Terms and conditions:
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1. Services; Deliverables.
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1.1 Miluhouse will use reasonable commercial efforts to perform the services set forth in the Agreement (the “Services”) and agrees to use reasonable commercial efforts to deliver the deliverables set forth in the Agreement (“Deliverables”) in material conformance with the schedule specified in the relevant Agreement .
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1.2 Miluhouse provides package service for virtual staging. Client who registered an agency account is able to share the credit to other agents within the agency. Client who registered an individual account is prohibited from sharing the photos credit with other agents.
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1.3 For package which is valid for 12 months from the date of purchase, photo credit must be redeemed within that period. No refund will be made after that period.
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1.4 The Client understands that the Deliverable(s) may be intended to operate with certain Client products/technologies (as specified in the relevant Agreement) and that Miluhouse performance is dependent in part on the Client’s actions. Accordingly, the Client will timely provide Miluhouse with the requested items and assistance and any dates or time periods relevant to Miluhouse performance will be extended appropriately and equitably to reflect any delays resulting from changes to Client products or otherwise due to the Client.
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1.5 If a Client delay or change would change the economics of Miluhouse performance or materially extends the time for performance, Miluhouse may terminate this Agreement upon 30 days written notice, unless within such notice period the parties agree on mutually acceptable changes to this Agreement or the Client pays Miluhouse in accordance with a proposal that may be provided by Miluhouse.
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1.6 When Miluhouse considers a Deliverable completed, Miluhouse will deliver it to the Client. The Miluhouse will work on an acceptance basis rather than approval basis unless mutually agreed upon by both parties. A rejection notice will be effective only if it provides a detailed description of any material failures of the Deliverable to meet the requirements therefor stated in the relevant Agreement and does so in a manner sufficient to allow Miluhouse to reproduce them. If the Client rejects the Deliverable in accordance with the foregoing reason, Miluhouse will use reasonable commercial efforts to correct the failures and provide free revisions for maximum two times. If the Client-identified failure was caused by something other than the Deliverable, the Client will pay Miluhouse for any related work to that time at the Miluhouse standard time and materials rates.
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1.7 Miluhouse shall determine the time, place, methods, details and means of performing the Services. Client agrees to furnish access to any facilities, personnel and equipment necessary to facilitate Miluhouse’s performance of the Services but, except as otherwise provided in a particular Agreement, Miluhouse shall be responsible to provide the tools, know-how and instrumentality’s used in the project.
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2. Compensation; Billing Procedures.
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2.1 Client will pay Miluhouse for the Services in accordance with the relevant Agreement. Unless otherwise specifically agreed in the Agreement or Quotation.No refund will be given if client simply change their mind. Miluhouse shall submit invoices to the Client after receiving order form, client shall pay Miluhouse the fees set forth on such invoice after receiving the invoice, no service will be delivered without payment.
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2.2 As necessary, upon submission of a report detailing Miluhouse actual out-of-pocket expenses incurred in connection with the Services, Client shall reimburse Miluhouse for travel and other incidental expenses incurred in connection with the Services within 15 days of receipt of such report.
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3. Confidential Information.
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Each party shall keep confidential and not disclose to any third party or use (except as contemplated by this agreement), any non-public information obtained from the other party that is marked confidential (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that: (i) is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto or (iii) is or has been independently developed by such party . A party may make disclosures required by law or court order provided such party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the other party to participate in the proceeding.
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4. Term/Termination.
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4.1 This Agreement shall commence on the Effective Date and continue thereafter.
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4.2 If either party materially breaches this Agreement (including failure to make any payment hereunder), the other party may terminate this Agreement by giving the breaching party thirty (30) days written notice of such breach, unless the breach is cured within the notice period.
4.3 Upon termination of this Agreement, Client agrees to pay Miluhouse all amounts due or accrued as of the date of such termination. If Miluhouse terminates this Agreement due to a default by Client, Client shall immediately return to Miluhouse, and cease all further use of, all Underlying Miluhouse Technology (defined in section 6.1 below) and Deliverables and all copies of any documents, magnetically encoded materials, any software, drawings, flow charts, structure charts, and recording media and other materials furnished to Client that Client currently holds possession and maintains control over, or used by Miluhouse in rendering the Services for which full payment has not been made, and any assignment or license granted to Client under this Agreement for the same shall be revoked. Client agrees to reassign any rights granted by Miluhouse to Client relating to the same. Upon termination of this agreement for any reason, each party shall return to the other party or destroy (and so certify to the other party) any Confidential Information obtained from the other party (subject to the exceptions set forth in the immediately preceding sentence).
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5. Ownership Rights/License.
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5.1 As between the parties, Miluhouse hereby assigns to Client all rights, title and interest, in and to the Deliverables arising from performance of this Agreement, provided, however, that such assignment does not include any Underlying Miluhouse Technology (as that term is defined below). “Underlying Miluhouse Technology” shall mean (a) Miluhouse technology, methodologies and intellectual property anywhere in the world (including, without limitation, product(s), software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic)) existing at the Effective Date or otherwise arising outside of work under this Agreement; (b) any derivatives, improvements, enhancements or extensions of the foregoing conceived, reduced to practice, or developed during the term or in performance of this Agreement that are not uniquely applicable to the Client or that have general applicability in the art and (c) any intellectual property anywhere in the world relating to any of the foregoing. Subject to the terms and conditions of this Agreement, to the extent (if at all) any Underlying Miluhouse Technology is incorporated into the Deliverables, Miluhouse grants to Client a non-exclusive, non-transferable (except as provided in Section 7), royalty-free, perpetual, irrevocable, non-sublicensable, worldwide license to use the Underlying Miluhouse Technology solely in order to use the Deliverables as contemplated in this Agreement and only in connection with the Deliverables.
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5.2 Client shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of any Deliverable (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on any Deliverable; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to any Deliverable; (iv) remove or otherwise alter any proprietary notices or labels from any Deliverable, Third Party Materials or any portion thereof; (vi) use any Deliverable to build an application or product that is competitive with any Miluhouse product or service; or (viii) bypass any measures Miluhouse may use to prevent or restrict access to any Deliverable (or other accounts, computer systems or networks connected to the Underlying Miluhouse Technology).
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6. General.
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6.1 General Skills & Knowledge. Notwithstanding anything to the contrary in this Agreement Miluhouses hall not be prohibited or enjoined at any time by Client from utilizing any “skills or knowledge of a general nature” acquired during the course of performing the Services specified under this Agreement. For purposes of this Agreement, “skills or knowledge of a general nature” shall include, without limitation, information publicly known or that could reasonably have been acquired in similar work performed for another Client.
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6.2 Excusable Delay. Neither party shall be liable to the other for any delay or failure to perform, which is due to causes beyond the reasonable control of said party, including, but not limited to, acts of God, acts of the public enemy, acts of any governmental authority in its sovereign capacity, fires, floods, power outages, hurricanes, earthquakes, epidemics, quarantine restrictions, strikes or other labor disputes and freight embargoes; provided, however, that failure to make any payments provided for herein shall not be excused for any of the foregoing reasons.
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6.3 Relationship of Parties. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract.
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6.4 Assignment. Neither party shall have the right to assign this Agreement to another party, except that either party may assign its rights and obligations to a successor to substantially all its relevant assets or business.
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6.5 Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES , OR (B) FOR ANY AMOUNT GREATER THAT THE AMOUNT ACTUALLY PAID (PLUS, IN THE CASE OF CLIENT, OWED) TO ROOOMY UNDER THIS AGREEMENT.
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6.6 Export Control.
Client agrees that it will comply with all applicable export control regulations with respect to the Deliverables.