User Agreement
User Agreement
sohotreasures.com and its related
sites, products, services, mobile applications, and tools (individually and
collectively, the “Site”) are owned and operated by Timeless Design Selections,
LLC., a New Jersey (USA) corporation (“Sohotreasures” or “Seller”, “Us” or
“We”). These terms and conditions (“Terms”) govern your (“User” or “You”) use
of and conduct on the Site. Should you purchase any item(s) on the Site, the
conditions of sale beginning, principally, at Clause 6 (referred to as the
“Conditions of Sale”) shall govern your transaction as prospective purchaser
and buyer (collectively, “Buyer”).
1. The Site.
The Site provides an online
marketplace for appropriately qualified sellers (“Seller”) to offer to sell
goods (“Items”) to prospective purchasers. In the event of a sale of any Item,
the sale is made directly between the Buyer and the Seller, and is
governed by this User Agreement and the Conditions of Sale.
2. Terms of Use.
Sohotreasures provides Users with access to and use of the
Site subject to your compliance with these Terms and the Sohotreasures’
privacy policy, available at: https://www.sohotreasures.com/privacy-policy/. Your use
of the Site constitutes your express agreement to these Terms and our privacy
policy. If you do not agree to these Terms or our privacy policy, you may not
access or use the Site.
3. The Role
of Sohotreasures.
(a) The role
of Sohotreasures is expressly limited to making the Site available
and maintaining the Site for Buyers, and Users. Sohotreasures is an
intermediary and not an agent or fiduciary for any Buyer or User for any
purpose. Sohotreasures does not control the information provided by
Buyers, or Users, nor their acts or omissions. Sohotreasures is
independent from Buyer and User, and no partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created
by the operation of this Site by Sohotreasures.
(b) In the
event Sohotreasures elects in its sole discretion to provide
intermediary services, then the decision of Sohotreasures is final
and binding on all parties and cannot be appealed, challenged or
reversed.
4. Registration and Account Access.
(a) Registration may be required in
order to use the Site. Registrants are required to provide certain information
such as a valid email address, and to select a password to be used to create
and access their accounts. This password and other registration details should
be kept safe and not shared with anyone. Registrants may voluntarily provide
additional information in the registration process to personalize their
accounts. Registrants may access their accounts to view their profile
information as well as transaction information by clicking the icon on the home
page of the Site after logging in.
(b) Users may cancel their registration and account at any time.
For your security, requests to terminate accounts must originate from the
registered email account with Sohotreasures addressed to support@sohotreasures.com. Under no circumstances will
a cancellation request received via the phone or otherwise be accepted.
5. Eligibility to Use the Site.
Minors are not permitted to use the
Site. Users must be 18 years of age or older to use this Site. This Site is not
directed at children under the age of 13 and does not knowingly collect
information from such minor children.
6. Items Available on the Site.
(a) All Items displayed on the Site
are offered for sale subject to availability. Some Items displayed on the Site
are unique and are offered by Sellers that usually have retail opportunities
for the sale of the Item independent from Sohotreasures, and therefore
some Items may no longer be available.
(b) The Site is designed to provide
the Buyer access to Items as the Sellers present them. The Buyer is aware that
unless stated otherwise, Items are neither new nor in ‘perfect’ condition. An
Item may require touch-up or repairs prior to use and that the available
information about these Items may be limited.
Accordingly, Sohotreasures does not verify any information provided
by the Seller (or its representative selling an Item)
and Sohotreasures makes no representations or warranties with respect
to the Seller, the Item or the information related to the Item.
8. The Sale Process.
(a) When a Buyer identifies an Item
for purchase, the Buyer may make an offer to purchase the Item (“Offer”)
directly through the Site’s checkout page, or by
contacting Sohotreasures through any method listed on the Site
(including by telephone). When making an Offer, the Buyer shall submit valid
payment information to Sohotreasures for payment of the Total
Purchase Price. The “Total Purchase Price” is defined as the price agreed to on
the Site between Buyer and Seller and includes: (i) the final, agreed upon
price of the Item (the “Purchase Price”); (ii) any applicable shipping fees;
and (iii) any sales tax, use tax, VAT, Internet sales tax and/or any other
taxes or levies that the Seller is required to collect from the Buyer under
applicable law at the time of sale. By making an Offer, the Buyer irrevocably
agrees to pay the Total Purchase Price and, unless a counter-offer is
made, the Seller agrees to sell the Item for the Total Purchase Price to the
Buyer.
(b) If a Seller has indicated that
the price of an Item is negotiable, then the Buyer may make an Offer through
the Site to the Seller to purchase the Item at an alternative price selected by
the Buyer or may inquire by using the telephone number displayed on the Site.
Such calls will be operated and recorded by Sohotreasures to log
transactions, and for training and quality assurance purposes.
(c) An Offer may not be canceled or
revoked by a Buyer unless the Offer was made prior to the Total Purchase Price
being fully confirmed by the Buyer and Seller e.g. because the shipping fees
were not fully known at the time of placing the Offer (subject to any statutory
rights that a Buyer may have). The Seller, at its sole discretion, may: (i)
accept the Offer; (ii) decline the Offer; or (iii) make
a counter-offer to the Buyer (“Counter-Offer”). By making a
Counter-Offer, the Seller agrees to sell the Item to the Buyer at the Counter-Offer
price and represents that the Item is available for immediate sale as long as
the Buyer agrees to the Counter-Offer, and subject to any additional conditions
contained in the Counter-Offer. Either the Buyer, the Seller,
or Sohotreasures may place a time limit on the effectiveness of the
Offer and each party acknowledges that the Offer will lapse at the end of the
offer period. If the Buyer agrees to pay the Counter-Offer price, then the
Buyer shall acknowledge that acceptance by either confirming the purchase on
the “offer status section” page of the Buyer’s Sohotreasures account,
or by confirming acceptance over the telephone.
