Showroom.fm is a service provided by Innsides Interiors UG (haftungsbeschränkt), a company founded under German law with a registered office on Lübecker Strasse 26, 10559 Berlin, Germany ( “Company” ).
The client ( "Client" ) is the company listed on the attached offer and order form ( "Order Form" ).
These Terms and Conditions apply to the use of the showroom.fm service. Company and/or its Affiliates provide a cloud-based software solution to and other Services help Client aggregate, optimize, syndicate and publish its product content and location data.
Client may access showroom.fm as a service through the Company platform showroom.fm in accordance with these Terms and Conditions.
These Terms and Conditions apply to the entire contractual relationship between Company and Client—thus to all services of Company and all future contracts and orders through the Client. They exclude any of the Client's terms of business.
Company provides a cloud-based software service available for purchase on showroom.fm. The submission of the order form and the Terms and Conditions together constitute the entire agreement between Company and Client and are hereafter jointly referred to as "Agreement" . All appendices thereunto form an inseparable and essential component of this Agreement.
2. Service obligations of Company
The services to be rendered by Company are stipulated by the Agreement in conjunction with the product description, which can be viewed at any time on Company's internet presence.
A major obligation entails inserting and linking the information Client delivers about their corporate locations for the relevant geographical area and their inventory. To this end, Company will use such location and inventory data in separate files, tools and other related products as well, as long as this is necessary, advisable, or helpful, in fulfilling their service obligation.
While rendering services, Company will distribute the location and inventory data to third parties ( "Partners" ). Client is aware that in exceptional cases the Partner listed in the showroom.fm dashboard may be changed during the contract term, if this becomes necessary due to reasons for which Company is not responsible (e.g., the insolvency of a Partner). Client's claims against Company for damages or reduction are excluded in this regard
Company ensures that Client can add, alter or delete Client data via the showroom.fm dashboard at any time during the contract term.
Company shall transmit the location and inventory data to all Partners listed in the product plan so that they may provide the data to their users. Client is aware that Company cannot guarantee the Client data from the showroom.fm database can be advertised and published at all times for all selected Partners if this is prevented by reasons beyond Company's control. These reasons particularly include (i) space restrictions, (ii) the incompatibility of the Client Data with the Partners' applications, (iii) the use by Partners of sources other than Company, (iv) the Partner's publication and update cycles, and (v) the impossibility for Company to locate certain Client locations and data. In these cases, any liability by Company is excluded unless Client proves Company is responsible for the existing reasons. Company shall work closely together with the Partners in this respect, while observing all contractual obligations to exercise diligence.
3. Obligations of Client
Client shall provide Company in advance with all documents, information and materials they need to perform the agreed services. In so doing, Client shall ensure that the transmitted documents, information and materials are applicable and free of errors. Any liability on the part of Company for processing any erroneous information, documents or materials is excluded.
Client shall transmit the Client data to Company using the showroom.fm interface. In so doing, he shall select a format that meets Company specifications. Client is aware that individual Partners may not support certain formats, or that some information cannot be shown completely in the form transmitted by Client, due to the technical requirements of individual Partners. Company ensures that this information will be processed as optimally as the Partner makes possible and will be shown or provided to the Partner in question. Client accepts that Company may not be able to check if all data submitted by Client is lawful and correct. If a legal breach or violation of common decency is present or possible, Company is authorized to refuse to process this information or these materials. Company shall inform Client thereof. Client ensures to the best of his knowledge that
a. he is authorized to enter into this Agreement,
b. the Client data, inventory, brands and logos included, as well as all additionally provided materials, information and documents, are free of any third-party rights, encumbrances or interests, and are suitable for integration in all the Partners' products,
c. the Client data contains neither viruses, spyware nor other harmful source codes or materials, and are free from errors or imprecise data,
d. he has obtained, and will maintain, all contents, consents, approvals, permits and releases which are necessary to fulfil the obligations under this contract,
e. he will not violate any third-party rights by performing his obligations, especially intellectual property rights, and his existing obligations or agreements do not contradict or hinder such rights,
f. the Client data is in no way illicit, harassing, obscene or pornographic, do not glorify violence, endanger youth or violate third-party rights, and are not otherwise inappropriate.
If any of the above obligations are violated, Client shall release Company and the Partners from all third-party claims based on such violation, as well as from any costs incurred by asserting these claims (especially for legal), unless Client can prove that Company or the Partner was fully or partially to blame for the legal breach.
The Parties shall immediately inform each other if they learn of such a claim. If Client, Company or a Partner faces such a claim, or if Client believes the Client data could violate third-party intellectual property rights, Client shall immediately procure at his expense (i) the usage rights to the Client data for Company, the Partner and his partner company, or (ii) delete, replace or alter the data in question so that they no longer violate any rights.
4. Duration and termination
The Agreement will enter into force as soon as Clients submits inventory for publication. Client may terminate the agreement at any time and will owe Company funds as per pro rata days the service has been used and not yet paid.
The right to terminate for cause remains unaffected by this; this right exists in particular if insolvency proceedings are initiated concerning a Contracting Party's assets, or a motion is made to this effect, or if a Party discontinues or threatens to discontinue their entire business or an essential part thereof. Termination is required in written form or by cancellation of the account with the showroom.fm website.
5. Fees / Payment methods
The services of Company selected under Item 2 incur a fee after the Client chooses to publish inventory. In particular, the following fees will be due to Company: a fee per inventory item published per month, subject to discounts provided to the Client by Company.
The Fees are calculated based on the number of published inventory items at the end of each month. The fees cannot be refunded. They do not include VAT or other applicable taxes. They cannot be offset against these.
