Contracts

Privacy and Cookie Policy

1. Introduction

1.1 We are committed to safeguarding the privacy of our website visitors; in this policy we explain how we will treat your personal information.

1.2 We will ask you to consent to our use of cookies in accordance with the terms of this policy when you first visit our website.

2. Collecting personal information

2.1 We may collect, store and use the following kinds of personal information:

(a) information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths);

(b) information that you provide to us when registering with our website (including your email address);

(c) information that you provide when completing your profile on our website (including but not limited toyour name, profile pictures, , , phone number, publications you work for or you own and employment details);

(d) information that you provide to us for the purpose of subscribing to our email notifications and/or newsletters (including [your name and email address);

(e) information that you provide to us when using the services on our website, or that is generated in the course of the use of those services (including [the timing, frequency and pattern of service use);

(f) information relating to any purchases you make of our services or any other transactions that you enter into through our website (including your name, address, telephone number , email address and card details);

(g) information that you post to our website for publication on the internet (including your user name, your profile pictures and the content of your posts);

(h) information contained in or relating to any communication that you send to us or send through our website (including the communication content and metadata associated with the communication); and

(i) [any other personal information that you choose to send to us].

2.2 Before you disclose to us the personal information of another person, you must obtain that person's consent to both the disclosure and the processing of that personal information in accordance with this policy.

3. Using personal information

3.1 Personal information submitted to us through our website will be used for the purposes specified in this policy or on the relevant pages of the website.

3.2 We may use your personal information to:

(a) administer our website and business;

(b) personalise our website for you;

(c) [enable your use of the services available on our website];

(e) supply to you services purchased through our website;

(f) send statements, invoices and payment reminders to you, and collect payments from you;

(g) send you non-marketing commercial communications;

(h) send you email notifications that you have specifically requested;

(i) send you our email newsletter, if you have requested it (you can inform us at any time if you no longer require the newsletter);

(j) (k) [provide third parties with statistical information about our users (but those third parties will not be able to identify any individual user from that information)];

(l) deal with enquiries and complaints made by or about you relating to our website;

(m)keep our website secure and prevent fraud; and

(n) verify compliance with the terms and conditions governing the use of our website (including monitoring private messages sent through our website private messaging service).

[additional list items]

3.3 If you submit personal information for publication on our website, we will publish and otherwise use that information in accordance with the licence you grant to us.

3.4 Your privacy settings can be used to limit the publication of your information on our website, and can be adjusted using privacy controls on the website.

3.5 We will not, without your express consent, supply your personal information to any third party for the purpose of their or any other third party's direct marketing.

3.6 All our website financial transactions are handled through our payment services provider, Stripe. You can review the provider's privacy policy at [https://stripe.com/gb/privacy. We will share information with our payment services provider only to the extent necessary for the purposes of processing payments you make via our website, refunding such payments and dealing with complaints and queries relating to such payments and refunds.

4. Disclosing personal information

4.1 We may disclose your personal information to any of our employees, officers, insurers, professional advisers, agents, suppliers or subcontractors insofar as reasonably necessary for the purposes set out in this policy.

4.2 We may disclose your personal information to any member of our group of companies (this means our subsidiaries, our ultimate holding company and all its subsidiaries) insofar as reasonably necessary for the purposes set out in this policy.

4.3 We may disclose your personal information:

(a) to the extent that we are required to do so by law;

(b) in connection with any ongoing or prospective legal proceedings;

(c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk);

(d) [to the purchaser (or prospective purchaser) of any business or asset that we are (or are contemplating) selling]; and

(e) [to any person who we reasonably believe may apply to a court or other competent authority for disclosure of that personal information where, in our reasonable opinion, such court or authority would be reasonably likely to order disclosure of that personal information].

4.4 Except as provided in this policy, we will not provide your personal information to third parties.

5. International data transfers

5.1 Information that we collect may be stored and processed in and transferred between any of the countries in which we operate in order to enable us to use the information in accordance with this policy.

5.2 Information that we collect may be transferred to the following countries which do not have data protection laws equivalent to those in force in the European Economic Area: [the United States of America, Turkey.

