Contract & License Agreement


Below you will find information which details of your relationship with Trade Only Design Library, Inc. in its entirety.


Disclaimer:


TODL, Inc. is providing this database and its contents on an "as is" basis and makes no representations, warranties or claims of any kind as to the accuracy, or completeness of the information, text, graphics, and links contained in respect to the database or its contents. Price and availability information is subject to change without notice.


Neither TODL, Inc. nor any of its directors, employees or other representatives will be liable for damages arising out of or in connection with the use of this site. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.


Contract Agreement:


Please read carefully.


1. Scope of Agreement: Under this Agreement ("Agreement"), Trade Only Design Library, Inc. (hereinafter referred to as "TODL", "we", "our" or "us") provides and makes available on-line information and services (the "Service") relating (but not limited) to the design industry which includes interior designers, decorators, architects, stocking retailers and in-house purchasers.


This Service is made available to registered subscribers and/or authorized users ("you", "your" or "subscriber"). By selecting "I AGREE" when registering or if you use the Service, you agree to be bound by this Agreement. The term "use" means the use and availability of, access to, transmission to or from or any exchange of information or communication in connection with or arising from the Service.


This is the entire agreement between you and us, superseding prior agreements regarding its subject matter. Whenever new products or services become available, your use of them will be under this Agreement unless we notify you otherwise. You must comply with any additional terms which apply to third-party content, software or other services. We may change this Agreement at any time and we will send you notice of any changes. Any changes will take effect 30 days after we send you notice ("effective date"). You can read a current copy of this Agreement at any time by coming back to the "Designer Sign-Up" page. If any change is not acceptable, you may terminate your subscription as described below, but using the Service after the effective date means you accept the changes.


2. Membership Information: You will provide us with accurate and complete registration information and advise us promptly of any changes. If you don't, you will be in breach of this Agreement allowing us to immediately terminate your subscription and use of the Service. When you register, you will receive a user name and password which we may assign or allow you to select. You may not select a user name which violates anyone's rights or one, in our sole discretion, we consider offensive, improper or inappropriate. If you do, we can modify or delete it.


Membership to the Trade Only Design Library is FREE. Industry professionals include, but are not limited to interior designers, architects, facility managers and stocking retailers. Applicants must apply for membership providing current business information in addition to industry references.


3. Charges and Billing Practices: Qualified trade professionals may use TODL.com free of charge.


Manufacturers may list products approved by the Trade Only Design Library for a listing fee in addition to an initial set-up fee. These costs are on a sliding scale based on the number of products listed. Specific pricing can be obtained from a TODL Account Executive at (800) 631-3111. (see other information below)


4. Rights and Responsibilities: The Service provides information, visual images, data, content, and other materials and services, communications, transmissions and other items, tangible or intangible, which are referred to as "Materials". Materials can be furnished, made available and/or accessible from one party to another and they can be perceived either directly or with the aid of a machine, program or device and can be owned by us, provided through an arrangement we have with others or which may be accessed through use of the Service. You have no rights in or to the Material and you will not use Material, except as permitted under this Agreement. You agree to comply with all notices and requirements accompanying third-party Material.


TODL was developed for the express use of designers, architects, facility managers and stocking retailers to assist in the research and specification of design products, including but not limited to, furniture, accessories, lighting, plumbing, wall treatments, flooring, window treatments, etc. This database is not for the general public.
You may not allow another to use your subscription, user name, password or the Service, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any material or information through, using or otherwise in connection with the Service, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another; or (c) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity or conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, completeness, currentness or usefulness of any Material in connection with your subscription, user name or password. Although we do not pre-screen, we reserve the unconditional right to remove Material we consider harmful, offensive, in violation of law, regulation or any agreement.


You also may not, nor allow another to use, your subscription, user name, password or the Service, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any Material; (b) act in a way that affects or reflects negatively on use, the Service, or any other; (c) transmit or communicate any advertising, promotion or solicitation; (d) collect or attempt to collect any information of others, including passwords, account or other information.


