My shopping cart
Your cart is currently empty.Continue Shopping
Designers agree to the following:
This Designer Agreement (the "Designer Agreement") is entered into as of the date (the "Effective Date") the Designer accepts its terms and conditions by creating an account and is by and between Flathaus and the Designer. The Parties agree to the following:
You confirm that you are working in the field of residential Interior Design, with a minimum of 2 years experience in the Interior Design industry, while you have Assets available on the Service. You agree that any Assets you make available on the Service, including in any Flathaus Free or Sale Program, will not violate third-party rights of any kind including, but not limited to, any Intellectual Property Rights or rights of privacy. For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, state, country, territory or other jurisdiction. Flathaus reserves the right to ban or remove access to Service if you receive one or more copyright complaints against your listed Assets. You understand that publishing your Assets on the Service is not a substitute for registering it with the Copyright Board of Canada or U.S. Copyright Office, or any other rights organization. You affirm, represent and warrant the following:
a) You have the full right, power and authority to enter into this agreement and to fully perform all of your obligations.
b) Your Assets and all parts thereof are owned and controlled by, or licensed to you, and your use of the Service is permitted by applicable law and by all applicable rights holders. You retain all Intellectual Property Rights to your posted Assets.
c) Your Assets and Flathaus’ use as contemplated by these Terms and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
d) To the extent that your Assets contain identifiable third parties or landmark(s), you represent that you have obtained written consent and/or model and property release(s) of those third-parties pictured, to use such third party’s name or likeness and grant Flathaus all of the license rights set forth in the applicable Licenses. You also warrant that each such third party has released you from any liability that may arise in relation to such use.
e) Flathaus may exercise the rights to your Assets granted under these Terms without liability for payment of any fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
f) You will not provide inaccurate, misleading or false information to Flathaus or to any other User. If information provided to Flathaus or another User subsequently becomes inaccurate, misleading or false, you will promptly notify Flathaus of such change.This applies to, but is not limited to, the Designer's responsibility to ensure all of their specified finishes and fixtures are in current production and maintain current stock availability at the date of package submission to Flathaus. Designers take full responsibility to ensure the finishes and fixtures specified in their packages have a Manufacturer Suggested Retail Price ("MSRP") appropriate to the Flathaus Budget level that the Designer attributes their package to.
g) You will not use Service to direct Users to other services or sites to purchase Assets.
h) By using the Service to sell one or more Assets, you agree to pay Flathaus' fees for such transaction, assume full responsibility for the content of the Assets offered, and accept that Flathaus cannot guarantee exact listing duration.
i) Flathaus may, in its sole discretion, provide you with recommendations to consider when creating your listings and will use the pricing structure as set forth by Flathaus to determine the prices for your Assets.
j) You agree to abide by any guidelines or policies set forth by Flathaus.
a) To Flathaus. By posting any Assets on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Flathaus a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Assets and your name, company name and/or likeness as contained in your Asset, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Flathaus' business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You affirm that any listed Assets are cleared to be sold under the applicable License listed below: Flathaus License
b) To Other Users. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, as permitted through the functionality of the Service and under these Terms and applicable License. You grant and/or authorize Flathaus to grant each User of the Service who purchases your Assets with all the rights, and subject to all the restrictions, described in the applicable License. You should review the License carefully before uploading any Assets.
All Assets will be delivered immediately after purchase, with no barriers to immediate download. Whenever required all Asset files will be hosted on Flathaus.
Resolution Process for Transactions.
All parties share the responsibility for making sure that purchases facilitated by our Service are satisfactory and hassle-free. Our Service hosts the resolution process for transactions when Buyers claim that their Asset was not received, or the Asset they received was different from what was described in the product listing, or the Asset contains discontinued finishes or fixtures. We will take an active role in ensuring transaction problems are resolved; however, you understand that we may contact you to relay and request additional information. You agree to permit us to make a final decision, in our sole discretion, on any disputes. We reserve the right to fix any processing errors we discover by debiting or crediting Designers earned credits balance.
Payouts & Earnings.
Flathaus shall send Designer payouts of accrued amounts according to published time frames, and according to the method published. Available payout methods are subject to change. Flathaus reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under these Terms, or amounts due to any breach of these Terms by you, pending Flathaus' reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment, you must notify Flathaus in writing within thirty (30) days of such payment. Failure to so notify Flathaus shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by Flathaus. No other measurements or statistics of any kind shall be accepted by Flathaus or have any effect under these Terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may hold Designer funds based on certain factors, including, but not limited to, Designer's dispute history, Designer response to Flathaus in regards to dispute resolution, or the filing of a dispute claim.
EACH PARTY’S PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
Limitation of Liability.
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF Flathaus ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS DESIGNER AGREEMENT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS SHOP OWNER AGREEMENT.
a) Independent Contractor. Neither Party shall be deemed to be an agent of the other Party for any purpose, and the relationship between the Parties shall only be that of independent contractors. Neither Party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
b) Governing Law and Jurisdiction. This Designer Agreement is governed and interpreted in accordance with the laws of the Province of British Columbia, Canada. The Parties consent to the exclusive jurisdiction of, and venue in, Victoria, British Columbia, Canada for the adjudication of any disputes arising hereunder.
c) Assignment. Neither Party shall assign, delegate, or otherwise transfer its rights or obligations under this Designer Agreement, by operation of law or otherwise, without the prior written consent of the other Party (to be granted or withheld in its reasonable discretion); except that Flathaus may assign this Designer Agreement freely in connection with a merger, acquisition, sale of substantially all of its assets or stock, financing, reorganization, or similar transaction. This Designer Agreement will inure to the benefit of the Parties and their permitted successors and assigns.
d) Merger, Modification and Waiver. This Designer Agreement constitutes the entire agreement between Flathaus and Designer with respect to the subject matter hereof, and merges all prior negotiations and drafts of the Parties with regard thereto. No modification of or amendment to this Designer Agreement, nor any waiver of any rights under this Designer Agreement shall be effective unless in writing. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
e) Severability. If any of the provisions of this Designer Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions shall continue in full force and effect.
f) Counterparts. This Designer Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.