1. Use Of The Sites and Dering Hall's Services
(a) Dering Hall's Services. Dering Hall provides services through the Sites, including but not limited to: (a) providing a marketplace to allow designers and users who comply with Dering Hall's policies to offer, sell and buy at fixed prices select designer furnishings, home goods and other products ("Goods") that are acceptable to Dering Hall ("Marketplace Sales"); (b) offering sales of select Goods at fixed prices directly to individual users ("Featured Sales"); (c) marketing the professional design services of interior designers, architects, landscape architects and other design professionals under the sub-brand name Dering Hall Design Connect; and (d) providing advertising space and opportunities for designers and premium brands on the Sites ("Advertising," and together with Marketplace Sales and Featured Sales, collectively, the "Services"). Dering Hall's Services are reserved strictly for use by persons eighteen (18) and older that are: (a) interior designers, architects, artisans, and designer dealers listing Goods for sale or displaying portfolios of their work (collectively, "Designers"), (b) individuals that create accounts with Dering Hall and may wish to purchase Goods (collectively, "Members"), and (c) other individuals that may browse the Sites (together with Designers and Members, collectively "Users"). You must be a User to access the Sites.
2. User License
Subject to the terms and conditions of this Agreement, and provided that you have paid all applicable fees to Dering Hall for the use of the Sites and the Services and that you have not breached any provisions of this Agreement or any other policy of Dering Hall, Dering Hall grants to you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Sites, in object code only and on a single computer at any one time, as provided for in this Agreement. You may not copy, distribute, reverse engineer, display or create derivative works from the Sites or the contents thereof.
3. Ownership, Copyright and Trademark Notices
Subject to the rights of certain Designers in their original works, you agree that the Sites and its contents are Dering Hall's property, and that Dering Hall retains all rights and title to them, including all copyrights, patents, trademarks, trade secrets and all other intellectual property rights in the same. No rights to the Sites are granted to you except the limited license specifically granted in this Agreement and you agree that you shall not acquire any ownership or intellectual property rights in or to the Sites or other property owned by Dering Hall as a result of your use of the Sites or the Services.
Subject to the rights of certain Designers in their original works, the Sites, its contents, and all materials contained therein are protected by copyright: Copyright © 2014 Dering Hall, Inc. All rights reserved.
DERING HALL™, Dering Hall Design Connect ™ and other Dering Hall content, logos, designs, and buttons are the trademarks or service marks of Dering Hall. The "look and feel" of the Sites and the contents thereof, including any of its color combinations, layout, and other graphical elements are protected by applicable U.S. and international intellectual property laws. Unless approved by Dering Hall in writing, you may not use any of Dering Hall's marks or trade dress, including the elements that constitute the "look and feel" of the Sites, or any similar marks. Any alteration, modification, or change of any kind to the titles, patents, trademarks, copyrights or other proprietary notices by you is strictly prohibited and constitutes a violation of Dering Hall's rights or the rights of others, in intellectual property or otherwise.
4. No Unlawful or Prohibited Use
(a) Use the Sites or the Services to distribute unsolicited messages, advertising or promotional materials, or to collect information regarding other Users for those or any other purposes;
(b) Defame, abuse, harass, stalk, threaten, embarrass or otherwise violate, infringe upon or misappropriate the legal rights (including intellectual property rights and rights of privacy and publicity) of others;
(c) Engage in any conduct that is, or post, disseminate or submit to Dering Hall for posting on or sale through the Sites any User Content or Goods that are illegal, counterfeit, stolen, obscene, vulgar, defamatory, libelous, pornographic, offensive, fraudulent, false or misleading, harmful to minors, or disparaging to us or our affiliates;
(d) Post (or submit to Dering Hall for posting) User Content or list Goods (or submit to Dering Hall listings for Goods to be offered for sale through the Sites) that contain images, text, code, photographs, software or other information protected by intellectual property laws, including but not limited to, trademark, copyright, trade secret or patent laws, unless you own or have the right to post or list them;
(e) Upload or submit to Dering Hall materials that contain, or use or disseminate malicious or disabling code, including viruses, Trojan horses, worms, time bombs, corrupted files, or bots, or any automated means of access or scraping, or take any action that imposes an unreasonable load on our infrastructure; or
(f) Create a false identity or misrepresent your identity for the purpose of misleading others.
This list is not definitive or complete but is intended to demonstrate some of the prohibited uses.
