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Private Intake · Miami & Beyond
Visiting · Relocating · Living in Miami
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This Client Services Agreement and Terms of Service (this ‘Agreement’) is made and entered into as of the date of electronic acceptance, signature, or payment of an initial invoice (the ‘Effective Date’), by and between Miami Muse LLC, a Florida limited liability company (‘Miami Muse’ or the ‘Company’), and the client agreeing to these terms (‘Client’) (collectively, the ‘Parties,’ and each, a ‘Party’).
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
a)“Concierge Fees” means the professional, non-refundable service fees charged directly by Miami Muse for its professional time, consultation, research, logistical design, communication, local expertise, and concierge coordination (including, without limitation, the 4-Hour Concierge Package of $800.00 USD, the 8-Hour Concierge Package of $1,500.00 USD, or any customized retainer fee agreed upon in writing).
b)“Concierge Services” means the bespoke lifestyle coordination, local Miami advisory, itinerary planning, table curation, VIP experience requests, and general logistical assistance provided directly by Miami Muse to Client, whether conducted via video conference, telephonically, electronically, or in person within the State of Florida.
c)“Direct Supplier Expenses” means all retail costs, vendor booking charges, security deposits, admission fees, taxes, charter balances, incidentals, gratuities, surcharges, and fees levied directly by Third-Party Suppliers for goods or services arranged on behalf of Client.
d)“Force Majeure Event” means any event, occurrence, or circumstance beyond the reasonable control of Miami Muse, including, without limitation, acts of God; tropical depressions, tropical storms, hurricanes, storm surges, tornadoes, and floods; epidemics, pandemics, or public health emergencies; acts of war, terrorism, civil unrest, or strikes; government restrictions, embargoes, travel advisories, harbor or airspace closures; utility blackouts, telecommunications failures; and airline flight cancellations or ground stops.
e)“Host Agency” means Fora Travel, Inc., a registered Florida Seller of Travel (Registration No. ST43973), with whom Miami Muse’s principal maintains an affiliate travel advisor affiliation pursuant to Florida Statutes Section 559.928(3).
f)“Intellectual Property” means all proprietary trade names, trademarks, service marks, logos, curated itineraries, private vendor contacts, custom city and lifestyle guides, research documents, proposal templates, and marketing materials conceived, authored, or published by Miami Muse.
g)“Third-Party Suppliers” means independent, third-party businesses, individuals, or operators who directly supply accommodations, travel fulfillment, marine charters, dining, nightlife, entertainment, or transportation, including, without limitation, hotels, resorts, private villas, commercial airlines, private aviation operators, yacht charter companies, boat livery operators, luxury and exotic car rental companies, chauffeurs, black car services, restaurants, night clubs, day clubs, wellness facilities, and tour operators.
h)“Travel Accommodations” means prearranged lodging, commercial passenger transportation, vehicle rentals, and vacation package components regulated under the Florida Sellers of Travel Act.
a)Engagement: Client engages Miami Muse to provide Concierge Services and luxury itinerary planning. Miami Muse agrees to dedicate professional time, diligence, and industry relationships to fulfill Client’s requested arrangements domestic and international, subject to the terms and limitations of this Agreement.
b)Travel Accommodations & Seller of Travel Disclosure: Client acknowledges and agrees that:
i.Miami Muse operates as an independent lifestyle and concierge consultancy;
ii.All prearranged Travel Accommodations, hotel reservations, and commercial car rental bookings coordinated by Miami Muse are facilitated in the advisor’s capacity as an Independent Travel Advisor affiliated with the Host Agency; and
iii.Pursuant to Florida Statutes, Client is hereby provided with the following statutory notice:
Fora Travel, Inc. is registered with the State of Florida as a Seller of Travel. Registration No. ST43973.
c)Independent Intermediary Status: Client expressly acknowledges that Miami Muse is an independent coordinator and referral intermediary. Miami Muse does not own, lease, operate, manage, crew, or control any Third-Party Suppliers. All reservations, bookings, and rentals coordinated by Miami Muse result in a direct contractual and financial relationship between Client and the independent Third-Party Supplier.
