Showroom Terms of Service
Last updated: March 17, 2021
This Showroom Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between Showroom. (“Showroom,” “we,” “us,” or “our”) and you, our customer (“you” or “your”). This Agreement governs your use of Showroom owned-and-operated websites, applications, and embeddable video players (collectively, the “Services”).
By creating a Showroom (account), viewing live shopping programs, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.
If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.
We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.
- Our Services
Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to:
- View videos and embedded live shopping programs that you have the right to view;
- Upload, store, and/or live stream videos.
- Embed our embeddable video player on third-party websites; and
- Use all related functionality that we may provide.
Sale of the goods via live shopping programs: We may allow you to sell services, physical and digital goods through live shopping programs that are linked to your e-commerce where the purchase of the goods is completed.
Developer Tools: We may offer application programming interfaces (“APIs”) that allow developers to build applications connected to our Services.
Enterprise Services: We may offer Services pursuant to an individually-negotiated agreement.
Third Parties: We may provide links to and integrations with websites or services operated by others.
Registration: You may create an account to get an access to the features we offer (e.g., uploading or live streaming videos). To do so, you must provide an email address, information about the enterprise and preconditions for live streaming and live shopping. By creating an account, you agree to receive notices from Showroom at this email address.
Team Members: We may allow you to grant other registered users (“team members”) access to the account. Both you and each team member is deemed a party to this Agreement. You are responsible for the actions of your team members and must monitor their access and usage.
Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
- Term and termination
If you have ordered subscription services, the Agreement begins on the Start Date and continues for the Initial Service Period. Unless otherwise stated in the Order Form, your Agreement will automatically renew for successive 12-month periods (each a “Renewal Period“) until either party provides at least thirty (30) days’ written notice of termination before a Renewal Period begins. The Initial Service Period and any Renewal Period(s) shall be referred to as the “Term.”
Fees: You must pay all fees (plus any taxes) during your subscription period and any renewal periods.
Free Trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.
Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew at the end of each subscription period unless cancelled beforehand. Your subscription renews for one-year periods. You must pay the annual fee (plus any taxes) when each renewal period starts.
Lapse Policy: When a subscription ends, the account will, at Showroom option, will be deleted. Any content in the account may be deleted to comply with the limitations of the new account status. You are responsible for archiving your content. Showroom shall not be responsible for the loss of any content. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and shall not require Showroom to provide any level of post-subscription account status.
Resale: You may not sell, resell, rent, lease, or distribute any subsсription or any other aspect of our Services to any third party unless authorized by us in writing.
- Acceptable Use Policy
We may allow you to upload, live stream, submit, or publish (collectively, to “submit“) content such as videos, recordings, images, and text (collectively, “content“). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy. Showroom may monitor your account, content, and conduct, regardless of your privacy settings. Showroom may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.
6.1 Copyright Policy
You may only upload content that you have the right to upload and share. Copyright owners may send Showroom a takedown notice if they believe Showroom is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of enterprises who repeatedly infringe.
6.2 Content Restrictions
You may not submit any content that:
- Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
- Is sexually explicit or promotes a sexual service;
- Is defamatory;
- Is harassing or abusive;
- Contains hateful or discriminatory speech;
- Promotes or supports terror or hate groups;
- Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
- Exploits or endangers minors;
- Depicts or encourages self-harm or suicide;
- Depicts (1) unlawful real-world acts of extreme violence, or (2) animal cruelty or extreme violence towards animals;
- Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;
- Contains false or misleading claims about (1) vaccination safety, or (2) health-related information that has a serious potential to cause public harm;
- Contains false or misleading information about voting;
- Contains conspiracy-related content where the underlying conspiracy theory makes claims that (1) suggest that a real-world tragedy did not occur, or (2) violate other content restrictions; or
- Violates any applicable law.
6.3 Code of Conduct
In using our Services, you may not:
- Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
- Act in a deceptive manner or impersonate any person or organization;
- Harass or stalk any person;
- Harm or exploit minors;
- Distribute “spam” in any form or use misleading metadata;
- Collect personal information about others;
- Access another’s account without permission;
- Use or export any of our services in violation of any U.S. export control laws;
- Engage in any unlawful activity;
- Embed our video player on or provide links to sites that contain content prohibited by Section 6.2; or
- Cause or encourage others to do any of the above.