5.3 Personal information that you publish on our website or submit for publication on our website may be available, via the internet, around the world. We cannot prevent the use or misuse of such information by others.

5.4 You expressly agree to the transfers of personal information described in this Section 5.

6. Retaining personal information

6.1 This Section 6 sets out our data retention policies and procedure, which are designed to help ensure that we comply with our legal obligations in relation to the retention and deletion of personal information.

6.2 Personal information that we process for any purpose or purposes shall not be kept for longer than is necessary for that purpose or those purposes.

6.3

6.4 Notwithstanding the other provisions of this Section 6, we will retain documents (including electronic documents) containing personal data:

(a) to the extent that we are required to do so by law;

(b) if we believe that the documents may be relevant to any ongoing or prospective legal proceedings; and

(c) in order to establish, exercise or defend our legal rights (including providing information to others for the purposes of fraud prevention and reducing credit risk).

7. Security of personal information

7.1 We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.

7.2 We will store all the personal information you provide on our secure (password – and firewall protected) servers.

7.3 All electronic financial transactions entered into through our website will be protected by encryption technology.

7.4 You acknowledge that the transmission of information over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.

7.5 You are responsible for keeping the password you use for accessing our website confidential; we will not ask you for your password (except when you log in to our website).

8. Amendments

8.1 We may update this policy from time to time by publishing a new version on our website.

8.2 You should check this page occasionally to ensure you are happy with any changes to this policy.

8.3 We may notify you of changes to this policy by email or through the private messaging system on our website.

9. Your rights

9.1 You may instruct us to provide you with any personal information we hold about you; provision of such information will be subject to:

(b) the supply of appropriate evidence of your identity (for this purpose, we will usually accept a photocopy of your passport certified by a solicitor or bank plus an original copy of a utility bill showing your current address).

9.2 We may withhold personal information that you request to the extent permitted by law.

9.3 You may instruct us at any time not to process your personal information for marketing purposes.

9.4 In practice, you will usually either expressly agree in advance to our use of your personal information for marketing purposes, or we will provide you with an opportunity to opt out of the use of your personal information for marketing purposes.

10. Third party websites

10.1 Our website includes hyperlinks to, and details of, third party websites.

10.2 We have no control over, and are not responsible for, the privacy policies and practices of third parties.

11. Updating information

11.1 Please let us know if the personal information that we hold about you needs to be corrected or updated.

Cookies policy

1. Introduction

1.1 Our website uses cookies.

1.2 By using our website and agreeing to this policy, you consent to our use of cookies in accordance with the terms of this policy.

2. About cookies

2.1 A cookie is a file containing an identifier (a string of letters and numbers) that is sent by a web server to a web browser and is stored by the browser. The identifier is then sent back to the server each time the browser requests a page from the server.

2.2 Cookies may be either "persistent" cookies or "session" cookies: a persistent cookie will be stored by a web browser and will remain valid until its set expiry date, unless deleted by the user before the expiry date; a session cookie, on the other hand, will expire at the end of the user session, when the web browser is closed.

2.3 Cookies do not typically contain any information that personally identifies a user, but personal information that we store about you may be linked to the information stored in and obtained from cookies.

2.4 Cookies can be used by web servers to identify and track users as they navigate different pages on a website and identify users returning to a website.

3. Our cookies

3.1 We use both session and persistent cookies on our website.

3.2 The names of the cookies that we use on our website, and the purposes for which they are used, are set out below:

(a) we use brands to keep data in combo boxes on brandsite

we use user to keep loggedin user data

we use brand_state_key we keep current brand state key to update

we use Jsessionid to keep spring security data

we use hello.js for social apis info and access tokens

4. Analytics cookies

4.1 We use Google Analytics to analyse the use of our website.

4.2 Our analytics service provider generates statistical and other information about website use by means of cookies.

4.3 The analytics cookies used by our website have the following names: ga, _gat,

4.4 The information generated relating to our website is used to create reports about the use of our website.

4.5 Our analytics service provider's privacy policy is available at: [http://www.google.com/policies/privacy/].

5. Third party cookies

5.1 Our website also uses third party cookies.

5.2 Details of the[ other] third party cookies used by our website are set out below:

(a) ZD – Zendesk customer support time information

(b) zlcmid- Zendesk customer support tracking cookie.

