Company Platform Agreement
Orange Design Team — designedbyorange.com
This Company Platform Agreement ("Agreement") is entered into as of the date of your signature or electronic acceptance below (the "Effective Date"), by and between Beyond the Box, Inc., a Montana corporation doing business as Orange Design Team ("ODT," "we," or "us"), with its principal place of business at 724 1st Ave N, Billings, MT 59101, and the undersigned kitchen and bath business ("Company" or "you"). You accept this Agreement when you join the Orange Design Team platform at designedbyorange.com (the "Platform").
1. DEFINITIONS
1.1 “Drafter” means an independent drafting professional who is a member of the Platform and may be matched with your Projects.
1.2 “Project” means a specific drafting assignment you post to the Platform through a Project Brief.
1.3 “Project Brief” means the standardized brief you submit through the Platform describing the Project, including measurements, specifications, cabinet line, software, deliverables, timeline, and rate.
1.4 “Project Contract” means the direct contract formed between you and a Drafter for a Project, consisting of the Project Brief, the agreed rate and timeline, and the Standard Project Terms attached as Exhibit A.
1.5 “Site Data” means the measurements, field verifications, dimensions, existing conditions, specifications, and other project information you supply in a Project Brief or through the Platform.
2. WHAT ODT IS — AND IS NOT
2.1 ODT operates a managed marketplace that connects kitchen and bath companies with screened independent drafting professionals. ODT provides matching, standardized Project Briefs, communication tools, and payment facilitation.
2.2 Project Contracts are formed directly between you and the Drafter. ODT is not a party to any Project Contract and does not perform, supervise, direct, or control the Drafter’s work. Drafters are independent contractors, not employees or agents of ODT — and nothing in this Agreement makes any Drafter your employee.
2.3 ODT’s review of Drafters is a limited administrative screening of self-reported profile information only. ODT does not conduct background checks, verify licensing, insurance, credentials, or references, or independently assess any Drafter’s skill, competence, or work quality unless the Platform expressly states otherwise. You are solely responsible for evaluating and selecting each Drafter you engage, and you waive any claim against ODT arising from that selection, including any claim of negligent screening, selection, or referral. ODT does not warrant any Drafter’s work, availability, or fitness for a particular Project; your remedies for drafting work are against the Drafter under the Project Contract, as described in Exhibit A.
2.4 You and your Drafter communicate directly through the Platform, and Project communications and files must be kept on the Platform.
3. MEMBERSHIP AND FEES
3.1 Platform membership requires the subscription fee published on the Platform. Subscription fees are billed as described on the Platform and are non-refundable except as required by law.
3.2 In addition to the subscription fee, ODT charges a Company service fee, currently fifteen percent (15%) of the Drafter’s fees on each Project, added to each Project invoice on top of the Drafter’s rate (for example, at a Drafter rate of $50.00/hour, you pay $57.50/hour). ODT may update subscription fees and the service-fee percentage with at least thirty (30) days’ notice; fee changes apply only to Projects initiated after the change takes effect.
3.3 Drafter rates are set by each Drafter and displayed transparently before you engage. Rates vary by experience, software, and cabinet-line expertise.
3.4 You will provide accurate, current information in your Platform profile and Project Briefs and keep it updated.
4. PROJECT BRIEFS AND PROJECT CONTRACTS
4.1 You initiate a Project by submitting a standardized Project Brief through the Platform. The Project Brief must include complete and accurate Site Data and clearly describe the deliverables, cabinet line, software, timeline, and rate.
4.2 The Platform matches your Project with screened Drafters familiar with your cabinet line and software. When a Drafter accepts your Project Brief (or you accept a Drafter’s proposal), a Project Contract is formed directly between you and that Drafter on the Standard Project Terms in Exhibit A.
4.3 You will review deliverables promptly and approve and pay for completed work through the Platform. Your approval of a deliverable constitutes acceptance of it.
4.4 Completed Projects are rated through the Platform, and ratings are recorded. You may not manipulate ratings or reviews.
5. SITE VERIFICATION AND MEASUREMENTS — YOUR RESPONSIBILITY
5.1 Drafters prepare drawings from the Site Data you supply. You are solely responsible for the accuracy and completeness of all Site Data, including field verification of measurements and existing conditions. Drafters have no obligation to visit your job sites or independently verify Site Data.
5.2 You are solely responsible for reviewing and approving all drawings and deliverables — including dimensions, clearances, appliance and fixture specifications, and fit — before using them for manufacturing, ordering, fabrication, or installation. Final orders are submitted by you.
