Terms of Use
Welcome to www.theodoramiller.com. Theodora Miller LLC, a Virginia limited liability company, owner and operator of this website (“we,” “us,” or “TM LLC”) grants you access and use of this website and our services to learn our story, purchase products, commission customized creations, and contact us (the “Services”), including, all content and information contained thereon, (collectively, our “Site”), subject to these terms and conditions of use (these “Terms of Use”) and all other policies and additional terms posted on our Site from time to time.
1. Background. Theodora Miller is a visual artist and creative entrepreneur whose ever-evolving visual language draws inspiration from her emotions and surroundings. Through TM LLC, Theodora Miller provides the Services and fine art, small works, prints, home goods, gifts, textiles, wallpaper, and other products featuring her artwork and design (collectively, our “Products”). Please read these Terms of Use carefully before (i) browsing or using our Site, (ii) using the Services, or (iii) purchasing our Products.
2. Access of Our Site and Use of the Services. By accessing/browsing our Site, using the Services, subscribing to our newsletter, purchasing our Products, or any combination of the same, you agree to be bound by these Terms of Use in its entirety. If you are unable or unwilling to abide by these Terms of Use, please immediately discontinue access of our Site and use of the Services. We may revoke your access to our Site and use of the Services at any time for any or no reason, including, without limitation, your violation of these Terms of Use. We may also change, suspend, or discontinue our Site, the Services, and our Products at any time.
3. Product Descriptions and Pricing. We attempt to provide accurate images and descriptions of our Products. However, we do not warrant that product images or descriptions are error-free, accurate, current, reliable, or complete. Your remedy if one of our Products is materially different from the image or description on our Site will be to return the item to us in the same condition as you received it. Upon our receipt and, in our sole discretion, confirmation of a materially difference, we may exchange the returned item for one materially meeting the image and description on our Site. We will display the prices of our Products on our Site. We may change these prices by updating our Site.
4. Commissions. You may contact us through our Site to commission customized creations as part of the Services (“Commissions”). We provide a five step process for Commissions: (i) Your free consultation call; (ii) Your custom proposal; (iii) Proposal signed and approved; (iv) Artmaking begins, and (v) Your art comes home. All Commissions are subject to these Terms of Use and our Privacy Policy in addition to any supplemental terms in the proposal.
5. Accuracy of Purchase and Delivery Information/Order Fulfillment. You shall provide accurate, complete, and current purchase and delivery information to us and our third-party service providers at all times. In our sole discretion, we may refuse to fulfill any order you place with us or limit or cancel the quantities of our Products in your order. If we limit, cancel, or otherwise make a change to your order, we shall attempt to notify you using your provided contact information. You shall pay for all costs associated with the shipping and handling of our Products in your order. We, or our third-party service provider, shall ship your order only upon receipt of the full purchase price and shipping and handling. We will not be liable for any loss or damages as a result of any delay in delivery due to any cause beyond our reasonable control, including, without limitation, your act or omission, manufacturing delays, an act of God, in ability to obtain materials, delay in transportation or any other commercials impracticability. In the event of any such delay, any agreed date of delivery or performance will be extended for a period equal to the time lost by reason of delay. All sales made pursuant to these Terms of Use are made FCA (Free Carrier) and title and all risk of loss or damage shall pass to you upon our delivery to the carrier.
6. Cancellations and Returns. All sales are final. Once an order has been placed, it cannot be changes. Returns are not accepted. We carefully inspect all Products and Commissions before shipping. On rare occasions, damages may happen during transit. Therefore, we request that you carefully inspect your purchases upon arrival. Any damages noted at the time of delivery must be shared within 48 hours at contact@theodoramiller.com to be considered. We will replace damaged items in our sole discretion.
7. Intellectual Property.
a. General. Copyright, trademark, and other proprietary rights and laws protect our Site, the Services, our Products, and related intellectual property. No part of the materials on our Site (collectively, the “Content”), including, without limitation, our Products, graphics, photographs, logos, or text, may be copied, photocopied, reproduced, translated, or reduced to any electronic medium or machine-readable form, in whole or in part, without specific written permission from the respective rights holder. Except as expressly provided, nothing contained in these Terms of Use will be construed to confer on you or any third party any license or right, by implication or under any law, rule or regulation, including, without limitation, those related to copyright, trademark, or other intellectual property rights.
b. License to Use Submitted Content. If you submit images, text, video, or any other content to us via email, social media, mail, or other method (collectively, “Submitted Content”) you grant us, and our service providers, affiliates, licensees, and assigns, an irrevocable, assignable, sub-licensable, perpetual, nonexclusive, gratis, and worldwide right to publish, publicly display, copy, creative derivative works thereof, exploit, and electronically transmit and distribute copies of the Submitted Content in any medium now known or hereafter created in connection with the creation, promotion, advertisement, and sale of our Site, the Services, and our Products. By submitting Submitted Content, you represent and warrant you have obtained all consents and approvals necessary for the creation, display, and distribution of all Submitted Content. If the Submitted Content contains any and all of your name, likeness, image, voice, or video you grant us an irrevocable, assignable, sub-licensable, perpetual, nonexclusive, gratis, and worldwide right to use the same as embedded in the Submitted Content in connection with the license granted herein.
