Terms & Conditions — Divine Design

These Terms & Conditions ("Terms") are a binding agreement between Divine Design LLC ("Divine Design," "we," "us," or "our"), a Wyoming limited liability company, and the person or entity that accesses or uses our services ("Client," "you"). By engaging our services, signing an Order or license agreement referencing these Terms, purchasing a product, clicking to accept, or using our websites, you agree to these Terms. If you accept on behalf of an organization, you represent that you are authorized to bind it.

1. Definitions

"Services" means, collectively, our technology-licensing, consulting and strategy, and health & wellness coaching services, and the sale of wellness products, together with our websites.
"Platform Technology" means our proprietary software and technology — including the data/personalization engine, scheduling engine, multi-domain blog system, dynamic landing page creator, personalization SDK, and all associated code, designs, and documentation — that we own and license.
"Licensee" means a party we authorize to use the Platform Technology under a license agreement.
"Products" means dietary supplements and other wellness products we offer for sale.
"Coaching Services" means our health and wellness coaching and educational offerings.
"Order" means an order form, proposal, license agreement, or statement of work referencing these Terms.
"Client Content," "Personal Data," "Confidential Information," "Sub-processor" have the meanings customarily given and as used herein.

2. The Services; Changes

Divine Design provides (a) licensing of the Platform Technology to Licensees; (b) consulting, strategy, and advisory services; (c) health & wellness Coaching Services; and (d) the sale of Products. Specific scope, deliverables, and fees are set out in the applicable Order, license agreement, or product listing. We may modify, update, or discontinue elements of the Services from time to time for improvement, security, or legal compliance.

3. Accounts and Eligibility

You must provide accurate information, keep any credentials confidential, and are responsible for activity under your account. You must be at least 18 and able to form a binding contract.

4. Order of Precedence

If the documents governing your relationship with us conflict, the order of precedence is: (1) a mutually signed Order, license agreement, or master agreement; (2) the data-protection terms in Section 12; (3) these Terms; and (4) any referenced policy. A conflicting term in an Order controls only for that Order.

5. Technology Licensing; Intellectual Property

The Platform Technology and all related intellectual property are owned exclusively by Divine Design and its affiliates. We grant Licensees only the rights expressly set out in a separate written license agreement; absent such an agreement, no license to the Platform Technology is granted. Any license is limited, non-exclusive, non-transferable, and revocable, and confers no ownership. You may not copy, modify, reverse engineer, decompile, resell, sublicense, or create derivative works of the Platform Technology, or remove proprietary notices, except as expressly permitted. All improvements, modifications, and derivative works of the Platform Technology are and remain the sole property of Divine Design, and are assigned to Divine Design automatically upon creation. Our names, logos, and trademarks may not be used without written permission. All rights not expressly granted are reserved.

6. Consulting Services

Consulting and strategy services are provided as described in the applicable Order or statement of work. Unless expressly stated, our consulting is advisory; we do not guarantee any particular business, financial, or other outcome, and you remain responsible for your own decisions and their results. Work product created specifically for you in a consulting engagement is licensed or assigned to you as stated in the Order, excluding our pre-existing materials and the Platform Technology, which remain ours.

7. Health & Wellness Coaching; Medical Disclaimer

Important — please read. Our Coaching Services provide general educational and informational support for lifestyle and wellness goals. They are not medical advice, diagnosis, or treatment, and are not a substitute for care from a licensed physician or qualified healthcare provider. We are not acting as your physician, dietitian, psychologist, or therapist, and no practitioner-patient relationship is created. Always consult a qualified provider before changing your diet, exercise, supplement, or medication routine, and never disregard or delay professional medical advice because of information provided through the Services. If you have or suspect a medical condition or emergency, contact a qualified provider or call your local emergency number. Individual results vary and are not guaranteed.

Scope of coaching. Our Coaching Services address general wellness, lifestyle, and functional goals only. They are not intended for the diagnosis, treatment, or management of any named disease or medical condition. You agree not to rely on the Coaching Services for such purposes. You understand that if you disclose a diagnosed medical condition, we cannot and will not provide advice regarding that condition, and we will refer you to your qualified healthcare provider. You remain responsible for obtaining appropriate medical care for any medical condition, and for continuing any care directed by your provider.

8. Products (Supplements); FDA/DSHEA Disclaimer

These statements have not been evaluated by the Food and Drug Administration. Our Products are not intended to diagnose, treat, cure, or prevent any disease. Consult your physician before using any dietary supplement, particularly if you are pregnant or nursing, taking medication, or have a medical condition. Keep out of reach of children. Individual results vary.