d)No Warranty of Third-Party Performance: Miami Muse exercises reasonable professional care when recommending Third-Party Suppliers, but does not endorse, guarantee, or warrant the safety, seaworthiness, roadworthiness, operational performance, licensing, insurance coverage, pricing, quality, or conduct of any Third-Party Supplier or its personnel.
a)Concierge Fees: Client agrees to compensate Miami Muse for dedicated professional time and expertise at the following rates:
i.4-Hour Concierge Package: $800.00 USD;
ii.8-Hour Concierge Package: $1,500.00 USD; or
iii.Any custom consulting retainer expressly established in a written proposal or electronic invoice issued by Miami Muse.
b)Earned upon Commencement: Concierge Fees compensate Miami Muse exclusively for its time, consultation, research, proprietary contacts, and coordination capacity. Concierge Fees are earned upon receipt and are non-creditable toward Direct Supplier Expenses.
c)Separation of Direct Supplier Expenses: Client acknowledges that Concierge Fees do not include Direct Supplier Expenses. Client remains exclusively liable for all third-party costs, including, without limitation:
i.Hotel and villa room tariffs, resort fees, parking, and incidental damages;
ii.Restaurant dining bills, food and beverage minimums, table spend commitments, and nightclub covers;
iii.Yacht charter contracts, fuel surcharges, dockage, provisions, and crew gratuities;
iv.Airline tickets, private jet charter fees, and baggage surcharges;
v.Rental vehicle daily charges, security deposits, insurance waivers, and highway tolls;
vi.Admission tickets, private excursion fees, and retail luxury purchases; and
vii.All applicable state, local, or international taxes, bank wire fees, foreign transaction fees, and standard service gratuities.
d)Expiration of Concierge Hours: Any Concierge Hour package purchased by Client must be used within sixty (60) calendar days from the date of purchase, unless Miami Muse expressly agrees in writing to extend the applicable period. Any unused hours remaining after the applicable expiration date shall expire, except to the extent otherwise required by applicable law or expressly agreed by Miami Muse in writing.
e)Additional Hours and Scope Expansion: If Client requests services, revisions, communications, research, coordination, booking assistance, itinerary changes, or other work that exceeds the Concierge Hours included in Client's purchased package, such additional time shall be billed at Miami Muse's then-current hourly rate, which is initially set at $200.00 USD per hour, billed in thirty (30)-minute increments. Miami Muse may require Client to purchase an additional Concierge Hour package before commencing work that exceeds the remaining balance of the applicable package. Miami Muse shall not be obligated to perform services beyond the purchased scope without additional compensation.
f)Changes in Supplier Pricing and Availability: Client acknowledges that Third-Party Supplier pricing, taxes, fees, availability, inventory, exchange rates, cancellation terms, minimums, deposits, and other conditions may change at any time and may be outside Miami Muse's control. Any increase in a Third-Party Supplier's charges occurring before final payment or confirmation shall be the responsibility of Client. Miami Muse shall not be responsible for any increase, surcharge, foreign-exchange fluctuation, tax, supplier-imposed fee, or other third-party charge not caused by Miami Muse's own breach of this Agreement.
a)Payment Timing: All Concierge Fees must be remitted in full prior to the commencement of research, planning, consultation, or reservation requests.
b)Direct-Billing & Intake Authorization: Client authorizes Miami Muse, the Host Agency, and designated Third-Party Suppliers to charge the credit card, debit card, or payment method provided on Client’s Intake Form for authorized Concierge Fees and approved Direct Supplier Expenses. Client warrants that Client is an authorized user of the designated payment account and that sufficient funds or credit lines exist to settle all approved charges.
c)Late Payments & Commercial Interest: Any outstanding sum owed to Miami Muse that remains unpaid after seven (7) calendar days from the invoice date shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permissible under Florida Statutes, calculated from the due date until paid in full. Client shall reimburse Miami Muse for all collection fees, court costs, and reasonable attorneys’ fees incurred in collecting delinquent balances.