8. Consent to receive email. If you subscribe to our newsletter or purchase one our Products or services from us and provide your email address in connection therewith, you consent to receive notices with respect to your account in addition to periodic newsletters, and other types of email communications from us, including, without limitation, new product offers and customer service issues. You may choose to opt-out of certain newsletter and announcement email correspondence. Our Privacy Policy governs our use of your personally identifiable information obtained via our Site.
9. Prohibited Uses. You are solely responsible for all of your activity in connection with accessing and using any and all of our Site, the Services, and our Products. Any fraudulent, abusive, illegal, or otherwise inappropriate activities are grounds for termination of your right to access and use our Site, use the Services, and both. Without limitation to other prohibited uses specified herein, you are prohibited from using any and all our Site, the Services, and our Products for any and all of the following purposes:
a. accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access;
b. attempting to probe, scan, or test the vulnerability of our Site, the Services, or any associated system or network, or to breach security or authentication measures without proper authorization;
c. interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to our Site or the Services, overloading, “flooding,” “spamming,” “mail bombing,” “DDOSing,” or “crashing;”
d. attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to human-perceivable form any of the source code used by us in providing any and all of our Site, the Services, and our Products. Any violation of system or network security may subject you to significant civil and criminal liability;
e. scraping, crawling, or using any other automated device or manual process to harvest data from our Site; and
f. reposting, modifying, or otherwise using any information or content from any or all of our Site, the Services, and our Products for any purpose other than those authorized in these Terms of Use.
10. Third Party Content and Links. Our Site may contain links to third party websites and service providers, including, without limitation, our merchant services and order fulfillment providers, which have separate and independent content, terms of use, and privacy policies. Third party websites and providers are not under our control. We are not responsible for and assume no liability for any statements, representations, or any other form of information contained in third party content appearing on or made available through our Site, the Services, or both. In particular, we use Squarespace for our website, invoicing, and point of sale transactions. Please see its general terms of service at https://squareup.com/us/en/legal/general/ua.We use Stripe payment processor for our Site online store. Please see its privacy policy & terms at https://stripe.com/privacy. In addition, we use Flodesk for our email subscription and deliver service. Please see its terms of service at https://flodesk.com/terms-of-service.
11. Privacy. Use of our Site and the Services is subject to our privacy policy located at https://www.theodoramiller.com/privacy-policy (our “Privacy Policy”).
12. Indemnification. You shall defend, indemnify, and hold harmless TM LLC and its members, managers, officers, employees, contractors, licensees, successors, and assigns, for any and all actions, claims, judgements, losses, damages, costs, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) related to or arising from any or all of the following (a) your use or inability to use any or all of our Site, the Services, or our Products, (b) your violation of these Terms of Use, our Privacy Policy, or both, and (c) your violation of applicable international, federal, state, and local laws, rules and regulations. We may assume exclusive defense of any such matters otherwise subject to indemnification by you, in which event you shall fully cooperate with us, including, without limitation, promptly making all monetary payments required hereunder.
13. WAIVER OF WARRANTIES. OUR SITE, THE SERVICES, OUR PRODUCTS, AND COMMISSIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO OUR SITE, THE SERVICES, OUR PRODUCTS, AND COMMISSIONS, WE MAKE NO WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR VALIDITY OF ANY MATERIAL, OUR SITE, THE SERVICES, OUR PRODUCTS, AND COMMISSIONS AND DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON ANY OR ALL OF OUR SITE, THE SERVICES, OUR PRODUCTS, AND COMMISSIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE IS FREE OF VIRUSES. WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY. TM LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND CONTRACTORS (COLLECTIVELY, “COMPANY PARTIES”) WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COURT COSTS) RESULTING FROM YOUR USE OF, OR INABILITY TO USE, ANY OR ALL OF OUR SITE, THE SERVICES, OUR PRODUCTS, AND COMMISSIONS, EVEN IF ANY OR ALL OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF ANY AND ALL OF THE COMPANY PARTIES FOR ANY AND ALL CLAIMS WHATSOEVER RELATED TO OUR SITE, THE SERVICES, OUR PRODUCTS, COMMISSIONS, OR OTHERWISE ARISING OUT OF THIS AGREEMENT, OUR SITE, THE SERVICES, OUR PRODUCTS, COMMISSIONS, OR OUR PERFORMANCE OR NONPERFORMANCE, OR ANY ACT, EVENT, OR CIRCUMSTANCE AFFECTING OUR SITE, THE SERVICES, OUR PRODUCTS, COMMISSIONS, OR YOU, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL AMOUNTS PAID BY YOU TO US DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE CLAIM. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED BY LAW, OUR SOLE LIABILITY TO YOU FOR DAMAGES WILL BE LIMITED TO $100.00.