5.3 You assume all responsibility and liability for cabinetry, manufacturing, fabrication, installation, and design outcomes arising from Site Data, from your approval or use of deliverables, or from job-site conditions. Neither ODT nor any Drafter is responsible or liable for errors, defects, delays, rework, replacement product, or other costs or damages arising from inaccurate, incomplete, or outdated Site Data, whether or not a deliverable incorporated that Site Data.
5.4 You are solely responsible for compliance of the finished project with applicable building codes, regulations, and permitting requirements. Deliverables are cabinetry drafting documents, not architectural or engineering plans, and are not sealed by a licensed architect or engineer.
6. PAYMENTS THROUGH THE PLATFORM
6.1 All Project payments must flow through the Platform. Each Project invoice consists of the Drafter’s fees plus ODT’s Company service fee (Section 3.2). ODT (and its payment processor) acts as each Drafter’s limited payment collection agent; your payment to ODT satisfies your payment obligation to the Drafter for the amount paid.
6.2 Payment is due upon your approval of deliverables, or as otherwise stated in the Project Brief. Amounts more than fifteen (15) days past due may accrue a late charge of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, and ODT may suspend matching and Platform access while undisputed amounts remain past due.
6.3 You may not pay Drafters outside the Platform for work on Projects initiated through the Platform.
7. WORK PRODUCT
7.1 As set out in Exhibit A, drawings and deliverables produced under a Project Contract become your property upon your full payment for that Project through the Platform. Until full payment, the Drafter retains ownership.
7.2 Drafters retain ownership of their pre-existing tools, templates, standard details, and general know-how, licensed to you solely as embedded in the deliverables.
8. CONFIDENTIALITY; END-CUSTOMER PROTECTION
8.1 Each party will keep the other’s non-public information — including business practices, pricing, designs, customer lists, vendor relationships, and project details — confidential, and use it only to perform under this Agreement. This obligation survives termination.
8.2 ODT and its Drafters will not use access to your end customers, vendors, or employees gained through your Projects to solicit, contract with, or provide kitchen and bath cabinetry services or materials directly to your end customers independent of you, during the term of this Agreement and for two (2) years following termination, unless agreed in writing.
8.3 Neither ODT nor any Drafter will use a Project, or information or relationships gained through the Platform, to recommend, promote, steer, solicit, or sell, or offer to sell; cabinetry, materials, or services from a manufacturer, line, dealer, or supplier other than the one you specify in your Project Brief or another you carry, deal in, or are authorized to sell, to you or your personnel, or to otherwise advance ODT's or a Drafter's own cabinetry sales interests. This does not prevent ODT or a Drafter from responding to your own request, including a request for a professional opinion, or a request to purchase cabinetry, materials, or services; provided the responding party discloses any financial relationship it has with the manufacturer, dealer, or supplier in question before doing so.
9. NON-CIRCUMVENTION
9.1 Engagements that begin on the Platform must stay on the Platform. During the term of this Agreement and for twelve (12) months after it ends, you will not solicit, hire, or engage any Drafter first introduced to you through the Platform to perform drafting or design services outside the Platform, unless ODT consents in writing.
9.2 This restriction does not limit your right to work with drafting professionals you did not meet through the Platform.
9.3 You acknowledge that breach of this Section would cause irreparable harm to ODT for which monetary damages may be inadequate, and ODT is entitled to seek injunctive relief in addition to other remedies.
10. INDEMNIFICATION
10.1 You will indemnify, defend, and hold harmless ODT and its officers and employees, and each Drafter engaged for your Projects, from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from (i) inaccurate, incomplete, or outdated Site Data; (ii) your approval or use of deliverables for manufacturing, ordering, fabrication, or installation; (iii) job-site conditions or installation workmanship; or (iv) the finished project’s compliance with codes, regulations, or permits.
10.2 Each party will indemnify, defend, and hold harmless the other from third-party claims arising from its own negligence, willful misconduct, or breach of this Agreement.
11. DISCLAIMERS; LIMITATION OF ODT’S LIABILITY
11.1 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” ODT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, THE CONDUCT OR WORK OF ANY DRAFTER, OR THE AVAILABILITY OF DRAFTERS.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODT’S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE SUBSCRIPTION AND SERVICE FEES YOU PAID TO ODT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, AND ODT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR THE COST OF MANUFACTURED, ORDERED, OR INSTALLED PRODUCT.
11.3 Your remedies with respect to drafting work are against the Drafter under the Project Contract and are subject to the correction remedy and liability cap in Exhibit A. Nothing in this Agreement limits liability that cannot be limited under applicable law.