6.4 Prohibited Technical Measures
You will not:
- Except as authorized by law or as permitted by us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of our Services; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
- Submit any malicious program, script, or code;
- Submit an unreasonable number of requests to our servers; or
- Take any other actions to manipulate, interfere with, or damage our Services.
6.5 Restricted Users
You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a Swedish Government embargo or has been designated by the Swedish Government as a terrorist-supporting country; or (b) listed on any Swedish Government list of restricted parties.
- Licenses Granted by You
As between you and Vimeo, you own and will retain ownership of all intellectual property rights in and to the content you submit. In order to allow Vimeo to host and stream your content, you grant Vimeo the permissions set forth below.
7.1 Your Video Content
By submitting a video or an embedded code to a live shopping program, you grant permission to:
- Stream the video or a program to end users;
- Embed the video on Showroom’s website;
- Distribute the video or the program via our APIs;
- Distribute the video or the program via Showroom marketing and communication channels such as social media.
- Transcode the video (create compressed versions of your video file that are optimized for streaming); and
- Generate stills (i.e., “thumbnails”) from your video to represent it (if you have not selected one).
If you have enabled a video privacy setting or disabled downloading or embedding, we will limit distribution of your video pursuant to your selection. By enabling access to your video to any third party, you grant each such person permission to stream (and/or download or embed, as applicable) your video. For the purposes of this Section 6.1, your video includes its title, description, tags, and other metadata.
The license period begins when you submit the video to Vimeo and ends when you or Vimeo delete it; provided that Vimeo may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) when the video is the subject of a takedown notice or other legal claim; or (c) when Vimeo in good faith believes that it is legally obligated to do so.
7.2 Account Profile
You grant Showroom permission to use your enterprise name, likeness, information about the enterprise, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Showroom shall have the right to identify public profiles in its marketing and investor materials.
7.3 Other Content; Feedback
Content that is not covered by the licenses set forth in Sections 7.1, 7.2, or 7.3 shall be governed by this Section 6.4 (e.g., text you submit in comments). You grant Showroom a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display such content through online means in connection with our Services. If you make suggestions to Vimeo on improving our products or services, Vimeo may use your suggestions without any compensation to you.
7.4 Scope of Licenses
All licenses granted by you in this Section 7: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Showroom; rather, any breach of a term by Vimeo hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant (e.g., a Creative Commons license).
- Your Obligations
7.1 Representations and Warranties
For each piece of content that you submit to or through Showroom, you represent and warrant that:
- You have the right to submit the content to Showroom and grant the licenses herein;
- Vimeo will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
- You have obtained appropriate releases (if necessary) from all persons who appear in the content;
- The content does not, and will not, infringe any third party’s rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
- The content complies with this Agreement and all applicable laws.
You will indemnify, defend, and hold harmless Showroom and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, arising from or relating to: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.
SHOWROOM PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHOWROOM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, Showroom makes no representations or warranties:
- That our Services, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted or error-free, completely secure, or accessible from all devices or browsers;
- That we will host, make available, or remove any specific piece of content;
- Concerning any content submitted by or actions of our users;
- That any geo-filtering or digital rights management solution that we might offer will be effective;
- That our Services will meet your business or professional needs;
- That we will continue to support any particular feature or maintain backwards compatibility with any third-party software or device; or
- Concerning any third-party websites and resources.
- Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) SHOWROOM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SHOWROOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) SHOWROOM’S TOTAL LIABILITY TO YOU, EXCEPT FOR SHOWROOM’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SHOWROOM OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S).
- General Provisions
Force Majeure: Showroom will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Vimeo’s reasonable control, whether or not foreseeable (each a “force majeure event”). In the event of a force majeure event,
Relationship: You and Showroom are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign this Agreement to any person whose account has been terminated by Vimeo or who is prohibited from registering; any such assignment will be void. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.
Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Vimeo. If you have a signed agreement with Showroom, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.
Notices: You must send any notices of a legal nature to us by email at email@example.com or at
252 36 Helsingborg