Terms and Conditions

Welcome to Ashlarsales, the premier B2B platform for construction industry professionals seeking to streamline building materials procurement and sales. These Terms and Conditions (“Terms”) govern your use of our Services, which encompass our Customer Relationship Management (CRM) offering and our Business-to-Business (B2B) eCommerce solutions, divided into the Market and the Sales sub-modules (collectively, the “Services”). By accessing or using our Services, you agree to these Terms. If you do not agree, please refrain from using our platform.

1. Acceptance of Terms

By creating an account, exploring our platform, or engaging in transactions, you acknowledge that you have read, understood, and agree to these Terms and our Privacy Policy. These Terms form a binding agreement between you (“User,” “You,” or “Your”), representing a business entity, and Vogueboard Inc. (“We,” “Us,” or “Our”), a Delaware corporation established in the United States of America and commercializing Ashlarsales.

2. Our Services

Ashlarsales empowers industry professionals with tools to optimize their building materials sales or procurements:

  • CRM: Manage client relationships, track project details, and gain insights to drive your business forward. The CRM module includes tools for managing opportunities, customer data, communications history, project registration, and submittals.
  • B2B eCommerce:
    • Market: A dynamic marketplace where industry professionals can buy and sell commercial grade building materials efficiently, connecting buyers and suppliers seamlessly. The Market module is structured according to the Construction Specifications Institute (CSI) MasterFormat to accommodate all building product categories.
    • Sales: An automated solution for managing transactions between businesses, simplifying procurement and order fulfillment. This includes electronic purchase orders, order confirmations, quotations, and other sales documentation.
  • We may enhance, modify, or discontinue any Service or feature at our discretion, with or without prior notice. Such changes may include updates to interface design, modification of available features, or alterations to access requirements or specifications.

3. Eligibility

To use our Services, you must:

  • Be a business or a member of an organization operating in the design and construction industry or an authorized representative with the power to bind your organization to these Terms.
  • Be at least 18 years old or the legal age of majority in your jurisdiction.
  • Use the Services solely for lawful purposes within the construction industry.
  • Have the legal capacity and authority to enter into binding agreements.
  • Not be prohibited from using the Services under applicable laws or regulations.
  • Not be a competitor of Ashlarsales or using our Services for purposes of monitoring availability, performance, functionality, or for other benchmarking or competitive purposes.

4. Account Registration and Security

When you create an account with us, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

  • Account Types: Ashlarsales offers different account types for various industry participants including Manufacturers, Distributors, Retailers, Contractors, Property Managers, Designers, and Sales Representatives. Each account type has specific capabilities and designated user roles.
  • Account Setup: Full access requires an account with accurate, current information about your company. You are responsible for protecting your account credentials and all activities linked to your account, whether your password is with our Service or a third-party service.
  • Multi-User Accounts: You may create multiple user profiles within your company account, each with designated permissions and access levels. The primary account holder is responsible for all user activities under the company account.
  • Security Responsibility: You must notify us immediately of any unauthorized access or any suspicion that your account credentials have been compromised. Ashlarsales is not liable for losses stemming from unsecured account credentials or unauthorized access that is not promptly reported.
  • Account Verification: We reserve the right to verify your business information through third-party services before activating full platform access. For certain account types, we may require additional verification documents.

5. Using the Platform

5.1 Permitted Use

We grant you a limited, non-exclusive, non-transferable license to use the Services for business-related building materials procurement and sales, in line with these Terms. Specific permitted uses include:

  • Managing business relationships with suppliers, clients, and prospects
  • Uploading, sharing, and managing product information
  • Processing transactions between businesses
  • Generating and managing sales documentation
  • Utilizing the CRM tools for customer management
  • Networking with other industry professionals

5.2 Prohibited Actions

You agree not to:

  • Use the Services for purposes unrelated to construction without our consent.
  • Upload or transmit malicious code, spam, or unlawful content.
  • Disrupt, hack, or attempt unauthorized access to our platform.
  • Misrepresent products, pricing, or company information in the Market or Sales modules.
  • Attempt to access, search, or create accounts for the Services by any means other than our publicly supported interfaces.
  • Engage in any activity that interferes with or disrupts the Services or the servers and networks connected to the Services.
  • Reproduce, duplicate, copy, sell, trade, or resell any portion of the Services without explicit permission from Vogueboard Inc.
  • Use the Services for consumer sales (B2C) or for personal, non-business purposes.
  • Harvest or collect user information, including email addresses, for purposes of sending unsolicited communications.
  • Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

5.3 Content Standards

Any content you upload to the platform, including product descriptions, images, specifications, and other materials must:

  • Be accurate, complete, and not misleading
  • Not infringe on any third-party intellectual property rights
  • Not contain malware, viruses, or other harmful code
  • Not violate any applicable laws, regulations, or industry standards
  • Be relevant to building materials and the construction industry
  • Not contain offensive, inappropriate, or defamatory material

5.4 Service Availability

While we strive to maintain high availability of our Services, we do not guarantee uninterrupted access. The platform may be unavailable during scheduled maintenance windows or due to technical issues. We will make reasonable efforts to notify users of planned maintenance.

