1.Which Terms Apply to You.
This section describes which terms and policies apply to you based on your use of the Harmonyalley Platform.
These Terms set forth the binding legal agreement between you and Harmonyalley Inc. These Terms govern your use of www.harmonyalley.com, pro.harmonyalley.com, www.ivy.co, and all of the related websites (including Harmonyalley Pro), mobile apps, products, software, services, programs, and networks offered by Harmonyalley, including our plug-ins, embed tool, and browser extensions (collectively, the “Harmonyalley Platform”).
We refer to the e-commerce marketplace on the Harmonyalley Platform as the “Harmonyalley Shop”. If you visit or make a purchase or sale through the Harmonyalley Shop via www.harmonyalley.com or the related mobile app experience, then this Agreement is also between you and Harmonyalley Shop. Harmonyalley Inc., Harmonyalley Shop and/or Harmonyalley Shop International, are collectively referred to as “Harmonyalley,” “we,” “our” or “us” in this Agreement.
We encourage you to review these Terms carefully. By accessing or using the Harmonyalley Platform in any way, including browsing www.harmonyalley.com or related websites, you are agreeing to these Terms. Other agreements and policies listed below also apply to your use of the Harmonyalley Platform. If you do not agree to any of the agreements and policies, you cannot use the Harmonyalley Platform.
The following agreements and policies apply to all users of the Harmonyalley Platform:
Terms of Use: these Terms govern your use of any and all aspects of the Harmonyalley Platform.
Privacy Policy & Cookie Policy: Our Privacy Policy details our privacy practices. By using the Harmonyalley Platform in any way, you understand and acknowledge that the terms of the Privacy Policy apply to you, regardless of whether you have created an account on Harmonyalley. The Cookie Policy also applies to use of cookies and similar technologies.
Acceptable Use Policy: When using the Harmonyalley Platform, you agree to abide by common standards of etiquette and act in accordance with the law, as described further in our Acceptable Use Policy.
Copyright & Trademark Policy: This Policy outlines Harmonyalley’s policy for responding to and dealing with intellectual property complaints for the Harmonyalley Platform. Users who upload, submit, or provide material to or on the Harmonyalley Platform are subject to the terms of the Copyright & Trademark Policy.
The following agreements and policies also apply to you based on your specific use of the Harmonyalley Platform:
Harmonyalley Pro Terms & Conditions: If you have a professional account or use the Harmonyalley Platform as a professional or business, your professional profile and use of Harmonyalley Pro is also governed by the Harmonyalley Pro Terms & Conditions.
Harmonyalley Shop Policies: Customers, merchants, and/or other third parties that purchase or sell goods on Harmonyalley Shop are also subject to Harmonyalley’s Terms of Sale, Prohibited Products Policy, Return Policy, Seller Agreement, and/or Vendor Agreement. Professionals who use the Harmonyalley Trade Program or Business Program are also subject to the Harmonyalley Trade Program and Business Program Terms & Conditions.
Policies from Third-Party Service Providers & Partners: Harmonyalley may partner with other third party service providers (e.g., for financing options for purchases on Harmonyalley Shop) and/or integrate with products and services provided by third parties with their own agreements and policies. Harmonyalley is not a party to your agreement or terms with that third party. For example, if you access the Harmonyalley mobile application, you may also be subject to separate agreements and policies from Apple Inc. or Google Inc.
2.Using the Harmonyalley Platform.
This section covers who can use the Harmonyalley Platform (anyone over 18), how to create a Harmonyalley account, and how your account can be terminated.
Who can use the Harmonyalley Platform. Anyone over 18! Use of the Harmonyalley Platform by anyone under 18 years of age is strictly prohibited. Additional requirements for use of the Harmonyalley Pro Platform may apply as set forth in the Harmonyalley Pro Terms and Conditions.
Creating an Account. Access to certain functionalities of the Harmonyalley Platform will require you to sign up and create an account on our Platform. If you create an account, you agree to provide us with accurate information and update your information, including updating the email address associated with your account, as needed for accuracy and notification. We will treat personal information you provide as part of creating an account in accordance with our Privacy Policy. Additional account requirements, including verification of your account details, may apply depending on your use of the Harmonyalley Platform.
