Last Updated: April 18th, 2017
THE TERMS ARE INTENDED FOR ALL USERS OF THE WEBSITE AND SERVICE, INCLUDING THOSE WHO ARE SIMPLY NAVIGATING THE WEBSITE, OR THOSE WHO REGISTER AN ACCOUNT TO PURCHASE GOODS VIA THE WEBSITE. BY USING OR ACCESSING THE WEBSITE OR SERVICE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE WEBSITE OR SERVICE. IF YOU (OR THE BUSINESS ENTITY WHOM YOU REPRESENT OR ARE ACTING ON BEHALF) HAVE A SEPARATE AGREEMENT WITH SHOWROOM (INCLUDING, WITHOUT LIMITATION SPECIFIC PURCHASE ORDER AGREEMENTS), THE TERMS OF THAT SEPARATE AGREEMENT(S) SHALL GOVERN TO THE EXTENT THEY ARE INCONSISTENT WITH OR OTHERWISE CONFLICT WITH ANY OF THE TERMS.
Interior Designer Obligations. You must be a licensed Interior Designer in the jurisdiction where you reside and in compliance with any applicable federal, state and local laws or regulations.
Account Registration. As a condition of your use of certain features of the Service, you may be required to register an account with SHOWROOM and must provide true and accurate account information at all times (including, without limitation, ensuring that your account information remains current at all times by updating your account profile.)
Account Security: As part of the registration process, you will be instructed to choose a username and password. The selected username and password may only be used by you. You are solely responsible for maintaining and protecting the confidentiality of your username and password, and are fully responsible for all activities that occur thereunder. We reserve the right to reclaim user names on behalf of businesses or individuals that hold legal claim or trademark on those usernames. Accounts using business names and/or logos to mislead others will be permanently suspended.
Minimum Age. The Website and Service are intended solely for persons who are 18 years of age or older. Any access to or use of the Website or Service by anyone under 18 years of age is expressly prohibited. By accessing or using the Website or Services, you represent and warrant that you are 18 years old or older.
Mobile Application. To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain mobile application and related features may be prohibited or restricted by your carrier, and not all features of the Service may work with all carriers or devices. By downloading and using the Showroom Mobile Application, you agree that we may communicate with you regarding SHOWROOM and its affiliates and advertising partners by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Service may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your SHOWROOM account information to ensure that your messages are not sent to the person that acquires your old number.
Right to Refuse Service. We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. Further, we reserve the right to refuse service to anyone, for any reason, at any time.
- Copyright and Intellectual Property Policy
1. CONDITIONS OF SALE
SHOWROOM made to order merchandise requires a 50% deposit at time of order.
- Design, finish and fabric approval must be confirmed via the Website (including the Showroom Mobile Application) before manufacture shall commence.
- Balance due before shipping.
- Delivery must be accepted within 21 days of completion.
- SHOWROOM stands behind the quality of our product and will do everything possible to make right any dissatisfaction due to construction issues within one year of purchase. However, SHOWROOM is not responsible for issues caused by unusual use, or dissatisfaction with design after client approval is received
- SHOWROOM does not guarantee colorfastness nor durability of fabric.
- SHOWROOM recommends white glove delivery of all products. SHOWROOM is not responsible for any damage caused by or otherwise the responsibility of any third party delivery company.
- Client accepts all liability for any infringement claims or violation of third party intellectual property rights based on the Client-submitted design and/or completed merchandise.
- ALL CUSTOM ITEMS ARE FINAL SALE AND ARE NOT RETURNABLE.
- Payment accepted via credit card and other payment instrument. We currently accept Visa, MasterCard, American Express, Discover, and ACH payments.
- You represent and warrant to SHOWROOM that any payment account information is true and that you are authorized to use the subject account.
- You must promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
- When you arrange for shipment, all charges for the shipment and any additional fees payable to SHOWROOM (“Charges”) will be charged to the credit card or other payment instrument associated with your account.
- By ordering goods via the Service, you authorize SHOWROOM to bill your payment instrument for Charges in accordance with the Terms.
- Except as otherwise agreed by the parties, all charges, fees, or surcharges shall be those in effect at the time of shipping, available either via email, on the Website or Showroom Mobile Application.
- The applicable Charges will be based upon the characteristics of the shipment actually tendered to us.
- If you dispute any Charges you must let SHOWROOM know within sixty (60) days after the date that SHOWROOM bills your payment instrument.
- You shall be responsible for all taxes associated with Service other than U.S. taxes which are SHOWROOM’s responsibility.
- Shippers are responsible for providing accurate and complete shipment information to SHOWROOM, including service selected, number, weight, and dimensions of shipments. If any aspect of the shipment information is incomplete or incorrect as determined by SHOWROOM in its sole discretion, SHOWROOM may adjust Charges at any time.
- All prices shown on the Website are subject to change without notice.