The individual fees are payable immediately after Company issues an invoice and must be paid within 30 days. Statutory regulations apply in the event of default. Payments must be made in Euros unless the respective invoice stipulates differently.
6. License transfer/Usage rights
Under the conditions of these Terms and Conditions, and for the duration of the contract term, Client guarantees Company and their accepting partner companies the worldwide, simple, and transferable right to use without charge any or all of the Client's provided brand logos, symbols and other materials ("Client Materials") which are protected by copyright or other rights (e.g., photos, product catalogues, etc.). This usage right includes all rights and types of use which are necessary and helpful for Company to render their contractual services. It particularly includes the right (i) to combine, alter or augment the Client data with other data obtained by Company and their partner company; (ii) to use the Client data within Company, (iii) to update, store, download, run, reproduce, digitalise, duplicate, copy, translate or process the Client data in the showroom.fm database; (iv) to sell, ship, advertise, let, sublet, market, license, or sub-license products, either directly or indirectly, or to use to the full extent methods, processes and devices in any form, including all present or future scientific, digital, mechanical or electronic means, which contain the Client data or products derived therefrom, (v) to present, reproduce, exhibit, publish, or exploit the Client data for products derived therefrom (directly or in a distribution chain) to any Partner through or for the use of any products from Partners, and (vi) to allow the Partners' users to use the Client data indirectly through the Partner.
Company is strictly prohibited from disposing of or otherwise selling the Client materials provided solely by Client, since this is not covered by the transfer of rights. It is hereby clarified that Company is allowed to commission third parties to perform the activities named, and to grant them the necessary sub-licenses to the rights under this Agreement. If Client deletes, supplements, or alters Client data, this will in no case affect a sub-license granted to the Partners or their users by Company, as long as deleted, supplemented or altered Client data were used by the Partners, their users, or both.
Client hereby acknowledges and agrees that as soon as Client data from Partners or their users are utilised, Company will not be obligated to ensure that the respective data will be deleted from any services, systems or devices which are used under the control of the Partners, their users, or third parties, or that the data will not be altered or used by the persons named. To comply with data protection legal standards, Company will inform all partners in the event of a termination of the contractual agreement with the client and/or should the client wish to remove any personally identifying information or other information related to data protection.
7. Maintenance of Secrecy
"Confidential Information" is defined as this Agreement as well as any information relating to Company, Client, their respective customers or business partners, and any secret information revealed under circumstances which would reasonably be considered confidential, whether the information is relayed verbally, pictorially, in writing or using another medium. The Parties shall not reveal any confidential information without the other's written consent. This includes the use of logos and names for marketing or advertising purposes.
Company is liable for contractually agreed main obligations in accordance with statutory provisions. If Company erroneously processes Client data from Client (by inclusion, linking, etc.), Company is not liable if Company rectifies the error during a time period which is reasonable for both parties. Company is not liable for damages if Client administers or uses the showroom.fm interface in a faulty or inadequate manner. Company shall comply with all applicable statutory provisions while rendering their services, including, but not limited to, relevant provisions of data protection law, competition law (including the Fair Trade Law, German Act against Restraints of Competition, and German Telemedia Act) and industrial property rights (including copyright and trademark law).
Client is aware that it is impossible, even with state-of-the-art technology, to create software which can work without error in all applications and combinations. In the event of a technical performance failure, Company shall attempt to rectify the disruption with normal commercial prudence. Any liability from Company is hereby excluded unless the technical malfunction is disproportionately long, and Company has not attempted to rectify the malfunction with normal commercial prudence. Liability for consequential damages, atypical or indirect damages, downtime, or loss of prospective profits, revenues, data, business, reputation or prospective transactions is excluded. Moreover, Company shall be liable for damages only if these were caused by gross negligence or wilful intent from Company or one of their vicarious agents. If Company ́s liability is excluded or limited, this also applies to the personal liability of Company ́s employees, staff, co-workers, representatives and vicarious agents.
9. No transfer
Client hereby agrees that upon prior written notification Company can fully or partially transfer, re-establish, forward or otherwise dispose of their rights and obligations under this Agreement, and release themselves from same, to any partner company of Company, any company which Company takes over completely or essentially, or any legal successor if Company is merged or acquired, provided that Companies legal successor ensures Client in writing that they are obligated by the provisions under this Agreement. The term "Partner Company" here means any company which controls another company or is jointly controlled by it. The terms "control" and "controlled" mean the legal, usufructured or equitable ownership, whether direct or indirect, of more than 50% of the entire voting rights in the company. Client shall not sell, assign or transfer any of his rights guaranteed herein without Company ́s consent.
10. Applicable law and competent court
This Agreement is subject to the law of the Federal Republic of Germany, notwithstanding the "conflict of laws" principles and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for the contractual services to be rendered by Company is Company ́s registered office. The courts of Berlin, Germany, will be responsible for all legal disputes arising from this Agreement.
This Agreement constitutes the entire agreement between the parties regarding its subject and replaces all former agreements, whether verbal or written, relating to that subject. Evidence to the contrary is excluded.
Company reserves the right to amend these Terms and Conditions at any time if adhering to a reasonable notice period of at least four weeks. If Client makes no objection within four weeks after notification or publication, the amended business conditions are deemed accepted. The notification of the amendment will contain separate reference to the significance of this four-week notice period. If Client objects to the amended business conditions in a timely manner, Company is entitled, under consideration of Client's justified interests, to terminate any contract with the Client existing at the time at which the amendment enters into force; otherwise, the contractual relationship based on the previous Terms and Conditions remains in existence. Amendments to this Agreement are required in written form. This also applies to amendments of this requirement for written form.