5. Creating an Account with Dering Hall
You will also create a unique username and password for your account, and you are responsible for maintaining the confidentiality of the password and your account. You may only use your account, and you may not transfer your account to another User. You are fully responsible for all activities that occur under your username, and you agree to notify Dering Hall immediately of any unauthorized use of your account. You also agree that Dering Hall will not be liable for any loss or damage arising from your failure to keep your password secure.
6. Creating a Designer Account with Dering Hall
You may only list Goods for sale on the Sites if you are registered with Dering Hall as a Designer. Our Designers are the most sought-after interior designers, artisans, architects, and design dealers in the world. To inquire about becoming a Dering Hall Designer, please email email@example.com. You acknowledge that all Designers are selected by Dering Hall in its sole discretion, and Dering Hall has the right to refuse to allow any User to create a Designer Dering Hall account for any reason, or for no reason at all. In addition to the requirements for creating an account with Dering Hall, in order to use the Sites and the Services as a Designer, you must have a current and signed Designer Agreement with Dering Hall, and you must make all required payments in accordance with your Designer Agreement.
When you upload or post to the Sites (or submit to Dering Hall for use on the Sites) any User Content, you grant to Dering Hall a non-exclusive, worldwide, gratis, royalty-free, freely assignable and transferable, freely sublicensable, perpetual right and license to:
(i) use, reproduce, publish, display, modify, alter, adapt, make derivative works based upon, distribute, and otherwise exploit (commercially and otherwise) the User Content in connection with the Sites and/or any other product or service that Dering Hall may offer (whether now or in the future) in any media now known or hereafter devised in the broadest sense permitted under applicable law, the copyright, publicity, privacy, trademark, trade dress, and database rights that you have in the User Content without notice or compensation to you; and
The permitted uses described in (i) are referred to hereinafter collectively as the "Licensed Uses".
By uploading or posting User Content on the Sites, you also irrevocably and unconditionally: (a) waive any right to approve, inspect, audit, or receive notice regarding, the Licensed Uses of the User Content by Dering Hall, and its respective affiliates, successors and assigns; (b) waive any right to any fee, royalty, payment, compensation, or other consideration (monetary or otherwise) whatsoever from Dering Hall its respective affiliates, successors and assigns with respect to the Licensed Uses of the User Content; (c) waive any and all moral rights with respect to the Licensed Uses of the User Content; and (d) release (to the fullest extent permitted by applicable laws) and hold harmless Dering Hall and its respective affiliates, successors and assigns from any and all claims, demands, causes of action, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or related to the Licensed Uses of the User Content, including, without limitation, those for violation of copyright, violation of moral rights, violation or misappropriation of right of publicity, invasion of privacy, defamation, libel, false light, or violation or misappropriation of any other personal or property right.
You agree that Dering Hall is not under any obligation of confidentiality with respect to any User Content and that by posting User Content, other Users may re-post your User Content on third party websites.
You represent and warrant that you own or otherwise control or have a license to all necessary rights to the User Content that you post or submit to Dering Hall for use on the Sites and that you have sufficient rights to grant this license to the User Content to Dering Hall. Dering Hall acknowledges that it does not own the User Content and agrees that it shall not acquire any ownership or intellectual property rights in or to the User Content as a result of this Agreement or its posting to the Sites. By listing Goods on the Sites for sale (whether through a Marketplace Sale, Featured Sale or otherwise), you represent and warrant that you own or have the right to sell the Goods, and that your Goods description, the Goods, and your conduct in listing the Goods comply with all applicable laws and regulations, as well as Dering Hall's policies, including our Intellectual Property Policy.
When a User communicates with a Dering Hall Designer, to inquire about or purchase a product or otherwise, the User provides the Designer with certain personal information (including the User's name and email address and, in the case of a purchase, payment and shipping information). Without express consent, Designers shall not contact Users or use their personal information for any purpose other than Dering Hall-related communications and for completing the transaction for which the information was provided. Designers may not use this information to distribute unsolicited commercial messages. Unless a Member "follows" the Designer, or the Member consents, Designers may not add Members to their email lists.
7. Terms of Featured Sales and Marketplace Sales
All sales completed through the Sites are binding on the Designer and the Member, whether such sales are Marketplace Sales or Featured Sales. By offering to purchase listed Goods, the Member agrees to pay the listed purchase price (plus applicable taxes and shipping fees), and the Designer (in a Marketplace Sale) or the Designer and Dering Hall (in a Featured Sale) are obligated to complete the transaction promptly on the terms listed for the selected Goods. Payment for purchased Goods shall be made by the Member according to the terms listed for the selected Goods. Dering Hall uses a third party for payment processing in Featured Sales.