6. B2B eCommerce Terms

6.1 Market: Marketplace

  • Purpose: The Market connects building materials professionals to buy and sell products. You are responsible for ensuring listings are accurate and compliant with applicable laws.
  • Listing Standards: All product listings must include accurate descriptions, relevant specifications, pricing (when applicable), and available inventory status. Misleading information, such as inaccurate specifications or product images that do not represent the actual product, is prohibited.
  • CSI MasterFormat Classification: All products listed in the Market must be properly categorized according to the Construction Specifications Institute (CSI) MasterFormat classification system to ensure proper searchability and organization.
  • Territory Restrictions: Sellers may establish distribution territories for their products. Products will only be displayed to potential buyers within authorized territories as defined by the seller.
  • Orders: Orders are subject to seller approval. We may cancel or reject orders due to errors, fraud, or policy breaches. Sellers must respond to orders within their stated response timeframe.
  • Fees: Any applicable transaction fees will be clearly disclosed during listing or purchase. You agree to pay these fees as specified. Fee structures may vary based on account type, transaction volume, and product categories.
  • Samples: Manufacturers and distributors may offer product samples through the platform. All sample requests are subject to the provider’s approval and sample policies.

6.2 Sales: Automated Transactions

  • Purpose: The Sales module automates transactions between a buyer and a seller, streamlining procurement. You must provide precise transaction details (e.g., pricing, quantities, delivery schedules).
  • Transaction Documentation: The Sales module generates electronic records of all transaction documents, including but not limited to: price quotes, purchase orders, order confirmations, packing slips, and invoices. These electronic records are legally binding.
  • Credit Applications: The platform facilitates digital credit applications and approvals. Sellers are responsible for establishing their credit criteria and approval processes.
  • Binding Nature: Confirmed transactions in Sales are legally binding between the parties, based on terms set within the platform. Both buyers and sellers must honor the terms of confirmed transactions.
  • Payments: Payment terms are as agreed between companies, facilitated by our platform. Vogueboard Inc. is not responsible for resolving payment disputes between buyers and sellers.
  • EDI Integration: The platform supports Electronic Data Interchange (EDI) for integration with back-office systems. Users are responsible for ensuring the accuracy of data synchronization between systems.

6.3 General eCommerce Rules

  • Pricing: Prices are as shown at the time of order or transaction and may change without notice. Special pricing arrangements such as project pricing, volume discounts, or preferred customer pricing must be properly configured in the system to apply automatically.
  • Delivery: We provide estimated delivery timelines but are not liable for delays due to external factors (e.g., construction site logistics). Sellers are responsible for accurately representing shipping timeframes and promptly communicating any delays.
  • Cancellations and Modifications: Orders may be cancelled or modified only in accordance with the seller’s stated policies and timeframes. Once an order has been processed or shipped, cancellation options may be limited.
  • Returns and Exchanges: Return and exchange policies are determined by individual sellers and must be clearly stated in their profile or product listings. Ashlarsales is not responsible for facilitating returns or exchanges.
  • Resolution: Disputes between buyers and sellers must be resolved directly; Ashlarsales serves only as a platform provider and does not mediate transaction disputes unless they involve platform functionality issues.

6.4 Reviews and Ratings

  • Users may have the ability to rate and review products and sellers. All reviews must be factual, related to actual transactions, and comply with our content standards.
  • We reserve the right to remove reviews that violate our policies or appear fraudulent.
  • Sellers may respond to reviews but may not offer incentives for positive reviews or penalize users for negative reviews.

7. Intellectual Property

  • Our Rights: All content, software, and trademarks on the platform are owned by or licensed to Vogueboard Inc., protected by U.S. and international law. This includes but is not limited to the Ashlarsales name and logo, platform design, interface, code, databases, and functionality. Unauthorized use is prohibited.
  • Your Contributions: By adding data (e.g., CRM records, Market listings, Sales agreements, product information), you grant us a worldwide, non-exclusive, royalty-free license to use and process it to deliver the Services. This includes the right to display your company logo, product images, and other materials for platform marketing purposes.
  • Third-Party Content: If you upload content owned by third parties, you warrant that you have the necessary rights or permissions to use and share such content on the platform.
  • Intellectual Property Complaints: If you believe your intellectual property rights have been violated on the platform, please contact us with information supporting your claim. We will respond in accordance with applicable intellectual property laws.

8. Third-Party Connections

Our Services may integrate with or link to third-party tools (e.g., payment systems, backoffice systems, ERP solutions, inventory management systems).

  • Integration Partners: Our platform may offer integration capabilities with third-party systems through APIs or other connection methods. These integrations are provided “as is” and may be subject to additional terms imposed by the third-party providers.
  • Data Exchange: When you connect third-party services, data may be exchanged between systems. You are responsible for ensuring you have the rights to share this data and for configuring data sharing settings appropriately.

