Membership Terms
Account Membership Terms (Furniture Manufacturers and Dealers)
Welcome to FurnitureTree!
1. SERVICE By using FurnitureTree, you agree to the following
terms and conditions and any product policies, guidelines or amendments thereto
that may be presented to you from time to time (collectively, the "Terms of Service").
Due to things like changes to the law or changes to functionality offered in FurnitureTree,
we may need to change these Terms of Service or our product policies from time to
time. You should look at the terms regularly. Also, we will post notice of modified
terms within FurnitureTree. The changes will become effective immediately. If you
do not agree to the modified Terms of Service, then please stop using FurnitureTree.
Unless you have agreed otherwise in writing with FurnitureTree, then these Terms
of Service govern your use of FurnitureTree (alternatively the "Service").
Authority to Accept the Terms of Service. You represent that you are of legal age
to form a binding contract and have full power, capacity and authority to accept
these Terms of Service. If You are accepting on behalf of your employer or another
entity, you represent that you have full legal authority to bind your employer or
such entity to these Terms of Service. If you don't have the legal authority to
bind, please ensure that an authorized person from your entity consents to and accepts
these Terms or Service.
In order to use certain services, you are required to provide current, accurate
identification, contact, and other information as part of the registration process
for an Account and/or continued use of the services offered by FurnitureTree LLC.
and its subsidiaries or affiliated companies ("FurnitureTree"). Your "FurnitureTree
Account" is a special account that will facilitate your use of FurnitureTree Website.
You are responsible for maintaining the confidentiality of your FurnitureTree Account
password, and are responsible for all activities that occur under your account.
You agree to immediately notify FurnitureTree of any unauthorized use of your password
or FurnitureTree Account or any other breach of security. FurnitureTree cannot and
will not be liable for any loss or damage arising from your failure to comply with
this Section 1. FurnitureTree reserves the right to refuse service to anyone at
any time without notice for any reason.
There may be certain features of the FurnitureTree Services that are optional. If
you choose to use such features, then you may be required to agree to separate terms
that are specific to those features.
2. APPROPRIATE CONDUCT You understand that
all information, data, text, software, music, sound, photographs, graphics, video,
messages or other materials ("Content"), whether publicly posted or privately transmitted,
are the sole responsibility of the person from which such Content originated. You
understand that by using FurnitureTree services, you may be exposed to Content that
is offensive, indecent or objectionable.
You agree that you are responsible for your own conduct and Content while using
FurnitureTree and for any consequences thereof. You agree to use FurnitureTree only
for purposes that are legal, proper and in accordance with these Terms of Service
and any applicable policies or guidelines. By way of example, and not as a limitation,
you agree that when using FurnitureTree Merchant Center, you will not:
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such
as rights of privacy and publicity) of others; upload, post, email or transmit or
otherwise make available any inappropriate, defamatory, infringing, obscene, or
unlawful Content; upload, post, email or transmit or otherwise make available any
Content that infringes any patent, trademark, copyright, trade secret or other proprietary
right of any party, unless you are the owner of such rights or have the permission
of the owner to post such Content; upload, post, email or transmit or otherwise
make available messages that promote pyramid schemes, chain letters or disruptive
commercial messages or advertisements, or anything else prohibited by law, these
Terms of Service or any applicable policies or guidelines. download any file posted
by another that you know, or reasonably should know, that cannot be legally distributed
in such manner; impersonate another person or entity, or falsify or delete any author
attributions, legal or other proper notices or proprietary designations or labels
of the origin or source of software or other material; restrict or inhibit any other
user from using and enjoying FurnitureTree services; use FurnitureTree services
for any illegal or unauthorized purpose; remove any copyright, trademark or other
proprietary rights notices contained in or on FurnitureTree services; interfere
with or disrupt FurnitureTree services or servers or networks connected to FurnitureTree
services, or disobey any requirements, procedures, policies or regulations of networks
connected to FurnitureTree services; use any robot, spider, site search/retrieval
application, or other device to retrieve or index any portion of FurnitureTree services
or collect information about users for any unauthorized purpose; submit Content
that falsely expresses or implies that such Content is sponsored or endorsed by
FurnitureTree; create user accounts by automated means or under false or fraudulent
pretenses; promote or provide instructional information about illegal activities
or promote physical harm or injury against any group or individual; or transmit
any viruses, worms, defects, Trojan horses, or any items of a destructive nature.
