1. RELATIONSHIP: DD offers, as a paid service, workshops to individuals to help them improve their leadership skills through the lens of design. By accepting the terms of this Agreement, Participant is committing to participate in one of DD’s workshops; the details of the specific workshop Participant wishes to participate in is to be based on the registration form completed separately, and incorporated herein by this reference, by the Participant.

TRANSLATION

By accepting these terms, you’re committing to coming to one of our workshops. Hooray!

2. PAYMENT: The Parties agree to the fee for the workshop Participant will be attending (the “Workshop”) listed on the DD designdept.co (www.designdept.co) at the time of Participant’s registration.

TRANSLATION

You agree to pay the Workshop fee listed on our website at the time you register for the Workshop.

3. OWNERSHIP: DD and Participant shall each retain ownership of, and all right, title and interest in and to, their respective, pre-existing Intellectual Property ("Intellectual Property" shall mean illustrations, trademarks, works of authorship, trade secrets, techniques, know-how, ideas, concepts, designs, and other content or media utilized or created by either Party, and no license therein, whether express or implied, is granted by this Agreement or as a result of the Workshop offered by DD and attended by Participant, with the exception of the Intellectual Property owner’s permission for the receiving Party to use such Intellectual Property for the purposes of Workshop facilitation.  

DD grants to Participant a royalty-free, paid up, worldwide, perpetual, revocable, non-exclusive, non-transferable license to use the curriculum, worksheets, or any other materials (“Content”) delivered by DD through the Workshop, solely for Participant’s use of that Content. Participant may not sell, transfer, or otherwise publicly share any of the Content without prior written permission of DD. DD shall retain ownership of and unrestricted right to use any Content. All rights not expressly granted above are reserved to DD. 

TRANSLATION

We each maintain ownership over our respective pre-existing intellectual property. We allow you to use our workshop materials (you know, so you can participate), but please don’t give these materials to anyone else, for any reason.

4. PROMOTIONAL LICENSE: DD grants to Participant a non-exclusive, revocable license permitting Participant to display or otherwise publicly use DD’s name, logo, and/or trademarks in connection with their participation in the Workshop. However, DD reserves the right to request immediate removal of public dissemination by Participant if any public use is considered negative or derogatory to DD or is contrary to DD’s mission or values.

TRANSLATION

If you want to mention us or your participation in our workshops elsewhere (like on social media or your blog), that’s fine! But we have the right to ask you to remove anything that mentions us if it doesn’t align with what we believe in.

5. NAME, IMAGE & LIKENESS RIGHTS: Participant understands and agrees that DD may collect, record, publish, post, transmit, and/or display Participant’s name, image and likeness and quotes, and testimonial (this includes name, biographical information, likeness, portrait, image, picture, voice, quotes, all or parts of interviews and information obtained from interviews) (collectively the “Media”) for any purpose. Participant hereby voluntarily releases and holds harmless DD, its directors, employees, and agents acting officially or otherwise, from all manner of suits, actions, claims, demands, and liabilities which may arise from such Media participation. This release applies to any and all media known, and hereafter devised, in perpetuity throughout the universe. Participant understands that all media remains the property of DD, and waive all rights to original Media, copies of Media, royalties, entitlements, payments, or any other compensation or quid pro benefits which might arise from DD’s acquisition, storage, display, publication, posting, or distribution of media as described herein. Participant understands that this Agreement constitutes a full and complete waiver of all possible claims of any nature whatsoever, including claims of negligence, personal injury or property loss, or damage, arising out of said Media participation.

TRANSLATION

By accepting these terms, you grant us a right to use your name, bio, picture, etc. for any reason. This will almost always be for marketing purposes! You also agree not to take pictures or recordings of any Content presented in the Workshop. 

6. NO RECORDING: Participant acknowledges that the Content of a  Workshop is considered valuable intellectual property. As such, Participant expressly agrees not to film or take any photographs or recordings of the Content of a Workshop, at any time, without prior approval from DD. Any usage of such photographs or recordings shall be subject to prior approval of DD, regardless of whether DD provided permission to capture such photographs and/or recordings. 

Participant acknowledges and understands that in the event that Participant films or takes photographs or recordings of the Content of a Workshop, DD will suffer actual damages that will be impractical or extremely difficult to determine. Participant agrees that in the event that unauthorized photographs or recordings are taken by Participant or any individuals invited to the Workshop by Participant, DD will be entitled to an additional fee, representing liquidated damages, amounting to 20% of the total Workshop fees agreed to under this Agreement, payable by Participant. Such additional fee shall not be considered a penalty, but rather agreed upon monetary damages sustained by DD.

