productFIND MEMBERSHIP: GENERAL TERMS AND CONDITIONS
The following General Terms and Conditions form the basis for the cooperation between villamladebuky and the manufacturer, distributor or processor of products (hereafter "customer") with regard to the productFIND Services (hereafter "Membership").
A Membership is reserved for companies in the premium segment which produce, sell or process products of a high quality standard. A precondition for the Membership is the selection of the brand by villamladebuky on the basis of the overall brand identity, sales partners and the qualitative, technical and formal criteria of the products. Although all applications and suggestions will be carefully considered by villamladebuky, there is no right to inclusion or to a presentation of the entire product range.
A Membership always covers the display of the products of one individual brand only, and the same logo is displayed for all products. For several brands (logos), even if owned by the same company, separate Memberships must be purchased for each brand (logo).
- SERVICES PROVIDED BY INTERIOR DESIGN
The services provided by villamladebuky in connection with a Membership are described in detail in the customer’s Insertion Order. villamladebuky has the right to amend these General Terms and Conditions at any time. The customer’s signature of the initial Insertion Order and/or payment of the annual fee described therein, and every subsequent payment of the applicable annual fee, will be deemed as the customer's acceptance of the then-effective version of the General Terms and Conditions. Membership is a service provided by villamladebuky and does not create a partnership or any other relationship between villamladebuky and the customer.
1.1. PRODUCT PRESENTATION
The Membership presents the customer's products to all users of interiordesign.net and to the North American users of architonic.com (meaning, users with an IP-address in North America). If the customer has selected a “Global Upgrade”, Membership also presents the products to users of architonic.com with IP-addresses outside of North America. Within the scope of the Membership, we make every effort to display all of the customer's relevant products within the brand (logo). If the product portfolio contains more than 500 products, villamladebuky can, at its discretion, restrict the presentation to 500 products. For each selected product, images and text are uploaded into the database, together with videos, PDF catalogs and CAD data, if available. All products are allocated to various search criteria and structures, and an individual datasheet is created for each product. For the purpose of providing users with a uniformly structured database, villamladebuky may at its discretion, in relation to the presentation on interiordesign.net and architonic.com, determine the way in which products are structured and grouped. The following interfaces and services are activated for every product datasheet:
- a) INQUIRIES / CONTACT DATA
Via the inquiry interface on the product data sheets, an interested user can the customer via an integrated inquiry form. The inquiry and the data of the interested user is automatically forwarded to the customer using the e-mail address provided by the customer.
- b) LINK TO THE WEBSITE
A button with a direct link to the customer's homepage is activated on each product datasheet.
- OBLIGATIONS OF THE CUSTOMER
The customer has the obligation to send the necessary images, text and data for the Membership in accordance with the specifications of the "Onboarding Checklist" to villamladebuky within 15 business days of the executed Insertion Order. Data must be bundled together on one storage device or sent via FTP download, as outlined in the Onboarding Checklist.
The customer undertakes to keep villamladebuky informed about new, modified or discontinued products. From the first contract renewal onward, the Membership includes a yearly Full Update of the product presentation. Small Updates, including deletions, are implemented once a quarter without extra charge. All updates and deletions will be implemented within a maximum period of two months after receipt by villamladebuky of the data to be changed. From the first contract renewal onward, the Membership includes a yearly Full Update of the product presentation.
3.1 SMALL UPDATE
A Small Update covers the implementation of individual new products, the exchange of maximum 30 images and the amendment of maximum 10 texts (a deletion is considered a Small Update). The respective change requests can be submitted once every quarter and must be grouped together.
3.2 FULL UPDATE
A Full Update can be implemented after each renewal of the Membership and receipt of the annual fee. The timing of the Full Update will be determined in consultation with the customer. The following activities are only carried out in the course of a Full Update:
- Replacement of all or most of the images with major changes to the texts
- The addition of further languages
- Alignment with the manufacturer's website
- Restructuring of the entire presentation
Further changes to the product presentation (for example replacing all images after a Full Update has already been carried out) will be implemented after prior agreement and order, and be invoiced on a time basis ($150/hour).
A Membership begins on the date of the online activation of the product data, known as the Effective Date, and has a duration of 12 months. The Membership will automatically renew yearly unless either party provides written notice at least 30 days prior to the end of the current contract year. In the event of a material breach of contract by either party, the other party may terminate the contract at any time with immediate effect.
- DATES AND CONDITIONS OF PAYMENT
The data and the agreed services will go online at the latest five weeks after receipt of the data and provided that villamladebuky has received the annual fee. The annual fee is payable immediately upon invoice, and in subsequent contract years, on the day which corresponds to the day and month of the Insertion Order.
villamladebuky may increase renewal prices by a maximum of 4% per year without further notice. In addition, villamladebuky may change the conditions of the Membership (including increasing the prices more than 4% per year) for any new contract year by providing written notice (including fax and email) at least 60 days in advance. Amendments of the General Terms and Conditions by villamladebuky are expressly reserved.