(c) AWSELB – Amazon Elastic Beanstalk management cookie

[additional list items]

6. Blocking cookies

6.1 Most browsers allow you to refuse to accept cookies; for example:

(a) in Internet Explorer (version 11) you can block cookies using the cookie handling override settings available by clicking "Tools", "Internet Options", "Privacy" and then "Advanced";

(b) in Firefox (version 47) you can block all cookies by clicking "Tools", "Options", "Privacy", selecting "Use custom settings for history" from the drop-down menu, and unticking "Accept cookies from sites"; and

(c) in Chrome (version 52), you can block all cookies by accessing the "Customise and control" menu, and clicking "Settings", "Show advanced settings" and "Content settings", and then selecting "Block sites from setting any data" under the "Cookies" heading.

6.2 Blocking all cookies will have a negative impact upon the usability of many websites.

6.3 If you block cookies, you will not be able to use all the features on our website.

7. Deleting cookies

7.1 You can delete cookies already stored on your computer; for example:

(a) in Internet Explorer (version 11), you must manually delete cookie files (you can find instructions for doing so at http://windows.microsoft.com/en-gb/internet-explorer/delete-manage-cookies#ie=ie-11);

(b) in Firefox (version 47), you can delete cookies by clicking "Tools", "Options" and "Privacy", then selecting "Use custom settings for history" from the drop-down menu, clicking "Show Cookies", and then clicking "Remove All Cookies"; and

(c) in Chrome (version 52), you can delete all cookies by accessing the "Customise and control" menu, and clicking "Settings", "Show advanced settings" and "Clear browsing data", and then selecting "Cookies and other site and plug-in data" before clicking "Clear browsing data".

7.2 Deleting cookies will have a negative impact on the usability of many websites.

8. Cookie preferences

8.1 You can manage your preferences relating to the use of cookies on our website by visiting: [URL]

9. Our details

9.1 This website is owned and operated by Showroomist LTD.

9.2 We are registered in [England and Wales] under registration number 10022457, and our registered office is at Suite 34 67-68 Hatton Gardon London EC1n 8YJ.

9.3 Our principal place of business is at 47 Bennett Park SE3 9RA London

9.4 You can contact us:

(a) by post, using the postal address given above;

(b) using our website contact form;

(d) by email, using the email address published on our website from time to time.

Member Terms and Conditions

ATTENTION: These terms apply to the entire contents of the Website under the domain name https://showroomist.co(”Website”) and to any correspondence by e-mail between us and you. Please read these terms carefully before using the Website. Using the Website indicates that you accept these terms regardless of whether or not you choose to register with us. If you do not accept these terms, please do not use the Website. This notice is issued by SHOWROOMIST LTD, Office 34 67-68 Hatton Garden, London EC1N 8JY, registration number 10022457 (”Company”, “us”, “we”) email: info@showroomist.co.

1 Introduction

You may access some areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register. The Website allows Members to download Content for the purposes of promoting it and writing editorials about the Content, and we provide a variety of services relating to that Content, such as showing trends, locating products in physical showrooms, our frequent reports and other forms of analytics. Some helpful definitions of capitalised words used in these terms can be found at the bottom of the page.

By accessing any part of the Website, you are deemed to have accepted these terms in full. If you do not accept this legal notice in full, please leave the Website immediately.

As we grow and develop new functions and provide new services to you, we may revise these terms at any time by updating this posting. You should check the Website from time to time to review the then current terms, because they are binding on you. Certain provisions of these terms may be superseded by expressly designated legal notices or terms located on particular pages of the Website or notified to you when you access a new service for the first time.

2 Licences and warranties

We expect our Community to act responsibly when sharing or using Content. Instructions on how you can download and use Content can be found at https://showroomist.co/help The benefits of membership are set out at https://showroomist.co

As a Member you will be downloading Content provided by Customers. Please read the licence terms below carefully.