5. Information About You: "Personal Information" means any information relating to your subscription and use of the Service and which specifically identifies you or your account. We may store and use your personal information for our own internal purposes and we reserve the right to access, monitor and retrieve password-protected information for compliance with this Agreement. We will not disclose your personal information, except as described in this Agreement, nor will we disclose information to others that would connect your user name with your actual name unless we are compelled by law. We do not sell our mailing lists, e-mail lists or membership lists. As a Member, you can choose to e-mail your contact information to a listing manufacturer by using the 'Contact Mfr' button found on each of the Specification Sheets. At our sole discretion, we still reserve the right to make exceptions, whenever we believe an emergency, illegal activity or some other reasonable basis exists for notifying or providing such information to the appropriate authorities. We sometimes aggregate information about our subscribers and you agree we can make such statistical information available to others, as long as we don't identify you.


6. Limited Liability and Warranty: You are entirely liable for activities conducted by you or anyone else in connection with your subscription and use of the Service. You must keep your user name and password secret and not disclose it to others. You may not allow others to use the Service, your subscription, user name or password. If you do, you (i) assume all responsibility and liability associated with such use; and (ii) indemnify and hold us harmless for any such use. We do not warrant the accuracy, completeness, currentness or other characteristics of any Material available on or through our Service. We will not be liable for any loss or injury resulting directly or indirectly from our Service, whether or not caused in whole or in part by our negligence or by contingencies beyond our control. Neither we, nor our suppliers or manufacturers, are responsible or liable, directly or indirectly, for any loss or damage caused by use of or reliance on or inability to use or access any of our Service, Material, content, information, goods or services.
Your access to and use of our Service, is at your sole risk and are provided "as is" and "as available".


Our entire liability and your exclusive remedy with respect to the Service or otherwise, is replacement of defective goods or performance of defective services. Because some jurisdictions do not allow the exclusion or limitation of certain types of liability, in those jurisdictions, our liability will be limited to the extent permitted by law. We do not endorse, warrant or guarantee any material, product or service offered through us or our Service. We are not and will not be a party to any transaction between you and any third party.


7. Indemnification: You agree to defend, indemnify and hold us, our employees, agents, officers, directors, agents, contractors, suppliers and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including attorneys' fees), in connection with or arising from your breach of this Agreement and/or your use of the Service. We may, if necessary, participate in the defense of any claim or action and any negotiation for settlement. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you to assume exclusive defense and control of any claim or action and then corresponding indemnification obligation will end.


8. Termination: We or you can terminate your membership at any time on 30 days notice. Termination is your sole right and exclusive remedy if you are not satisfied with our Service. We can terminate this Agreement, restrict or terminate your access to and use of the Service immediately and without notice or liability, if you breach this Agreement in any way, and it will not limit any other rights available to us.


You can terminate your membership by notifying Customer Service at 800-631-3111, or by sending your cancellation request via electronic mail to memberservices@TODL.com or by regular mail to Trade Only Design Library, Inc., 1150 Kapp Drive, Clearwater FL 33765. Termination will take effect no later than 30 days after we receive your notice.
Manufacturer Listing Termination and Refunds:


Should a listing manufacturer wish to terminate his listing with TODL, the following guidelines apply:


a. Notice of termination and refund requests are to be sent either via e-mail to CustomerSupport@TODL.com or in writing to Customer Support c/o TODL.com at 1150 Kapp Drive, Clearwater FL, 33765.


b. If the products have not yet gone through digitization and data entry, a refund of 90% can be expected within 60 days of date of termination notice (a 10% administrative fee is retained).


c. If the product digitization and data entry has been started, the set-up cost cannot be refunded, but the listing cost can be refunded in full within 60 days from the date of the termination notice.


d. If the products are live on the database, the set-up fees cannot be refunded and only the portion of the time unused can be refunded within 60 days from the date of the termination notice.


e. If the manufacturer has not provided the listing information within 3 months, unless otherwise agreed to in writing, any deposits or payments are non-refundable, however, the listing rate and term will be reserved for 12 months following payment.


9. Governing Law, Interpretation and Jurisdiction: This Agreement shall be construed according to the laws of the State of Florida, and original jurisdiction shall remain in Pinellas County, Florida, as the location of the execution of the Agreement.


10. Legal Notices: Any written correspondences between the parties must be mailed certified return receipt requested, to the other party for the notice to be deemed irrefutably received. All correspondences must be mailed to TODL at 1150 Kapp Drive, Clearwater FL, 33765.