d)Waiver of Unjustified Chargebacks: Because Concierge Fees cover professional time and logistical services rendered immediately upon engagement, Client expressly waives any right to dispute, cancel, or initiate a payment chargeback with Client’s bank, credit card issuer, or merchant processor for any Concierge Fee or authorized Direct Supplier Expense. In the event Client initiates an unauthorized chargeback in violation of this Section, Client shall be liable to Miami Muse for the full amount of the reversed payment, an administrative processing fee of $250.00 USD, and all legal fees incurred by Miami Muse in enforcing this provision.
e)Transaction Records and Dispute Evidence: Client authorizes Miami Muse to maintain and, where reasonably necessary to administer or defend a transaction, provide copies of this Agreement, the Client Intake Form, electronic acceptance records, invoices, receipts, correspondence, service records, booking records, delivery confirmations, time records, and other transaction-related documentation to payment processors, card networks, financial institutions, insurers, arbitrators, courts, or other authorized dispute-resolution entities. Client acknowledges that such records may be used as evidence of the transaction, the services requested or provided, and Client's acceptance of the applicable contractual terms.
a)Non-Refund ability of Concierge Fees: Concierge Fees are strictly non-refundable once Miami Muse has initiated work, consultations, vendor communications, or itinerary design. Client is purchasing professional capacity and dedicated reservation access; no refunds shall be issued for unused hours, change of travel intent, or Client dissatisfaction with third-party availability.
b)Rescheduling Notice Requirements: Client may reschedule a confirmed concierge service block by providing Miami Muse with written notice at least forty-eight (48) hours prior to the scheduled start time. Rescheduling remains subject to Miami Muse’s professional calendar availability.
c)Same-Day Cancellations, No-Shows & Client Delays: Cancellations submitted less than twenty-four (24) hours prior to the scheduled start time, client no-shows, or client unresponsiveness that prevents the delivery of services during scheduled hours shall result in the immediate forfeiture of 100% of the associated Concierge Fee without right of rollover or credit.
d)Third-Party Supplier Cancellation Terms: Direct Supplier Expenses are subject to the independent cancellation, rebooking, penalty, and refund policies of each respective Third-Party Supplier. Client acknowledges that luxury accommodations, private aviation, VIP event passes, and yacht charters are routinely non-refundable and non-transferable. Miami Muse assumes zero responsibility for non-refundable supplier deposits forfeited due to Client’s cancellation, delay, or schedule adjustment.
a)Accurate Disclosures: Client agrees to supply Miami Muse with accurate, complete legal names (matching government-issued identification or passports), contact details, travel schedules, and payment credentials. Client must promptly disclose in writing any relevant dietary restrictions, physical limitations, accessibility needs, medical conditions, or severe allergies affecting Client or Client’s travel party.
b)Mandatory 24-Hour Confirmation Review: Client shall thoroughly inspect and review all itineraries, hotel reservations, tickets, yacht charter agreements, and booking receipts provided by Miami Muse, the Host Agency, or Third-Party Suppliers within twenty-four (24) hours of transmission. Client must immediately alert Miami Muse in writing of any typographical errors, incorrect dates, misspelled names, or booking discrepancies. Miami Muse is not responsible for financial penalties or boarding denials resulting from Client’s failure to review confirmations within said 24-hour window.
c)Conduct and Decorum: Client and Client’s guests shall conduct themselves respectfully, lawfully, and in full compliance with all dress codes, safety rules, capacity limits, and operating policies enforced by Third-Party Suppliers, marine vessels, and hospitality venues. Third-Party Suppliers retain the absolute right to refuse service or eject any patron for disorderly conduct, unlawful drug use, excessive intoxication, or abuse of staff; Miami Muse shall have no liability for any loss or expense resulting from such ejection.
