LUXYSOURCE TERMS OF SERVICE
The LUXYSOURCE TM Platform and Website is a proprietary B2B system and technology for sourcing vendors, retailers and manufacturers (“Vendors”) of jewelry, diamonds, watches, glasses and other luxury goods (“Vendor Products”) and enabling such Vendors to sell Vendor Products through third party on-line and mobile digital retail platforms (“Digital Retail Platforms”). All such Vendors are direct sellers of their Vendor Products to end user consumers and/or the Digital Retail Platforms and enter into agreements with the Digital Retail Platforms for display and sale of their Vendor Products.
LUXYSOURCE provides this Terms of Service Policy to inform you of our requirements and terms and conditions for use of www.Luxysource.com (the LUXYSOURCE Platform and Website) and our corresponding applications for mobile devices.
USE OF LUXYSOURCE REQUIRES EXECUTED CONTRACT Every Vendor who utilizes the LUXYSOURCE Platform and Website must enter into a LUXYSOURCE VENDOR AGREEMENT (“LVA”). The LVA specifically authorizes LUXYSOURCE to obtain from Vendor and to upload, transmit or otherwise provide Vendor and Vendor Product information and photographs to Digital Retail Platforms selected by LUXYSOURCE, and provides for the payment of subscription fees and transaction fees from the Vendor to LUXYSOURCE. A LVA executed and completed by Vendor is a requirement for Vendor to access and utilize the LUXYSOURCE Platform and Website. The Standard LVA is provided on the LUXYSOURE Website along with a digital signature form, and is hereby incorporated by reference into and is part of these Terms of Service.
The LVA provides for a three month trial period. After completion of the trial period, unless the Vendor has submitted the required subscription fees, Vendors access to and use of the LUXYSOURCE Platform and Website will be terminated.
Every Digital Retail Platform which utilizes a “Dedicated” access point in the LUXYSOURCE Platform and Website must enter into a LUXYSOURCE DIGITAL RETAIL PLATFORM AGREEMENT (“DRPA”), which authorizes LUXYSOURCE to upload, transmit or otherwise provide Vendor, and Vendor Product information and photographs to Digital Retail Platforms and which provides for the payment of commissions or success fees from the DRPA to LUXYSOURCE and LUXYSOURCE TO DRPA.
A Vendor’s use of the LUXYSOURCE Platform and Website and associated mobile applications is governed by the LVA. In the event of any conflict between the LVA and these Terms of Service and any other policies on the website, the LVA shall govern. In the event that the LVA for any Vendor is terminated, such Vendor’s access to and use of the LUXYSOURCE Platform and Website will be terminated in accordance with the provisions of the LVA.
A Digital Retail Platform’s use of the LUXYSOURCE Platform and Website and associated mobile applications is governed by the DRPA. In the event of any conflict between the DRPA and these Terms of Service and any other policies on the website, the DRPA shall govern.
These Terms of Service do not repeat or reiterate each and every term and provision of the LVA or DRPA, but each LVA and DRPA shall become and remain in full force and effect with each and every term and provision thereof, which are not impaired or modified or reduced in any way by these Terms of Service.
ACCOUNT REGISTRATION In order to access the LUXYSOURCE Platform and Website and associated mobile applications, each Vendor must execute and complete an LVA and each Digital Retail Platform must execute and complete a DRPA, authorized by LUXYSOURCE, and then must register to create an account ("Account"). You may register with LUXYSOURCE through your account with certain third party social networking services, including Facebook and Twitter (collectively, "SNS"). When you register through your SNS account, you will be asked to login to LUXYSOURCE using your SNS account credentials. By creating an Account via your account with an SNS, you are allowing LUXYSOURCE to access your SNS account information and you are agreeing to abide by the applicable terms and conditions of your SNS in your use of the Services via such SNS. Members have the option to disable the connection between their LUXYSOURCE Account and SNS account at any time by accessing the SNS account and disconnecting access to the Services.
Vendors, Digital Retail Platforms and other users shall not share or transfer your username, password, or other LUXYSOURCE access information, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone. The LVA is not assignable by any Vendor. LUXYSOURCE Reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
OWNERSHIP The entire LUXYSOURCE Website and Platform and associated mobile applications © COPYRIGHT LUXYSOURCE LLC 2018. ALL RIGHTS RESERVED.
