Terms of Service
July 20, 2018
Your Consent to Other Agreements
By signing up to create a Showroom Account, you agree to the terms and conditions set forth in the Showroom Vendor Agreement. By signing up to create a Brand Account, you agree to the terms and conditions set forth in the Brand Vendor Agreement.
Ownership of this Site and its Content
This Site, including all its software and code comprising or used to operate this Site, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including Feedback and User-Generated Content (collectively, “Content”), are protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights therein are the property of Showroom Squared or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.
The presence of any Content on this Site does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this Site. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.
Permission is hereby granted to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and for a period only so long as necessary to conclude the underlying business associated therewith, provided that you (i) do not modify the Content; (ii) you retain any and all copyright and other proprietary notices contained in the Content; and (iii) you do not copy or post Content which is not your User-Generated Content on any network computer or broadcast Content which is not your User-Generated Content in any media.
The Showroom Squared name, all product and service names, all graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Showroom Squared (the “Showroom Squared Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the Showroom Squared Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of the Showroom Squared Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.
Responsibility for User-Generated Content Posted on or Through this Site
You are responsible for User-Generated Content that you post. Under no circumstances will we be liable in any way for any text, photographs, documents, images, illustrations, graphics, sounds, video and audio-video clips, and other content you and others post, email, transmit or otherwise make available on or through this Site that does not constitute Feedback (collectively, “User-Generated Content”). User-Generated Content shall also be deemed to include any and all representations and warranties (express or implied), agreements, and undertakings made or otherwise communicated through this Site, or relating to any items offered for sale, lease, customization, manufacture, or otherwise through this Site.
Because we do not control the User-Generated Content posted, emailed, transmitted or otherwise made available on or through this Site, but instead operate only as a conduit to facilitate interaction, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of any User-Generated Content and we will not enforce right (except as expressly set forth herein) relating any User-Generated Content. You also agree and understand that by accessing this Site, you may encounter User-Generated Content that you may consider to be objectionable or otherwise in violation of your rights. We have no responsibility for any User-Generated Content, including without limitation any errors or omissions therein, except as expressly set forth herein. We are not liable for any loss or damage of any kind you may claim was incurred as a result of the use of or reliance upon any User-Generated Content posted, emailed, transmitted or otherwise made available on or through this Site. The User-Generated Content posted on or through this Site is personal to the individuals who posted it and does not necessarily reflect the views of Showroom Squared or any person or entity associated with Showroom Squared. We do not fulfill orders placed as a result of communications transmitted hereon. Orders placed through this Site are placed directly with the applicable user to whom the order communicated and the contract of sale relating thereto is between you and such user, directly. Such user is responsible for providing you with all relevant information relating to the contract of sale including without limitation your terms of business and delivery information, returns and cancellations policies, and information about how (if at all) they will use any of your personal data. You acknowledge that Showroom Squared is not and will not be a party to any contract that may come into existence between you and any such user that you purchase product from or who you may otherwise meet or come into contact with through this Site. We will not be liable for any loss or damage suffered by you as a result of your dealings with any such user or any person, firm or company you have come into contact with through this Site.
You own User-Generated Content, but we may use it. You own the copyright in any original User-Generated Content you post and we do not claim any copyrights in User-Generated Content. However, by using this Site you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain repurpose, and commercialize User-Generated Content you post in any and all media or form of communication whether now existing or hereafter developed, for the purpose of providing services to you and those you interact with through the Site, all without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For these reasons, we ask that you not post any User-Generated Content that you do not wish to license to us, including any photographs, videos, confidential information, or product ideas. Furthermore, we may use certain User-Generated Content in a manner that does not identify or otherwise reference you in performing data analytics, understanding trends and interests, and gathering metrics regarding use of the Site. We may share this information with third parties for purposes of improving the Site and our customers’ ability to interface and make use of the same, as well as for other business purposes.
We may disclose and/or remove User-Generated Content. Showroom Squared does have certain rights with regard to User-Generated Content. We have the right (but do not assume the obligation) to:
monitor all User-Generated Content;
require that you avoid certain subjects;
remove or block any User-Generated Content at any time without notice at our sole and absolute discretion;
terminate your access to and use of this Site, or to modify, edit or block your transmissions thereto in our sole discretion.