(d) The sale takes place between the
Buyer and the Seller, and a confirmation of sale (“Order Confirmation”) is
posted to the “offer status section” page of the
Buyer’s Sohotreasures account, once: (i) the Seller has accepted and
confirmed the Buyer’s Offer; or (ii) the Buyer has acknowledged, accepted and
confirmed the Seller’s Counter-Offer. At this point, a binding contract between
the Seller and the Buyer with respect to the sale and purchase of the Item is
created and enforceable.
(e) In certain circumstances, a Buyer
will be required to post a “reserve” amount to support an Offer (“Reserve
Amount”). This Reserve Amount shall be authorized to Sohotreasures by
credit card at the time the Offer is made, and shall be credited
against the Total Purchase Price due. In the event the Buyer and Seller are
unable to agree upon the Total Purchase Price, or other material terms of the
transaction, then Sohotreasures will credit the Reserve Amount back
to Buyer’s credit card account.
(f) For custom made orders, a Buyer
will be required to post a non-refundable “deposit” amount (“Deposit”). The
Deposit shall be paid by credit card or other acceptable payment method upon
confirmation of sale. The Deposit will be held by the Seller and shall be
credited against the Total Purchase Price.
(g) Notwithstanding anything to the
contrary contained herein, in the event of an error by Seller as to
availability of the Item, or an error by the Seller
or Sohotreasures as to acceptance of an Offer or Counter-Offer as the
case may be, or any other error on Seller’s or Sohotreasures’ part with
respect to a Order Confirmation or the operation of the Site, the
Seller and/or Sohotreasures reserve the right in their sole and
absolute discretion to rescind that Order Confirmation and purchase of the Item
without penalty to any party.
(h) Due to the nature of the
internet, occasional glitches, service interruptions or mistakes may cause
unintended inaccuracies to appear on the Site. Sohotreasures has the
right to correct any inaccuracies or mistakes, and to void any purchase of an
Item that displays an inaccurate price or description once brought to our
attention.
9. Offers to Purchase Outside of the
Site.
(a) Sellers and Buyers are prohibited
from using Sohotreasures or the Site to contact each other to make
offers to buy or sell and Item outside of the methods provided for by the Site.
Sellers and Buyers are also prohibited from using information obtained from the
Site to contact each other about buying or selling any Item available for sale
on the Site outside of the methods provided for by the Site.
(b) If a Buyer attempts to breach
these guidelines, Sohotreasures may limit, restrict, or suspend the
Buyer from using any feature of Site. The Buyer may also forfeit any special
account status and/or discount rate. The Buyer may also be subject to the
application of fees and recovery of Sohotreasures expenses in policy
monitoring and enforcement.
10. Payment for Purchased
Items.
(a) Immediately upon receipt of the
Order Confirmation, the Buyer shall remit an amount equal to the full amount
(100%) of the Total Purchase Price. In the event Buyer has previously posted a
Reserve Amount with Sohotreasures for the Item, then the Reserve
Amount shall be credited against the Total Purchase Price and Buyer shall remit
the remaining balance of the Total Purchase Price.
(b) The Buyer hereby irrevocably
authorizes Sohotreasures upon Order Confirmation to charge the
Buyer’s credit card or other payment methods for an amount equal to the Total
Purchase Price.
11. Taxes and Duties.
The Buyer is entirely responsible for
paying all applicable sales and use taxes, VAT, export and/or import taxes and
duties and all transactional taxes or levies related to each Item purchased (collectively,
“Taxes”). The Buyer shall pay the Seller such Taxes as the Seller is required
to collect, but failure of the Seller to collect the Taxes will not relieve the
Buyer’s obligation. The Buyer must determine, pay, collect, remit and report to
the appropriate taxing authority the correct amount of all export and/or import
taxes or duties payable upon export of the Item from its country of origin and
import into the United States or any other country. In the event
that an exemption applies, it is the Buyer’s sole responsibility to
establish and/or document any applicable exemption from Taxes.
12. Shipping.
(a) Buyer-arranged shipping. The
Buyer is in every instance free to arrange the Buyer’s own shipping and may
elect to use any shipping company of its choice. The crating/shipping/insurance
companies designated by the Buyer are the Buyer’s agents and the Buyer will
bear all applicable costs and pay such costs directly to the agents. The Buyer
may also ask Sohotreasures to arrange for shipping of any Item on the
Buyer’s behalf which may be subject to pre-advertised shipping prices.
(b) Seller-arranged shipping. The
Buyer may elect to have the Seller arrange for crating, packaging, shipping and
freight insurance. Following the Buyer’s request, the Seller shall provide
shipping information including the name of the freight carrier, the complete
cost of shipment from the Seller to the Buyer’s designated receiving address,
the cost of any duty or other charges to be paid by the Buyer, the cost of
freight insurance and the name of such insurance provider, as well as any costs
or fees to be charged by the for crating or packaging the Items for shipment.
The Buyer and the Seller shall mutually agree on shipment terms and the Buyer
shall prepay all shipment costs.
(c) On occasion, certain Items may be
eligible for free shipping as indicated in the Item description. Any offer of
free shipping may be limited, and subject to certain exceptions as will be
noted at the time of such free shipping offer. In cases where free shipping is
available, the remaining terms of this User Agreement and Conditions of Sale
remain applicable. Sohotreasures reserves the right to cancel or
modify any offer for free shipping at any time without notice.