Termination. Termination of your account depends on your specific use of the Harmonyalley Platform and can occur in the following ways.
i. How you can terminate your account:
i-1.For non-professional accounts, you may close your account at any time through your account settings;
i-2.For Harmonyalley Pro professional accounts, please follow the process outlined in Section 5 of the Harmonyalley Pro Terms and Conditions, as specific termination processes may depend on your specific plan.
ii. How Harmonyalley can terminate your account: For all accounts, we may permanently or temporarily suspend your use of the Harmonyalley Platform at any time for any reason, without any notice or liability to you. We may terminate your account at any time for any or no reason, including if you violate any Harmonyalley policy (including the Acceptable Use Policy or Prohibited Products Policy).
i-3.What happens when you terminate your account: Upon termination of your use of the Harmonyalley Platform or termination from an individual Harmonyalley program, such as Harmonyalley Pro, certain provisions of the applicable agreements will survive termination, as detailed in Section 12 below. Further:
Your Content: On termination of your Harmonyalley account or service, or upon deletion of particular pieces of Your Content, Harmonyalley shall make reasonable efforts to make Your Content inaccessible and de-identify your associated personal information, unless permitted or required by law to keep this data in accordance with the law. However, you acknowledge and agree that: (a) Your Content that is deleted may persist in caches or backups for a reasonable period of time; and (b) copies of or references to Your Content may not be entirely removed (due to the license rights you provided to Harmonyalley and the nature of photos, as an example, being distributed on the Harmonyalley Platform).
Personal information: Additional information related to your personally identifiable information following termination can be found in Section 6 of the Privacy Policy.
3.Your Content.
This section describes the rights to your Content that you provide to Harmonyalley and our users.
Definition of Your Content. The Harmonyalley Platform enables you to post, upload, or otherwise submit materials, including without limitation photos, reviews, feedback (as explained below), profile pictures, ideabooks, messages, comments, proposals, invoices, to-do lists, notes, schedules, change orders, time and expense tracking, Room Boards and/or tear sheets. You may also post reviews of professionals, third-party service providers, third-party products, merchants, or third-party services. All materials that you post on the Harmonyalley Platform or otherwise provide to Harmonyalley will be referred to collectively as “Your Content.”
License and Permission to Use Your Content. You hereby grant to us and our affiliates, licensees and sublicensees, without compensation to you or others, a non-exclusive, perpetual, irrevocable, royalty-free, transferrable, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute Your Content, or any portion thereof, throughout the world in any format, media or distribution method (whether now known or hereafter created) for the duration of any copyright or other rights in Your Content. Such permission will be perpetual and may not be revoked for any reason, including in the event of termination of any applicable Harmonyalley program or service, to the maximum extent permitted by law. Further, to the extent permitted under applicable law, you waive, release and covenant not to assert any moral rights that you may have in Your Content. If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, to reproduce, print, publish and disseminate in any format or media (whether now known or hereafter created) your name, voice and likeness throughout the world, and such permission will be perpetual and cannot be revoked for any reason, except as required by applicable law. You further agree that we may use Your Content in any manner that we deem appropriate or necessary. You also agree to extend such license rights to Your Content to Harmonyalley Platform users solely for the purposes of using, engaging with, and operating within the Harmonyalley Platform, which also includes use of the embed tool.
Ownership. We acknowledge and agree that you, or your licensors, as applicable, retain ownership of any and all copyrights in Your Content, subject to the non-exclusive rights granted to us in the paragraph above, and that no ownership of such copyrights is transferred to us under this Agreement. Further, with respect to Your Content in the form of photos, and subject to Harmonyalley product and user experience considerations: (i) we will use commercially reasonable efforts to maintain the attribution of such photos as submitted by you, and (ii) we will not license or sublicense to third parties individual photos or collections of photos, except for Harmonyalley Business Purposes or as set forth in Section 12. “Harmonyalley Business Purposes” means any use in connection with a Harmonyalley-branded or co-branded website, application, publication or service, or any use which advertises, markets or promotes the Harmonyalley Platform, the services or the information it contains, Harmonyalley, or our affiliates. Harmonyalley Business Purpose specifically includes the use of Your Content on the Harmonyalley Platform in connection with features and functions offered by Harmonyalley to our users that enable them to view and interact with Your Content (such as Sketch, View in My Room and the embed tool).