While FurnitureTree prohibits such conduct and Content in connection with FurnitureTree
Website and Services, you understand and agree that FurnitureTree may or may not
pre-screen Content and shall have the right (but not the obligation) in its sole
discretion to pre-screen, refuse or move any Content submitted to FurnitureTree
Website.
International users agree to comply with their own local rules regarding online
conduct and acceptable content, including laws regulating the export of data to
the United States or your country of residence.
3. FurnitureTree PRIVACY POLICY For information about our data protection practices,
please see our Privacy Policy. By using FurnitureTree Services, you acknowledge
and agree that FurnitureTree may access, preserve, and disclose your FurnitureTree
Account information and any Content associated with that account if required to
do so by law or in a good faith belief that such access preservation or disclosure
is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process
or governmental request, (b) enforce this Terms of Service, including investigation
of potential violations hereof, (c) detect, prevent, or otherwise address fraud,
security or technical issues (including, without limitation, the filtering of spam),
(d) respond to user support requests, or (e) protect the rights, property or safety
of FurnitureTree, its users and the public. FurnitureTree will not be responsible
or liable for the exercise or non-exercise of its rights under the Terms of Service.
You understand that the technical processing and transmission of FurnitureTree services,
including your data or Content, may involve (a) transmissions over various networks,
national and international; and (b) changes to conform and adapt to technical requirements
of connecting networks or devices.
4. YOUR PRIVACY POLICY If, in connection with your use of FurnitureTree , you collect
personal information from third parties, then you must post and abide by an appropriate
privacy policy and will comply with all applicable privacy laws.
5. PROPRIETARY RIGHTS FurnitureTree's Rights
You acknowledge and agree that FurnitureTree and any necessary software used in
connection with FurnitureTree services ("Software") contain proprietary and confidential
information that is protected by applicable intellectual property and other laws.
You further acknowledge and agree that Content contained in sponsor advertisements
or information presented to you through FurnitureTree services or advertisers is
protected by copyrights, trademarks, service marks, patents or other proprietary
rights and laws. Except as expressly authorized by FurnitureTree or advertisers,
you agree not to modify, rent, lease, loan, sell, distribute or create derivative
works d on FurnitureTree services or the Software, in whole or in part.
FurnitureTree grants you a personal, non-transferable and non-exclusive right and
license to use the object code of its Software on a single computer; provided that
you do not (and do not allow any third party to) copy, modify, create a derivative
work of, reverse engineer, reverse assemble or otherwise attempt to discover any
source code, sell, assign, sublicense, grant a security interest in or otherwise
transfer any right in the Software. You agree not to modify the Software in any
manner or form, or to use modified versions of the Software, including (without
limitation) for the purpose of obtaining unauthorized access to FurnitureTree services.
You agree not to access FurnitureTree Merchant Center by any means other than through
the interface that is provided by FurnitureTree for use in accessing FurnitureTree
services.
Your Rights
You, or a third party licensor, as appropriate, retain any intellectual property
rights in the Content you submit. By submitting Content on or through the Service,
you grant FurnitureTree, under those intellectual property rights, an irrevocable,
perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to distribute,
reproduce, modify, perform and display and otherwise use the Content in FurnitureTree's
services. Your Content may have been integrated into FurnitureTree's services as
improvements or search results. This license is solely for the purpose of providing,
promoting and improving FurnitureTree's services.
6. POLICIES REGARDING COPYRIGHT, TRADEMARKS, AND BRAND FEATURES It is our policy
to respond to notices of alleged infringement that comply with the United States
Digital Millennium Copyright Act or other applicable law. Any use of FurnitureTree's
trade names, trademarks, service marks, logos, domain names, and other distinctive
brand features must be in compliance with this Terms of Service.