Product orders. All Product orders are subject to acceptance and availability. Prices, descriptions, and availability may change without notice, and we may limit or cancel quantities or refuse an order. Title and risk of loss pass to you on delivery to the carrier. You are responsible for providing accurate shipping information. Returns, refunds, and exchanges are handled per our then-current return policy or, absent one, by contacting support@d3designs.net; perishable, opened, or consumable items may be non-returnable except where required by law.

9. Client Content and Feedback

You retain ownership of content and materials you provide ("Client Content"), and grant us a limited license to use it to provide the Services. You represent you hold the rights to your Client Content. If you provide suggestions or feedback, you grant us a perpetual, royalty-free license to use it without restriction.

10. Fees and Payment

Fees. License fees, consulting fees, coaching fees, and Product prices are as stated in your Order, engagement, or listing.
Methods. License and consulting fees are typically invoiced and paid by bank transfer/ACH. Coaching and Product payments are processed through PowerPay Direct and its licensed processing partners. You authorize charges to your payment method on file for all fees, including recurring fees, until cancelled.
Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our net income.
Late payment. We may suspend services and charge reasonable late fees and collection costs permitted by law.
Refunds. Except as required by law, as stated in an Order, or under our return policy for Products, fees are non-refundable.

11. Third-Party Services and Availability

Our Services rely on third-party platforms, infrastructure, hosting, payment, and communications providers. Your use of those may be subject to their terms. Divine Design does not control and is not responsible for third-party services, including their availability, uptime, interruptions, data loss, or any security incident on their systems. We use commercially reasonable efforts to keep the Services operating but do not guarantee uninterrupted availability.

12. Data Protection and Privacy

Our handling of Personal Data is described in our Privacy Policy, incorporated by reference. Where our licensed Platform Technology processes Personal Data on a Licensee's behalf, the Licensee is the controller and Divine Design acts as its processor, processing such data only on documented instructions and not for our own purposes. For our own coaching, consulting, and Product customers, Divine Design is the controller. We engage Sub-processors under appropriate protections, maintain reasonable security safeguards, and will notify affected parties of a confirmed data breach without undue delay.

13. Confidentiality

Each party will use the other's Confidential Information only to perform under these Terms, disclose it only to personnel with a need to know who are bound by confidentiality, and protect it with at least reasonable care. This excludes information that is public, already known, independently developed, or required to be disclosed by law (with notice where permitted).

14. Representations, Warranties, and Disclaimers

Each party represents it has authority to enter into these Terms. You represent that your use of the Services complies with law.

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, DIVINE DESIGN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY OF HEALTH OR WELLNESS RESULTS. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL ACHIEVE ANY PARTICULAR RESULT.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. SUBJECT TO THE EXCLUSIONS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR PRODUCTS WILL NOT EXCEED THE AMOUNTS YOU PAID TO DIVINE DESIGN IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exclusions from the cap. The limitations above do not apply to: (a) your payment obligations; (b) a party's indemnification obligations; (c) breach of confidentiality; (d) your infringement or misappropriation of Divine Design's intellectual property; or (e) a party's gross negligence, willful misconduct, or fraud. Nothing in these Terms limits liability that cannot be limited under applicable law.

16. Indemnification

You will defend, indemnify, and hold harmless Divine Design and its officers, members, employees, and agents from and against third-party claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising from or relating to: your Client Content; your use of the Services or Products; your violation of these Terms, an Order, or law; or your infringement of any third-party right. We will notify you of the claim, allow you to control the defense with our reasonable cooperation, and not settle in a way that imposes liability on you without your consent.

17. Term, Termination, and Data Handling

These Terms apply while you use the Services or as stated in your Order. Either party may terminate as provided in the Order or for material breach not cured within thirty (30) days of written notice. On termination, your right to use the Services and any license ends. You may export your Client Content for thirty (30) days after termination, after which we may delete it, subject to legal retention and routine backups. Sections that by their nature should survive (including 5, 7, 8, 9, 13, 15, 16, 18) survive.

18. Governing Law; Dispute Resolution

Governing law. These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules.

Informal resolution first. Before any formal proceeding, the parties will attempt in good faith to resolve the dispute; if not resolved within thirty (30) days, either party may proceed as below.

Binding arbitration. Except as provided below, any dispute arising out of or relating to these Terms, the Services, or Products will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, seated in Wyoming (proceedings may be remote). Judgment on the award may be entered in any court of competent jurisdiction.

Class-action and jury waiver. Disputes will be conducted only on an individual basis and not as part of any class, collective, consolidated, or representative proceeding. To the fullest extent permitted by law, each party waives any right to a jury trial. If the class-action waiver is found unenforceable as to a claim, that claim proceeds in court while the rest of this Section remains in effect.

Carve-out for injunctive and IP relief. Either party may bring an action in the state or federal courts in Wyoming for injunctive or equitable relief to protect its intellectual property, Confidential Information, or proprietary rights, and consents to that jurisdiction and venue. Either party may also bring a qualifying individual claim in small claims court.