d)Termination for Cause by Miami Muse: Miami Muse reserves the absolute right to suspend or terminate services immediately, without notice, penalty, or refund of any Concierge Fees, in the event Client or Client’s guests: (i) engage in abusive, harassing, threatening, discriminatory, or unlawful conduct toward Miami Muse personnel, contractors, or vendor staff; (ii) solicit or participate in illegal drug use or unlawful activities during any coordinated itinerary; or (iii) repeatedly fail to provide timely communications or required payment authorizations.
e)Age and Legal Capacity: Client warrants and represents that Client is at least twenty-one (21) years of age, possesses full legal capacity to enter into this Agreement, and is authorized to execute transactions for all traveling companions in Client's party.
a)Third-Party Discretion: Client understands and agrees that venue admission, seating placement, room allocation, complimentary upgrades, and service fulfillment are controlled exclusively by the independent management of Third-Party Suppliers.
b)Specific Outcomes Disclaimed: Miami Muse makes reasonable, professional efforts to fulfill Client’s preferences, but expressly disclaims any warranty or guarantee regarding:
i.The availability of specific hotel rooms, suites, villas, or complimentary room upgrades;
ii.Guaranteed entry to private clubs, sold-out concerts, or high-demand dining tables during peak hours;
iii.Punctuality, flight schedules, air traffic control clearance, or vessel transit times;
iv.Prevailing weather conditions, sea conditions, water clarity, or outdoor temperatures;
v.Approval or issuance of foreign visas, customs clearance, or border crossing permissions; or
vi.Any specific personal, commercial, or social outcome resulting from an introduction or reservation coordinated by Miami Muse.
a)Inherent Hazards and Dangers: Client acknowledges that participation in domestic and international travel, private yacht charters, water sports, marine navigation, exotic automotive experiences, nightlife venues, and luxury lifestyle activities involves inherent risks of personal injury, illness, permanent disability, death, psychological trauma, property damage, and financial loss. These risks include, without limitation:
i.Maritime hazards, vessel collision, grounding, rough seas, motion sickness, boarding and disembarking incidents, and drowning;
ii.Vehicular accidents, mechanical breakdowns, airport delays, and ground transportation collisions;
iii.Crowded environments, high-decibel acoustic levels, late-night operating hours, slip-and-fall hazards, and alcohol-related incidents;
iv.Foodborne pathogens, allergic reactions, infectious illnesses, and medical emergencies in locations with limited healthcare facilities;
v.Severe meteorological events, hurricanes, tropical depressions, and sudden squalls;
vi.Theft, burglary, robbery, lost luggage, or physical destruction of luxury personal property; and
vii.Civil unrest, political demonstrations, travel advisories, border closures, and military activities.
b)Express Assumption of Risk: TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT, ON BEHALF OF CLIENT AND CLIENT’S TRAVEL PARTY, GUESTS, HEIRS, EXECUTORS, AND LEGAL REPRESENTATIVES, KNOWINGLY, VOLUNTARILY, AND EXPRESSLY ASSUMES ALL KNOWN AND UNKNOWN RISKS, LIABILITIES, AND DANGERS ASSOCIATED WITH OR ARISING OUT OF ANY TRAVEL, ACTIVITY, EXCURSION, RESERVATION, OR CONCIERGE SERVICE COORDINATED BY OR RECOMMENDED THROUGH MIAMI MUSE.
c)Marine and Yacht Charter Coordination: With respect to any yacht charter, vessel rental, boat excursion, marine transportation, or watercraft service coordinated or arranged by Miami Muse, Miami Muse acts solely as an independent concierge coordinator and does not own, lease, operate, navigate, captain, crew, maintain, or control any vessel. The independent vessel owner, captain, Charter Company, or livery operator remains solely responsible for vessel seaworthiness, operational control, passenger capacity, safety gear, USCG compliance, and commercial marine insurance. Client agrees to comply with all vessel rules, passenger limits, safety briefings, and lawful instructions of the authorized vessel captain. Miami Muse does not warrant the licensing, safety record, or qualifications of third-party marine operators.