15. Dispute Resolution. Any controversy or claim arising out of or relating to these Terms of Use, between us and you, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration will be Richmond, Virginia. The arbitration will be governed by the laws of the United States of America and the Commonwealth of Virginia. Hearings will take place pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. Each party will bear its own costs and expenses and an equal share of the arbitrators' and administrative fees of arbitration. However, if we are the prevailing party, then you shall reimburse us for all such fees in addition to its attorneys’ fees and costs of enforcing our judgment as part of the award. The award of the arbitrators will be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges will constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party will be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver will not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above. ANY ARBITRATION OR TRIAL UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. NO ARBITRATOR OR JUDGE MAY ORDER, PERMIT OR CERTIFY A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL LITIGATION, OR CONSOLIDATED ARBITRATION. NO ARBITRATOR OR JUDGE MAY ORDER OR PERMIT A JOINDER OF PARTIES, UNLESS THE PARTIES CONSENT TO SUCH JOINDER IN WRITING. THIS ARBITRATION PROVISION WILL SURVIVE TERMINATION OF THESE TERMS OF USE. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THESE TERMS OF USE, OUR PRIVACY POLICY, OF BOTH.
16. Remedies for Violations. We may seek all remedies available at law and in equity for your violation of these Terms of Use, our Privacy Policy, or both, including, without limitation, the right to block access from a particular Internet address to our Site, suspend the Services, terminate an order for our Products, or terminate an order for Commissions. Your breach of these Terms of Use may cause irreparable harm and damage to us for which no adequate remedy at law exists. For this reason, We have the right, in addition to any other remedies available to it at law or in equity, to enjoin you in a court of equity from violating these Terms of Use without having to prove damages or post bond.
17. Modification of Terms of Use. We may modify, delete, or otherwise alter these Terms of Use at any time. Such modifications will be effective immediately upon posting to our Site. You are responsible for regularly reviewing these Terms of Use. Continued access of our Site, use of the Services, purchase of our Products, or purchase of Commissions thereafter constitutes your consent to any modifications.
18. Miscellaneous. These Terms of Use will be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the laws of the United States, without giving effect to any principles of conflicts of law. You consent to the sole and exclusive jurisdiction and venue of the state courts and United States district courts sitting in Richmond, Virginia in which any adversarial proceeding, suit, or action is brought arising from any or all of these Terms of Use, your access and use of our Site, your use of the Services, and your purchase, use, or both of either or both of our Products and Commissions, including, without limitation, enforcing an arbitration judgment. If any provision of these Terms of Use will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Terms of Use by us will be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use will not constitute a waiver of such right or provision. You acknowledge and agree that you have fully read and understand these Terms of Use and have had the opportunity to seek legal counsel of your choice. These Terms of Use along with our Privacy Policy contain the entire agreement between the parties regarding the subject matter hereof. These Terms of Use supersede all prior written and oral understandings, writings, and representations and may only be amended upon notice by us. These Terms of Use are binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. You may not transfer or assign these Terms of Use. All provisions which by their nature should survive termination of this Agreement will survive, including, without limitation, Paragraphs 7, 8, 9, 12, 13, 14, 15, 16, 17, and 18. We will not be in breach of these Terms of Use unless we fail to cure the same no later than thirty (30) days after our written receipt of notice of the same to our contact information below by certified mail, postage pre-paid with emailed copy to contact@theodoramiller.com.
19. How to Contact US. If you have any questions about these Terms of Use, our Site, the Services, our Products, or Commissions you may contact TM LLC at:
Mail: Theodora Miller, LLC
1532 High Street
Richmond, Virginia 23220
Email: contact@theodoramiller.com
This Privacy Policy was last updated August 18, 2022.