LUXYSOURCE TM IS A TRADEMARK AND BRAND NAME OF LUXYSOURCE LLC. THE LUXYSOURCE TM PLATFORM AND WEBSITE IS A PROPRIETARY TECHNOLOGY AND SYSTEM FOR ON-LINE SALE OF JEWELRY, DIAMONDS, WATCHES, GLASSES AND OTHER LUXURY PRODUCTS AND IS PROTECTED BY UNITED STATES AND FOREIGN PATENT AND COPYRIGHT LAWS. PRODUCTS UPLOADED TO THE LUXYSOURCE TM PLATFORM AND WEBSITE BY VENDORS MAY BE DISPLAYED FOR SALE BY SUCH VENDORS ON VARIOUS ON LINE DIGITAL RETAIL PLATFORMS AND WEBSITES OPERATED BY THIRD PARTIES SUCH AS EBAY, AMAZON, WATCHFACTS, IDONOWIDONT, FANCY, AND ALL ADVERTISED THIRD PARTY PLATFORMS ON LS. LUXYSOURCE DISCLAIMS OWNERSHIP IN THE TRADEMARKS AND OTHER INTELLECTUAL PROPERTY OF SUCH OTHER RETAIL PLATFORMS AND WEBSITES AND LUXYSOURCE DISCLAIMS RESPONSIBILITY OR LIABILITY FOR THE OPERATION OF SUCH OTHER RETAIL PLATFORMS AND WEBSITES.
Users are prohibited from any action to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the LUXYSOURCE Platform, Website or associated mobile applications. Users shall not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the LUXYSOURCE Platform, Website or associated mobile applications except for the purposes set forth in the LVA or DRPA, as applicable, and as expressly permitted in these terms of service. No licenses or rights are granted to any Vendor, Digital Retail Platform or other user by implication or otherwise under any intellectual property rights owned or controlled by LUXYSOURCE.
VENDOR CONTENT As provided in the LVA, Vendors are solely responsible for any Vendor Content which is uploaded onto the LUXYSOURCE Platform, Website or associated mobile application and/or is uploaded onto any Digital Retail Platform. "Content" means text, graphics, images, music, software, audio, video, information or other materials, including the infrastructure used to provide such Content. "Vendor Content" means all Content that a Vendor posts, uploads, publishes, submits or transmits to be made available through the LUXYSOURCE Platform, Website, or associated mobile application, and/or through Digital Retail Platforms, including information about Vendor and information about and photographs of Vendor Products. The LVA for each Vendor authorizes LUXYSOURCE to process and upload Vendor content to Digital Retail Platforms selected by LUXYSOURCE, but such activity does not reduce or modify Vendor’s responsibility for such Vendor Content. Each Vendor, by executing its LVA, makes extensive representations and warranties regarding Vendor Products and Vendor Content (see the Standard LVA form available through the LUXYSOURCE Website), which are incorporated by reference into and made a part of these terms of service.
GENERAL PROHIBITIONS Users and persons or entities accessing the LUXYSOURCE Platform, Website and associated mobile applications are PROHIBITED from all of the following: Use, display, mirror or frame the LUXYSOURCE Platform, Website or associated mobile applications, or any individual element therein, the LUXYSOURCE name, any LUXYSOURCE trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page. . Access, tamper with, or use non-public areas of the LUXYSOURCE Platform, Website or associated mobile applications, our computer systems, or the technical delivery systems of our providers. Attempt to probe, scan, or test the vulnerability of any LUXYSOURCE system or network or breach any security or authentication measures. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LUXYSOURCE or any of our providers or any other third party (including another user) to protect the LUXYSOURCE Platform, Website, associated mobile applications or Vendor Content.
Attempt to access, monitor, search, copy, download or scrape the LUXYSOURCE Platform, Website, or associated mobile applications, or Vendor Content, for any purpose, through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like), or through the use of any manual process, other than the tools provided by LUXYSOURCE within the Website or by means of generally available commercial third party web browsers, without our express written permission. Take any action that is harmful to, inconsistent with or disruptive of the LUXYSOURCE Platform, Website or associated mobile applications, and/or the beneficial use and enjoyment of the Website by its users, including but not limited to any form of unauthorized automated traffic or scripted scraping, or taking any action that may impose, in our discretion, an unreasonable load on our infrastructure.