12. TERM AND TERMINATION
12.1 This Agreement begins on the Effective Date and continues until terminated. Either party may terminate at any time with thirty (30) days’ written notice; either party may terminate immediately for the other’s material breach. ODT may suspend or remove Platform access immediately for fraud, non-payment, ratings manipulation, or circumvention.
12.2 Termination does not terminate Project Contracts then in progress unless the affected Drafter agrees; you will complete or wind down open Projects through the Platform and pay for all approved work and work in progress through the termination date.
12.3 Sections 5, 7, 8, 9, 10, 11, 13, and 14 survive termination.
13. GOVERNING LAW
13.1 This Agreement is governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict-of-laws principles.
14. DISPUTE RESOLUTION
14.1 For any dispute between you and ODT arising out of or relating to this Agreement or the Platform, the parties will first attempt informal good-faith negotiation. If not resolved within thirty (30) days, the parties will submit the matter to mediation in Billings (Yellowstone County), Montana, before a mutually agreed mediator; if mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Billings (Yellowstone County), Montana, before a single arbitrator, governed by the Montana Uniform Arbitration Act, Mont. Code Ann. Title 27, chapter 5. The parties will attempt to agree on the arbitrator within twenty (20) days after written demand for arbitration; if they do not agree, either party may apply to a court of competent jurisdiction in Yellowstone County, Montana, to appoint the arbitrator as provided in that Act. The arbitrator will determine the procedure, including the scope of any discovery, and will issue a written award stating the essential findings on which it rests. Judgment on the award may be entered in any court having jurisdiction. In any mediation, arbitration, or court proceeding arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs, including arbitrator and mediator fees, from the non-prevailing party. Until an award or judgment determines the prevailing party, the parties split mediation and arbitration costs equally unless the arbitrator determines otherwise.
14.2 Disputes between you and a Drafter under a Project Contract are handled as described in Exhibit A, Section A-7.3.
14.3 Nothing in this Section prevents either party from seeking injunctive or equitable relief in a state or federal court of competent jurisdiction located in Yellowstone County, Montana, for matters related to confidentiality, non-circumvention, or intellectual property.
15. GENERAL PROVISIONS
15.1 Entire Agreement. This Agreement (with Exhibit A and the Platform policies referenced in it) is the entire agreement between you and ODT regarding the Platform and supersedes all prior negotiations, representations, or agreements on that subject.
15.2 Amendment. ODT may update Platform policies and fee schedules as described in this Agreement; all other amendments require a writing signed (or electronically accepted) by both parties.
15.3 Assignment. You may not assign this Agreement without ODT’s prior written consent, except to a successor of your business. ODT may assign it to a successor or affiliate.
15.4 Severability. If any provision is held unenforceable, the remainder stays in effect, and the provision will be modified to the minimum extent necessary to make it enforceable.
15.5 Third-Party Beneficiaries. Drafters engaged for your Projects are intended third-party beneficiaries of Sections 5.3 and 10.1 only; this Agreement otherwise creates no third-party rights.
15.6 Notices. Notices must be in writing and delivered by email or through the Platform to the addresses on file.
15.7 Electronic Acceptance; Counterparts. This Agreement may be accepted and executed electronically — including by clicking to accept during Platform onboarding — and in counterparts, each of which is deemed an original.
EXHIBIT A — STANDARD PROJECT TERMS
These terms are incorporated into every Project Contract formed on the Orange Design Team platform between a Company and a Drafter.
A-1. FORMATION; PARTIES
A-1.1 A binding contract (a “Project Contract”) is formed directly between the Company and the Drafter when the Drafter accepts a Project Brief (or the Company accepts the Drafter’s proposal) through the Platform. The Project Contract consists of the Project Brief, the agreed rate and timeline, and these Standard Project Terms. The Platform also generates a project-level record of the Project Contract for the Company and the Drafter to accept. That record documents these terms and does not amend, replace, supersede, or limit them; these Standard Project Terms control over that record.
A-1.2 ODT is not a party to any Project Contract. ODT provides matching, communication, and payment facilitation only, and does not supervise, direct, or control the Drafter’s work.
A-2. DELIVERABLES AND REVISIONS
A-2.1 The Drafter will prepare the drawings and deliverables described in the Project Brief, using generally accepted cabinetry drafting standards and the cabinet line and software specified in the Project Brief.
A-2.2 The Project Brief states the number of included revisions. Additional revisions, or changes to scope after acceptance, are billed at the Drafter’s posted rate through the Platform.
A-2.3 Time-based work is tracked and submitted through the Platform with the deliverables.
