Terms of Service

ShineOn Terms of Service

ShineOn’s service (the “ShineOn Service”) is located at ShineOn.co and is operated by HVAR, LLC. The ShineOn Service provides sellers with the ability to create and sell custom jewelry and buyers with the ability to find high-quality, unique jewelry products.

We offer the ShineOn Service subject to the following Terms of Service, specifically including ShineOn’s Privacy Policy. If you do not agree to these Terms of Service, you are not authorized to use the ShineOn Service. These Terms of Service apply to all of our products and services. If we include some additional terms for tools you can download from the Service or other services, those provisions are incorporated into these Terms of Service.

Use of the ShineOn Service

Information You Provide: Certain features of the ShineOn Service require registration. If you choose to register, you agree to provide and maintain accurate, current and complete information about yourself. Registration data and personal information about you are governed by our Privacy Policy.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. Please immediately notify ShineOn of any unauthorized use of your password or account or any other breach of security.

Promotions: Any contests, sweepstakes, surveys, games or similar promotions (collectively, “Promotions”) made available through the ShineOn Service may be governed by specific rules that are in addition to these Terms of Service. By participating in any Promotion, you will become subject to those rules. To the extent that the terms and conditions of the Promotion rules conflict with these Terms of Service, the terms and conditions of the Promotion will control.

Age Requirement: If you are under 13 years of age, you are not authorized to use the ShineOn Service. If you are under 18 years old, you may use the ShineOn Service only with the approval of your parent or guardian.

Applicable Laws: In connection with your use of the ShineOn Service, you will comply with all applicable laws, regulations and industry standards.

General Practices and Instructions Regarding Use: You will comply with any instructions provided to you by ShineOn in connection with your use of the ShineOn Service. ShineOn may establish general practices and limits concerning use of the ShineOn Service. ShineOn reserves the right to change its instructions, general practices and limits at any time, in its sole discretion, with or without notice.

Sellers: Creation and Implementation of ShineOn Campaigns

The ShineOn Service allows sellers to create campaigns and sell custom merchandise and apparel through those campaigns. The Following are specific obligations concerning the initiation of any campaign. To the extent any campaign violates these Terms of Service, we may choose to terminate, delay or modify the campaign in our discretion. For additional information about the ShineOn Service, please refer to ShineOn’s Frequently Asked Questions portal.

Your Right to Conduct a Campaign: By creating a campaign through the ShineOn Service, you represent and warrant that you own or are the licensee of all trademark rights, copyrights, rights of publicity and other intellectual property or other proprietary rights necessary to create and conduct the campaign (“Campaign Rights”), including any rights relating to the name, description, images, text or URL used for the campaign. You will provide ShineOn with evidence of your Campaign Rights upon request.

ShineOn does not claim any ownership rights in the content you upload to the ShineOn Service. Please be sure you maintain copies of all of your work. ShineOn has no responsibility or liability for the deletion or failure to store any content or information uploaded to the ShineOn Service.

ShineOn retains all ownership rights in any designs created by ShineOn designers and may not be used by you, other than in connection with your campaigns on the ShineOn Service, without ShineOn’s express written consent.

For the purpose of implementing and fulfilling your campaign and for the purpose of advertising the ShineOn Service in any medium ShineOn chooses, you hereby grant ShineOn a nonexclusive, worldwide, fully paid up, transferable, sublicensable license under your Campaign Rights to copy, display, distribute, modify the content you upload to the ShineOn Service (including all related images, text, content and information).

Acceptable Use; Indemnity: Your use of the ShineOn Service, including the creation and implementation of product campaigns, is subject to these Terms of Service (including our Acceptable Use Policy). To the extent any campaign violates or is alleged to violate our Acceptable Use Policy or any other part of these Terms of Service, in addition to any other remedies, you agree that ShineOn has the right to withhold and redirect any funds collected relating to the campaign, which funds will be disbursed based on ShineOn’s internal policies (for example, ShineOn may give the funds to a charity where a campaign falsely states it is raising funds for that charity, or ShineOn may apply such funds to any judgment or settlement, and/or the reimbursement of ShineOn’s expenses, resulting from a third party’s claim of infringement) and to control the defense or settlement of any claim or suit resulting from any such violation or alleged violation; and you agree to fully cooperate with ShineOn in such activities. Without limiting the foregoing, you also agree to indemnify and hold ShineOn harmless from any and all liabilities, losses, damages and expenses arising out of your violation or any alleged violation of our Acceptable Use Policy or any other part of these Terms of Service, including, but not limited to, paying ShineOn’s judgments, losses, settlement, reasonable expenses, reasonable attorneys’ fees, and costs.

Quality of Artwork and Promotions: Each campaign must meet reasonable production standards. All of your advertisements or promotional descriptions, including content that is uploaded to the ShineOn Service, must be accurate and correct and must not include any content concerning non-ShineOn activities, events, products, services or promotions.