If you are an editor, publisher or otherwise intend to download the Content for use in promotional or editorial purposes, you warrant the following:

- You agree to be bound by the licence terms that apply to any Content you download and share (including, for example, any applicable brand guidelines);

- Unless otherwise stated, you are hereby granted by the owner or authorised licensor of the Content a worldwide, royalty-free, revocable, non-transferrable or sub-licensable, non-exclusive licence to display or publish the Content for promotional or editorial, non-commercial purposes only;

- You will promptly abide by any amendments or revocation of such licence if notified by us or the Content owner or authorised licensor;

- You will acknowledge and attribute the brand or Content owner when you share or use such brand or Content for any publication (including blogs), subject to any branding guidelines made known to you by us or the brand or Content owner; and

- You permit us to share your name and organisation’s name with our Customers or potential customers, not including your email or telephone number, which shall be shared only with prior permission in each instance;

- You will not alter, amend, adapt, modify or otherwise change the Content.

If you are not certain if your proposed use of the Content complies with the licence terms, please contact us for confirmation.

Us, i.e. the Website

You hereby grant us the right to collect analytic data relating to your use of the Website and the Content. We will use the analytic data to create rich information of the trends and statistics of Community, and turn that data in useful and insightful services for you. Analytic data is data about the Content and the behaviour of our Community, including the meta data and tags we apply to that data and the reports containing and summarising our findings, but which excludes the Content itself.

You hereby waive all claim in (or, if applicable, assign to us) all present and future Intellectual Property Rights subsisting in the analytic data. Unless notified otherwise, we hereby provide a worldwide, revocable, non-transferrable, non-sub-licensable, non-exclusive licence to you when we share (on a paid-for or free of charge basis as applicable) the results of our analytics services (for example, Trendist) with you. You may not create derivative works from our data or share it outside your organisation in a manner not approved by us in writing.

3 Content and conduct

You are prohibited from posting or transmitting to the Website, including to the Community through hosted messaging services or on blog posts, any Content:

(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

(b) for which you have not obtained all necessary licences and/or approvals; or

(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

You may not misuse the Website (including, without limitation, by hacking).

We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of these terms.

We reserve to the right to remove Content without notice and at our sole and absolute discretion.

You shall follow with any specific brand guidelines or restrictions for your use of your Content that we make available to you.

The Website allows you to request samples of our Customers’ products. We act as the conduit for such requests. If you choose to request and receive samples of such products you do so entirely at your own risk and we disclaim all liability relating to such samples, including if they are lost, stolen, damaged sold or otherwise misused. All disclaimers, limitations and exclusions set out in these terms shall apply to such samples.

You will automatically receive newsletters from us. If you wish to stop receiving them you will be provided with options to unsubscribe in each newsletter.

4 Intellectual Property Rights and Indemnity

The Intellectual Property Rights in all Content shall remain vested in the rightful owner or licensor at the time of submission or as otherwise legally transferred or conferred while displayed on the Website. Save for the licences set out at Section 2 (Licences and Warranties) above, no other rights shall arise in the Content.

You or we (as applicable) shall promptly notify the other of any actual or suspected infringement of the Content that comes to your/our attention. The rightful owner, licensor or we may require the member(s) to cease all use of any of the Content if it is reasonably believed that your use of the relevant Content infringes their Intellectual Property Rights or those of any third party, or breaches any applicable law or regulation. In this instance, we, the rightful owner or licensor (as applicable) may, at our/their option either:

(a) provide you with alternative Content to avoid the infringement; or

(b) remove the affected Content form the Website

You shall indemnify us against all claims, liabilities and expenses arising out of any claim that your use of the Content infringes the rights of any third party.

5 Our Obligations

We shall ensure that the Content is kept secure and in an encrypted form, and shall use the industry standard practices and systems applicable to the use of the Content to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Content. To the extent required, you grant us permission to take such remedial action.

While we try to ensure that the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time or for any period.

We shall use our reasonable endeavours to ensure that our provision of the Content shall not reduce or diminish the reputation, image and prestige of the Content or of products sold which contain, include or relate to the Content. We shall provide you with any applicable brand guidelines or restrictions that apply to affected Content.

Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair, for reasons beyond the Company’s control or for an unremedied breach of these terms.

Any rights not expressly granted in these terms are reserved.

6 Links to and from other websites

Links to third party websites on the Website, if any, are provided solely for your convenience. If you use these links, you leave the Website. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

If you would like to link to the Website, you may only do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions:

(a) you do not remove, distort or otherwise alter the size or appearance of the Showroomist logo;

(b) you do not create a frame or any other browser or border environment around the Website;

(c) you do not in any way imply that we are endorsing any products or services other than our own;

(d) you do not misrepresent your relationship with us nor present any other false information about us;

(e) you do not otherwise use any Showroomist or its Community’s trademarks displayed on the Website without express written permission from us or the relevant member;

(f) you do not link from a website that is not owned by you; and

(g) your website does not contain content that is distasteful, offensive or controversial, infringes any Intellectual Property Rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

We expressly reserve the right to revoke the right granted in for breach of these terms and to take any action we deem appropriate.

7 Disclaimer and Waiver

While we try to ensure that the information on the Website is correct, we do not warrant the accuracy and completeness of the material on the Website. The material on the Website may be out of date, and we make no commitment to update such material unless requested by the relevant rights holder. You are fully responsible for the Content you publish on blog services hosted by the Website.

The material on the Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with the Website on the basis that we exclude all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of the use of reasonable care and skill or any applicable implied terms) which, but for this legal notice, might have effect in relation to the Website.

No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

8 Liability

We, any other party (whether or not involved in creating, producing, maintaining or delivering the Website), and any of our current or future group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.

Nothing in these terms shall exclude or limit any party’s liability for:

(a) death or personal injury caused by negligence; or

(b) fraud; or

(c) deliberate misrepresentation as to a fundamental matter; or

(d) any liability which cannot be excluded or limited under applicable law.

9 Your membership with us

Your membership is entirely free and allows you to use all the facilities of this Website in accordance with these terms. If your membership comes to an end by termination or non-use, all rights and authorisations granted to you by these terms shall automatically terminate and you agree to immediately cease all sales, marketing and promotion relating to the Content downloaded from the Website, and shall, at our option and according to our instructions, immediately return, destroy or permanently delete all Content (including samples) in your possession or subject to your control, including from back-up systems and any cached Content within your control.

When your membership ends we shall promptly make the Content inaccessible on the Website. We shall retain all rights in the analytic data.

10 Registration

Each registration is for a single user only. We do not permit you to share your user name and password with any other person nor with multiple users on your network or in your organisation. We do not, however, restrict the number of registrants from any organisation.

Responsibility for the security of any passwords issued rests with you.

11 Governing law and jurisdiction

These terms, the operation of the Website and your members’ activities shall be governed by and construed in accordance with English law. Disputes arising in connection with these terms shall be subject to the exclusive jurisdiction of the English courts.

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Capitalised words in these terms shall have the following meaning:

Community: all users of the Website, including Members and Customers.

Content: all content including text, information, data, software, executable code, photographic or rendered images, audio, or video material in any medium, file format or form submitted to the Website.

Customer(s): users of the Website that are brand owners, rights holders, agencies and their representatives that upload Content to be used by you.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Customer Terms and Conditions

ATTENTION: These terms apply to the entire contents of the Website under the domain name https://showroomist.co] (”Website”) and to any correspondence by e-mail between us and you. Please read these terms carefully before using the Website. Using the Website indicates that you accept these terms regardless of whether or not you choose to register with us. If you do not accept these terms, please do not use the Website. This notice is issued by SHOWROOMIST LTD, Office 34 67-68 Hatton Garden, London EC1N 8JY, registration number 10022457 (”Company”, “us”, “we”) email: info@showroomist.co.

1 Introduction

You may access some areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register as a Customer. The Website allows you to upload or download Content for the purposes of sharing the Content, and we provide a variety of services relating to that Content, such as showing trends, locating products in physical showrooms, our frequent reports and other forms of analytics. Some helpful definitions of capitalised words used in these terms can be found at the bottom of the page.