A-3. SITE DATA; COMPANY RESPONSIBILITY
A-3.1 Drawings are prepared from the measurements, field verifications, dimensions, existing conditions, specifications, and other project information supplied by the Company in the Project Brief or through the Platform (“Site Data”). The Company is solely responsible for the accuracy and completeness of all Site Data, including field verification of measurements and existing conditions. The Drafter has no obligation to visit the site or independently verify Site Data.
A-3.2 The Company is solely responsible for reviewing and approving all deliverables — including dimensions, clearances, appliance and fixture specifications, and fit — before using them for manufacturing, ordering, fabrication, or installation. The Company’s approval of a deliverable constitutes acceptance.
A-3.3 The Company is solely responsible for compliance of the finished project with applicable building codes, regulations, and permitting requirements. Deliverables are cabinetry drafting documents, not architectural or engineering plans, and are not sealed by a licensed architect or engineer.
A-3.4 If the Drafter identifies Site Data that appears incorrect, incomplete, or inconsistent, the Drafter’s sole obligation is to promptly flag it through the Platform.
A-4. ERRORS AND OMISSIONS; LIABILITY
A-4.1 If a deliverable contains a drafting error attributable solely to the Drafter — meaning a failure to accurately reflect the Site Data and written instructions provided — the Drafter will, as the Company’s sole and exclusive remedy, correct and redeliver the affected drawings at no additional charge, provided the Company notifies the Drafter through the Platform within fifteen (15) days of delivery and before manufacturing, ordering, or fabrication based on the affected drawings.
A-4.2 As between the Company and the Drafter, the Company assumes all responsibility and liability for cabinetry, manufacturing, fabrication, installation, and design outcomes arising from Site Data, from the Company’s approval or use of deliverables, or from job-site conditions. The Drafter is not liable for errors, defects, delays, rework, replacement product, or other costs or damages arising from inaccurate, incomplete, or outdated Site Data, whether or not a deliverable incorporated that Site Data.
A-4.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DRAFTER’S TOTAL AGGREGATE LIABILITY UNDER A PROJECT CONTRACT WILL NOT EXCEED THE FEES PAYABLE TO THE DRAFTER FOR THAT PROJECT, AND NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR THE COST OF MANUFACTURED, ORDERED, OR INSTALLED PRODUCT, LOST PROFITS, OR DELAY DAMAGES.
A-5. PAYMENT
A-5.1 All Project Contract payments are made through the Platform. The Company will approve and pay for completed deliverables through the Platform in accordance with the Project Brief and the Platform’s posted payment policies.
A-5.2 Payment by the Company to ODT (as the Drafter’s limited payment collection agent) satisfies the Company’s payment obligation to the Drafter for the amount paid.
A-5.3 ODT’s platform fees apply to each Project as set out in each party’s platform agreement with ODT: the Company service fee is added to Project invoices on top of the Drafter’s rate, and the Drafter service fee is deducted from Drafter payouts. Subscription fees, if any, are as published on the Platform.
A-6. WORK PRODUCT
A-6.1 Upon the Company’s full payment for a Project through the Platform, the Drafter assigns to the Company all right, title, and interest in the drawings and deliverables produced for that Project. Until full payment, the Drafter retains ownership.
A-6.2 The Drafter retains ownership of pre-existing tools, templates, standard details, and general know-how, and grants the Company a license to use them solely as embedded in the deliverables.
A-6.3 The Drafter will not display or reuse the Company’s deliverables (including for a portfolio) without the Company’s written consent.
A-7. RELATIONSHIP; CONFIDENTIALITY; DISPUTES
A-7.1 The Drafter performs each Project as an independent contractor of the Company. Nothing in a Project Contract creates an employment, partnership, joint venture, or agency relationship between the Company and the Drafter, or between either of them and ODT.
A-7.2 Each party will keep the other’s non-public project information confidential and use it only to perform the Project Contract. This obligation survives completion of the Project.
A-7.3 The Company and the Drafter will first attempt to resolve Project disputes through the Platform’s dispute process. ODT may facilitate resolution but has no obligation to resolve, and no liability for, disputes between the Company and the Drafter. Any Project Contract dispute not resolved through the Platform shall be governed by Montana law and resolved by binding arbitration in Billings (Yellowstone County), Montana, before a single arbitrator, governed by the Montana Uniform Arbitration Act, Mont. Code Ann. Title 27, chapter 5. If the Company and the Drafter do not agree on the arbitrator within twenty (20) days after written demand for arbitration, either may apply to a court of competent jurisdiction in Yellowstone County, Montana, to appoint the arbitrator as provided in that Act. Judgment on the award may be entered in any court having jurisdiction.