SideDoor

Terms & Conditions

By using SideDoor’s website and service ("Site") you unconditionally accept these terms of use. We reserve the right, in our sole discretion, to update or revise these terms of use. Your continued use of the website/service following the posting of any changes to the terms of use constitutes acceptance of those changes.

Use of the Site: You may use the site only in accordance with and subject to these Terms of Use and the Site's Privacy Policy. Once you complete and submit your registration you have opted-in to receive email communication from us, and in order to remain a member of our site, you agree to receive email from us. You may not use the Site for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of SideDoor or others.

Membership Eligibility: You must be 18 years or older to use this site. As a member, you agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration forms. You further represent that you are an active interior designer purchasing furnishings from SideDoor for resale to clients. SIdeDoor will calculate and remit the sales tax burden for items that sell directly through your website using SIdeDoor's tool. If you are ordering for yourself or for a client that you are invoicing separately you will be responsible for charging sales tax where appropriate.

You have complete responsibility for your account and everything that happens on your account. This means you need to be careful with your personal identification number (PIN). You must not permit a non-SideDoor member to use or receive any benefit from your membership, your account or the SideDoor site. If you find out that someone is using your account without your permission, you must let us know immediately. You may not transfer your account to someone else. We are not liable for any damages or losses caused by someone using your account. However, if we (or anyone else) suffer any damage due to the unauthorized use of your account, you may be liable.

Proprietary Rights: You acknowledge and agree that the content materials and other components (including but not limited to logos, graphics, button icons and page headers) available on the Site are the property of SideDoor and are protected by copyrights, trademarks, service marks or other proprietary rights and laws. If you give feedback to us regarding the Site, for example recommendations for improvements or additional features, implementation of that feedback is owned by us and may become part of the Site without compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise.

You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit publicly display, publicly perform, publish, adapt, edit or create derivative works from content or materials on the Site, including use of your membership rights. Use of the content and materials for any purpose not expressly permitted in these Terms of Use is prohibited.

SideDoor relies upon a network of independent manufacturers and vendors who supply the goods sold on the Site and in some cases, drop ship them directly to the member. We are not liable for any infringement of copyrights, trademarks, trade dress or other proprietary or intellectual property rights arising out of content posted on or transmitted through the Site, or items advertised on the Site, by our vendors, even if appearing on the Site or in emails from us. Nothing on the Site shall be deemed to confer on any person any license or right conveyed by SideDoor or any supplier with respect to any such image, logo or name.

Purchasing: SideDoor works with outside providers for maintenance of the SideDoor website. SideDoor strives for complete accuracy in description and does not list any pricing of the products on the site, however, due to the nature of the internet and the furnishings industry, glitches or mistakes may cause inaccuracies to appear on the site. SideDoor has the right to void any purchases for an inaccurate price.

SideDoor quotes you at the Designer Net price for goods offered from the vendors represented on the site. This is based on pricing information provided by vendors and manufacturers, and we make no promises about the reliability or accuracy of any such information listed on the Site. We strive to provide the lowest possible designer net price but each vendor/brand reserves the right to price their materials however they choose. You also acknowledge and agree that in the furnishing industry orders are often delayed and you agree to hold harmless SideDoor from any claims arising from such delays, regardless of the cause.

You acknowledge that temporary interruptions in the availability of the Site may occur from time to time as normal events. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason. Under no circumstances will SideDoor or its suppliers be held liable for any damages due to such interruptions or lack of availability.

LINKS TO THIRD-PARTY WEBSITES: No Implied Endorsements: This Site contains links to other websites on the internet. You acknowledge that we have no control over such websites and that we are not responsible for the accuracy, content, legality or any other aspect of any linked website. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party. You should also read the terms and conditions and privacy policies of these other websites.