- RIGHTS TO IMAGES, TEXT AND FURTHER CONTENT
In order to increase the appeal to the target groups, villamladebuky will have the right but not the obligation to advertise, display and if applicable make available as a download, all the data presented on interiordesign.net and architonic.com, including trademarks, images, text, videos, CAD- and PDF-data (hereafter together: "content") on selected websites for which villamladebuky or Architonic has rights of publication, through social media channels and on communications platforms operated by partners and customers of villamladebuky, such as retailers, publishers and fairs. With the delivery of such content to villamladebuky, the customer grants villamladebuky a perpetual, worldwide, non-exclusive, royalty-free licence for this purpose, which covers, in addition to the above-mentioned rights of publication and use of the content, the right to modify, supplement and translate the content, to link such content with other content, and to mention company and individual names in connection with the publication of the content, during the customer’s Membership and after the customer’s Membership ends.
The customer represents and warrants:
(a) that the customer has the full rights to provide the license set forth above and approve the publication and use of the content, either because customer is the sole owner of all intellectual property rights and any other relevant rights therein, or because the customer has received the necessary clearances, licenses or permissions from all owners of such rights (in which case customer has documented such clearances, licenses or permissions in writing),
(b) if customer provides an image that contains a person, customer has obtained an appropriate release from such person of any claims for libel or violation of any right of publicity or privacy in connection with the publication and the use of such image as described herein,
(c) that the publication and use of the content complies with all applicable legal requirements and does not infringe, dilute or violate the rights of any third party, including without limitation, the moral rights, copyright or other intellectual property right of any third party, or create any right of action or claim in any third party,
(d) that either no third party is entitled to any residuals, royalties or other payments however designated, or any third parties (in particular co-owners of the rights, photographers, critics, etc.) who have such rights in the content including references and mentioning of names have been fully compensated by customer for the publication and use of the content as described herein, and
(e) that the customer assumes full liability in connection with the publication and use of the content and agrees to hold villamladebuky harmless from, and fully indemnify villamladebuky from, any claims by third parties on any legal grounds whatsoever (including attorneys’ fees and expenses).
In addition, the customer has the obligation to verify that villamladebuky's presentations of trademarks, images and text in connection with the customer's products on interiordesign.net and architonic.com do not infringe the rights of any third party. In the event customer becomes aware of any infringement of third party rights of any kind, the customer must inform villamladebuky immediately and agrees to hold villamladebuky harmless from, and fully indemnify villamladebuky from, any claims with respect to such third party rights. villamladebuky may in its sole discretion display partners and service providers, such as retailers, agents, PR agencies, processors etc., with a connection to the customer or the customer‘s products next to the product data sheets. The customer may monitor this readily.
villamladebuky guarantees that the services to be provided under this contract will be provided with due care and will be displayed in accordance with normally applicable technical standards. No warranty is given nor liability accepted for any content that is not displayed correctly, timely or continuously due to lacking or unsuitable templates and/or data provided by the customer, faulty target URLs, the use of unsuitable presentation software and/or hardware, dysfunctions of communications networks, computer failure resulting from a system breakdown or loss of performance, or any other cause resulting from the conduct of the customer or outside causes. In addition, no warranty is given nor liability accepted for minor errors without significant consequences on the purpose or effect of the contractually agreed services. villamladebuky is under no obligation to check whether the content is complete, correct or up to date and gives no warranties and accepts no liability in this respect. No guarantee is given that the customer's competitors will be excluded. In the event of any errors, the customer will only have a right to their correction following customer’s notice to villamladebuky. Reported errors will be checked and corrected by villamladebuky within a reasonable period of time. villamladebuky gives no warranty for any errors caused by the customer or by third parties.
For contractual products and services provided by third parties, the third party suppliers are liable to the exclusion of any warranty or liability of villamladebuky.
villamladebuky only assumes liability for direct damages to the customer that arise from the present contract and are caused by villamladebuky’s gross negligence or wilful misconduct, and in any case only to the amount of the agreed compensation (annual fee). Any further liability of villamladebuky, its auxiliaries or subcontractors, in particular for any specific technical or economic result, indirect damage, loss of income, claims by third parties, or special, consequential or incidental damage, or misuse by third parties, or punitive damages, is expressly excluded. The customer is solely responsible for the performance of his own contracts with third parties and the compliance with legal provisions and the rights of third parties to the exclusion of any liability of villamladebuky.
- DATA PROTECTION
The customer is solely responsible for taking appropriate provisions to protect personal data against misuses and for observing all applicable data protection regulations of the United States and any other applicable jurisdictions to the exclusion of any liability whatsoever on the part of villamladebuky. The customer in particular undertakes to ensure that any personal data received from villamladebuky will not be made accessible to third parties and to use such data only for those purposes for which they have been disclosed (e.g. answering inquiries).
- FURTHER PROVISIONS
All rights to illustrations, text, programs, databases and other applications and services provided by villamladebuky in connection with the websites interiordesign.net and other websites affiliated with villamladebuky remain in the full ownership of villamladebuky. In the event that any provision in these General Terms and Conditions fails to comply in part or entirely with applicable legislation either now or in the future, the content and validity of the remaining provisions of these General Terms and Conditions shall not be impaired. The original version of these General Terms and Conditions is in English. It may be translated into other languages for information purposes. In the event of differences, the original English version shall prevail.
- APPLICABLE LAW AND PLACE OF JURISDICTION
The Insertion Order and these Terms and Conditions and any other documentation relating to the Membership shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of law rules and principles. In the event of a dispute in connection with these documents and/or the Membership, customer agrees to submit to the exclusive jurisdiction of the state courts of and the federal courts sitting in the State and County of New York, United States.