19. Changes to These Terms

We may update these Terms from time to time. For material changes, we will revise the "Effective date" and provide reasonable notice. Continued use after changes take effect constitutes acceptance; if you do not agree, stop using the Services.

20. Export Controls, Sanctions, and Anti-Corruption

You represent that you are not located in, or acting for, any embargoed or sanctioned country or party, and are not on any U.S. restricted-party list, and you will comply with applicable export-control, sanctions, and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act).

21. Electronic Communications and Signatures

You consent to receive communications electronically and agree that electronic acceptance, records, and signatures have the same legal effect as handwritten ones. Notices to you may be sent to the email or account on file; notices to us go to support@d3designs.net.

22. Publicity

Unless your Order states otherwise, Divine Design may identify you as a client or Licensee and use your name and logo in customer lists and marketing, consistent with any brand guidelines you provide. You may withdraw this permission in writing.

23. General

These Terms, with any Order and referenced policies (including our Privacy Policy), are the entire agreement and supersede prior understandings on their subject matter. If any provision is unenforceable, the rest remains in effect. You may not assign without our consent; we may assign to an affiliate or in a merger, financing, or sale of assets. Neither party is liable for delays beyond its reasonable control. No waiver is effective unless in writing. Nothing creates a partnership, agency, or employment relationship.

24. Connected Accounts and Integrations

Some Services operate on data in accounts you already control — for example email, calendar, file storage, or CRM systems ("Connected Accounts").

Your authorization controls our access. We access a Connected Account only after you authorize it, and only within the permission scopes you grant. We act on your instructions with respect to that data.
You are responsible for the authority to connect. You represent that you own the Connected Account or are authorized to connect it, including where it belongs to your employer or organization, and that connecting it does not violate your agreement with the account provider or the rights of anyone whose information it contains.
Provider terms continue to apply. Connected Accounts remain governed by their providers' terms. We are not responsible for a provider's availability, changes to its interfaces, or its suspension of access.
You may disconnect at any time through the provider's settings or by asking us. Disconnection stops further access. Deletion of the underlying data follows the schedule in the Privacy Policy (Connected Account retention), and handling of work product on termination is governed by Section 17.
Use limits. We use Connected Account data only to provide the Services you requested. We do not use it for advertising, we do not sell it, and we do not use it to evaluate creditworthiness, lending eligibility, or any similar determination. See the Privacy Policy for the full commitments that apply to data obtained through Google APIs.

25. AI-Assisted Services, Assistants, and Dashboards

What these are. Certain deliverables — custom assistants and GPTs, prompts and instruction sets, workflows, automations, dashboards, and reports (collectively, "AI Deliverables") — are configured by us and operate on models and platforms provided by third parties.
Outputs are drafts, not determinations. AI-generated output may be incomplete, outdated, or wrong, and may vary between runs. You are responsible for reviewing output before relying on it or acting on it, and for any decision you make. AI Deliverables are not, and do not provide, legal, tax, accounting, medical, or investment advice.
Not for regulated decisions. You will not use AI Deliverables, or any output, to make or materially inform decisions about credit, lending, insurance, employment, housing, or any other decision subject to fair-lending, fair-credit, or anti-discrimination law. No agreement between us overrides a data provider's restrictions on the use of data obtained through its interfaces, including the Google restrictions described in the Privacy Policy; those restrictions apply regardless of any written arrangement, consent, or compliance review. Information you supply separately and directly for a financing or funding application is not, and may not be, drawn from or informed by Connected Account data.
Model providers. Output quality, availability, and behavior depend on third-party model providers, whose terms and capabilities may change. We do not warrant continuous availability or consistent behavior of any model.
Your data and model training. We do not use your Client Content or Connected Account data to train general-purpose models, and we do not permit any provider to do so. We process such data only through provider arrangements we have verified prohibit training on it; where no compliant arrangement is available for a feature, we do not send your data to that provider.
Ownership and license — deliverables. As between the parties, and on payment in full: (a) Client-specific work — the prompts, instruction sets, configurations, dashboard definitions, and reports we build to your specifications, together with your data in them, are yours. (b) Framework components — our pre-existing and reusable methods, templates, libraries, and components embedded in a deliverable remain ours, and we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, run, modify, and maintain them solely as part of the deliverable, including through your own personnel or contractors. (c) Third-party and open-source components are licensed to you by their licensors on their own terms, which we will identify on request. (d) Improvements that are generalizable and contain none of your confidential information or data remain ours. Nothing in Section 5 withholds the license granted in this subsection, and to the extent Section 5 and this Section conflict as to a deliverable, this Section controls.

26. Contact

Divine Design LLC
Wyoming, USA
Email: support@d3designs.net