(d) Sohotreasures reserves
the right to correct or cancel any transaction if an error is made in
calculating shipping.
13. Import/Export Restrictions.
(a) Some Items offered for sale on
the Site may require cultural, customs and regulated species permits for export
from the country where they are located and/or import into the Buyer’s country.
Items may also be subject to a right of the country from which they are
exported to purchase the Items from the Buyer. Neither the Seller
nor Sohotreasures makes any representation, gives any warranty or
shall have any liability to the Buyer in respect of the requirement for, or the
availability, or issuance of valid export or import permits or the existence or
exercise of preemption rights to purchase by governmental or regulatory
authorities anywhere.
(b) If the listing of any Item on the
Site states that the Item requires a special permit, or if such requirement is
disclosed after the Order Confirmation but before the shipper picks up the
Item, or if the Buyer first learns that an export permit is required after the
Item has been picked up by the shipper, and the Seller is unable to obtain the
export permit within thirty (30) days after the later of confirmation of the
sale or disclosure of the requirement for the export permit, then the Buyer may
rescind the sale of such Item by giving written notice
to Sohotreasures and the Seller within seven (7) business days after
expiration of the applicable thirty (30) day period. In no event shall the
Buyer be entitled to rescind a sale more than ninety (90) days after the date
of the sale.
(c) If the sale is rescinded, the
Buyer shall return the Item to the Seller at the Buyer’s cost unless otherwise
agreed. Upon such return, Sohotreasures and/or the Seller shall
return to the Buyer the Total Purchase Price. This limited right of rescission
is not assignable and belongs solely to the Buyer of record.
14. Transfer of Title/Risk of
Loss.
(a) The Seller of each Item offered
for sale on the Site represents and warrants that the Seller: (i) is the sole
owner of such Item, or is duly authorized by the owner to sell the Item; and
(ii) will convey good and marketable title of such Item to the Buyer following
payment of the Total Purchase Price for the Item free and clear of any
ownership claims by third parties.
(b) In the event the Seller has
requested that Sohotreasures collect and remit payment of the Total
Purchase Price, then the Seller will convey good and marketable title to the
Item upon receipt of the Order Confirmation by the Buyer and receipt
by Sohotreasures of the Total Purchase Price.
(c) In the case of Buyer-arranged
shipping, risk of loss and title for such Item passes to the Buyer upon the
Seller’s delivery of the Item to the carrier selected by the Buyer for shipment
or when the Buyer picks up the Item from the Seller.
(d) In the case of Seller-arranged
shipping, risk of loss and title for such Item passes to the Buyer upon the
Buyer’s receipt of the Item.
15. Sales are “As-Is”.
(a) All Items displayed on the Site
are sold “As-Is”, “With All Faults”. Neither the Seller
nor Sohotreasures makes any guarantee, warranty or representation,
expressed or implied, to any Buyer with respect to any Item, including without
limitation, its condition, merchantability, fitness for a particular purpose,
quality, rarity, importance, provenance, designer or creator, exhibitions,
literature, historical relevance, or as to whether the Buyer acquires any
reproduction right or other intellectual property right in any Item. No
statement anywhere, whether oral or written, shall be deemed any such
guarantee, warranty or representation.
(b) Any agreement between the Buyer
and the Seller shall not be governed by the U.N. Convention on Contracts for
the International Sale of Goods, the application of which is expressly excluded.
(c) The provisions of the Commercial
Agents Directive (86/653/EC) as implemented in any European jurisdiction (for
example, in the UK via the Commercial Agents Regulations 1993) are expressly
excluded from these Terms and our agreement. By using the Site, Buyers and
Users select and purchase goods marketed by Sellers, solely of their own
initiative, placing orders via the Site. You acknowledge that sohotreasures.com has
no control over the ultimate price Items are sold at or any sales terms
ultimately entered into between a Buyer and a Seller.
16. Expert Review.
If the Buyer is purchasing an Item
based in whole or in part on its stated provenance, designer or creator, the
Buyer may at its option and at its own cost arrange with the Seller to have
Buyer’s selected expert review the Item prior to purchase. Selection of the
expert is the sole responsibility of the Buyer. Any arrangements for inspection
shall be made between the Buyer and Seller. Buyer expressly acknowledges that
the Buyer’s use and/or reliance on any expert is at the Buyer’s own risk and
cost.
17. Sohotreasures Trade
Rewards Program.
(a) As of January 1, 2020, select trade purchasers may be
eligible to participate in the Sohotreasures Trade Rewards Program
(“Trade Rewards Program”). The Trade Rewards Program is only intended for and
available to professional interior designers and architects who have been
accepted into the Sohotreasures Trade Rewards Program
by Sohotreasures in its sole discretion (“Verified Designers”). The
Trade Rewards Program includes a suite of benefits only available to Verified
Designers as set forth in the terms and conditions of the Sohotreasures Trade Rewards Program, which is
hereby incorporated by this reference (the “Trade Program Terms”). By
participating in the Trade Rewards Program, you hereby agree to the Trade
Program Terms.
(b) By accepting any benefits of
and/or any other participation you make in the Trade Rewards Program, you represent
and warrant to us that you are a professional interior designer or architect.
We reserve the right to seek additional information to verify your
qualification for the Trade Rewards Program, and we may in our sole discretion
reject any person/entity which fails to meet the qualifications we impose for
such Trade Rewards Program (even if they are a professional designer or
architect). When you are granted a Sohotreasures Trade account, you
are automatically part of the Trade Rewards Program and are eligible for such
benefits available under the Trade Rewards Program.
