DEFINITIONSIn these Terms and Conditions (unless the context otherwise requires), the following definitions shall apply:
“User”: the party that has signed up on-line for a free use subscription of Roomstyler;
“Roomstyler”: the on-line interactive three dimensional interior design and floor planning software provided as ‘software as a service’ that enables users to visualise floorplans, rooms and three dimensional images of furniture and other interior items in a contextual environment, including renders thereof;
ROOMSTYLER SERVICES AND LICENSE
FLOORPLANNER.COM will provide User Roomstyler and related services which are part of the free use subscription and services as described on the Roomstyler website (www.roomstyler.com).
FLOORPLANNER.COM hereby grants to User subject to these terms and conditions a non-exclusive, non transferable license to use Roomstyler (including databases and content) and related services.
User grants to FLOORPLANNER.COM a perpetual, non- exclusive, transferrable license to publish, amend, and use any designs created by User under the free use subscription with Roomstyler (including the right for FLOORPLANNER.COM to sublicense any designs created by User).
FLOORPLANNER.COM is entitled to amend and change the functionality and specifications of Roomstyler and related services as part of product and services improvement at any time.
TERM AND TERMINATION
Free use is provided for the term during which free use subcriptions of Roomstyler and related services are made available to the general public by FLOORPLANNER.COM.
User may terminate its free use subscription effective immediately at any moment. FLOORPLANNER.COM may terminate the free use subscription at any moment with due observance of a reasonable notice period without liability to the User. FLOORPLANNER.COM may terminate the Agreement, effective immediately upon written notice by email to the User without liability to the User if (a) the User breaches any material obligation related to the free use and does not cure such breach within seven (7) days after receiving written notice thereof.
Expiration or termination of the free use subscription shall not modify or alter any rights or obligations of the parties which accrued prior to the expiration or termination. The rights, limitations and obligations of the following Articles shall survive the expiration or termination of the free use subscription: Clause 2.3 (License), Clause 4 (Property Rights), Clause 5 (Warranties), Clause 6 (Limitation of Liability), and Clause7.1 (Disputes).
Title to and ownership of Roomstyler and results of associated services (excluding User designs), Roomstyler databases, Roomstyler website(s), and Roomstyler content, and all other rights in patents, copyrights, know-how and trade secrets in Roomstyler and results of associated services, Roomstyler databases, Roomstyler website(s), and Roomstyler content (excluding User designs), in whole or in part shall not transfer to User and shall remain with FLOORPLANNER.COM and its suppliers. FLOORPLANNER.COM and its suppliers reserve all rights not expressly granted to User in these terms and conditions, and the license granted to User herein shall in no event be construed as conferring a license to, or rights in, any FLOORPLANNER.COM patent or any other intellectual property right owned by FLOORPLANNER.COM.
User understands and agrees that FLOORPLANNER.COM services and products are not error or 'bug' free. FLOORPLANNER.COM warrants for User’s benefit alone that during the term of this Agreement Roomstyler services and products will perform substantially in accordance with its associated documentation. FLOORPLANNER.COM does not warrant that Roomstyler services and products will be error-free in all circumstances.
FLOORPLANNER.COM makes no guarantees with respect to the availability or uptime of Roomstyler services. FLOORPLANNER.COM will at all times endeavour to keep any service interruption to a minimum.
LIMITATION OF LIABILITY
Since a free use subscription of Roomstyler is made available free of charge to User, each Party agrees that the other Party shall not be liable for any direct, indirect or consequential damages, whether in contract, tort or otherwise, arising in connection with the free use subscription, the provision of services or the use of FLOORPLANNER.COM products by User. In the event FLOORPLANNER.COM is liable for damage under mandatory law, FLOORPLANNER.COM aggegrate liability to User for any and all claims arsing out or in connection woth the use of Roomstyler and related services.
The applicability of general or specific terms and conditions of User is expressly rejected by FLOORPLANNER.COM.
FLOORPLANNER.COM is entitled to amend and change the content of these terms and conditions at any term. Before such amendment or change becomes effective, they will be made available to User upfront. In case User does not gives its consent to the amended terms and conditions, FLOORPLANNER.COM has the right to terminate its free use subscription effective immediately.
On subscriptions and services provided by FLOORPLANNER.COM against a fee, other terms and conditions are applicable.
If a dispute arises related to the construction, validity or performance of the free use subscription, FLOORPLANNER.COM and User shall first attempt to amicably resolve any disputes which may arise under or relate to the free use subscription. This agreement is governed by and construed in accordance with the law of the Netherlands, without giving effect to any otherwise applicable rules concerning conflict of laws. The parties agree that the court of Rotterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this free use subscription or its subject matter or formation (including non-contractual disputes or claims).
If any term, provision, or portion thereof, of these terms and conditions is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions or portions thereof shall not be affected and continue in full force and effect. The Parties shall replace such void and unenforceable provision with a valid and enforceable provision. This provision shall be as consistent as possible with the intent of the Parties as initially expressed.
These terms and conditions are the final, complete and exclusive statement of the agreement for the free use subscription between the Parties and it supersedes all prior proposals and agreements, oral and written, and all other communications between the Parties relating to the free use subscription. These terms and conditions contain all of the Parties’ rights and remedies pursuant to the free use subscription.