Participant acknowledges and understands that it is illegal to record someone without their permission in the State of California, where DD and its facilitators are located. In California, it is a misdemeanor to record a conversation without the consent of all parties to the conversation, which can lead to fines of up to $2,500 and/or imprisonment for up to a year. In the event that DD discovers that Participant or any individuals invited to the Workshop by Participant have recorded the Workshop without the express permission of DD and the Workshop facilitator, DD may pursue any legal recourse available to it. 

TRANSLATION

You agree not to take pictures or recordings of any Content presented in the Workshop. If you do take pictures or recordings, we’ll be entitled to an additional fee. Also, recording someone without their consent is a misdemeanor, so please don’t record us without our express permission.

7. ASSUMPTION OF THE RISK: Participant acknowledges and understands that during the Workshop, Participant may be exposed to a variety of liabilities and risks, foreseen or unforeseen, which are inherent in social activities and workshops. These inherent risks include, but are not limited to, the dangers of serious personal injury, death and property damage resulting from, but not limited to: physical contact with or proximity to other participants or third parties who may carry infectious illnesses but may be asymptomatic; falling or tripping due to physical hazards, including but not limited to uneven surfaces or debris; and hazards related to catering, including but not limited to food sickness, allergic reactions, choking (collectively the “Injuries and Damages”). 

Participant further acknowledges and understands that these Injuries and Damages cannot be entirely eliminated.  Participant fully understands and agrees that DD has not tried to contradict or minimize Participant’s understanding of these risks. Participant understands that Injuries and Damages can occur by natural causes or activities of other persons, environmental circumstances, staff of DD or other third parties, either as a result of negligence or because of other reasons. Participant understands that third parties cannot necessarily be controlled, and that Participant’s safety and physical health cannot be guaranteed while participating in the Workshop.

TRANSLATION

There are always risks to meeting new people in new places! Some of these risks include (but aren’t limited to) risk of physical injury, like tripping over something, or transmission of a communicable illness.

8. LOSS BY PARTICIPANT: DD assumes no responsibility for loss of property incurred by Participant, as a result of either the acts or omissions of DD, Participant, vendors, and/or other attendees, except to the extent of any negligence or misconduct by DD, its employees, or agents. DD assumes no responsibility for any items, either personal or professional, brought by anyone to a Workshop prior to, during, or after the Workshop. Participant agrees to be solely responsible for all guests and attendees at a Workshop that were invited and/or sponsored by Participant and the acts of said guests and attendees. Participant agrees to pay for any and all damages arising out of the acts or omissions of any guests or attendees invited and/or sponsored by Participant that attend a Workshop, except to the extent of any negligence or misconduct by DD, its employees, or agents.

TRANSLATION

We won’t be responsible if any items are lost by participants during any workshop.

9. WAIVER OF LIABILITY FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE: In acknowledging the foregoing ASSUMPTION OF THE RISK section, PARTICIPANT CONFIRMS THEIR  UNDERSTANDING OF THE FOLLOWING: To the fullest extent allowed by law, Participant agrees to WAIVE AND DISCHARGE CLAIMS AGAINST, RELEASE FROM LIABILITY, INDEMNIFY, AND HOLD HARMLESS DD and its parents, subsidiaries and affiliates and their respective past and present officers, directors, stockholders, managers, members, partners, agents and employees (collectively, “Released Parties”) from and against ANY AND ALL LIABILITY on account of, or in any way resulting from, any Participant’s death or personal injury relating to Participant’s participation in the Workshop, even if caused by NEGLIGENCE of the Released Parties; Such negligence could involve negligent assessment of the Workshop’s feasibility. Participant understands and intends that the assumption of risk and release is binding upon Participant’s heirs, executors, administrators and assignors. This waiver and release is intended to be as broad and inclusive as is permitted by law. 

TRANSLATION

Fair warning, this is intense.

If you are injured, your property is damaged, or you die as a result of your participation in a workshop, you agree not to sue us or to allow your estate to sue us.

10. WAIVER OF UNKNOWN CLAIMS: Participant has read Section 1542 of the California Civil Code, which provides as follows: 

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Participant understands that Section 1542 allows that Participant not to release existing claims of which the Participant is presently unaware, unless the Participant voluntarily chooses to waive this right. Having been so apprised, Participant nevertheless hereby voluntarily elects to, and does, waive the rights described in Section 1542, and elects to assume all rights for claims that now exist in the Participant’s favor, known or unknown, for the subject of this Agreement. 