Proceeds from Campaign: If you create a campaign through the ShineOn Service, you will be given a “base price” from ShineOn for each product. You will also have the opportunity to set the sale price for each product. Once your campaign is launched and products are sold, you will earn the difference between the base price and your sale price, less returns. You may request payout at any time. You are solely and fully responsible for payment of any income taxes applicable to the amounts you earn through the ShineOn Service. Prior to receiving your payout, you may be required to provide additional information to ShineOn as needed by ShineOn to comply with its reporting obligations.

Partnership Disputes: If you work with other people on your campaign, and there is a dispute between you and your partners, even though ShineOn receives notice of the dispute, ShineOn is entitled to make payouts and otherwise correspond with the original registrant. Alternatively, ShineOn may withhold payouts until the dispute is resolved, in ShineOn’s sole discretion.

Charities/Fundraising: You represent and warrant that any campaign you create that implicitly or explicitly relates to a charity or fundraising effort is authorized by such charity or fundraising effort, and you will ensure that your campaign description clearly and accurately states the percentage of proceeds that will be donated and to whom those proceeds will be donated.

ShineOn Right to Lower Sales Goal: You will be able to set the “sales goal” for each campaign. You agree that ShineOn may, in its sole discretion, begin to fulfill orders before your sales goal is met.

Intellectual Property Complaints

ShineOn takes any allegations of infringement seriously. If ShineOn receives any complaint or allegation that your campaign or any resulting merchandise constitutes an unauthorized use of a third party’s rights, you understand that ShineOn may terminate or delay your campaign, in its sole discretion. In addition, you understand that ShineOn may release your contact information to any third party that satisfactorily alleges a violation of its rights.

ShineOn will consider complaints of possible infringement only from parties that own, or have the exclusive right to exploit, the applicable intellectual property. If you believe that a ShineOn user has infringed upon your rights, please notify ShineOn at [email protected] You may also contact us by mail at the address provided at the end of these Terms of Service, attention Legal Department.

You must include with your notification the following information.

  • A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property that you allege is being infringed;
  • The URL to the ShineOn campaign(s) used in connection with the sale of the allegedly infringing merchandise;
  • Identification of the copyright, trademark or other rights that allegedly have been infringed, including proof of ownership (such as copies of subsisting trademark or copyright registrations);
  • Your full name, address, telephone number(s) and email address(es);
  • A statement that you have a good-faith belief that use of the material in the URL submitted is unauthorized by the rights owner, or its licensee, and such use amounts to infringement under federal or state law; and
  • A statement, under penalty of perjury, that the information in the notification is complete and accurate and that you are authorized to act on behalf of the owner of the copyright or other right that is allegedly infringed.

Repeat Infringer Policy: ShineOn has adopted a policy of terminating, in appropriate circumstances and at ShineOn's sole discretion, users who are deemed to be repeat infringers. ShineOn may also at its sole discretion limit access to the ShineOn Service or terminate the memberships of any users who infringe or violate any intellectual property or other rights of others, whether or not there is any repeat infringement or violation.

Buyers: Purchasing of Merchandise

Payment: If you purchase any merchandise through the ShineOn Service, you will be required to provide ShineOn information regarding your credit card or other payment instrument. You represent and warrant to ShineOn that such information is true and that you are authorized to use the payment instrument. You will be responsible for all taxes associated with your purchase of merchandise through the Service.

Loss and Cancellation: Title and risk of loss for all merchandise ordered by you will pass to you on our delivery to the shipping carrier. We reserve the right to cancel any order for any merchandise for any reason.

ShineOn's Proprietary Rights

Service Content, Software and Trademarks: You are only authorized to use the ShineOn Service for the purpose of engaging in business transactions with ShineOn. You may not use any automated technology to scrape, mine or gather any information from the ShineOn Service or otherwise access the pages of the ShineOn Service for any unauthorized purpose. If you are blocked by ShineOn from accessing the ShineOn Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). The technology and software underlying the ShineOn Service or distributed in connection therewith are the property of ShineOn, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.

The ShineOn Service may contain images, artwork, fonts and other content or features (“Service Content”) that are protected by intellectual property rights and laws. Except as expressly authorized by ShineOn, you agree not to modify, copy, frame, rent, lease, loan, sell, distribute or create derivative works based on the ShineOn Service or the Service Content, in whole or in part. Any use of the ShineOn Service or the Service Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by ShineOn.

The ShineOn name and logos are trademarks and service marks of ShineOn (collectively the “ShineOn Trademarks”). Other company, product and service names and logos used and displayed via the ShineOn Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to ShineOn. Nothing in these Terms of Service or the ShineOn Service should be construed as granting any license or right to use any of ShineOn Trademarks displayed on the ShineOn Service, without our prior written permission in each instance. All goodwill generated from the use of ShineOn Trademarks will inure to ShineOn’s exclusive benefit.

Third Party Material: Under no circumstances will ShineOn be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content or materials. To the maximum extent permitted under applicable law, the third party providers of such content and materials are express and intended third party beneficiaries of these Terms of Services with respect to their content and materials.

