IdeaRoom Service Terms & Conditions

Version 2.1. Last updated June 1st, 2026 at 12:00am MDT.

Client Service Agreement ("Agreement") is between Client and IdeaRoom Inc. ("IdeaRoom") and is governed by the terms and conditions ("Terms") contained herein. By using IdeaRoom Services, the Client hereby agrees to the below Terms and enters into a valid and binding agreement with IdeaRoom. These Terms cannot be modified without IdeaRoom's written consent.

DEFINITIONS

"Authorized Users" means the employees, contractors, and agents of Client who are authorized by Client to access and use the Services on Client's behalf.

SERVICES

Client's subscribed services are outlined in the Agreement. Supported features depend on the subscribed industry and service level. Current services include access to:

• Client-branded web-based 3D designer ("Designer")

• Backend CRM & data management system ("SalesView")
  

PROJECT SCOPE & IMPLEMENTATION

Estimated implementation hours ("Project Scope") are defined in the Agreement. If implementation exceeds the scoped requirements or proves more complex than anticipated, it may be paused for re-scoping. Additional costs and scheduling changes may apply.

Client must provide all required product, pricing, and documentation before implementation can begin. Delays in submission may result in postponed implementation.

FEES & PAYMENTS

Implementation Fee: Outlined in the Agreement, invoiced in full, and due upon signature. Implementation will not begin until payment is received. Fees are non-refundable.

Subscription Fee: Begins upon signature and is invoiced per the billing schedule in the Agreement. Subscription invoices are due upon receipt.

Payment Terms: Clients must maintain at least one (1) valid payment method on file. Payments under $1,000 must be made via credit card or bank transfer; payments over $1,000 may also be paid by check.

Auto-Pay Authorization: By providing a valid payment method and subscribing to the Services, Client authorizes IdeaRoom to charge the payment method on file automatically on each applicable billing cycle for all subscription fees, implementation fees, and other amounts owed under this Agreement. IdeaRoom will provide advance notice of any material changes to recurring charge amounts. Client may update payment information at any time by contacting IdeaRoom at accounting@idearoom.com.

SERVICE TERM & SUBSCRIPTION UPDATES

The minimum service term ("Initial Term") is twelve (12) months. Services automatically renew annually unless terminated per the Termination section below.

IdeaRoom reserves the right to update Subscription Fees, Terms, or Services as needed, including adjustments based on the Client's pricing tier or usage analytics. Continued use of the service constitutes acceptance of any updates to Subscription Fees, Terms, or Services. Any changes will be communicated in writing, and a new Agreement will not be required.

SUPPORT

Clients must submit support requests via the SalesView support widget or by calling IdeaRoom Support at (208) 954-8570 ext. 2.

RECURRING IMPLEMENTATION

Changes to Client's Designer that do not require new code or assets ("Recurring Implementation") are processed based on IdeaRoom's availability. Requests that fall outside IdeaRoom's standard roadmap will be reviewed on a case-by-case basis and may be accommodated at IdeaRoom's sole discretion.

TERMINATION

Client may terminate this Agreement after the Initial Term by providing thirty (30) days' written notice through the SalesView support widget. Termination of service will take effect thirty (30) days after notice is received or at the end of the current billing period, whichever is later.

IdeaRoom reserves the right to suspend or terminate services for non-payment.

WHITE LABELING RESTRICTIONS

Client and their authorized users may not modify, rebrand, or present their use of IdeaRoom services in a way that misrepresents their relationship with their Supplier or IdeaRoom. This includes, but is not limited to, domain masking, custom branding, and altered URLs. Any attempt to obscure or misstate these affiliations may result in service termination without refund and potential legal action.

IDEAPAY PAYMENT PROCESSING DISCLAIMER

IdeaRoom provides IdeaPay as an optional payment processing service; however, IdeaRoom does not act as a financial intermediary, guarantor, or insurer of any transactions. All payment processing through IdeaPay is facilitated by Adyen, and Client is solely responsible for its use of the service, including payment processing, refunds, disputes, and compliance with all applicable laws and regulations. IdeaRoom is not liable for any losses, claims, or damages arising from use of IdeaPay, including transaction issues, payment failures, or actions of third parties. By using IdeaPay, Client agrees to indemnify and hold IdeaRoom harmless from any liability related to its payment activities.