(c) Sohotreasures reserves
the right to update, modify, suspend, or terminate the Trade Rewards Program or
Trade Program Terms at any time in its sole discretion and without further
notice. You automatically agree to any updates to the Trade Program Terms by
continuing to participate in the Trade Rewards Program.
(d) The Trade Rewards Program and the
Trade Program Terms do not apply to Sellers, Users, or Buyers who are not
Verified Designers.
18. Remedies for Non-payment.
(a) If for any reason the Buyer
cancels payment made by credit card or any other means following receipt of the
Order Confirmation, or the Buyer otherwise fails to make any payment with
respect to the Total Purchase Price (“Default”), then the Buyer shall remain
liable to the Seller for the Total Purchase Price in full, as well as any
additional costs related to the sale of the Item, including but not limited to
applicable taxes, storage and handling fees and any incurred costs or fees
associated with collection of any amount due to Sohotreasures and/or
the Seller including but not limited to legal fees and costs related to
currency fluctuations.
(b) Without limitation to any other
provision of these Terms, in addition to any other remedies at law or
equity, Sohotreasures reserves the right, at its election, to retain
any and all payments paid by Buyer prior to Default with respect to the Item as
liquidated damages, and to cancel the sale of the Item without any further obligation
to Buyer.
19. Right of Cancellation. [European
Union]
(a) This subsection applies where:
(i) the EU Consumer Rights Directive (2011/83/EU) as implemented into national
law in the various EU jurisdictions, applies to a consumer based in the European
Union (“EU Consumer”); and (ii) none of the express exclusions set forth below
apply. Where this subsection applies, the EU Consumer has the right to cancel
its order without giving reason within 14 days from the day on which the EU
Consumer or its designated recipient receives an Item (“Cancellation Period”).
The EU Consumer must inform Sohotreasures, or the Seller, of its decision
to cancel the order in writing (including by email) within this period. The
Seller will refund all payments received from the EU
Consumer/Sohotreasures for the Items purchased and the EU Consumer shall
incur no fee as a result of such refund. Any refund may be withheld until the
Seller has received the Items back from the EU Consumer. The EU Consumer must
send back the Item following the instructions of the Seller (but in all cases
the EU Consumer will be given at least fourteen (14) days to return the Item
from the date of cancellation), and the EU Consumer will be required to bear
the cost of returning any Item to the Seller. The Seller may make a deduction
from the refund for loss in value of the Item returned due to the EU Consumer’s
handling of the Items beyond what is necessary to establish the nature,
characteristics and functioning of the Item. No restocking fees will be applied
to refunds under this subsection. The right of cancellation does not apply to:
(A) the supply of any Item made to the Buyer’s specifications; (B) the supply
of any Item which may deteriorate or expire rapidly; (C) the delivery of any
Item which is not suitable for return due to health protection or hygienic
reasons if unsealed by the Buyer after delivery, or which are, after delivery,
mixed inseparably (according to their nature) with other items; (D) the
delivery of sealed video or audio recordings or of sealed software if unsealed
by the Buyer after delivery; and (E) the supply of digital content if the Buyer
accepted when it placed the order that delivery could be started and that the
Buyer could not cancel once delivery had started, or other statutory
exceptions.
(b) To exercise this right of cancellation, an EU Consumer must
send written notice during the Cancellation Period to EU Consumer Rights,
sohotreasures.com, Inc., 51 Astor Place, 3rd Floor, New York, NY 10003 or email
us at support@sohotreasures.com with the subject line
“EU Consumer Rights.” The notice should state your name, residential address,
contact details and email address, Sohotreasures account number,
invoice number, Item Number, date of delivery to your possession, and that you
wish to exercise the EU Consumer Rights Directive right of cancellation.
20. Refusal of Transaction.
Sohotreasures reserves the right
to withdraw any Item from the Site, to amend any content on the Site, or to
refuse service to anyone at any time in its sole
discretion. Sohotreasures will not be liable to any Seller, User, or
Buyer or any other third party because it has withdrawn any Item from the Site,
amended any of the content or denied access to the Site.
21. Copyright. Notice and Take Down
Procedures.
(a) Sohotreasures will
publish on the Site various text, pictures, images audio recordings, and video
that have been supplied, owned, or licensed by the Sellers (“Seller Content”)
and for which Sellers have provided appropriate license for publication
by Sohotreasures.
(b) We respond to notices of alleged copyright infringement as
required by the United States Digital Millennium Copyright Act (DMCA). If you
believe that your work has been copied in a way that constitutes copyright
infringement, please provide Sohotreasures with the following written
information: (i) an electronic or physical signature of the person authorized
to act on behalf of the owner of the copyright interest; (ii) a description of
the copyrighted work that you claim has been infringed upon; (iii) a
description of where the material that you claim is infringing is located on
the Site; (iv) your name, address, telephone number, and email address; (v) a
statement by you that you have a good-faith belief that the disputed use is not
authorized by the copyright owner, its agent, or the law; and (vi) a statement
by you, made under penalty of perjury, that the above information in your
notice is accurate and that you are the copyright owner or authorized to act on
the copyright owner’s behalf. Our copyright agent for notice of claims of
copyright infringement on the Site can be reached as follows:
sohotreasures.com, Inc. 51 Astor Place, 3rd Floor, New
York, NY 10003; Attention: Marketplace Trust. If you become aware that material
appears on this site in violation of a copyright please notify us by
mail at the aforementioned address or by email at info@sohotreasures.com.