TRANSLATION

If the previous section was intense, this one is boring.

You might not know certain claims exist when you accept these terms. However, you still agree not to sue us, regardless of what those unknown claims might be.

11. NON-DISCLOSURE: Participant and DD acknowledge that in connection with this Agreement they may have occasion to receive or review certain confidential or proprietary business information and materials of the other Party. Both Parties undertake at all times, both during and subsequent to this Agreement, not to disclose, except solely to the extent that such disclosure is authorized in writing by the other Party, and not to use, except for the purposes specifically contemplated by this Agreement, all information which is of a confidential nature and of value to either Party. This includes but is not limited to either Party’s branding, processes, business methods and lists, and particulars of clientele or other commercial information whether or not that information is contained in documents marked as confidential, DD’s Content. This does not include such information which is now, or hereafter becomes, available in the public domain or is generally known, or hereafter becomes known, through no fault of the receiving Party.

TRANSLATION

We are agreeing not to share any of your confidential information with any third party, and you agree that you won’t share our confidential information.

12. PERFORMANCE: DD shall make best efforts to produce an informative and positive Workshop experience for Participant, but DD makes no representations, guarantees, or warranties as to the effectiveness or performance of the services delivered through the Workshop. DD’s services may be combined, integrated, or used with third party products, services, materials, venues and/or any other materials (“Third Party Service”). DD is responsible for obtaining all necessary licenses and permissions for Third Party Service. DD shall indemnify and hold Participant harmless from any and all claims, liabilities, costs, losses, damages, or expenses (including attorney fees) arising from any Third Party Service.

In the event of any changes by Third Party Services that materially affect the date or performance of the Workshop, DD shall provide notice to Participant and make every effort to find an acceptable alternative to the Third Party Services or find a replacement service at the same or similar cost. If such a situation should occur and a suitable alternative or replacement is not found, responsibility and liability is limited to the return of the fee received for payment of the Workshop registration.

TRANSLATION

We do our best to provide a great experience, but sometimes things are out of our control, like platforms provided by third parties. We’ll try our hardest to make sure everything goes off without a hitch, but in the event that we can’t, our liability is limited to a return of your payment for the Workshop registration.

13. TRAVEL INSURANCE: If Participant will be traveling in order to attend the Workshop, DD strongly encourages Participant to purchase and maintain travel insurance during the entire length of travel for the Workshop (including through their return date). Participants that choose to purchase coverage are individually responsible for paying for travel insurance and ensuring adequate coverage. Coverage should ideally include, but not be limited to: illness, injury, property damage, loss of personal items, death, cancellation and any other potential losses, damages, expenses, and/or liabilities. DD is not responsible or liable for any loss, damage, expense, cost, or any other travel issue.

TRANSLATION

If you’ll be traveling to the Workshop, we highly recommend purchasing travel insurance, just in case! This is your responsibility, not ours.

14. WARRANTIES: DD represents and warrants that DD has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state, and local laws, ordinances and regulations. DD further represents and warrants that to the best of DD’s knowledge, the final services provided by DD and DD’s subcontractors do not infringe the rights of any party, and use of anything in connection with the services will not violate the rights of any third parties; however, DD expressly disclaims any warranty in regard to intellectual property infringement due to the fact that DD does not conduct infringement or trademark searches. Participant represents and warrants that Participant has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable federal, state, and local laws, ordinances and regulations. Participant additionally represents and warrants that any information supplied to DD for purposes of this Agreement shall not subject DD to any liability whatsoever for infringement or otherwise.

TRANSLATION

This is really just a set of promises that we are agreeing to. They’re about our legal obligations, so this is important to read!

15. INDEMNIFICATION: Each Party shall defend indemnify and hold harmless the other Party, including affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all claims of third parties, and all associated losses, to the extent arising out of (a) Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or obligations under this Agreement. 

TRANSLATION

If one of us does something to get the other into trouble, it’s up to the troublemaker (sorry, no judgment) to step in and help get the other party out of trouble.

16. ENTIRE AGREEMENT: This Agreement will constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the Parties with respect to the subject matter of this Agreement. The Agreement may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document. The execution of this Agreement by electronic transmission will constitute effective execution and delivery of this Agreement for all purposes. No modification of these Terms will be binding unless in writing and signed by both Parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.

TRANSLATION

This Agreement, along with your registration form, form the whole agreement between us.

17. SEVERABILITY AND NON-WAIVER: If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. Any failure by DD to require Participant’s performance of any provision in this Agreement shall not affect DD’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

TRANSLATION

If we decide not to enforce certain parts of this Agreement, we can still enforce those parts or other parts at a different time.