By accessing any part of the Website, you are deemed to have accepted these terms in full. If you do not accept this legal notice in full, please leave the Website immediately.

As we grow and develop new functions and provide new services to our Customers, we may revise these terms at any time by updating this posting. You should check the Website from time to time to review the then current terms, because they are binding on you. Certain provisions of these terms may be superseded by expressly designated legal notices or terms located on particular pages of the Website or notified to you when you access a new service for the first time.

2 Licences and warranties

We expect our Community to act responsibly when sharing or using Content. Instructions on how you can upload Content can be found at https://brand.showroomist.co/support. The benefits of being a Customer are set out here https://showroomist.co.

Please read the Customer licence terms below carefully.

If you are a brand owner, rights holder, agency or other interested party, or a representative or employee of any of these, that submits Content to the Website, you warrant the following:

- You have the right to submit the Content to the Website;

- You have the right to, and hereby do, grant to us a non-exclusive, worldwide, royalty-free, non-transferable licence to host and make available the Content to Community as set out in these terms and as required by the services provided in the Website for as long as you have a fully paid up and active Customer Subscription Form;

- You have the right to, and hereby do, grant to our Members a non-exclusive, worldwide, royalty-free, non-transferable licence to display or publish the Content for promotional or editorial, non-commercial purposes only;

- You have the right to, and hereby do, grant to us a non-exclusive, worldwide, royalty-free, non-transferable licence to display your logo and Content on our Website and include it in newsletters from time to time (subject to any brand guidelines or other restrictions you make known to us); and

- You will inform us immediately if you cease to have the right to provide the licences set out above.

Please contact us for any clarification of these licence terms.

Us, i.e. the Website

You hereby grant us the right to collect analytic data relating to your use of the Website and Members’ use of the Content. We will use the analytic data to create rich information of the trends and statistics of our Community, and turn that data in useful and insightful services for you. Analytic data is data about the Content and the behaviour of our Community, including the meta data and tags we apply to that data and the reports containing and summarising our findings, but which excludes the Content itself.

You hereby waive all claim in (or, if applicable, assign to us) all present and future Intellectual Property Rights subsisting in the analytic data. Unless notified otherwise, we hereby provide a worldwide, revocable, non-transferrable, non-sub-licensable, non-exclusive licence to you when we share (on a paid-for or free of charge basis, as applicable) the results of our analytics services (for example, Trendist) with you. You may not create derivative works from our data or share it outside your organisation in a manner not approved by us in writing.

3 Content and conduct

You are prohibited from posting or transmitting to the Website, including to the Community through hosted messaging services or on blog posts, any Content:

(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

(b) for which you have not obtained all necessary licences and/or approvals; or

(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

You may not misuse the Website (including, without limitation, by hacking).

We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of these terms.

We reserve to the right to remove Content without notice and at our sole and absolute discretion, including for defaults in payment under the terms of the Customer Subscription Form.

You shall provide us with any specific guidelines or restrictions for Members’ use of your Content, that we shall make available to relevant Members.

The Website allows Members to request samples of your products. We act as the conduit for such requests. If you choose to make samples of your products available to our Members you do so entirely at your own risk and we disclaim all liability relating to such provision of samples, including if they are lost, stolen, damaged, sold or otherwise misused. All disclaimers, limitations and exclusions set out in these terms shall apply to such samples.

You will automatically receive newsletters from us. If you wish to stop receiving them you will be provided with options to unsubscribe in each newsletter.

4 Intellectual Property Rights and Indemnity

The Intellectual Property Rights in all Content shall remain vested in the rightful owner or licensor at the time of submission or as otherwise legally transferred or conferred while displayed on the Website. Save for the licences set out at Section 2 (Licences and Warranties) above, no other rights shall arise in the Content.

You or we (as applicable) shall promptly notify the other of any actual or suspected infringement of the Content that comes to your/our attention. The rightful owner, licensor or we may require the member(s) to cease all use of any of the Content if it is reasonably believed that the Member’s use of the relevant Content infringes their Intellectual Property Rights or those of any third party, or breaches any applicable law or regulation. In this instance, we, the rightful owner or licensor (as applicable) may, at our/their option either:

(a) provide the relevant Member with alternative Content to avoid the infringement; or

(b) remove the affected Content from the Website.