We maintain a log of DMCA notices, act on same, and have adopted and
implemented a policy that provides for notification to Sellers and/or Site
users of claims of infringement and for the termination of Sellers/Site users
who are repeatedly and credibly accused of copyright infringement, and we may
terminate this Agreement as against a Seller who is a repeat infringer.
(c) Restoration of Removed Content:
If a User/Seller which posted content believes that their content was removed
or disabled by mistake or misidentification, the User/Seller may send us (via
mail or email at the addresses in the preceding paragraph) a written
counter-notification which includes the following: (i) your electronic or
physical signature; (ii) a description of the content that was removed and
where the material that has been removed or disabled was located on the Site
before it was removed/disabled; (iii) your name, address, telephone number, and
e-mail address; (iv) a statement by you, made under penalty of perjury, that
you have a good faith belief that the material identified above was removed or
disabled as a result of a mistake or misidentification of the material to be
removed or disabled; and (v) a statement that: 1) you consent to the jurisdiction
of the Federal District Court in which your address is located, or in New York,
NY if your address is outside the United States, and 2) that you will accept
service of process from the person who provided notification of infringement or
an agent of such person. We may, after investigation and based upon our
findings, restore the removed or disabled content following ten (10) business
days from the date that we received a proper written counter notification, but
will not do so if (among other potential reasons) our copyright agent first
receives notice that a court action has been filed to restrain us or you from
engaging in infringing activity related to the removed or disabled
content.
22. Proprietary Rights.
(a) As between Users
and Sohotreasures, (or other company whose marks appear on the
Site), Sohotreasures (or the respective company) is the owner and/or
authorized user of any trademark, registered trademark and/or service mark
appearing on the Site, and is the copyright owner or licensee of the Content
and/or information on the Site, unless otherwise indicated.
(b) Except as otherwise provided
herein, use of the Site does not grant you a license to any Content, features
or materials you may access on the Site and you may not modify, rent, lease,
loan, sell, distribute or create derivative works of such Content, features or
materials, in whole or in part. Any commercial use of the Site is strictly
prohibited, except as allowed herein or otherwise approved by us. You may not
download or save a copy of any of the Content or screens for any purpose except
as otherwise provided by Sohotreasures. If you make use of the Site, other
that as provided herein, in doing so you may violate copyright and other laws
of the United States, other countries, as well as applicable state laws and may
be subject to liability for such unauthorized use. We do not grant any license
or other authorization to any user of our trademarks, registered trademarks,
service marks, other copyrightable material or any other intellectual property
by including them on the Site.
(c) The information on the Site
including, without limitation, all site design, text, graphics, interfaces, and
the selection and arrangements is protected by law including copyright
law.
(d) Product names, logos, designs,
titles, graphics, words or phrases may be protected under law as the
trademarks, service marks or trade names of sohotreasures.com, Inc. or
other entities. Such trademarks, service marks and trade names may be
registered in the United States and internationally.
(e) Without our prior written
permission, you agree not to display or use our trademarks, service marks,
trade names, other copyrightable material or any other intellectual property in
any manner.
(f) All images created or produced or
modified by Sohotreasures are the sole property
of Sohotreasures. Sohotreasures may use any such image to
promote the Site or for any other purpose at any time without restriction.
23. User Submitted Content.
(a) Users are responsible for any
User Content posted to the site. “User Content” means any content you post to
the site, which may include reviews, comments, image uploading, captions,
participating in forums, and other such features that allow Users to add
content to the site. Sohotreasures is not responsible for the
personally identifiable or other information you choose to submit as User
Content, and we reserve the right to remove any User Content generated by any user
at our sole discretion. By posting to the Site, you understand that once you
post User Content, your content becomes public. We are not responsible for
keeping any User Content confidential so if you do not want anyone to read or
see that content, do not submit or post it to the Site.
(b) If we allow you to upload User
Content, you may not: (i) provide User Content that you do not have the right
to submit, unless you have the owner’s permission; this includes material
covered by someone else’s copyright, patent, trade secret, privacy, publicity,
or any other proprietary right; (ii) forge headers or manipulate other
identifiers in order to disguise the origin of any User Content you provide;
(iii) provide any User Content that contains lies, falsehoods or
misrepresentations that could damage us or anyone else; (iv) provide User
Content that is illegal, obscene, defamatory, libelous, threatening,
pornographic, harassing, hateful, racially or ethnically offensive, or
encourage conduct that would be considered a criminal offense, give rise to civil
liability, violate any law, or is otherwise inappropriate; (v) impersonate
anyone else or lie about your affiliation with another person or entity in your
User Content; (vi) use meta tags or any other “hidden text” utilizing any of
our or our suppliers’ product names or trademarks in your User Content; or
(vii) provide User Content which disparage us or our vendors, partners, the
Seller, representatives and affiliates.
(c) Except as otherwise specifically
provided, if you post content or submit material to the Site, you grant us a
non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable
right to use, reproduce, modify, adapt, publish, translate, create derivative
works from, distribute, and display such content throughout the world in any
media. You represent and warrant that you own or otherwise control all of the
rights to the content that you post; that the content is accurate; that use of
the content you supply does not violate these Terms or any law or regulation;
and the content will not cause injury to any person or entity. We have the
right but not the obligation to monitor and edit or remove any activity or
content. User Content comes from a variety of sources. We do not endorse, or
support any views, opinions, recommendations, or advice that may be in User
Content, nor do we vouch for its accuracy or its reliability, usefulness,
safety or intellectual property rights of any User Content. We take no
responsibility and assume no liability for any User Content posted by you or any
third party.
