TERMS AND CONDITIONS OF USE
2.1. The Website and/or the Application may only be used for the following purposes:
18.104.22.168. to obtain preliminary cost indications and prepare preliminary estimated cost budgets for the intended kitchen renovation/remodeling project ("Kitchen Project");
22.214.171.124. to experiment with the structure of the preliminary cost indications and preliminary estimated cost budgets;
126.96.36.199. to compare alternative preliminary cost indications and preliminary estimated cost budgets;
188.8.131.52. to share preliminary cost indication files with your existing customers, potential customers, and other Professional Users;
184.108.40.206. to obtain preliminary material and equipment lists based upon such preliminary cost indications and preliminary estimated cost budgets;
220.127.116.11. to provide introductory content related to kitchen remodeling designs;
18.104.22.168. obtain connections to potential customers;
22.214.171.124. to obtain potential business referrals from existing and potential customers;
126.96.36.199. to obtain a license to use the Website and the Application on behalf of existing and potential customers;
188.8.131.52. to review and analyze trends of usage of the Website and the Application by existing and potential customers; and
184.108.40.206. to provide content including, but not limited to, text, image, video and preference files, to be used on the Website and the Application.
220.127.116.11. to obtain preliminary cost indications and develop preliminary estimated cost budgets for Kitchen Project;
18.104.22.168. to experiment with the structure of cost indications and preliminary estimated cost budgets;
22.214.171.124. to compare alternative cost indications and preliminary estimated cost budgets;
126.96.36.199. to share cost indication 'files' of Personal Users with Professional Users;
188.8.131.52. to review introductory content related to kitchen remodeling;
184.108.40.206. to connect with design professionals providing kitchen design and/or remodeling services who have expressed an interest in being retained to provide such services; and
220.127.116.11. to provide content, including, but not limited to, text, image, video and preference files, to be used on the Website and the Application.
18.104.22.168. to estimate and/or agree upon the actual cost or contract price of a particular kitchen remodeling project for contracting purposes; and/or
22.214.171.124. to determine the appropriate and permitted use of materials, methods or products for any particular kitchen remodeling project; and/or
126.96.36.199. to determine the adequacy for intended purpose and compliance with applicable building codes and regulations of the space layout or equipment and material selections and configuration produced by use of the Website and/or Application; and/or
188.8.131.52. to perform any services which would be in violation of the any federal, state or local law, ordinance and/or regulation regarding the provision of design and/or construction and/or related services; and/or
184.108.40.206. to identify the qualifications and capabilities of an appropriate design professional to perform kitchen remodeling or design for the User or such design professional's authority to provide such services.
2.2. You shall not:
2.2.1. remove or destroy any copyright notices or other proprietary markings on the Website or the Application;
2.2.2. reverse engineer, decompile, disassemble, modify the Website and/or the Application, merge the Website and/or the Application or the content of the Website and/or the Application into another program, or create derivative works of the Website and/or the Application or the content of the Website and/or the Application;
2.2.3. copy or distribute the Website and/or the Application or any content related to the Website and/or the Application:
2.2.4. use the Website and/or the Application in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; and
2.2.5. translate, adapt, or arrange derivative works of, or based on, the Website and/or the Application.
3. Supply of Content
3.1. During use of the Website and/or the Application, You may have the opportunity, potentially with the aid of a representative of the Website and/or Application, to post or have posted: (a) images, together with captions descriptions, and contact information of the Content Provider, (b) combinations of images and descriptions and contact information of the Content Provider, and (c) information or sets of information related to the aforesaid images and descriptions which would allow the User of the Website and/or the Application to determine a cost indication for designing or remodeling the User's kitchen in accordance with the criteria provided by the User, which will be integrated into the Web site and/or the Application. The User may also participate in other member boards, public forums, or other forms of communications on the Website. Collectively, all such images and descriptions described in this Paragraph 3.1 shall be collectively referred to herein as "the Content" and the provider of such Content shall be referred to herein as the "Content Provider."
