THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF JURY TRIAL. PLEASE READ IT CAREFULLY BEFORE AGREEING.

Terms of Service

Last Updated: 9/17/2020

Resonance Stores LLC  (hereinafter “we” or “us”) provides this website (www.shopberesonant.com) (the “Site”) and the associated data, services, information, tools, functionality, and similar materials delivered or provided by us (collectively, together with the Software, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms of Service agreement (the “Agreement”).

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with us. If you do not agree to these terms and conditions, you may not use the Service.

This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Service and/or otherwise making you aware of the changes. Your continued use of the Service following our notice of changes to this Agreement (or other method of legal acceptance) means you accept such changes. Please refer to the “Last updated” date above to see when this Agreement was last updated.

License 

As long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive license to access, receive, and use the Service. No rights not explicitly listed are granted.

Incorporated Terms

The following additional terms are incorporated into this Agreement as if fully set forth herein:

• Privacy Policy – available at https://shopberesonant.com/pages/privacy-policy
• Copyright Policy – available at (included below)
• Complaint Policy – available at (included below)

Services Overview

The Service will, among other things, act as a virtual multi-brand marketplace, offering both retail and wholesale products for purchase by individuals and corporate entities (“Customers” or “you” or “your”), and providing a sales channel and visibility to the brands whose products, appear on the Service. 

You may purchase products through the Service on a guest basis, by creating an account for the Service  (if and when such functionality becomes available directly), or indirectly by using a new or existing integrated account partner, such as Shopify (each direct or indirect account is referred to in this Agreement as an “Account”).

Each Account must be paired with one or more payment methods (“Payment Method”), including without limitation your bank account, payment account, credit card number, your credit card verification or other security code, the expiration date of your credit card, and your billing address.  An Account may allow you to check out more quickly.

You must keep your username and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your Account or any use of the Account by others.

If you are ordering as a guest, you must provide a Payment Method at the time of placing your order.

All information about your Payment Method(s) must be accurate and complete before placing your order, through your Account or as a guest shopper. Verification of information may be required prior to the completion of an order or acknowledgment of any Payment Method.

For Customers seeking to purchase products through the Service on a wholesale basis, please contact us at hello@shopberesonant.com for additional terms of sale, including minimum order quantities and lead times for such products and orders, as well as other terms which shall form a part of this Agreement (except as expressly addressed in such wholesale agreement), and are hereby incorporated by reference as if such terms were fully set forth herein.

Eligibility

By requesting to use, registering to use, and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of its terms and conditions.

Some parts or all of the Service may not be available to the general public, and we may impose eligibility rules from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time.

Important Notices

We do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

IN THE EVENT THAT THE SERVICE IS DISCONTINUED, OR SUSPENDED, WE MAY, AT OUR SOLE DISCRETION EITHER FULFILL ANY ORDERS THAT YOU HAVE PLACED, OR CANCEL THOSE ORDERS AND ISSUE YOU A REFUND.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.

Payments and Account Closures

Prices for goods and other charges including, but not limited to shipping and handling, do not include federal, local, foreign, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which shall be your responsibility (“Payment”). If we are required to pay Taxes on your behalf, your Payment Method shall be charged for such Taxes.

YOU MAY CLOSE YOUR ACCOUNT AT ANY TIME, BUT YOU MAY NOT RECEIVE A REFUND FOR RETURNED ORDERS PLACED PRIOR TO CLOSING YOUR ACCOUNT, OR SUCH REFUNDS MAY BE DELAYED.

IF YOU HAVE A DIRECT ACCOUNT WITH US AND WISH TO CLOSE YOUR ACCOUNT, PLEASE SEND AN E-MAIL TO HELLO@SHOPBERESONANT.COM.  IF YOUR ACCOUNT IS WITH SHOPIFY, PLEASE FOLLOW THE ACCOUNT CLOSURE DIRECTIONS PROVIDED BY SHOPIFY.

To collect and/or process Payments, we use a third-party to process payments (the “Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. You agree to provide accurate and complete information about you and your chosen Payment Method. You authorize us to share such information as well as transaction information with the Payment Processor, and understand that the Payment Processor will share information with us. You agree to make payment using the Payment Method you provided, and you authorize us, through the Payment Processor, to charge your Payment Method at the time(s) of and in the amount(s) associated with your order(s). We reserve the right to correct any errors or mistakes the Payment Processor makes even if it has already requested or received payment. You represent and warrant that you have the legal right to use any credit card(s), debit card(s), or other payment means used to initiate any transaction.