24. Third Party Sites.
(a) Users may be able to link to
third party websites (“Linked Sites”) from the Site. Linked Sites are not,
however, reviewed, controlled or examined by us in any way and we are not
responsible for the content, availability, advertising, products, information
or use of user information or other materials of any such Linked Sites, or any
additional links contained therein. These links do not imply our endorsement
of, or association with, the Linked Sites. It is your sole responsibility to
comply with the appropriate terms of service of the Linked Sites as well as
with any other obligation under copyright, secrecy, defamation, decency,
privacy, security and export laws related to the use of such Linked Sites and
any content contained thereon. In no event shall we be liable, directly or
indirectly, to anyone for any loss or damage arising from or occasioned by the
creation or use of the Linked Sites or the information or material accessed
through these Linked Sites. You should direct any concerns to that website’s
administrator or webmaster. We reserve the exclusive right, at its sole
discretion, to add, change, decline or remove, without notice, any feature or
link to any of the Linked Sites from the Site and/or introduce different
features or links to different users.
(b) Permission must be granted by us
for any type of link to the Site. To seek our permission, you may write to us
at the address below. We reserve the right, however, to deny any request or
rescind any permission granted by us to link through such other type of link,
and to require termination of any such link to the Site, at our discretion at
any time.
25. Modification.
(a) Sohotreasures has
control over the look, feel, content, operations and evolution of the Site, and
may modify the Site and any content in our sole discretion
(b) We may modify these Terms from
time to time without notice to you. The provisions contained herein supersede
all prior notices or statements regarding our Terms with respect to this Site.
We encourage you to check the Site frequently to see the current Terms in
effect and any changes that may have been made. By using the Site following any
modifications to the Terms you agree to be bound by the modifications.
(c) We reserve the right, for any
reason, in our sole discretion and without notice to you, to terminate, change,
suspend or discontinue any aspect of the Site, including, but not limited to,
information, products, data, text, music, sound, photographs, graphics, video,
messages or other materials (“Content”), features and/or hours of availability,
and we will not be liable to you or to any third party for doing so. We may
also impose rules for and limits on use of the Site or restrict your access to
part, or all, of the Site without notice or penalty. We have the right to
change these rules and/or limitations at any time, in our sole
discretion.
26. Site Monitoring.
Sohotreasures reserves the
right, but accepts no obligation, to monitor any activity and content on the
Site. Sohotreasures may investigate any reported violations of
applicable law, rule or regulation applicable to Users, Buyers or transactions
on the Site and take action that it deems appropriate, including but not limited
to issuing warnings, suspending or terminating service, denying access or
removing any content from the Site. Sohotreasures may also
investigate the use of a credit card by a Buyer and take such action
as Sohotreasures deems appropriate, including but not limited to
canceling any offer placed by such Buyer.
27. International Use of the
Site.
(a) Many
of Sohotreasures services, including the Site, are accessible to
Sellers, Buyers, and Users outside of the US. Sohotreasures may offer
certain programs, tools, and Site experiences of interest to those Sellers,
Buyers, and Users, such as estimated local currency conversion and
international shipping calculation tools. Sellers, Buyers, and Users are
responsible for complying with all laws and regulations applicable to the
international sale, purchase, and shipment of items.
(b) Users
authorize Sohotreasures to use automated tools to translate the
User’s Site content and User and Buyer-to-Seller communications, in whole or in
part, into local languages where such translation solutions are available. Sohotreasures may
provide Users with tools which will enable the User to translate content upon
request. The accuracy and availability of any translation are not guaranteed
and Sohotreasures is not liable in any way to the Seller, Buyer, or
User for any loss suffered where the automated tools are used.
28. Consent to Processing.
(a) By providing any personal
information to the Site, all Users, including without limitation, Users in the
State of California and in the European Union, fully understand and
unambiguously consent to the collection and processing of such information in
the United States. For further information data, please see our privacy policy
available at: www.sohotreasures.com/privacy-policy/.
(b) We control and operate the Site
from our offices in the United States of America, and all information is
processed within the United States or at the location of our service providers.
We do not represent that materials on the Site are appropriate or available for
use in locations outside the United States. Persons who choose to access the
Site from other locations do so on their own initiative, and are responsible
for compliance with local laws, if and to the extent local laws are
applicable.
(c) Users agree to comply with all
applicable laws, rules and regulations in connection with their use of the
Site. The Site may be used only for lawful purposes and in a lawful manner.
Without limiting the generality of the foregoing, you agree to comply with all
applicable laws regarding the transmission of data exported from the United
States or the country in which you reside as well as the restrictions on import
or export of Items from the Seller’s country to your country.
29. Site Unavailability.
(a) You acknowledge that temporary
interruptions in the availability of the Site may occur from time to time as
normal events.
(b) 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 Sohotreasures or the Sellers be held
liable for any damages due to such interruptions or lack of availability.
30. Prohibited Use.
The Site may be used only for lawful
purposes by individuals using authorized services of Sohotreasures. You
are responsible for your own communications, including the upload, transmission
and posting of information, and are responsible for the consequences of their
posting on or through the Site. Sohotreasures specifically prohibits
any use of the Site, and requires all Users to agree not to use the Site, for
any of the following: (i) posting any information or using a payment mechanism
which is incomplete, false, inaccurate or not your own; (ii) impersonating
another person; (iii) constituting or encouraging conduct that would constitute
a criminal offense, giving rise to civil liability or otherwise violate any
city, state, national or international law or regulation or which fails to
comply with accepted Internet protocol; (iv) posting material that is
copyrighted or otherwise owned by a third party unless you are the copyright
owner or have the permission of the owner to post it; (v) posting material that
reveals trade secrets, unless you own them or have the permission of the owner;
(vi) posting material that infringes on any other intellectual property,
privacy or publicity right of another; (vii) transmitting or transferring (by
any means) information or software derived from the site to foreign countries
or certain foreign nations in violation of US export control laws; or (viii)
attempting to interfere in any way with the Site’s or Sohotreasures’
networks or network security, or attempting to use the Site to gain
unauthorized access to any other computer system.