3.2. If You post any Content, You hereby grant the Company a worldwide license to use, copy, display and perform (both privately and publicly), publish, transmit, distribute and exploit the Content in whole or in part in connection with our services provided on the Website and/or the Application. Without limitations to foregoing, the rights granted by you to us include the following: (a) the right to enter the Content into the Website, Application, files, storage space and database, (b) the right to store, process, retrieve and transmit, and to authorize Users of the Website and/or the Application ("You" or the "Users"), to store, process, retrieve and transmit the Content in connection with the services provided on the Website and/or the Application, (c) the right to juxtapose and combine the Content with other information and materials available on the Website and/or Application, and (iv) the right to allow the Users to download all or any part of the Content.
3.3. Design Economics, LLC acknowledges and agrees that You and your copyright licensors, as applicable, retain ownership of any and all copyrights in the Content, subject to the irrevocable, non-exclusive rights granted to Company in the paragraph above, and that no ownership of such copyrights is transferred to Company under these terms. Further, with respect to Content in the form of photos, and subject to Design Economics, LLC product and user experience considerations, (a) Design Economics, LLC shall use all reasonable commercial efforts to maintain the attribution of such photos as submitted by You, and (b) Design Economics, LLC will not license or sublicense to third parties individual photos or collections of photos t submitted by you, except in each case for "Kitchen Right Business Purposes." "Kitchen Right Business Purposes" shall include any use in connection with the Kitchen Right website and application, related applications and websites, including any newly related applications and websites, related publications or services, or any use which advertises, markets, or promotes Kitchen Right, or related products and services.
3.4. We may, in our sole and exclusive discretion, reject any Content for failing to utilize the proper format or which we consider unsuitable for uploading on the Website and/or the Application.
3.5. We reserve the right, in our sole and exclusive discretion, to determine any matters concerning the configuration of hardware, software, telecommunications, system components, advertising categories, positioning of Content and other administrative or operational issues for the Website and/or the Application, as we deem necessary or helpful in the normal course of business.
3.6. We are solely a service provider and rely on Users to pre-screen or editorially control the Content. We reserve the right to: (a) remove, (b) request the removal of, and (c) block, any Content or information in the Content brought which we consider detrimental to us or our business. You agree not to include in the Content any material which violates or infringes the rights of any person or which any reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate any federal, state, or local law. Users shall not disseminate so-called "chain letters," pornographic or obscene movies, or graphic images. To protect ourselves, we may, without liability, actively cooperate with and furnish identifying and supporting information to any person likely to be harmed by your violation of these provisions or to any law enforcement agency requesting information from us or serving a warrant, or subpoena on us.
3.8. You shall indemnify, defend, and hold Indemnified Parties harmless from and against any and all claims, liabilities, lawsuits, threats of lawsuits or other governmental action, or losses suffered, incurred or sustained by any Indemnified Party, by reason of any claim, action, suit, proceeding or arbitration including any governmental action, notification, investigation or audit (the "Claim") to the extent arising out of or resulting from any matter relating to the Content or any negligent act or omission on your part or your affiliates, agents or consultants or their respective owners, officers, directors and employees in relation to the Content.
4.1. The materials on this Website and/or Application are provided "as is." Company makes no warranties, expressed or implied, and hereby disclaim and negate all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, we do not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this Website and/or the Application or otherwise relating to such materials or any data or information produced through the use of the Website and/or Application or on any sites linked to this Website and/or the Application. You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs, and texts available through this Website and/or the Application or of the data or information produced through the use of the Website and/or Application. Redistribution or republication of any part of this Website and/or the Application or the content of the Website and/or the Application is prohibited, including such by framing or other similar means. We do not warrant that any service provided through the use of this Website and/or the Application will be uninterrupted, timely, or error-free. By using this Website and/or the Application, You hereby, to the fullest extent permitted by law, release, indemnify the Indemnified Parties from and against any loss or damage suffered or incurred by any Indemnified Party, in whatever manner, howsoever caused.
4.2. Further, by using the Website and/or the Application, You accept that the Website and/or the Application is intended to be used for determining a preliminary estimated budget for kitchen remodeling, and for particular categories of costs, such as cabinets or appliances. You further accept that these preliminary estimated budgets determined by the use of the Web site and/or the Application are intended to provide an initial and early phase cost indication, and in no way are the preliminary estimated budgets and cost indications intended to be use for the purpose of determining the actual detailed cost estimate and price for kitchen design or remodeling. As a user, you should not completely rely on these preliminary estimated budgets and cost indications determined by the Website and/or the Application. All Users are responsible for conducting any necessary due diligence on these preliminary estimated budgets and cost indications to confirm the accuracy of such estimated budgets.