By submitting Content to FurnitureTree, you authorize FurnitureTree to use your
trademarks, service marks, trade names, proprietary logos, domain names and any
other source or business identifiers in connection with FurnitureTree's authorized
distribution of the Content.
7. SUBMISSION OF CONTENT You may submit Content to FurnitureTree using various means,
including data feeds or submissions through any means, these methods of submission
are described in the technical specifications provided to you by FurnitureTree.
You agree to submit Content in a manner that complies with the then-current specifications
provided by FurnitureTree to enable proper delivery and display of the Content.
If the Content you submit contains URLs (or equivalent thereof), you agree that
FurnitureTree has the right to access, index, cache or crawl the URL(s) (or equivalent
thereof), the Content itself, or any portion thereof in connection with FurnitureTree's
authorized use of the Content.
8. MULTI-CLIENT ACCOUNTS OR SUBMITTING CONTENT ON BEHALF OF OTHERS If you are submitting
Content on behalf of one or more entities or persons ("third parties"), then you
confirm and warrant that you are authorized to act on behalf and bind such entity(s)
or persons to these Terms of Service.
If your application or site enables third parties, including end users, to provide
content to FurnitureTree, it must clearly and conspicuously disclose to such third
parties that their content will be provided to FurnitureTree and made available
to the general public through the FurnitureTree. Also, if your application or site
enables third parties to provide content to FurnitureTree, it must use one of the
user authentication methods set forth in the documentation and may not use any other
method of collecting, transmitting, or receiving the FurnitureTree Account name
or password. In connection with FurnitureTree , you may not use or share end user
FurnitureTree Account information for any purpose other than to implement the authentication
methods set forth in the documentation. If this Agreement is terminated for any
reason, you agree to delete all end user FurnitureTree Account information, including
but not limited to usernames and passwords. You understand and agree that content
submitted through the Service may be edited or removed from FurnitureTree only as
enabled by the Service.
9. GENERAL PRACTICES REGARDING USE AND STORAGE You agree that FurnitureTree has
no responsibility or liability for the deletion or failure to store any Content,
data, and other communications maintained or transmitted by FurnitureTree services.
You acknowledge that FurnitureTree has set no fixed upper limit on the number of
transmissions you may send or receive through FurnitureTree services or the amount
of storage space used; however, we retain the right, at our sole discretion, to
create limits at any time with or without notice.
10. NO RESALE OF SERVICE You agree not to reproduce, duplicate, copy, sell, trade,
or resell any portion of FurnitureTree, use of FurnitureTree, or access to FurnitureTree.
11. MODIFICATIONS TO SERVICE FurnitureTree reserves the right at any time and from
time to time to modify or discontinue, temporarily or permanently, the FurnitureTree
service (or any part thereof) with or without notice. You agree that FurnitureTree
shall not be liable to you or to any third party for any modification, suspension
or discontinuance of FurnitureTree services.
12. TERMINATION You may cancel your use of FurnitureTree services and/or terminate
this Terms of Service with or without cause at any time. To find out how to delete
your account, please contact us through the contact page on our website at http://www.furnituretree.com/contact.aspx
.
FurnitureTree may at any time and for any reason, including a period of account
inactivity, terminate your access to FurnitureTree services, terminate this Terms
of Service, or suspend or terminate your account. In the event of termination, your
account will be disabled and you may not be granted access to your account or any
files or other content contained in your account although residual copies of information
may remain in our system.
Except as set forth above or unless FurnitureTree has previously canceled or terminated
your use of FurnitureTree services (in which case subsequent notice by FurnitureTree
shall not be required), if you have provided an alternate email address, FurnitureTree
will notify you via email of any such termination or cancellation, which shall be
effective immediately upon FurnitureTree's delivery of such notice. Sections 15
through 22 of the Terms of Service (including the section regarding limitation of
liability), shall survive expiration or termination.
13. ADVERTISEMENTS Many FurnitureTree services are supported by advertising revenue
and may display advertisements and promotions on the service. The manner, mode and
extent of advertising by FurnitureTree on its services are subject to change. You
agree that FurnitureTree shall not be responsible or liable for any loss or damage
of any sort incurred by you as a result of any such dealings or as the result of
the presence of such advertisers on FurnitureTree services.