Your Responsibilities for Your Content. By posting, uploading, or submitting Your Content on the Harmonyalley Platform, you represent and warrant to us that you have the ownership rights, or you have obtained all necessary licenses or permissions from any relevant parties, to use Your Content in this manner. This includes obtaining the right to grant us the rights to use Your Content in accordance with this Agreement. You are in the best position to judge whether Your Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with Your Content. You are responsible for ensuring that Your Content does not violate Harmonyalley’s Acceptable Use Policy, Harmonyalley Pro Terms and Conditions, Prohibited Products Policy, Copyright and Trademark Policy, or any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person, individual, or entity by reason of Your Content.
Limits and Content Moderation. We reserve the right to remove Your Content, in whole or part, for any reason (which may include a reported violation of our Acceptable Use Policy, Copyright and Trademark Policy, Harmonyalley Pro Terms and Conditions, Prohibited Products Policy, or Review Policy) without notice. This includes removing Your Content that encompasses copyright, trademark, or other intellectual property misappropriation, unlawful conduct, harassment, or other illegal content, as defined under applicable law and regulations. We do not guarantee that we will publish or remove all of Your Content. Harmonyalley deploys skilled human moderators who can make contextual decisions on issues that violate our policies. Certain content, such as reviews, videos, and discussion comments, may be flagged for human review prior to publication on the Harmonyalley Platform based on automated technology. Information about reporting and appealing violations of certain illegal content (for EU users) can be found at https://help.harmonyalley.com.
Feedback and Reviews. We welcome your feedback and suggestions about how to improve the Harmonyalley Platform. Feel free to submit feedback at https://help.harmonyalley.com. All reviews provided for products, professionals, or other third parties via the Harmonyalley Platform are also subject to Harmonyalley’s Review Policy. For the avoidance of doubt, reviews and feedback are also Your Content. By submitting feedback or reviews in this or in any other manner to us, you grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, without any restriction or compensation to you, as further described in Section 3(b), including use of your reviews and feedback for use in automated tools. Additional terms with respect to reviews for professional profiles are set forth in the Harmonyalley Pro Terms & Conditions.
Use of Automated Tools. Harmonyalley may, at our option, offer and/or implement integrations with certain automated tools to you via the Harmonyalley Platform. No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of the output from these automated tools, including the automated tools themselves, and Harmonyalley specifically disclaims all warranties with respect to such tools and output. For the purpose of this section, “automated tools” means generative artificial intelligence (“AI”) models such as, without limitation, Google’s Vertex AI models, including models provided by Harmonyalley, and any variations thereof.
4.Our Content and Materials.
This section covers Harmonyalley’s rights with respect to the Harmonyalley Platform and the license we provide to you.
Definition of Our Content and Materials. All intellectual property in or related to the Harmonyalley Platform (specifically including, but not limited to, our software, the Harmonyalley marks, the Harmonyalley logo, and Harmonyalley buttons, badges, and widgets, but excluding Your Content), is the property of Harmonyalley Inc., our subsidiaries and affiliates or our licensors (“Our Content and Materials”).
Our License to You. Subject to these Terms of Use, including the restrictions below, we grant you a limited non-exclusive license to use and access Our Content and Materials in connection with your use of the Harmonyalley Platform. Except as expressly agreed to otherwise by us (such as your eligibility for creation of a professional profile or your entering into Pro Services, seller, vendor, advertiser, trade, or other agreement with us), your use of the Harmonyalley Platform must be limited to personal non-commercial use. We may terminate this license at any time for any reason. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
Restrictions. Except as expressly provided in these Terms or agreed to by Harmonyalley, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials without our express written permission. This includes use of Our Content and Materials, and use of content posted to the Harmonyalley Platform by our users, in connection with the development of any software program, including, but not limited to, training a machine learning, AI, or other automated tools system, without our permission. Harmonyalley’s permission to you for your use of the Harmonyalley Platform expressly excludes commercial use by you of any information concerning product descriptions or professional listings for the benefit of another merchant. You are expressly prohibited from any use of data mining, robots, scraping, or similar data gathering and extraction tools in your use of the Harmonyalley Platform. You may view and print a reasonable number of copies of web pages located on the Harmonyalley Platform for your own personal use, provided that you retain all proprietary notices contained in the original materials, including attribution to Harmonyalley.
Ownership. You acknowledge and agree that the Harmonyalley Platform and Harmonyalley marks will remain the property of Harmonyalley. The content, information and services made available on the Harmonyalley Platform are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. You acknowledge that you do not acquire any ownership rights by using the Harmonyalley Platform.