Indemnification: By using this Site, you agree to indemnify, hold harmless and defend SideDoor, its respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives and affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (1) your use or misuse of the Site; (2) your User Content; (3) your breach of the Terms of Use; or (4) your violation of any law or the rights of a third party. You agree to cooperate as fully as reasonably required in the defense of any claim. SideDoor reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Your indemnification obligation will survive the termination of these Terms of Use, your use of the site and membership in SideDoor

Disclaimer of Warranty: THE SITE, ITS CONTENT AND ALL TEXT, IMAGES, MERCHANDISE AND OTHER INFORMATION ON, ACCESSIBLE FROM OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN "AS AVAILABLE" AND "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, SideDoor DOES NOT WARRANT THAT (1)THE INFORMATION AVAILABLE ON THIS SITE IS FREE OF ERRORS; (2)THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS; (3) DEFECTS WILL BE CORRECTED OR (4) THIS SITE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability: IN NO EVENT SHALL SideDoor OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE BE LIABLE TO ANY USER OF THE SITE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR OTHERWISE, EVEN IF SideDoor HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. IN NO EVENT SHALL THE TOTAL LIABILITY OF SideDoor OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THIS SITE WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT YOU PAID TO SideDoor (MINUS SideDoor’S COST OF GOODS SOLD) IN CONNECTION WITH THE APPLICABLE PURCHASE GIVING RISE TO SUCH LIABILITY OR IF YOU HAVE PAID LESS THAN $100. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SideDoor OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF SideDoor.

You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Site. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages in such states some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.

International Use: We make no representation that information on this Site is appropriate or available for use outside the United States. Those who choose to access this Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You may not use, export or re-export any User Content or any copy or adaptation of such User Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations.

Risk of Loss: The items purchased from our Site are shipped by a third party carrier pursuant to a shipment contract. As a result, risk of loss and title for such items may pass to you upon delivery to the carrier.

Unavailability of Site; Termination; Fraud: We may alter, suspend, or discontinue this Site in whole or in part, at any time and for any reason, without notice or cost. We may in our sole discretion, terminate or suspend your use or access to all or part of the Site, or your account or membership for any reason, including without limitation, breach of these Terms of Use. If at any time, we notify you that your access to and/or use of the Site or your account is terminated, you must cease and desist from all such access and/or use immediately. If we terminate your use of the Site for any of these reasons or otherwise for cause, we will not refund any fees you may have paid for goods we have shipped. You understand that we may also continue to make your User Content available on the Site even if your use of the Site is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your account, User Content or access to the Site.

We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. In the event these Terms of Use or your membership or account are terminated, the restrictions regarding intellectual property matters, the representations and warranties, indemnities, and limitations of liabilities set forth herein (as well as any other of your obligations which by their nature should survive termination) will survive termination.

Choice of Law and Forum: Terms of Use and any dispute of any sort that might arise between you and SideDoor or its parent, subsidiaries or affiliates shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles, as it is applied to agreements entered into and performed therein, and excluding the United Nations Convention on Contracts for the Sale of Goods, as amended from time to time. Any action brought to enforce this Agreement or matters related to the Site must be brought in either the state or federal courts for Salt Lake City, UT, provided, however, that notwithstanding anything contained in these Terms of Use to the contrary, we shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in order to enforce our rights hereunder, including by reformation of contract, specific performance, injunction or similar equitable relief, in any other court chosen by SideDoor. You consent to the jurisdiction of such courts and irrevocably waive any objection including without limitation any objection to the laying of venue or based on the grounds of forum non convenience which you may now or hereafter have to the bringing of any such action or proceeding in such jurisdiction. YOU AGREE THAT IF YOU WANT TO SUE US, YOU MUST FILE YOUR LAWSUIT WITHIN ONE YEAR AFTER THE EVENT THAT GAVE RISE TO YOUR LAWSUIT. OTHERWISE, YOUR LAWSUIT IS PERMANENTLY BARRED.

Miscellaneous: Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy and your signed Independent Designer Agreement, constitute the entire agreement between you and SideDoor with respect to the Site and your legal relationship with SideDoor. Those three documents supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and SideDoor. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible the original intentions of the parties and the remaining portions shall remain in full force and effect. The failure of SideDoor to act with respect to a breach by you or others does not waive SideDoor's right to act with respect to subsequent or similar breaches. SideDoor's failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use. These Terms of Use, the Independent Designer Agreement and any rights and licenses granted under these Terms of Use, may not be transferred or assigned by you, but may be assigned by us without restriction. We will not be liable to you for any delay or failure to perform any obligation we have under these Terms of Use if the delay or failure is due to events which are beyond our reasonable control, including but not limited to any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.