Access or use the LUXYSOURCE Platform, Website, associated mobile applications or Vendor Content, to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any website, program, application, service, device, technology, product, or computer program that competes with, provides similar features and functionalities, or enables or provides access to, use of, operation of or interoperation with, the LUXYSOURCE Website or associated mobile applications.
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation. Hack into the LUXYSOURCE Platform, Website, associate mobile platform, or any data base or data storage location maintained or utilized by LUXYSOURCE Use the LUXYSOURCE Platform, Website, associated mobile applications or Vendor Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these terms of service. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the LUXYSOURCE Platform, Website, associated mobile applications or Vendor Content.
LUXYSURCE reserves the right, at any time and without prior notice, to remove or disable access to the LUXYSOURCE Platform, Website, associated mobile applications or any Vendor Content that LUXYSOURCE, at its sole discretion, considers to be objectionable for any reason, in violation of these terms of service or otherwise harmful to the LUXYSOURCE Platform, Website, associated mobile applications or Vendor Content.
CHANGE OR TERMINATION LUXYSOURCE may, without prior notice, change the LUXYSOURCE Platform, Website, associated mobile applications or any services provided thereby; may stop providing the Platform, Website, associated mobile applications or any services provided thereby. We may permanently or temporarily terminate or suspend your access to the LUXYSOURCE Platform, Website, associated mobile applications or services provided by LUXYSOURCE without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of an LVA, these terms of service, or applicable law. Upon termination of this Agreement or your access to the LUXYSOURCE Platform, Website, associated mobile applications or LUXYSOURCE services for any reason or no reason, you will continue to be bound by the terms of the LVA and these terms of service which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
LUXYSOURCE PLATFORM AND WEBSITE PROVIDED “AS IS”...THE LUXYSOURCE PLATFORM, WEBSITE, ASSOCIATED MOBILE APPLICATIONS, SERVICES AND VENDOR CONTENT ARE PROVIDED BY LUXYSOURCE "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. LUXYSOURCE DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. LUXYSOURCE MAKES NO WARRANTY THAT THE LUXYSOURCE PLATFORM, WEBSITE, ASSOCIATED MOBILE APPLICATIONS, SERVICES OR VENDOR CONTENT WILL MEET THE REQUIREMENTS OF ANY USER OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. LUXYSOURCE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY VENDOR PRODUCTS VENDOR CONTENT OBTAINED THROUGH THE LUXYSOURCE PLATFORM, WEBSITE, ASSOCIATED MOBILE APPLICATIONS OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY VENDOR CONTENT OBTAINED THROUGH THE WEBSITE OR ASSOCIATED MOBILE, APPLICATIONS OR SERVICES.
VENDORS ARE SOLELY RESPONSIBLE FOR VENDOR PRODUCTS AND VENDOR CONDUCT AND LUXYSOURCE DISCLAIMS RESPONSIBILITY THEREFOR ALL VENDORS PROVIDING VENDOR CONTENT AND/OR DISPLAYING, MAKING AVAILABLE FOR SALE, OR SELLING VENDOR PRODUCTS UTILIZING THE LUXYSOURCE PLATFORM, WEBSITE AND ASSOCIATED MOBILE APPLICATIONS ARE Directly AND SOLELY RESPONSIBLE FOR SUCH VENDOR CONTENT AND VENDOR PRODUCTS AND ARE THE DIRECT SELLERS OF SUCH VENDOR PRODUCTS TO END USER CUSTOMERS AND/OR DIGITAL RETAIL PLATFORMS. AS PROVIDED IN THE LVA, SUCH VENDORS ARE DIRECTLY AND SOLELY RESPONSIBLE FOR THE ACCURACY, AUTHENTICITY, OWNERSHIP, QUALITY, GRADING, DESCRIPTION AND FUNCTIONALITY OF ALL OF THEIR VENDOR PRODUCTS AND FOR ANY WARRANTY, RETURN, REPAIR AND CUSTOMER SERVICE FOR SUCH VENDOR PRODUCTS. LUXYSOURCE DOES NOT ENDORSE, GUARANTY, WARRANTY OR CERTIFY ANY VENDOR PRODUCT AND DISCLAIMS ANY RESPONSIBILITY FOR VENDOR PRODUCTS AND VENDOR CONTENT.