REFUNDS & LIABILITIES

IdeaRoom's 3D Designer and SalesView are data capture and organization tools designed to facilitate the collection, display, and management of product configuration and sales information. IdeaRoom does not warrant the accuracy or completeness of any data entered or managed through the platform, and does not guarantee uninterrupted uptime or error-free operation.

• Any applicable refunds may be subject to credit card processing fee deductions.

• IdeaRoom’s liability is limited to the amount paid by Client for one (1) month preceding any claim.

• Client assumes all legal liability for the purchase, installation, operation, and maintenance of its products and services.

• The prevailing party in any dispute is entitled to recover legal costs.

• Client is responsible for calculation, reporting, and payment of any sales or use taxes that may arise from Client's use of the Services.

In no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or loss of business, even if advised of the possibility of such damages.

DATA & INTELLECTUAL PROPERTY

IdeaRoom retains ownership of all software, intellectual property, and proprietary documentation. Client may not copy, transfer, or sublicense IdeaRoom Software.

DATA SHARING WITH PARTNERS

IdeaRoom may share Client data with integration partners and third-party service providers as necessary to deliver, operate, optimize, and improve the Services. Such sharing is governed by applicable data processing agreements and IdeaRoom's privacy policies.

IdeaRoom will not sell Client's personal or business data to third parties.

IdeaRoom's collection and use of personal data is further governed by IdeaRoom's Privacy Policy, available at https://www.idearoom.com/privacy-policy, which is incorporated into this Agreement by reference.

ARTIFICIAL INTELLIGENCE

IdeaRoom may use third-party artificial intelligence providers to power certain features and/or Services of its products. By using the Services, Client acknowledges that data submitted through the platform may be processed by these providers in accordance with their respective terms and privacy policies.

IdeaRoom may also use aggregated and anonymized data derived from Client's use of the Services to develop and improve IdeaRoom's internal machine learning models. IdeaRoom does not share Client's identifiable data with general-purpose public AI training datasets or with third-party AI providers for the purpose of improving their own models.

COMMUNICATIONS & MARKETING CONSENT

By using IdeaRoom's products and services, Client acknowledges and agrees that IdeaRoom may contact Client and its authorized users using the contact information provided, including for purposes of product updates, service-related communications, and marketing. By using SalesView, Clients additionally consent to receive in-app marketing communications, including product updates and promotional offers. Client may opt out of marketing communications at any time by following the unsubscribe instructions in those communications or by contacting IdeaRoom support.

Clients who have opted in to SMS communications are subject to IdeaRoom's Messaging Consent policy, available at https://www.idearoom.com/messaging-consent, which is incorporated into this Agreement by reference.

RELATIONSHIP OF THE PARTIES

IdeaRoom operates as an independent contractor under this Agreement. Nothing herein shall be construed to create an employment relationship, partnership, joint venture, or agency between the parties. IdeaRoom retains sole discretion over the manner and means by which the Services are performed, subject to the deliverable requirements set forth herein.

NOTICES

Any legal notices required or permitted under this Agreement must be provided in writing and delivered to IdeaRoom at legal@idearoom.com. Notices are effective upon confirmed receipt. This provision applies to formal legal notices only and does not replace the support widget process for termination requests under the Termination section.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Ada County, Idaho.

ASSIGNMENT

Client may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without IdeaRoom's prior written consent. IdeaRoom may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets without Client's consent. Any purported assignment in violation of this section shall be null and void.

SEVERABILITY

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

SURVIVAL

The following provisions shall survive termination or expiration of this Agreement: Data & Intellectual Property, Data Sharing with Partners, IdeaPay Payment Processing Disclaimer, Refunds & Liabilities, and any payment obligations accrued prior to the effective date of termination.