a)No Legal or Immigration Advice: Miami Muse may provide general travel guidance, but does not provide legal, consular, or immigration advice. Client is solely and exclusively responsible for verifying, obtaining, and maintaining all required travel credentials, including valid passports (with a minimum of six months of validity beyond the scheduled return date), tourist visas, transit visas, and international health certificates. Miami Muse bears no liability for boarding denials, border refusals, flight cancellations, or deportations.
b)No Medical Advice: Miami Muse does not offer healthcare, physical therapy, or medical advisory services. Client is solely responsible for determining whether Client and Client’s traveling party are physically and medically capable of participating in requested activities, excursions, or travel. Client is advised to consult a licensed physician regarding travel immunizations, high-altitude exposure, water activities, and pre-existing medical conditions.
a)Advisory to Secure Coverage: MIAMI MUSE STRONGLY RECOMMENDS THAT CLIENT PROCURE COMPREHENSIVE TRAVEL INSURANCE FROM A LICENSED INSURANCE BROKER. An adequate travel insurance policy should cover trip cancellation, trip interruption, emergency medical treatment, emergency medical evacuation and repatriation, marine accidents, lost or delayed baggage, and travel delays.
b)Express Waiver of Uninsured Losses: If Client declines or fails to purchase adequate travel insurance coverage, Client shall be deemed to have assumed full financial liability for all emergency medical expenses, medical transport fees, forfeited supplier deposits, cancellation penalties, and property loss that would have otherwise been covered under a standard comprehensive travel insurance policy.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:
a)Waiver of Consequential Damages: IN NO EVENT SHALL MIAMI MUSE, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR RELIANCE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF ANTICIPATED PROFITS, LOSS OF ENJOYMENT, VACATION DISRUPTION, OR EMOTIONAL DISTRESS, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ADVANCED (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF MIAMI MUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b)Limitation of Direct Damages: To the maximum extent permitted by applicable law, Miami Muse's aggregate liability for any claim arising out of or relating to Concierge Services shall not exceed the amount of Concierge Fees actually paid to and retained by Miami Muse for the specific Concierge Services giving rise to the claim. Amounts paid or payable to Third-Party Suppliers, governmental authorities, transportation providers, hotels, venues, charter companies, or other independent providers shall not be included in calculating Miami Muse's liability cap.
c)Third Party Acts and Defaults: Under no circumstances shall Miami Muse be liable for any acts, errors, omissions, breaches of contract, ordinary negligence, gross negligence, overbookings, delays, personal injuries, illnesses, property loss, or service failures committed or caused by any Third-Party Supplier, venue, vessel operator, or transportation provider.
a)Express Release of Ordinary Negligence: To the maximum extent permitted by applicable law, Client knowingly, voluntarily, and expressly releases, waives, and agrees not to hold Miami Muse LLC, its members, managers, employees, or contractors liable for any claims, damages, liabilities, or losses directly or indirectly arising out of or attributable to the ordinary negligence of Miami Muse in performing Concierge Services, itinerary curation, vendor coordination, or reservation logistics. This release does not apply to gross negligence, intentional misconduct, or liabilities that applicable law prohibits the parties from releasing.
a)Indemnification Scope: Client agrees to indemnify, defend, and hold harmless Miami Muse LLC, its parent, subsidiaries, affiliates, members, managers, employees, agents, and independent contractors from and against any and all claims, demands, liabilities, damages, judgments, settlements, fines, losses, and expenses (including court costs and reasonable legal fees through trial and appellate proceedings) arising out of or resulting from:
i.Client’s breach of any term, warranty, or representation contained in this Agreement;
ii.Client’s (or Client’s traveling companions’ or invitees’) intentional misconduct, criminal acts, intoxication, disorderly conduct, or ordinary negligence;
iii.Bodily injury, sickness, or property damage caused by Client or Client’s guests to any Third-Party Supplier, yacht, aircraft, motor vehicle, hotel property, or nightlife venue;
iv.Any commercial dispute, payment default, or chargeback initiated by or between Client and a Third-Party Supplier; or
v.Client’s failure to maintain valid passports, entry visas, or legal travel authorizations.