LUXYSOURCE takes no responsibility and assumes no liability for any Vendor Content uploaded, posted or sent over the LUXYSOURCE Platform, Website, and associated mobile applications and the websites and associated mobile applications of any Digital Retail Platform. Vendors shall be solely responsible for their Vendor Content, Vendor Products and the consequences of uploading, posting, publishing or selling Vendor Products. LUXYSOURCE is only acting as a passive conduit for the transmission of Vendor Content to Digital Retail Platforms.
INDEMNITY Pursuant to the applicable LVA, each Vendor agrees to defend, indemnify, and hold LUXYSOURCE, its managers, officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with such Vendor’s Vendor Content and Vendor Products, as well as any breach of such Vendor’s LVA. Such indemnifications contained in the LVA are hereby incorporated by reference and part of these terms of service.
LIMITATION OF LIABILITY EACH VENDOR, DIGITAL RETAIL PLATFORM AND OTHER USER DOES HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE LUXYSOURCE PLATFORM, WEBSITE, ASSOCIATED MOBILE APPLICATIONS, SERVICES PROVIDED THEREBY AND VENDOR CONTENT REMAINS WITH YOU. NEITHER LUXYSOURCE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE LUXYSOURCE PLATFORM, WEBSITE, ASSOCIATED MOBILE APPLICATIONS, OR SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATIONS, SERVICES, SITE CONTENT , OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATIONS OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATIONS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LXUSYOURCE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL LUXYSOURCE’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATIONS, SERVICES OR SITE CONTENT EXCEED ONE HUNDRED DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LUXYSOURCE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
LUXYSOURCE FACILITIES IN THE UNITED STATES The LUXYSOURCE Platform, Website, associated mobile applications and related services are controlled and operated from its facilities in the United States. LUXYSOURCE makes no representations that the LUXYSOURCE Platform, Website, associated mobile applications and related services are appropriate or available for use in other locations. Those who access or use the LUXYSOURCE Platform, Website, associated mobile applications and related services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You represent and warrant you are not located in a country embargoed by the United States or that has been designated by the United States government as a “terrorist-supporting” country, and that you are not a foreign person or entity blocked or denied by the United States government or otherwise listed on any United States government list of prohibited or restricted parties.
CONTROLLING LAW AND JURISDICTION The LVA and these terms and service shall be governed by and construed in accordance with the laws of the State of New York, applicable to contracts made and performed in such State and without regard to conflicts of law doctrines. Each Party hereby submits to the personal jurisdiction of the federal and state courts located in New York County, State of New York for the purpose of resolution of disputes under this Agreement. All disputes and claims under this Agreement must be brought exclusively in the federal and state courts located in New York County, State of New York. The foregoing does not limit LUXYSOURCE right to pursue violations of its intellectual property in any court of competent jurisdiction anywhere in the world.
NOTIFICATION PROCEDURES LUXYSOURCE may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to Vendors, Digital Retail Platforms and other users via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. LUXYSOURCE reserves the right to determine the form and means of providing notifications to such users, provided that you may opt out of certain means of notification as described in this Agreement. We are not responsible for any “spam” or automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
NOTICES Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by LUXYSOURCE:
- via email (in each case to the address that you provide)
- By posting to the LUXYSOURCE Website or via associated media applications.
ENFORCEMENT The failure of LUXYSOURCE to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LUXYSOURCE. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
HOW TO CONTACT LUXYSOURCE LUXYSOURCE does welcome and encourage Vendors, Digital Retail Platforms and other users to provide feedback, comments and suggestions for improvements to the LUXYSOURCE Platform, Website, associated mobile applications and services relating thereto. If you have any enquiries about these Term of Service or any questions or complaints with respect to the LUXYSOURCE Platform, Website, associated mobile applications and services, please contact us at Support@LUXYSOURCE.com .