5.Reporting Violations of Your Intellectual Property Rights, Harmonyalley Policies, or Applicable Laws.
This section describes our process for reporting violations of your intellectual property rights or other violations of Harmonyalley policies or applicable laws.
Reporting Violations of Your Intellectual Property Rights. For more information, including detailed information about how to submit a request for a takedown if you believe content on the Harmonyalley Platform infringes your intellectual property rights, please read our Copyright and Trademark Policy. For your convenience, we provide a Copyright or Trademark Infringement Claim Form, which you should use for fastest processing.
Reporting of Other Violations. If you believe content on the Harmonyalley Platform violates Harmonyalley’s Acceptable Use Policy, Prohibited Products Policy, or otherwise violates applicable law, you may submit the following Claim Form (for claims other than copyright or trademark).
We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies described above and applicable law. Harmonyalley may disclose communications concerning the Digital Millennium Copyright Act (DMCA notices), other complaints with third parties (such as the users who have posted the allegedly infringing material), or complaints related to the Digital Services Act.
6.Payments and Other Offerings on the Harmonyalley Platform.
This section covers the terms related to purchases of goods, payments, and other Harmonyalley offerings, such as the Harmonyalley embed tool.
Purchase of Goods through the Harmonyalley Shop. Harmonyalley Shop and third-party sellers offer home goods, furniture, and other products for sale on the Harmonyalley Platform. If you purchase products on the Harmonyalley Platform, you explicitly acknowledge that your purchase is subject to the Harmonyalley Shop Terms of Sale, Privacy Policy, and Harmonyalley’s Return Policy, which requires you to initiate any return and refund requests for Harmonyalley Shop purchases within specified time periods (e.g., 30 days of delivery for standard delivery items via FedEx UPS, USPS or within 5 days of delivery for items that ship via freight carrier). The availability of products sold by third parties on the Harmonyalley Platform does not imply our endorsement or verification of the products or their descriptions.
Invoice Payments. If you use the Harmonyalley Platform to pay an invoice for goods or services from a professional, you authorize us and our third-party payment processor to charge the method of payment associated with your account. You agree to pay the entire amount that you approve, including any taxes and fees. If such amounts are reversed and deducted from our accounts, you agree to remit the amounts to us and, if you fail to do so, you authorize us and our third-party payment processor to collect the amounts from you, using any legal manner without prejudice to any other right or remedy we may be entitled to under these Terms or by law.
Payment Method. Harmonyalley has the right to store certain information about your payment methods. You must promptly update your payment method and related information (for example, a change in your billing address or credit card expiration date) to maintain its accuracy and completeness. We may update the information and continue billing your payment method (e.g.,credit card) even after it has expired or been updated, to fulfill transactions you authorize.
Late Fees. If we are unable to collect amounts owed by you, we may limit your use of the Pro Services. You agree that we may collect those amounts owed using any legal manner without prejudice to any other right or remedy we may be entitled to under these Terms or by law. In the event that Harmonyalley brings any action or suit to collect any amounts owed, Harmonyalley will be entitled to recover our costs, including reasonable attorneys’ fees incurred in such collection. Any amounts past due will be subject to a late fee of the lesser of 1.5% per month or the maximum amount permitted by law.
Outstanding Balances. For any amounts owed to Harmonyalley by you, including payments made on the Harmonyalley Pro Platform, including for any chargebacks, refunds, return allowances, non-compliance fees (collectively, “Outstanding Balances”), Harmonyalley may (i) charge any credit card we have on file for you in the amount of any Outstanding Balances or (ii) submit an invoice to you for any Outstanding Balances.
Credit Card Disputes. If you are involved in a credit card dispute involving a payment made through or in connection with the Harmonyalley Platform, such as a chargeback, you agree to provide us and our third-party payment processor with all information relevant to the dispute.
Plant and Seed Exchange. You may be offered the ability to exchange plants or seeds with other users in the exchange forums. Seed and plant exchanges are regulated by government laws. By participating in these forums, you agree that you will familiarize yourself with and follow all applicable local and national laws in your country. Additionally, you agree to follow our policy that: i) you may not charge for seed or plant exchanges, but requiring pre-paid postage is permitted; and ii) you may not use the forum to seek exchange of plants or seeds with someone from another country. We expressly disclaim any liability with respect to plants or seeds offered through exchanges.