31. Security Rules.
Violations of system or network
security may result in civil or criminal liability. Sohotreasures will
investigate occurrences and may involve, and cooperate with, law enforcement
authorities in prosecuting the user or users who are involved in such
violations. Users are prohibited from violating or attempting to violate the
security of the Site, including, without limitation, the following: (i)
accessing data not intended for you or logging into a server or account which
you are not authorized to access; (ii) attempting to probe, scan or test the
vulnerability of a system or network or to breach security or authentication
measures without proper authorization; (iii) attempting to interfere with
service to any user, host or network, including, without limitation, via means
of submitting a virus, worm, Trojan Horse or other harmful code to the Site,
overloading, “flooding”, “mailbombing” or “crashing”, or sending unsolicited
e-mail, including promotions and/or advertising of products or services; or
(iv) forging any TCP/IP packet header or any part of the header information in
any e-mail or newsgroup posting.
32. Termination of Use.
Sohotreasures expressly reserves
the right to terminate the use of, or to refuse to permit the use of, the Site
by any person or entity, at the sole discretion of Sohotreasures, for any
reason or no reason at all, and without prior notice. In the event of termination,
any rights or obligations regarding pending or completed purchases, or your
indemnity obligations related to use of the Site, shall survive such
termination.
33. Indemnity.
All Users agree to defend, indemnify
and hold sohotreasures.com, Inc., its affiliates, or any of their
respective directors, officers, employees, agents, partners, subsidiaries,
divisions, successors, suppliers, distributors, vendors, contractors, and
representatives harmless from any and all claims, liabilities, damages, costs
and expenses, including reasonable attorneys’ fees, in any way arising from,
related to or in connection with their use of the Site, their purchase or sale
of Items, the nature or quality of items, their disputes with any Seller or
Buyer, as the case may be, in connection with use of the Site, their violation
of any law, their violation of these Terms or their posting or transmission of
any User Content or materials on or through the Site, including, but not
limited to, any third party claim that any information or materials such Site
user provides infringes any third party proprietary right. All Site users agree
to cooperate as fully as reasonably required in the defense of any claim. This
indemnification obligation will survive the termination of these Terms and your
use of the Site.
34. Disclaimer of Warranties.
(a) You understand and agree
that: The Site is provided on an “AS-IS” and “AS AVAILABLE”
basis. Sohotreasures makes no representation or warranty of any kind,
express or implied, with respect to the Site, any Item(s) offered for sale or
sold on or through the Site, or any Seller, including without limitation: (i)
any representation or warranty regarding the character, reputation or business
practices of the Seller; (ii) any representation or warranty with respect to
title to or delivery of any Item; (iii) any representation or warranty with
respect to intellectual property rights in any Item; (iv) any representation or
warranty concerning the availability, accuracy, completeness, usefulness, or
content of information; (v) any representation or warranty of title,
non-infringement, merchantability or fitness for a particular purpose; (vi) any
representation or warranty that the Site meets the User’s requirements, will
always be accessible, uninterrupted, timely, secure or operate without error or
that defects will be corrected; or (vii) any representation or warranty that
any Item conforms to its description or the colors, texture and detail shown on
the User’s computer monitor.
(b) Any Buyer must direct all claims
regarding any Item to the Seller and must resolve any dispute regarding any
Item directly with the Seller.
(c) Sohotreasures does not
endorse, warrant or guarantee any products or services offered or provided by
or on behalf of Sellers on or through the Site. Sohotreasures is not
a party to any transaction between Buyers and Sellers (unless specifically
requested and notified to the parties in writing).
(d) No advice, results or
information, or materials whether oral or written, obtained by you through the
Site shall create any warranty by Sohotreasures not expressly made
herein. If you are dissatisfied with the Site, your sole remedy is to discontinue
using the Site.
(e) Any material downloaded or
otherwise obtained through the use of the Site is done at your own discretion
and risk, and you will be solely responsible for any damage that results from
the download of any such material.
35. Release.
You expressly agree to release
sohotreasures.com, Inc., its affiliates, or any of their respective directors,
officers, employees, agents, partners, subsidiaries, divisions, successors,
suppliers, distributors, vendors, contractors, and representatives (the
“Released Parties”), and each of the foregoing, from any and all manner of
action, claim or cause of action or suit, at law or in equity, and from any and
all losses, damages, costs or expenses, including without limitation court
costs and attorneys’ fees, which you may have against the Released Parties, or
any of them, known or unknown, disclosed or undisclosed, which arise out of or
relate in any way to a dispute. You further waive any applicable rights under
Section 1542 of the California Civil Code, and any similar law of any
applicable jurisdiction, which states: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.” You agree that no joint venture,
partnership, employment, or other agency relationship exists between you
and Sohotreasures as a result of these Terms or your use of the
Site.
36. Limitation of Liability.
(a) In no event shall
sohotreasures.com, Inc., its affiliates, or any of their respective directors,
officers, employees, agents, partners, subsidiaries, divisions, successors,
suppliers, distributors, vendors, contractors, and representatives be liable
for any indirect, special, incidental, consequential, exemplary or punitive
damages arising from, or directly or indirectly related to the use of, or the
inability to use, the Site or the content, materials and function related
thereto, including, without limitation, loss of revenue, or anticipated
profits, or lost business, data or sales, or cost of substitute services, even
if Sohotreasures or its representative or such individual has been
advised of the possibility of such damages.