18. ASSIGNMENT: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Except for the purposes specifically contemplated by this Agreement, the Parties shall not transfer, assign, or delegate any of its rights, obligations, or duties hereunder to another agency without the other Party’s prior written consent. Any attempted unpermitted assignment or delegation in contravention of this provision shall be null and void. 

TRANSLATION

Neither of us is allowed to transfer our obligations or rights under this Agreement to someone else, without first getting permission from the other. 

19. FORCE MAJEURE: DD shall not be deemed in breach of this Agreement if DD is unable to offer the Workshop or any portion thereof by reason of fire; earthquake; labor dispute; act of a public enemy; death, illness, or incapacity of DD or any of DD’s employees or independent contractors; any local, state, federal, national or international law, governmental order or regulation; declaration of any national or state emergency;  pandemic or global health crisis; or any other event beyond DD’s control (collectively “Force Majeure Events”). Upon occurrence of any Force Majeure Event, DD shall give notice to Participant of its inability to perform or of delay in offering the Workshop and shall propose a new date for the Workshop.

TRANSLATION

If something happens that’s out of our control that causes delay in the workshop, we won’t be at fault. We will let you know if there is a delay and will try our best to move the Workshop to a different date.

20. REMOTE EVENTS; CANCELLATION POLICY: In the event that circumstances beyond DD’s control require changes to Workshop programming, Participant understands and expressly agrees that DD may hold the Workshop remotely, via video conference or other telecommunication methods, and that in doing so DD will not be deemed to have cancelled or rescheduled the Workshop. In such event, this Agreement shall remain in full force and effect.  The obligation of Participant to make payment to DD according to the terms of this Agreement is not conditioned on Participant’s satisfaction with the Workshop or how it is held. 

If Participant’s plans change, or if any adjustments from in-person to remote Workshops will not work for Participant,  Participant shall email DD at hello@designdept.co as soon as possible. While we cannot transfer Participant’s Workshop ticket or allow for substitutions should you wish to cancel, we may be able to help you with a refund according to the following timelines:

• Notice given to DD two (2) or more months before the workshop: Registration is 100% refundable.

• Notice given to DD less than two (2) months but more than one (1) month before workshop: DD will refund 50% of Participant’s registration fee.

• Notice given to DD less than one (1) month before workshop: Registration is non-refundable.

This policy is subject to change. DD will notify registered participants of any changes to this policy.

Translation

We may need to make our Workshops virtual, depending on extreme circumstances; this won’t be considered a cancellation. If you won’t be able to attend the Workshop, you may be eligible for a refund, depending on when you give us notice.

21. MAILED MATERIALS: For remote Workshops, DD will mail all Workshop materials to Participant via the United States Postal Service (“USPS”). Participant’s package containing the Workshop materials (the “Package”) will include a tracking number. Once tendered to USPS, risk of loss shall pass to the Participant. DD shall not be held responsible for Packages that are lost or damaged in the mail, arrive later than originally projected, are stolen or moved by a third party, or are affected by any other event outside of DD’s control that renders use of the materials impossible. In the event that Participant does not receive an incoming Package within five (5) days of the Workshop, Participant shall email DD as soon as possible to alert DD of the problem and DD shall provide new Workshop materials to Participant.

Translation

For virtual Workshops, we will mail your materials to you with a tracking number. However, we’re not responsible if the materials never arrive or arrive in damaged condition making them impossible to use. You should email DD in the event that your materials don’t arrive within five (5) days of the Workshop, so we can get you alternative materials.

22. GOVERNING LAW: This Agreement will be governed by the laws of the State of California. Participant and DD agree that any claims, legal proceedings, or litigation arising in connection with this Agreement will be brought solely in the courts of the San Francisco County, and the Parties consent to the jurisdiction of such courts. If any claim of dispute arising out of, or relating to, this Agreement is not settled promptly in the ordinary course of business, the Parties shall seek to resolve such dispute between them, first, by negotiating promptly in good faith. If a legal action is necessary to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorney fees, costs, and expenses.

Translation

If we disagree on anything related to this Agreement, we’ll sort it out in San Francisco County.

23. HEADERS; TRANSLATIONS: The Parties understand and expressly agree that the headers for each section of this Agreement and the accompanying translations following said sections are not binding on the Parties. The Parties further acknowledge and agree that said headers and translations are merely included for informational and comprehensive purposes.

Translation

You agree that headers and translation boxes are not part of the Agreement, other than to just help you understand the terms of the Agreement.