8. Sites Monitoring and Complaints
Your intellectual property rights are important to Dering Hall. If you believe that any Goods or User Content infringe your copyright or other intellectual property rights, you may request that they be removed. Our Intellectual Property Policy provides instructions for making these requests. Please also tell the Community Coordinator about any offensive User Content or conduct on the Sites.
9. Disclaimers and Limitations of Liability
The Sites and all content on the Sites, including the Goods as well as the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis without representations or warranties of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, security, availability, accuracy or otherwise. The Sites and its contents may contain errors of publication, technical inaccuracies or typographical errors and Dering Hall does not represent that the Sites or the contents thereof, or the provision of the Services will be interruption or error free.
In no event shall Dering Hall or its affiliates be liable to you or any other person for any direct, special, indirect, consequential, lost profit, exemplary or punitive damages, or any damages whatsoever, as a result of any claims related to access to or use of the Sites or Services, including any third party claims related to Goods or User Content or any transaction between Designer and a Member or interaction between Designer and another User. In the event that you have a dispute with any other Dering Hall User, or with any third party related to your Goods, User Content, or use of the Sites or the Services, you release Dering Hall from any and all claims and damages arising out of such disputes. If Dering Hall or any of its affiliates is found liable to you or any third party for any damages, then the cumulative liability of Dering Hall shall be limited to the total annual amount of fees paid by you to Dering Hall during the year preceding the event that gives rise to such liability.
10. User Indemnification
You hereby agree to defend, indemnify and hold harmless Dering Hall from and against any claims, actions, liabilities, damages, costs and expenses, including reasonable attorneys' fees, which it may be subject to, relating to your Goods, User Content, use of the Sites or the Services, any violation of the terms of this Agreement or the policies incorporated herein, any illegal conduct that you commit, and any violations of any person's rights, including infringement or misappropriation of the intellectual property rights of any person.
11. Governing Law and Dispute Resolution
This Agreement shall be construed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of laws principles. Any disputes or claims that arise from or in connection with this Agreement shall be settled by binding arbitration administered by the American Arbitration Association, under the Arbitration Rules then in effect, and determined by three (3) arbitrators appointed in accordance with said Rules. The place of arbitration shall be New York, New York, and the language to be used in any arbitration shall be English. The arbitration proceedings and the resolution thereof shall be completely confidential, subject only to disclosures that may be required by law or necessary to enforce an award. The award rendered in connection with such arbitration shall be final and binding upon the parties hereto and may be entered in a court (state or federal) of competent jurisdiction within the County of New York, State of New York or any court having jurisdiction thereof. The parties consent to the jurisdiction of any such court and waive any objection they may have in any action before such courts based on lack of personal jurisdiction, improper venue or inconvenient forum.
12. Termination of Your Account or Access to the Sites
You agree that Dering Hall may immediately terminate or suspend your account, access to all or any part of the Sites, and may remove any Goods or User Content at any time with or without cause upon written notice to you. Cause for such termination, suspension or change shall include, but not be limited to, (a) breaches or violations of applicable laws, the terms of this Agreement, or other incorporated policies, (b) your use of illegal, obscene or objectionable conduct, Goods or User Content, or repeated complaints from other Users regarding your conduct, Goods or User Content, or (c) your violation of any person's rights, including intellectual property rights. If your account with Dering Hall is terminated, Dering Hall may, in its sole discretion, delete your storefront, Goods listings and any User Content that you have posted to the Sites or submitted to Dering Hall for posting to the Sites. Following termination, you will not be permitted to use the Sites or the Services. Even if this Agreement is terminated, you acknowledge and agree that sections 3, 4, 9, 10, 11, 13 and 14 shall survive the termination of this Agreement.
Except as stated otherwise, notices shall be given by postal mail to Dering Hall at: 55 Grove Street, New York, NY 10014 or, in your case, to the email address you provide to Dering Hall. Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid, or three (3) days after the date of mailing.
Dering Hall may update this mailing address from time to time. You agree that changes to this mailing address shall not constitute a modification to this Agreement for the purposes of Section 1(b).
Please provide notice as stated in our Intellectual Property Policy for intellectual property issues.
The provisions of this Agreement are severable. If any part of this Agreement is found to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision. This Agreement, including the policies, terms and conditions referred to or incorporated by reference herein, is the entire agreement between you and Dering Hall and supersedes any other oral or written communications, agreements or representations with respect to the subject matter contained herein.
The Sites and Services hereunder are offered by Dering Hall, Inc., located at 55 Grove Street, New York, NY 10014.
- Initial Version posted 10/4/11