The infringing party shall indemnify us against all claims, liabilities and expenses arising out of any claim that the use of the Content infringes the rights of any third party.

5 Our Obligations

We shall ensure that the Content is kept secure and in an encrypted form, and shall use the industry standard practices and systems applicable to the use of the Content to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Content. To the extent required, you grant us permission to take such remedial action.

While we try to ensure that the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time or for any period.

We shall use our reasonable endeavours to ensure that our provision of the Content shall not reduce or diminish the reputation, image and prestige of the Content or of products sold which contain, include or relate to the Content. We will share with our Members any restrictions made known to us by you under Clause 3.

Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair, for reasons beyond the Company’s control or for an unremedied breach of these terms.

Any rights not expressly granted in these terms are reserved.

6 Links to and from other websites

Links to third party websites on the Website, if any, are provided solely for your convenience. If you use these links, you leave the Website. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

If you would like to link to the Website, you may only do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions:

(a) you do not remove, distort or otherwise alter the size or appearance of the Showroomist logo;

(b) you do not create a frame or any other browser or border environment around the Website;

(c) you do not in any way imply that we are endorsing any products or services other than our own;

(d) you do not misrepresent your relationship with us nor present any other false information about us;

(e) you do not otherwise use any Showroomist or the Community’s trademarks displayed on the Website without express written permission from us or the relevant member;

(f) you do not link from a website that is not owned by you; and

(g) your website does not contain content that is distasteful, offensive or controversial, infringes any Intellectual Property Rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

We expressly reserve the right to revoke the right granted in for breach of these terms and to take any action we deem appropriate.

7 Disclaimer and Waiver

While we try to ensure that the information on the Website is correct, we do not warrant the accuracy and completeness of the material on the Website. The Content can be uploaded directly by you or we can assist with the upload based on instructions provided to us. We rely on those instructions and cannot be held responsible for any errors contained in them. The material on the Website may be out of date, and we make no commitment to update such material unless requested by the relevant rights holder.

The material on the Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with the Website on the basis that we exclude all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of the use of reasonable care and skill or any applicable implied terms) which, but for this legal notice, might have effect in relation to the Website.

No failure or delay by a party to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

8 Liability

We, any other party (whether or not involved in creating, producing, maintaining or delivering the Website), and any of our current or future group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website, any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website.

Nothing in these terms shall exclude or limit any party’s liability for:

(a) death or personal injury caused by negligence; or

(b) fraud; or

(c) deliberate misrepresentation as to a fundamental matter; or

(d) any liability which cannot be excluded or limited under applicable law.

9 Ending or renewing your subscription with us

We will provide you with a Customer Subscription Form that confirms when your twelve (12) month subscription begins and the relevant payment information. For our your convenience, each subscription shall automatically renew unless we are notified in writing to the address contained in the Customer Subscription Form not less than thirty (30) calendar days prior to renewal. The Customer Subscription Form is part of, and is hereby incorporated into, these terms.

If your subscription comes to an end all rights and authorisations granted to you by these terms shall automatically terminate.

When your subscription ends we shall promptly make the Content inaccessible on the Website. We shall retain all rights in the analytic data.

10 Registration

Each user registration is for a single user only. We do not permit you to share your user name and password with any other person nor with multiple users on your network or in your organisation. Maximum user numbers in the same organisation may apply.

Responsibility for the security of any passwords issued rests with you.

11 Governing law and jurisdiction

These terms, the operation of the Website and your members’ activities shall be governed by and construed in accordance with English law. Disputes arising in connection with these terms shall be subject to the exclusive jurisdiction of the English courts.

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Capitalised words in these terms shall have the following meaning:

Community: all users of the Website, including Members and Customers.

Content: all content including text, information, data, software, executable code, photographic or rendered images, audio, or video material in any medium, file format or form submitted to the Website.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Member(s): users of the Website that are bloggers and editors that download and use the Content provided by Customers, but that are not Customers that submit Content themselves.