events, and retreats or trips, will be determined on a case-by-case basis, with the Company retaining the sole discretion to make such determinations.

12.3.2 If an event is postponed, the Company will work, on a case-by-case basis, to attempt to resolve the issues. Refunds will not be issued for postponed events, unless they are cancelled.

12.3.3 The Company is not responsible for any other event changes, such as partial performances, venue, line-up or time changes. No refunds will be issued under such circumstances.

12.3.4 If you purchased your class on CourseHorse, then our Refund & Cancellation policy applies to your purchase. If you are entitled to a refund, or have any questions, please visit the CourseHorse site and contact their customer service team.

13. Goods for International Sale or Export

13.1 All goods and services are exported from the United States in accordance with Export Administration Regulations.

13.2 You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

13.3 Orders that are shipped to countries outside the United States may be subject to import taxes, customs tariffs, and fees levied by the destination country or the shipping company. These charges are the customer’s responsibility and will be billed by the delivery company. We have no control over these charges and are unable to estimate them. Tariffs and taxes are neither collected nor included in your price calculation at the time of your order; for an estimate of these fees, which vary by region, contact the customs office in your area.

14. Manufacturer’s Warranty

14.1 We do not manufacture or control any of the products or services offered on our Site. Accordingly, we do not provide any warranties with respect to the products or services offered on our Site. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty.

14.2 All products and services offered on this site are provided “as is” without any warranty, including, without limitation, any (a) warranty or merchantability; (b) warranty of fitness for a particular purpose; (c) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

14.3 Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you.

14.4 You affirm that we shall not be liable, under any circumstances, for any breach of warranty claims or for any damages arising out of the manufacturer’s failure to honor its warranty obligation to you.

15. Limitation of Liability

15.1 In no event shall the Site be liable to you or any third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits, or revenues or diminution in value, arising out of, or relating to, and/or in connection with any breach of these terms, regardless of (a) whether such damages were foreseeable, (b) whether or not we were advised of the possibility of such damages, and (c) the legal or equitable theory upon which the claim is based.

15.2 REMEDY SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

15.3 The limitation of liability set forth above shall only apply to the extent permitted by law liability resulting from our gross negligence or willful misconduct and death or bodily injury resulting from our acts or omissions.

16. Force Majeure

16.1 We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when, and to the extent, such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

17. Indemnification

17.1 You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, your User Contributions, any use of the Site’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.

18. Governing Law and Jurisdiction

18.1 This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

18.2 All matters relating to the Site and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the New York without giving effect to any choice or conflict of law provision or rule (whether of the New York or any other jurisdiction).

18.3 Any action to be brought against the company is limited to three years from the date of incidence.

19. Arbitration

19.1 At Company’s sole discretion, you may be required to submit any disputes arising from the use of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to be resolved by a final and binding arbitration.

19.2 You agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of New York, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and the company

19.3 There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would.

19.4 In the event of such a dispute, the complaining party shall notify the other party in writing. Within 30 days of such notice, the parties should agree upon the selection of an arbitrator. If the parties cannot agree to the selection of an arbitrator the arbitrator shall be selected by the American Arbitration Association.

19.5 Each party shall pay its own proportionate share of arbitrator fees and expenses of the arbitrator and any fees or expenses of the American Arbitration Association, unless the arbitrator deems the claim frivolous.

20. Waiver and Severability

20.1 No waiver by the Company of any Term or Condition set out in these Terms should be deemed a further or continuing waiver of such Term or Condition or a waiver of any other Term or Condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

20.2 If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

20.3 These Terms should not be construed as the exhaustive rights and obligations of each party. The Company still may still assert any claim or right that is not contained in these Terms.

21. Entire Agreement

21.1 These Terms the entire agreement between you and Company regarding the Website and supersede all prior and current understandings, agreements, representations, and warranties that are written or agreed to orally, regarding the Website.

22. Our Contact Information

We can be contacted at: info@distillcreative.com

Past Engagement Agreement Versions

• March 20, 2023 through April 10, 2023

• December 3, 2020 through March 20, 2023

• December 3, 2020 and Earlier