a)Non-Liability: Miami Muse shall not be deemed in default, in breach of this Agreement, or legally liable for any failure, delay, modification, cancellation, or interruption in the performance of Concierge Services resulting from a Force Majeure Event.
b)Tropical Weather Operations: Client expressly acknowledges that operations in South Florida, the Bahamas, and the Caribbean are subject to dynamic weather patterns and hurricane seasons. In the event a tropical storm watch, warning, or named hurricane impacts the scheduled travel area, Miami Muse shall take commercially reasonable steps to coordinate adjustments, but shall not be financially liable for cancelled flights, mandatory evacuations, harbor closures, or supplier-imposed penalties.
c)Fee Retention: Concierge Fees earned by Miami Muse prior to the occurrence of a Force Majeure Event remain non-refundable.
a)Confidentiality: Miami Muse treats Client’s sensitive personal, scheduling, financial, and travel information with strict professional discretion.
b)Payment Information: Client should provide payment information only through Miami Muse's designated payment-processing systems or other secure methods specifically requested by Miami Muse. Miami Muse will not intentionally request Client's full payment-card credentials through ordinary email or unsecured messaging channels. Where payment information is processed through a third-party payment processor, the processing of such information may also be subject to that provider's privacy and security practices. Miami Muse shall use reasonable administrative, technical, and organizational safeguards appropriate to the information it maintains, but no method of electronic transmission or storage can be guaranteed to be completely secure.
c)Authorized Vendor Disclosures: Client expressly authorizes Miami Muse and the Host Agency to disclose and transmit Client's personal identifying information, including legal names, dates of birth, passport data, contact numbers, dietary preferences, and billing details to Third-Party Suppliers solely to the extent necessary to confirm reservations, coordinate logistics, and fulfill requested services.
a)Proprietary Ownership: Miami Muse retains all right, title, and interest in and to its Intellectual Property, including custom itineraries, private vendor directories, concierge guides, and planning templates.
b)Limited Personal License: Client is granted a limited, non-exclusive, non-transferable, revocable license to view and utilize custom travel itineraries created by Miami Muse solely for Client’s personal, non-commercial travel purposes.
c)Prohibited Commercial Exploitation: Client shall not publish, broadcast, distribute, resell, commercially license, or reproduce any custom itinerary, vendor contact guide, or proprietary planning document developed by Miami Muse without Miami Muse’s prior written consent.
a)Marketing Consent & Voluntary Posing: Client’s affirmative consent to photography, videography, testimonials, social-media publication, or website marketing shall primarily be obtained through the Client Intake Form. Notwithstanding the foregoing, if Client voluntarily poses for photographs or video with or by Miami Muse personnel during a coordinated event, or if Client or Client’s guests appear merely as incidental, non-featured background figures in wide-angle venue or destination photography, Client grants Miami Muse a revocable, royalty-free license to use such imagery across its digital marketing channels.
b)Inadvertent Publication & Sole Remedy: In the event Miami Muse inadvertently or mistakenly publishes any photograph, video, likeness, or testimonial of Client without verified written consent, Client’s sole and exclusive remedy shall be to provide written notice specifying the URL or media to Miami Muse shall have seven (7) business days following actual receipt of said notice to delete, remove, or obscure Client's likeness. Upon removal within said period, Miami Muse shall have no further liability, and Client expressly waives any claim for statutory penalties under Florida Statutes, royalties, invasion of privacy, or monetary damages.
a)Miami Muse is an independent contractor. Nothing contained in this Agreement shall be construed to create an employment relationship, employer-employee relationship, general agency, partnership, joint venture, or formal fiduciary association between Miami Muse and Client, or between Miami Muse and any Third-Party Supplier.
b)Miami Muse’s authority is strictly limited to the coordination of lifestyle and travel arrangements as authorized herein.