Vogueboard Inc. has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Vogueboard Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with, use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit or integrate with your Ashlarsales account.

9. Disclaimers

  • As-Is Basis: The Services are provided “as is” and “as available” with no warranties, express or implied, regarding uptime, accuracy, or fit for your specific construction needs. We make no guarantees about the reliability, timeliness, or accuracy of the Services.
  • Transaction Risks: We do not guarantee the quality, availability, or performance of the products in the Market or Sales modules. All transactions are conducted at your own risk.
  • User Content: We do not control and are not responsible for content provided by users, including product descriptions, specifications, and pricing. We do not endorse any user content or make representations about its accuracy or reliability.
  • Technical Compatibility: We do not warrant that the Services will be compatible with all hardware and software systems. Users are responsible for ensuring their systems meet the technical requirements for using the platform.
  • Industry Knowledge: We do not provide professional advice regarding construction, design, or building materials. Users should consult qualified professionals for specific industry guidance.

10. Limitation of Liability

Under U.S. law, Vogueboard Inc. is not liable for indirect, incidental, or consequential damages (e.g., lost profits, project delays, business interruption, loss of data) arising from your use of the Services, even if we have been advised of the possibility of such damages.

  • Maximum Liability: Our maximum liability is capped at the fees you paid us in the prior 12 months.
  • Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.
  • Essential Purpose: The limitations of liability in these Terms will apply even if any limited remedy fails of its essential purpose.
  • Force Majeure: We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, civil unrest, government action, labor disputes, or internet service provider failures.

11. Indemnification

You agree to indemnify, defend, and hold harmless Vogueboard Inc. and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that arise from or relate to:

  • Your use or misuse of the Services
  • Your violation of these Terms
  • Your violation of any rights of another person or entity
  • Your breach of any representations or warranties made by you
  • Content you submit, post, or transmit through the Services
  • Any products or services you sell or distribute through the Services

12. Termination

  • Your Choice: You may stop using the Services at any time. You may also cancel your account by following the instructions on the platform or by contacting our support team.
  • Our Rights: We may suspend or terminate your access for breaches of these Terms, non-payment, or at our discretion, with or without notice. Grounds for termination may include but are not limited to:
    • Violation of these Terms
    • Providing false or misleading information
    • Engaging in fraudulent or illegal activities
    • Non-payment of fees
    • Extended periods of account inactivity
    • Using the Services in a manner that creates risk or potential legal exposure for us
  • After Termination: Upon termination of your account:
    • Your access to the Services will immediately cease
    • We may delete or archive your data according to our data retention policies
    • You remain liable for all outstanding fees and obligations incurred before termination
    • Sections of these Terms that by their nature should survive termination will remain in effect, including Intellectual Property, Limitation of Liability, Indemnification, and Governing Law provisions
  • Data Retention and Backup: You are solely responsible for backing up your data before account termination. We may retain certain data as required by law or for legitimate business purposes.

13. Privacy

Our Privacy Policy (available at https://ashlarsales.com/privacy-policy/) details how we collect, use, and protect your data. Using the Services signifies your consent to these practices.

  • Data Processing: We process your personal and business data as necessary to provide the Services, including sharing relevant data with other platform users as required for transactions and networking.
  • Communications: By using our Services, you consent to receive communications from us, including system announcements, administrative messages, and marketing communications. You can opt out of marketing communications through your account settings or by following the unsubscribe instructions in the communications.

14. Updates to Terms

We may revise these Terms, posting updates here with a new “Last Updated” date.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

Continued use after changes indicates your acceptance of the revised Terms. If you do not agree to the amended Terms, you must stop using the Services.

15. Governing Law and Dispute Resolution

These Terms shall be governed and construed in accordance with the laws of Maryland, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

  • Arbitration Agreement: Any dispute arising from or relating to these Terms or the Services will be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
  • Arbitration Rules: The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.
  • Location: The arbitration will be conducted in Montgomery County, Maryland, but parties may choose to conduct it by telephone or based solely on written submissions.
  • Class Action Waiver: All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
  • Injunctive Relief: Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court to maintain the status quo pending arbitration.
  • Time Limitation: Any claim arising out of or related to these Terms or the Services must be filed within three years after such claim arose in accordance with Maryland’s statute of limitations for written contracts; otherwise, the claim is permanently barred.

16. Export Compliance

The Services may be subject to U.S. export control laws. You agree not to export, re-export, or transfer the Services or any portion thereof to countries or persons prohibited under U.S. export control laws.

17. Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice or consent.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

19. Entire Agreement

These Terms and our Privacy Policy constitute the entire agreement between you and Vogueboard Inc. regarding the Services and supersede all prior agreements and understandings, whether written or oral.

20. Contact Us

Questions about these Terms or our Services? Reach out to:

Ashlarsales

1110 Bonifant Street

Suite 450

Silver Spring, MD, 20910, United States

Email: terms@ashlarsales.com

Phone: (202) 839-3353