You agree that our exercise of such discretion shall not render us the owners of User-Generated Content you post, and that you will retain ownership thereof as described above.
upload, post, transmit or otherwise make available
any User-Generated Content that is unlawful, harmful, hateful, threatening, abusive, harassing, intimidating, stalking, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another’s privacy;
any User-Generated Content that constitutes or encourages activity illegal under criminal or civil law;
any User-Generated Content that is false, misleading, or fraudulent;
any User-Generated Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
any User-Generated Content that violates or infringes upon the rights of others, including User-Generated Content which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
any User-Generated Content that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under 18 years old but you are his/her parent or legal guardian; or
any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or
violate any local, state, national or international law, rule or regulation.
Removal of Content
Violation of copyrights. Showroom Squared does not knowingly violate or permit others to violate the copyrights of others. We will promptly remove or disable access to material that we know is infringing or if we become aware of circumstances from which infringing activity is apparent.
If you are requesting removal of content because of a violation of your copyrights, please note that the Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your own work, or the work of a third party for which you are authorized to act, is featured on this Site or has been otherwise copied and made available on this Site in a manner that constitutes copyright infringement, please notify us immediately. Your notice must be in writing and must include
· an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest;
· a description of the copyrighted work that you claim has been infringed;
· a description of where the material that you claim is infringing is located on this Site (including the URL, title and/or item number if applicable, or other identifying characteristics);
· your name, address, telephone number, and email address, and, if you are not the owner of the copyright, the name of the owner; and
· a written statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
· a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Your statement must be addressed as follows:
Showroom Squared LLC
Attn: Copyright Officer
1 Astor Court, Lake Forest, IL 60045
Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the Digital Millennium Copyright Act shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.
Although we do not claim ownership of User-Generated Content, the text, photographs, images, illustrations, graphics, sounds, video and audio-video clips, and other content you post on or through this Site that is specifically about how we can improve this Site and the products and services we make available through this Site (“Feedback”) will be and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.
In consideration of your use of this Site, you agree that to the extent you provide personal and business information to Showroom Squared, it will be true, accurate, current, and complete and that you will update all such information, as necessary, from time to time.
To the extent you create an account through this Site, you understand and agree that any account you create, including your username and password, are personal to you and may not be used by anyone else. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password by you or by anyone else using your username and password, whether or not authorized by you. You agree to change your password immediately if you believe your password may have been compromised or used without authorization. You also agree to immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password by contacting us using the information provided below. Until we are so notified you will remain liable for any unauthorized use of your account.
You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree that you are solely responsible for your conduct while accessing or using this Site. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. You agree not attempt to gain unauthorized access to this Site or its related systems or networks, or access or reverse engineer the same in order to build a competitive product or service, or to copy any ideas, features, functions or graphics of this Site. You agree not to run any form of auto-responder or "spam" on this Site, use manual or automated software, devices, or other processes to "crawl" or "spider" any page of this Site or harvest or scrape any Content or User-Generated Content from this Site. We reserve all rights and remedies available to us.
WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT (INCLUDING USER-GENERATED CONTENT), OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THIS SITE AND ALL OF ITS CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SHOWROOM SQUARED, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT (INCLUDING USER-GENERATED CONTENT), AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHOWROOM SQUARED, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT (INCLUDING USER-GENERATED CONTENT) OF THIS SITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.
WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).
SHOWROOM SQUARED DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED SHOWROOM SQUARED SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN USER-GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF SHOWROOM SQUARED. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU, BUT SHALL, TO THE FULLEST EXTENT POSSIBLE.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OURSELVES AND OUR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.
IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
Links to Third-Party Websites
We may terminate your access to all or any part of this Site at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your account, you may do so by following the instructions on this Site.
Modification and Discontinuation
We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.
Arbitration and Dispute Resolution
Governing Law, Jurisdiction and Venue
Showroom Squared LLC
Attn: Data Privacy Officer