a)Florida Governing Law: This Agreement, and all claims, controversies, or causes of action (whether sounding in contract, tort, or statute) arising out of or related to this Agreement or the relationship between the Parties, shall be governed by, and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law principles that would result in the application of the laws of any other jurisdiction.
b)Mandatory Informal Negotiation: Prior to initiating any formal legal proceeding, the Parties agree to attempt in good faith to resolve any dispute through direct informal negotiations between authorized representatives for a minimum period of thirty (30) days following written notice of the dispute.
c)Mandatory Mediation: If informal negotiations fail, the Parties agree to submit the dispute to confidential mediation before a certified Florida Circuit Court Mediator prior to filing an arbitration demand. The mediation shall be conducted in Miami-Dade County, Florida, or remotely via videoconference by mutual consent.
d)Binding American Arbitration Association (AAA) Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, that remains unresolved following mediation, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its applicable Arbitration Rules then in effect, before a single neutral arbitrator.
e)Attorneys' Fees and Costs: In the event any arbitration, judicial proceeding, or mediation is commenced arising out of or related to this Agreement or the enforcement of any provision herein, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, expert witness costs, administrative fees, and arbitration expenses incurred through all administrative, trial, and appellate proceedings.
f)Exclusive Venue: The exclusive venue for any mediation, arbitration hearing, or permitted judicial proceeding shall be Miami-Dade County, Florida.
g)Equitable & Injunctive Relief: Notwithstanding the foregoing, either Party may seek temporary, preliminary, or injunctive relief from a court of competent jurisdiction where such relief is necessary to protect confidential information, intellectual property, payment rights, or other rights for which immediate judicial relief is available, and either Party may pursue any claim or remedy that applicable law provides cannot be subject to mandatory arbitration.
h)EXPRESS JURY TRIAL WAIVER: THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
i) EXPRESS CLASS ACTION WAIVER: THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. CLIENT WAIVES ANY RIGHT TO COMMENCE OR JOIN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST MIAMI MUSE LLC.
a)Electronic Assent Channels: This Agreement may be validly accepted and entered into by any of the following affirmative actions:
i.Clicking an “I Agree” or “Accept Terms” checkbox on Miami Muse’s website checkout or digital portal;
ii.Executing this document via an electronic signature platform; or
iii.Remitting payment on an invoice, proposal, or onboarding link that expressly incorporates these Terms by reference.
b)Electronic confirmation or electronic signatures shall have the identical legal force, effect, and evidentiary validity as an original handwritten ink signature.
a)Severability: If any provision, sentence, or sub-clause of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed or modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
b)Amendments in Writing: No modification, variation, waiver, or amendment of this Agreement shall be binding upon Miami Muse unless set forth in a written instrument signed by an authorized manager of Miami Muse LLC.
c)Survival of Protective Terms: The provisions of this Agreement which by their nature should survive termination, including, without limitation, Section 3 (Professional Fees), Section 4 (Payments and Chargebacks), Section 7 (Disclaimers), Section 8 (Assumption of Risk), Section 11 (Limitation of Liability), Section 12 (Exculpatory Release), Section 13 (Indemnification), Section 16 (Intellectual Property), Section 19 (Dispute Resolution and Venue), and Section 21 (General Provisions), shall survive the termination, expiration, or fulfillment of this Agreement.
d)Entire Agreement: This Agreement, together with any written proposals, invoices, or Client Intake Forms executed by Client, constitutes the final, complete, and exclusive understanding between the Parties with respect to the subject matter hereof and supersedes all prior verbal discussions, negotiations, representations, or marketing proposals.
e)Express Non-Reliance: Client expressly acknowledges and agrees that in entering into this Agreement, Client has not relied upon, and Miami Muse has not made, any oral representations, promises, warranties, guarantees, or collateral statements outside the express written terms of this Agreement. Client disclaims reliance on any preliminary marketing brochures, verbal discussions, or social media statements, and acknowledges that this non-reliance clause is an express inducement to Miami Muse’s willingness to enter into this Agreement.