- SHOWROOM assumes no responsibility and shall incur no liability whatsoever if price change notices are not received.
Use of the Website/Service by All Users
PRODUCTS/SERVICES INFORMATION: We attempt to ensure that information on the Website is complete, accurate and current. Despite our efforts, the information on the Website may be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currentness of any information on this Website. All features, specifications, and other details of the products and services offered via the Service and Website and, as applicable, prices of products and services described or depicted on the Website are subject to change at any time without notice.
LIMITED LICENSE: By agreeing to the Terms, SHOWROOM grants you a limited, reversible, non-exclusive, personal, non-sublicensable, non-transferable, non-assignable license to access and use the Service for your personal or business entity use only. To the extent your use of the Service encompasses SHOWROOM’s mobile application or platform or related tools provided through software, the foregoing license is limited to accessing and using such software through a device owned or controlled by you or your business entity. SHOWROOM expressly reserves all rights in its intellectual property associated with the Service not expressly granted to you in the Terms.
You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial or any other non-personal purpose any content accessible via the Service without the express written consent of SHOWROOM. SHOWROOM retains the right to determine whether or not your use of the Service is consistent with the Terms. We may suspend, restrict or terminate your use of the Website or Services and to refuse any future use of all or portions of the Website or Services if your use breaches or fails to comply with any of the Terms. Additionally, we may seek any and all other remedies available to it, including (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the Terms; and/or (b) seeking damages relating to any breach or failure to comply with any of the Terms.
Prohibited Use of the Website/Service: In consideration of being allowed to use the Service (or any portion or features thereof), you agree that the following actions, without limitation, shall constitute a material breach of the Terms:
- Utilizing the Service or otherwise engaging in conduct via the Service in violation of any applicable local, state, national, or international law or regulation.
- Infringe upon any third-party’s copyright, patent, trademark, trade dress, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy (see also, SHOWROOM’s Copyright and Intellectual Property Policy).
- Interfering with or damaging the Service, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
- Transmitting or submitting orders for materials that infringe or violate the intellectual property or contractual rights of others or the privacy or publicity rights of others.
- Using the Website or Service for any commercial or competitive purpose whatsoever without express, written permission from SHOWROOM.
- Transmitting content that is unlawful, obscene, defamatory, predatory of minors, threatening, harassing, abusive, slanderous, or hateful to any person or entity as determined by SHOWROOM in its sole discretion.
- Using the Service in a way that is intended to harm, or a reasonable person would understand would likely result in harm, to the user or others.
- Collecting information about others, including e-mail addresses.
- Using any deep-link, page-scrape, robot, crawl, index, spider, click spam, macro programs, Internet agent, or other automatic device, program, algorithm or methodology which does the same things, to use, access, copy, acquire information, generate impressions or clicks, input information, store information, search, generate searches, or monitor the Service or any portion thereof, without the express, written consent of the SHOWROOM.
- Taking any action with respect to the Service which we deem to be (in our sole and absolute discretion) inappropriate for, damaging to, or not in the best interest of, the Service or the best interests of SHOWROOM’s business operations.
- Assisting any other party in doing or engaging in any of the foregoing conduct.
SHOWROOM expressly reserves the right, in its sole discretion, to terminate a user's access to the Service or any portion thereof due to any act that would constitute a violation of the Terms. In addition to violating the Terms, the foregoing actions on your part, or on behalf of any entity you are employed or otherwise acting as an agent for, involving intentional, unauthorized access of a protected computer or user accounts, may constitute a violation of state and federal law, including, but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), and may potentially subject you and any affiliated parties to civil liability and criminal prosecution.
Third Party Content and Websites. The Service (and any portions thereof) may contain features and functionalities that may link to other websites with goods and services offered by third parties which may be of interest to you. We are providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SHOWROOM of the linked website and/or the content and materials found at the linked website, except as specifically stated otherwise by SHOWROOM. It is your responsibility to take precautions to ensure that whatever you select for your use is free of viruses or other items of an intrusive nature. We do not accept responsibility for those sites. Accessing any such links from the Service to gain access to other websites is at your own risk.
You have the right to terminate your account at any time by sending a cancellation request to firstname.lastname@example.org. SHOWROOM reserves the right to terminate your account and access to the Service at any time. Termination by SHOWROOM shall include removal of access to the Service, deletion of your password, deletion of all related information and files, may include the deletion of content associated with your account (or any part thereof), and other steps intended to bar your further use of the Service.
7. Modification, Limitation and Discontinuance of the Service.
SHOWROOM reserves the right at any time to limit access to, modify, change or discontinue any aspect of the Service with or without notice to you. In no event will SHOWROOM be liable to you for any such modification, suspension or discontinuance of the Service. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you. You agree that SHOWROOM will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of the Service.