(b) Some jurisdictions do not allow the limitation or exclusion
of liability, so some of the above limitations may not apply to you. In no
event shall the total liability of Sohotreasures to any User for all
damages, losses, and causes of action (whether in contract or tort, including,
but not limited to, negligence or otherwise) arising from the Terms or your use
of the Site exceed, in the aggregate, $100.00. Without
limiting the foregoing, in no event shall sohotreasures.com, Inc., its
affiliates, or any of their respective directors, officers, employees, agents,
partners, subsidiaries, divisions, successors, suppliers, distributors,
vendors, contractors, and representatives providing information on this Site
have any liability for any damages or losses arising out our 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 Sohotreasures.
37. Dispute Resolution.
(a) Any dispute, controversy or claim
arising out of or relating to these Terms, or its breach, which cannot be
resolved between the parties through reasonable negotiation shall be submitted
to the American Arbitration Association (“AAA”) for mandatory binding
arbitration in front of a single arbitrator chosen in accordance with the AAA
Rules. Discovery shall be permitted, but only to the extent that the documents
are directly relevant to and needed for fair resolution of one or more of the
issues of importance and can be located and produced at a cost that is
reasonable in the context of all surrounding facts and circumstances. When the
cost and burden of discovery are disproportionate to the likely importance of
the requested materials, the arbitrator may deny the requests or require that
the requesting party advance the reasonable cost of production to the other
party.
(b) The arbitrator may not award
non-monetary or equitable relief of any sort, nor award damages inconsistent
with these Terms. All aspects of the arbitration shall be treated as
confidential. Neither the parties nor the arbitrator may disclose the
existence, content or results of the arbitration, except as necessary to
enforce the results of the arbitration or to comply with legal or regulatory
requirements. The arbitrator shall render its award in writing and will include
the findings of fact and conclusion of law upon which the award is based. The
result of the arbitration shall bind the parties and judgment on the
arbitrators’ award may be entered in any court having jurisdiction. In addition
to any and all other relief to which a party may be entitled, the arbitrator
shall award reasonable attorneys’ fees and costs, including reasonable expert
witness fees and costs, to the prevailing party (should there be one) in any
such arbitration.
(c) Waiver of Jury Trial; Individual
Basis; Equitable Relief. The parties surrender and waive the right to submit
any dispute to a court or jury, or to appeal to a higher court. The parties
agree to arbitration on an individual basis. Where enforceable, neither party
shall be entitled to join or consolidate claims by or against other Sellers or
persons, or arbitrate any claim as a class representative, class member or in a
private attorney general capacity. Unless both parties agree otherwise, the
arbitrator may not consolidate or join more than one person’s or party’s
claims, and may not otherwise preside over any form of a consolidated,
representative, or class proceeding. Also, the arbitrator may award relief only
in favor of the individual party seeking relief and only to the extent necessary
to provide relief necessitated by that party’s individual claim(s). Any relief
awarded cannot affect other Site Users or Sellers. If any provision of this
arbitration agreement is found unenforceable, the unenforceable provision shall
be severed, and the remaining arbitration terms shall be enforced (but in no
case shall there be a class arbitration).
(d) Notwithstanding the foregoing,
nothing in these Terms shall prohibit either party from seeking and obtaining
from a court of competent jurisdiction (without necessity of posting bond)
injunctive relief in order to preserve the status quo and/or avoid irreparable
harm for which monetary damage would be insufficient.
(e) The place of arbitration shall be
Hardwick Township, NJ, USA, and the proceedings shall be conducted in the
English language. These Terms shall be governed by the United States Federal
Arbitration Act to the exclusion of any inconsistent state laws and the
arbitrator shall follow the law and judicial precedents that a United States
District Judge sitting in the Southern District of New York would apply to the
dispute.
38. Choice of Law.
These Terms, and any dispute arising
therefrom, shall be governed by and in accordance with the laws of the State of
New York without regard to conflicts of law.
39. Notices.
Any notices shall be given by postal
mail addressed to Timless Design Selections, LLC., 66 Maple Ln,
Hardwick, NJ 07825, to the attention of Legal Department [if
to Sohotreasures], or to the e-mail address provided to Sohotreasures and
currently on record [if to a User]. Notices shall be deemed to have been given
24 hours after the e-mail was sent, unless Sohotreasures is notified
that the e-mail address is invalid, in which event Sohotreasures may
give notice by postal mail at the address provided
to Sohotreasures by the User upon registration. Notice given by
postal mail shall be deemed to have been given three (3) business days after
the date of mailing.
40. General Information.
If any provision of these Terms is
deemed unlawful, void or for any reason unenforceable, such provision(s) will
be deemed severable from the rest of the Terms and will not affect the validity
and enforceability of the rest of the Terms. Failure
of Sohotreasures to exercise any rights or remedies will not
constitute a waiver of any rights or remedies available
to Sohotreasures under these Terms or at law. These Terms represent
the entire agreement between Users and Sohotreasures and supersede
and replace any other agreement between the parties including but not limited
to any previous Terms as they may have applied between Users and Sohotreasures.
Paragraph headings are for convenience only and not for interpretation of these
Terms.
41. Contact Us.
To contact us with any questions or concerns in connection with
these Terms, or the Site, please write to us at: Timless Design
Selections, LLC., 66 Maple Ln, Hardwick, NJ 07825, or email us at support@sohotreasures.com.
42. Effective Date.
These Terms are effective as of
January 1, 2020.