ShineOn may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ShineOn, its users or the public.

Third Party Websites

The ShineOn Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. ShineOn has no control over such sites and resources and ShineOn is not responsible for and does not endorse such sites and resources. ShineOn will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the ShineOn Service are between you and the third party, and you agree that ShineOn is not liable for any loss or claim that you may have against any such third party.

Disclaimer of Warranties

YOUR USE OF THE SHINEON SERVICE IS AT YOUR SOLE RISK. THE SHINEON SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING A BUYER’S RIGHT TO RETURN MERCHANDISE AND OBTAIN A REFUND TO THE EXTENT DESCRIBED IN OUR RETURN POLICY, SHINEON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO ANY CAMPAIGN, MERCHANDISE OR SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Limitation of Liability

SHINEON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHINEON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY MERCHANDISE, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL SHINEON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SHINEON OR SHINEON HAS PAID YOU IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Termination

ShineOn, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the ShineOn Service and remove and discard any content within the ShineOn Service, for any reason. Further, you agree that ShineOn will not be liable to you or any third party for any termination of your access to the ShineOn Service.

Relationship

Each party is an independent contractor in the performance of each and every part of these Terms of Service. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of its activities under these Terms of Service. You do not have the authority to commit ShineOn in any way and will not attempt to do so or imply that you have the right to do so.

Governing Law and Venue

Any and all claims, actions, and/or disputes arising out of your use of the ShineOn Services will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions or your actual state or country of residence. Subject to the arbitration clause immediately below, any claims, legal proceeding or litigation arising in connection with your use of the ShineOn Services must be brought in a court of competent jurisdiction located in New York County, State of New York, and you consent to the jurisdiction of such courts. This is a very important part of this agreement. By using the ShineOn Services, you agree to the choice of law and jurisdiction discussed above. If you do not wish to be bound by this clause, do not execute use the ShineOn Services.

Arbitration

FOR ALL RELIEF OTHER THAN EQUITABLE OR INJUNCTIVE RELIEF, ANY DISPUTE ARISING WITH RESPECT TO YOUR USE OF THE SHINEON SERVICES SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE RULES AND PROCEDURES OF JAMS ARBITRATION AND MEDIATION SERVICE.

THE SINGLE ARBITRATOR SHALL BE SELECTED BY JOINT AGREEMENT OF THE PARTIES. IN THE EVENT THE PARTIES CANNOT AGREE ON AN ARBITRATOR WITHIN THIRTY (30) DAYS OF THE INITIATING PARTY PROVIDING THE OTHER PARTY WITH WRITTEN NOTICE THAT IT PLANS TO SEEK ARBITRATION, THE PARTIES SHALL FOLLOW PROCEDURES AS SET FORTH BY JAMS WHEN THE PARTIES ARE UNABLE TO AGREE UPON THE ARBITRATOR.  THE WRITTEN DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES AND ENFORCEABLE IN ANY COURT. THE ARBITRATION PROCEEDING SHALL TAKE PLACE IN NEW YORK, NEW YORK, USING THE ENGLISH LANGUAGE.   

BY AGREEING TO THIS ARBITRATION PROVISION YOU AGREE THAT, BY USING THE SHINEON SERVICES, YOU AND SHINEON ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.  THESE TERMS OF SERVICE EVIDENCE A TRANSACTION IN INTERSTATE COMMERCE AND THUS THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF THESE TERMS.  

THIS IS A VERY IMPORTANT PART OF THIS AGREEMENT. BY USING THE SHINEON SERVICES, YOU AGREE TO THE CHOICE OF LAW AND JURISDICTION DISCUSSED ABOVE. IF YOU DO NOT WISH TO BE BOUND BY THIS CLAUSE, DO NOT EXECUTE USE THE SHINEON SERVICES.

No Class Actions

YOU MAY ONLY RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS, AND MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS AREN'T ALLOWED.

THIS IS A VERY IMPORTANT PART OF THIS AGREEMENT. BY USING THE SHINEON SERVICES, YOU AGREE TO THE CHOICE OF LAW AND JURISDICTION DISCUSSED ABOVE. IF YOU DO NOT WISH TO BE BOUND BY THIS CLAUSE, DO NOT EXECUTE USE THE SHINEON SERVICES.





General

These Terms of Service constitute the entire agreement between you and ShineOn and govern your use of the ShineOn Service, superseding any prior agreements between you and ShineOn with respect to the ShineOn Service. The failure of ShineOn to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court or arbitrator of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of ShineOn, but ShineOn may assign or transfer these Terms of Service, in whole or in part, without restriction. Notices to you may be made via either email or regular mail. ShineOn may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the ShineOn Service.

Questions? Concerns? Suggestions?

Please contact us with any questions regarding these Terms of Service or the ShineOn Service at [email protected]

Or by mail at:

ShineOn
WeWork

115 W 18th St
New York, NY 10011
USA

Last Revised March 15th, 2016