Embed Tool. If you are a user of the embed tool, which enables you to link to content on the Harmonyalley Platform, you understand and agree that we cannot guarantee that the content, which originates from third-parties, is non-infringing or will be free from claims about infringement. Such third-party content may be subject to takedown by us at any time, in accordance with our policies, if we receive a notice of infringement. If you use the embed tool, you agree that you are responsible for providing your end-users with legally sufficient notice that fully discloses Harmonyalley’s collection and use of data about browsing activities on your website, including for interest-based advertising and/or analytics based tracking. You also agree that you are responsible for obtaining legally sufficient consent from your end-users for such collection and use and provide legally sufficient instructions on how such end-users can opt out of such purposes as described in Harmonyalley’s Cookie Policy.
Promotional Discounts, Coupons, & Offers. From time to time, Harmonyalley may offer promotional coupons for use on Harmonyalley Shop. Promotional coupons may be valid for a limited time only and expire on the date indicated. For more information, please see Harmonyalley Coupon Codes.
Visual Tools. Harmonyalley may provide a wide variety of “Visual Tools” or software features, including AI features, that may help you graphically or digitally represent ideas, conceptual relationships, or drawings. Some of these Visual Tools include: 3D Ruler Tool, Mood Boards, Room Planner, 3D Floor Planner, dimensional information, and Room Scanning or other LiDAR technologies. Keep in mind that the Visual Tools are intended only to assist you and are not a substitute for your professional judgment, independent design, analysis, simulation, estimation, testing or other activities, including those with respect to safety and utility. Harmonyalley will not be responsible or liable in any manner whatsoever for use of the Visual Tools, including the accuracy of measurements or any personal injury or damage to property. To reduce the risk of injury, only use the tools as intended, in a safe and controlled manner. Always be aware of your surroundings before beginning use and while using the Visual Tools. Use caution to avoid injury. Serious injuries can occur from tripping or striking walls, furniture, other objects or people. Harmonyalley recommends clearing an area for safe use before using the Visual Tools. Remember that the objects you see in the virtual environment do not exist in the real world, and you should not attempt to sit or stand on them or use them for support. Take special care to ensure that you are not near other people, objects, stairs or steps, ramps, sidewalk(s), balconies, open doorways, windows, furniture, open flames (like candles or fireplaces), ceiling fans or light fixtures, televisions or monitors, or other items that you may impact or strike when using—or immediately after using—the Visual Tools. Remember that while using the Visual Tools you may be unaware that people and pets may enter your immediate area. Never use the Visual Tools in situations that require attention, such as walking, bicycling, or driving.
7.Third Party Content, Services & Providers.
This section describes services and features offered by third parties on the Harmonyalley Platform.
Third-Party Content. The Harmonyalley Platform enables access to third-party content, products, and services, such as access to services from professionals, and it offers interactions with third parties that we do not control. We assume no responsibility for, nor do we endorse or verify the content, offerings or conduct of third-parties (including but not limited to the products or services offered by third-parties or the descriptions of the products or services offered by third-parties). For example, Harmonyalley does not conduct background checks or otherwise vet the professionals listed on the Harmonyalley Platform. Participation or availability on the Harmonyalley Platform does not amount to endorsement or verification by us, and Harmonyalley does not endorse or recommend the products, services, or other offerings by any professional, merchants, or other third party featured on the Harmonyalley Platform, including leads provided through Project Match or Select Match. We make no warranties or representations with respect to the accuracy, completeness or timeliness of any content posted on the Harmonyalley Platform by anyone.
Third-Party Services. You may be provided the opportunity on the Harmonyalley Platform to purchase services that are offered by third parties (collectively “Third-Party Services”), including those offered by professionals registered with Professional Profiles on the Harmonyalley Platform. The availability of any Third-Party Services on the Harmonyalley Platform does not imply our endorsement of the Third-Party Services.
Third-Party Sites. The Harmonyalley Platform may contain links to other websites (the “Third-Party Sites”) for your convenience. We do not control the linked websites or the content provided through such Third-Party Sites. Your use of Third-Party Sites is subject to the privacy practices and terms of use established by the specific linked Third-Party Site, and we disclaim all liability for such use. The availability of such links does not indicate any approval or endorsement by us.