Brand Vendor Agreement

Thank you for using this service, which is owned by Showroom Squared LLC (“Showroom Squared,” “we,” “us,” or “our”). This Brand Vendor Agreement shall govern your use of this service and your Brand Account through the Showroom Squared-owned platforms (collectively, this “Site”), including our website at http://www.showroomsquared.com and any mobile application, rendering or mobile link to such website.

Effective Date

July 20, 2018

Your Acceptance of this Agreement 

This Brand Vendor Agreement applies to all users of the Site that establish a Brand Account. By establishing a Brand Account, you are agreeing to comply with and be bound by this Brand Vendor Agreement. If you are using this Site and operating a Brand Account on behalf of any entity, you represent and warrant that you are authorized to accept this Brand Vendor Agreement on such entity’s behalf and that such entity agrees to be responsible to us if you or such entity violates this Brand Vendor Agreement. If you do not agree to this Brand Vendor Agreement, you may not access or use this Site through a Brand Account.

Your Acceptance of Our Terms of Use and Privacy Policy

By agreeing to this Brand Vendor Agreement, you agree to the terms of our Terms of Use and Privacy Policy, which are each expressly incorporated herein. Before using this Site and establishing a Brand Account, please carefully review our Terms of Use and Privacy Policy. All activity on this Site is subject to the Terms of Use and all information provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy. As such, this Brand Vendor Agreement is supplementary to the Terms of Use and Privacy Policy; however, to the extent there is conflict between the express terms of this Brand Vendor Agreement and our Terms of Use or Privacy Policy, this Brand Vendor Agreement controls.

Opening a Brand Account

In order to open a Brand Account, you must request a Brand Account Order Form and, upon receipt, submit the completed Brand Account Order Form as provided, which is hereby incorporated by reference and made a part of this Brand Vendor Agreement. You must provide Showroom Squared accurate and complete contact and payment details in the Brand Account Order Form and immediately notify Showroom Squared if such details are modified or changed for any reason. By opening a Brand Account, you represent and warrant that all information provided during the registration process (including all information on the Brand Account Order Form) is accurate to the best of your knowledge and belief.

Brand Account Privileges and Responsibilities 

The Brand Catalog. By establishing a Brand Account, you will be entitled to create and publish a digital brand Catalog (your “Catalog”) of products available for sale, customization, manufacture, or otherwise through this Site by partner showrooms or sales representatives of your choosing. It is notable that you may also be required to claim existing postings relating to your products that have been established by partner showrooms on the Site. Showroom Squared makes no representations or warranties regarding the accuracy or completeness of such existing postings (which are provided “as-is” and “as available”) and encourages you to claim and otherwise revise any such postings so that they contain accurate and up-to-date information.  Otherwise, you will be required to upload to this Site all content necessary for the successful creation of your Catalog in accordance with the applicable instructions on this Site. You must also upload all other content required for your partner showrooms to package and market any of your products, such as customization options. Your Catalog should include all products and options you intend to be available through the Site with one or more partner showrooms of your choosing. Your Catalog should be regularly updated to reflect the availability, pricing and specifications of your products. You shall bear the cost of creation and maintenance of all electronic and digital content that comprises the Catalog, and the costs to compile the Catalog within this Site, unless Showroom Squared expressly agrees to the contrary in writing.

Showroom Squared may, in its sole and exclusive discretion, determine whether any content comprising your Catalog complies with such instructions and is satisfactory for use within this Site. If content is determined to be unsatisfactory, Showroom Squared reserves the right to remove or modify this content. Furthermore, you may not include product in your Catalog if you are not the manufacturer thereof or you do not have the express authorization of the manufacturer thereof. You are solely responsible for compliance with any terms or obligations relating to such authorization, including payment of any royalty or other fee. Showroom Squared reserves the right to delete all or any portion of your Catalog that it determines, in its sole discretion, is comprised of products that are not manufactured by you or that you do not have authorization to include on this Site.

Communications. By establishing a Brand Account, you may also send and receive communications through this Site to and from showrooms regarding your products (and the ability of a party to begin selling the same), your Catalog (and the ability of a party to market the same or portions thereof), estimates and costs, order lead time, product delivery, and customizations. It is your responsibility to respond to all such communications in a timely manner (we recommend one day or less). It is also your responsibility to respond to all such communications accurately and to honor the commitments you make through this Site. All such commitments shall be made directly between the parties, and Showroom Squared shall not be a party to, or otherwise liable (whether by performance or otherwise) any obligations, terms or conditions relating to the sale of your product through the Site. Such obligations, terms and conditions may include fulfilling orders and honoring quoted costs, estimated lead and delivery times, and any other transaction term agreed to through this Site.

Catalog Maintenance Fees

You shall pay all a fee in an amount, at such times, and pursuant to the terms and conditions set forth in your particular Brand Account Order Form (the “Catalog Maintenance Fee”). Absent express language to the contrary in your particular Brand Account Order Form, all Catalog Maintenance Fees (i) paid to Showroom Squared are non-refundable upon receipt by Showroom Squared; (ii) shall be due and payable as of the first day of each calendar month; (iii) shall accrue a late fee if not paid within ten days of the date due equal to the lesser of (a) ten percent (10%) of the then outstanding balance; and (b) the maximum amount allowed by law.