8. Intellectual Property.
Except where expressly stated otherwise, SHOWROOM, INC. is the owner or the licensee of all intellectual property rights associated with the Website and Service and/or located on any SHOWROOM websites, online tools or mobile applications and in the materials published or otherwise made available via the Website or Service. Those works, marks or inventions are protected by copyright, patent and trademark laws and treaties around the world and may not be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, unless expressly permitted by us. Except where expressly provided otherwise by us, nothing made available to users via the Service may be construed to confer any license or ownership right in or materials published or otherwise made available through our site or our services, whether by estoppel, implication, or otherwise. All rights not granted to you in the Terms are expressly reserved by us.
UNLESS PROVIDED FOR IN A SEPARATE AGREEMENT BETWEEN YOU AND SHOWROOM, THE WEBSITE AND SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHOWROOM ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE TIMELINESS, DELETION OF CONTENT OR FAILURE BY THE WEBSITE OR SERVICE. SHOWROOM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (D) ANY CONTENT OR INFORMATION YOU PROVIDE OR WE COLLECT WILL NOT BE DISCLOSED OR (E) ANY ERRORS IN THE SERVICE (OR ANY PORTION OR FEATURE THEREOF) WILL BE CORRECTED. YOU AGREE THAT USE OF THE SERVICE IS AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SHOWROOM OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OF ANY KIND. IN SOME JURISDICTIONS, DISCLAIMERS OF IMPLIED WARRANTIES ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU AS THEY RELATE TO IMPLIED WARRANTIES.
10. LIMITATION OF LIABILITY.
TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SHOWROOM, INC., OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, EXCEED $100.00. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SHOWROOM WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF SHOWROOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, "DAMAGES"), RESULTING FROM: (A) THE USE OR INABILITY TO USE ANY ASPECT OF THE WEBSITE OR SERVICE (INCLUDING THE SHOWROOM MOBILE APPLICATION; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE WEBSITE OR SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE WEBSITE OR SERVICE; (G) ANY BREACH OF THIS AGREEMENT BY SHOWROOM OR OUR FAILURE TO PROVIDE THE WEBSITE OR SERVICE OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN SOME JURISDICTIONS, LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THIS PARAGRAPH SHALL NOT AFFECT THE RIGHTS LISTED BELOW IN THE SECTION TITLED “INDEMNIFICATION.”
You (and/or the business entity you represent) agree to indemnify, defend and hold harmless SHOWROOM, INC., its officers, directors, shareholders, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys' fees and court costs due to or arising from: (a) any violation of the Terms by you; (b) any content or other information provided by you to SHOWROOM or that you submit, transmit or otherwise make available through the Service; (c) your use of the Website or Service; (d) any claim or demand asserted by any party against SHOWROOM arising from or related to your activities or conduct on or through the Website or Service; or (e) any violation of any rights of another or harm you may have caused to another. SHOWROOM shall retain sole control of the defense of any such damage or claim.
12. No Agency.
Except where provided for in a separate agreement with SHOWROOM, no agency, partnership, joint venture, or franchiser-franchisee relationship is intended or created by the Terms. Without limiting the foregoing, except as expressly set forth herein, SHOWROOM is not acting and does not act as an agent for any user or visitor of the Website or Service.
You agree that SHOWROOM may communicate any notices to you under the Terms, through electronic mail, regular mail or posting the notices on the Website. All notices to SHOWROOM will be provided by either sending: (i) an email to your registered e-mail account; or (ii) a letter sent via first class mailing, to the physical address associated with your account. Such notices will be deemed delivered upon the earlier of the verification of delivery or two (2) business days after being sent.
14. Entire Agreement.
Unless you enter into a separate written agreement with us that provides otherwise, this Agreement governs your use of the Website and Service and constitutes the entire agreement between you and SHOWROOM. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and SHOWROOM regarding the subject matter contained in this Agreement.
15. Governing Law & Exclusive Venue.
Any and all claims relating to or arising out of your use of the Website or Service shall be governed by the laws of the State of California and litigated in the County of Los Angeles in the State of California. Any disputes, actions, claims or causes of action arising out of or in connection with the Terms or the Website or Service shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of Los Angeles in the State of California.
You may not assign these Terms without the prior written approval of SHOWROOM. Any purported assignment in violation of this section shall be void. SHOWROOM reserves the right to use third party providers in the provision of the Website and Service. In the event of any litigation of any controversy or dispute arising out of or in connection with these Terms, its interpretation, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute. Any and all rights not expressly granted herein are reserved by SHOWROOM.
17. Contact Us.
Please feel free to contact us with any comments, questions or suggestions you might have regarding the Website and Service. You may contact us via e-mail at email@example.com or via regular mail at 1901 Avenue of the Stars, Suite 480, Los Angeles, CA 90067.
By using Showroom you agree to our terms and conditions. Do not hesitate to contact us if you have any questions or concerns.