4.3. You understand that preliminary estimated budgets and preliminary indications of cost created by use of the Website and/or the Application shall be based on available product and labor costs and other conceptual estimating techniques and require that certain assumptions be made regarding the availability and costs of various materials, products and labor in the User's vicinity, and must simplify the true underlying cost structure to this end. You further recognize that Company does not have any control over any of these factors, and therefore cannot, and does not, warrant or guarantee that bids or negotiated prices will not deviate from any preliminary cost indications or preliminary estimated budget obtained through the use of the Website and/or Application. Therefore, You understand and acknowledge that the preliminary cost indications and preliminary estimated budgets determined through the use of the Website and/or the Application may differ from the actual costs for several reasons, including, but not limited to:
4.3.1. the lack of competition among material and labor providers, suppliers, and vendors in the User's vicinity;
4.3.2. a lack of competition among material and labor providers, suppliers and vendors, specific to the User's project, and/or specific negotiation dynamics between supplier or supplier(s) and the User or User's representatives
4.3.3. the inclusion of contingencies by a contractor for design, construction and price escalation;
4.3.4. a change in market conditions due to the passage of time and/or the availability of labor and materials in the User's vicinity which may affect cost;
4.3.5. the selection by the supplier or suppliers selected by User for performing the remodeling project of materials and equipment which are different than the specific options requested by You due to their availability;
4.3.6. the requirement in your particular remodel for additional work of the type not included in the analysis provided by Website and/or Application, including by not limited to, unforeseen existing conditions in the kitchen, structural changes or changes to mechanical, electrical or plumbing systems to accommodate the remodeling work You requested or to correct violations of applicable building codes and regulations;
4.3.7. deviations by the particular service providers selected by You from the assumptions made in the. estimate
4.3.8. Any User of the Website and/or the Application shall also understand that the disclaimer provided under Paragraph 3 of this Agreement applies to any agreement or arrangement entered into by such User and any design professional whose contact information was provided to User through the use of the Website and/or Application, or where the User's contact information was provided to the Professional through the use of the Website and/or Application, except as expressly contradicted in the agreement between the User and such design professional. In particular, except as expressly indicated in any agreement between the User and the design professional, the user shall, to the fullest extent permitted by law, release, indemnify, defend, and hold harmless any such design professional using the Website and/or Application as part of the relationship between professional and User, including any Claim involving or arising out of any difference between the preliminary cost indications and preliminary estimated budget developed by the use of the Website and/or Application and the actual cost incurred by the User.
4.3.9. The Company does not recommend nor make any representations regarding the capabilities or competence of any design professional listed in, or contacted using, the Website and/or Application and User understands and agrees that they will undertake their own due diligence investigation of such design professional, including confirming the authority of the design professional to perform the services required in the jurisdiction in which the project is located, prior to retaining any such design profession.
In no event shall Company or its suppliers, advisers, consultants, agents and/or Content Providers (or any of their respective owners, directors, officers or employees), be liable for any damages, including, without limitation, any consequential or punitive damages, damages for increased costs, loss of data or profits or due to business interruption) arising out of or related to the use or inability to use the Website or the Application or the data and information including but not limited to cost indications and estimated budgets, even if Company or its authorized representative has notified the User, either orally or in writing, of the possibility of such damages.
6. Revisions and Errata
The materials appearing on this Website and/or the Application could include technical, typographical, or photographic errors. We do not warrant that any of the materials on this Website and/or the Application are accurate, complete, or current. We may change any material contained on this Website and/or the Application, at any time and without prior notice. We do not make any commitment to update the materials appearing on this Website and/or the Application.
We have not reviewed all of the sites linked to this web site and are not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by us of the linked web site. Use of any such linked web site is at the user's own risk.
9. Governing Law
Any claim relating to this web site shall be governed by the laws of the State of Delaware, without reference to the conflicts of laws provisions thereof. Any proceedings related to claim relating to this web site, including any suit filed against us, shall be brought in the Courts of Delaware.