14. LINKS FurnitureTree services may provide, or third parties may provide, links
to other websites or resources. Because FurnitureTree has no control over such sites
and resources, you acknowledge and agree that FurnitureTree is not responsible for
the availability of such external sites or resources, and does not endorse and is
not responsible or liable for any Content, advertising, products, or other materials
on or available from such sites or resources. You further acknowledge and agree
that FurnitureTree shall not be responsible or liable, directly or indirectly, for
any damage or loss caused or alleged to be caused by or in connection with use of
or reliance on any such Content, goods or services available on or through any such
site or resource.
15. INDEMNITY You agree to hold harmless and indemnify FurnitureTree LLC, and its
subsidiaries, affiliates, officers, agents, and employees, advertisers or partners,
from and against any third party claim arising from or in any way related to your
use of FurnitureTree services, violation of these Terms of Service or any other
actions connected with use of FurnitureTree services, including any liability or
expense arising from all claims, losses, damages (actual and consequential), suits,
judgments, litigation costs and attorneys' fees, of every kind and nature. In such
a case, FurnitureTree will provide you with written notice of such claim, suit or
action.
16. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF FurnitureTree SERVICES IS AT YOUR SOLE RISK. FurnitureTree SERVICES
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FurnitureTree EXPRESSLY DISCLAIMS
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. FurnitureTree MAKES NO WARRANTY THAT (i) FurnitureTree SERVICES
WILL MEET YOUR REQUIREMENTS, (ii) FurnitureTree SERVICES WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF FurnitureTree SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH FurnitureTree SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN
THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF FurnitureTree SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FurnitureTree OR THROUGH OR FROM FurnitureTree
SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
17. LIMITATION OF LIABILITY YOU EXPRESSLY UNDERSTAND AND AGREE THAT FurnitureTree
SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FurnitureTree HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY
TO USE FurnitureTree SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS
AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR
OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM FurnitureTree
SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON FurnitureTree SERVICES; OR (v)
ANY OTHER MATTER RELATING TO FurnitureTree SERVICES.
18. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 16
AND 17 MAY NOT APPLY TO YOU.
19. NO THIRD PARTY BENEFICIARIES You agree that, except as otherwise expressly provided
in this Terms of Service, there shall be no third party beneficiaries to the Terms
of Service.
20. NOTICE You agree that FurnitureTree may provide you with notices, including
those regarding changes to the Terms of Service, by email, regular mail, or postings
on FurnitureTree services.
21. DIGITAL MILLENNIUM COPYRIGHT ACT It is FurnitureTree's policy to respond to
notices of alleged infringement that comply with the Digital Millennium Copyright
Act. For details and more information.
22. GENERAL INFORMATION Entire Agreement.
The Terms of Service constitute the entire agreement between you and FurnitureTree
and govern your use of FurnitureTree website, superceding any prior agreements between
you and FurnitureTree with respect to FurnitureTree website. You also may be subject
to additional terms and conditions that may apply when you use or purchase certain
other FurnitureTree services, affiliate services, third-party content or third-party
software.
Choice of Law and Forum.
The Terms of Service and the relationship between you and FurnitureTree shall be
governed by the laws of the State of California without regard to its conflict of
law provisions. You and FurnitureTree agree to submit to the personal and exclusive
jurisdiction of the courts located within the county of Forsyth, North Carolina.
Waiver and Severability of Terms.
The failure of FurnitureTree to exercise or enforce any right or provision of the
Terms of Service shall not constitute a waiver of such right or provision. If any
provision of the Terms of Service is found by a court of competent jurisdiction
to be invalid, the parties nevertheless agree that the court should endeavor to
give effect to the parties' intentions as reflected in the provision, and the other
provisions of the Terms of Service remain in full force and effect.
Statute of Limitations.
You agree that regardless of any statute or law to the contrary, any claim or cause
of action arising out of or related to use of FurnitureTree services or the Terms
of Service must be filed within one (1) year after such claim or cause of action
arose or be forever barred.
The section headings in the Terms of Service are for convenience only and have no
legal or contractual effect