Showroom Vendor Agreement

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

Effective Date

July 20, 2018

Your Acceptance of this Agreement

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

Your Acceptance of Our Terms of Use and Privacy Policy

By agreeing to this Showroom 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 Showroom 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 Showroom 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 Showroom Vendor Agreement and our Terms of Use or Privacy Policy, this Showroom Vendor Agreement controls.

Opening a Showroom Account

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

Showroom Account Privileges and Responsibilities

The Public Profile. By establishing a Showroom Account, you will be able to market and sell product through the Site and a dedicated public profile that will allow you to manage your trade clients, manage quotes and order requests, and facilitate communication with manufacturers and brands to coordinate customizations and order options. All product sold through the Site shall be contained in a digital brand catalog by the brand manufacturer or be otherwise posted to the Site (if the particular brand manufacturer does not manage a digital brand catalog). Showroom Squared makes no representations or warranties regarding the accuracy or completeness of such catalogs or postings, which are provided “as-is” and “as available.” All brand manufacturers must approve your ability to sell the product within their catalog before you will be given access to such functionality.  You will remain responsible for managing all relationships impacting your profile, including client relationships and brand manufacturer relationships. Showroom Squared shall not be liable for any reason in the event any one or more such parties terminate their relationship with you in a manner that might impact your public profile. You shall bear the cost of creation and maintenance of your public profile, unless Showroom Squared expressly agrees to the contrary in writing.

Communications. By establishing a Showroom Account, you may also send and receive communications through this Site to and from brand manufacturers and end clients regarding the products you are authorized to sell, and estimates and quotes, customizations, and any other topic relating thereto. 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 your sale of product through the Site. Such obligations, terms and conditions may include honoring sales prices, delivery details, and any other transaction term agreed to through this Site.

Processing Orders.  This Site contains functionality to allow for the taking and processing of orders from end clients. However, all payments due and payable by end clients in connection with such orders must be processed separately and are not, at this time, processed via functionality offered within the Site. Showroom Squared shall monitor the status of all orders made through this Site.

Commissions Payable on Orders Placed through this Site

In each instance that an order is placed through this Site, you shall pay to Showroom Squared a commission in an amount, at such times, and pursuant to the terms and conditions set forth in your particular Showroom Account Order Form (the “Showroom Squared Commission”). Absent express language to the contrary in your particular Showroom Account Order Form, all Showroom Squared Commissions (i) paid to Showroom Squared are non-refundable unless you deliver documentation to show that the applicable order has been cancelled within fourteen (14) days of cancellation; (ii) shall be due and payable within thirty days of delivery by Showroom Squared of an invoice outlining the amount of Showroom Squared Commissions payable; and (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.

Under no circumstances shall you carry out any practice through this Site that could be construed as a method to avoid or evade liability for the Showroom Squared Commission, such as recording the order for a potential buyer “off-Site.” You shall not undertake to:

·      Offer any prospective purchaser a discount or other alternative pricing model for making a direct off-Site order, rather than proceeding through the Site;

·      Engage on this Site with a prospective buyer in any form or fashion, including quote generation, and then subsequently conduct order generation activities “off-Site,” thereby circumventing the Showroom Squared Commission; or

·      Otherwise engage in activity which Showroom Squared believes, in its good faith sole discretion, to result in funneling orders off-Site.

You shall maintain a reasonable accounting and supporting records pertaining to all sales made, whether through this Site or otherwise. Showroom Squared and its representatives may audit, with reasonable prior notice, such records relating to transactions completed within the two years prior to the audit date, in the event Showroom Squared believes you may be employing methods to circumvent liability for the Showroom Squared Commission. Any audit will be conducted at Showroom Squared’s expense (but will be reimbursed by you if the audit uncovers material discrepancies that result in additional Showroom Squared Commissions payable), at reasonable times, and at your usual place of business.