Terms of Sale

We currently sell and ship products principally to addresses in the United States. To enquire about other shipping destinations, please contact us at hello@shopberesonant.com. Shipping charges will be presented to you at checkout. We reserve the right to decline to ship goods outside the United States, in our discretion.

When you submit your order, your Payment Method will be charged. Applicable taxes, shipping and handling fees, if any, may be added to your order, depending on your location of shipment or the type of products you purchase.

Our shipment, cancellation, and returns policy is posted https://shopberesonant.com/pages/privacy-policy (“Returns Policy”) and is incorporated into this Agreement by reference. The following apply unless otherwise provided in the Returns Policy:

• We may decline an order, for any reason or no reason, and you may cancel an accepted order at any time prior to shipment. If we cancel or decline your order for any reason, either before or after acceptance by us, we will refund your Payment Method and will make reasonable efforts to contact you to inform you of its cancellation or non-acceptance. Should an order which uses an incorrect, expired, or declined Payment Method be processed, we reserve the right to collect Payment for such transaction, and you agree to be liable for any fees, including but not limited to attorney’s fees and collection costs, that we may incur in our efforts to collect such unpaid balance from you, plus interest at the highest rate permitted by law.
• Orders generally ship via third party carriers within 10-14 business days after we accept your order. Title and risk of loss for any purchase will pass to you upon our delivery to the carrier.  Actual delivery date will vary depending on the carrier and your location.
• To make a change to your order or shipment address, an exchange, or to cancel your purchase, you must contact us at hello@shopberesonant.com before your order ships. No cancellations or changes are permitted after shipment. Any change to an order may cause a delay in shipping and/or delivery.  If that is the case, we will make reasonable efforts to notify you of the delay.  If you approve of the delay, we will proceed to ship the changed order.
• Occasionally, customers will want to return or exchange certain products they have purchased through the Service though it was delivered and free of defects. To begin the process of returning a non-defective product please e-mail us at hello@shopberesonant.com prior to shipping any items back to us. Depending on the product, we may not be able to exchange it or offer you a refund, for instance if the product was marked as “final sale” or with similar language.  If your product is eligible for a refund or exchange, we will issue a you a return authorization, and you must return it to us within thirty (30) days of the delivery of the item, provided that the returned product(s) is still in its original condition and that you pay for shipping and handling charges. We may inspect returned products upon receipt by us, and may only refund your purchase price or exchange the item if your returned product is in acceptable condition. The return of certain items may be subject to a restocking fee.  If a return is declined, we will return the product to you at the address to which you originally indicated it should be shipped. Upon acceptance of a return, we will refund the purchase price through your Payment Method. Shipping and handling charges are not refundable.  However, in the event that a product you order arrives damaged, we will pay for the return shipping and handling charges and you may opt for a refund of purchase price, an exchange, or a store credit.

We recommend that all items be secured immediately upon delivery. If shipped to any street address (not a P.O. Box) you are responsible for arranging for a responsible individual to be present at the time of delivery and for the order to be properly received and secured. Any individual at the delivery address who accepts delivery is conclusively presumed to be authorized to receive the delivery. We are not responsible should such an individual not be authorized to accept such delivery. You agree that your sole method of recourse for unauthorized delivery resides with the carrier of your order. We are not responsible should you enter any incorrect or inaccurate destination data in your order. If no one is present at the designated location, your shipment may be left at the designated destination at the discretion of the carrier.

If you have a complaint or dispute concerning an order, please contact us at hello@shopberesonant.com, and we’ll try to fix the problem. We reserve the right to address any complaints or disputes in our discretion, which may include, but is not limited to, us making revisions to your order to correct any error, issuing you a refund or credit, or cancelling your order and issuing you a refund or credit.

We value your input about our Service and the products offered through the Service. We may ask directly or use a third-party agent for purchaser surveys and you agree and hereby consent that we, or our authorized agent, may contact you to request a review, feedback, or commentary regarding our products and Services. You also agree that review, feedback, and commentary you post or that you submit to us shall constitute Content (as defined below) under this Agreement.

Rules of Conduct

Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

You represent and warrant:

• that you are primarily responsible and liable to us for the acts and omissions, and violations of this Agreement, of any and all users of your Account;
• that the information that you have provided on the Service is complete, accurate and true, and that you will update it as necessary;
• you are qualified and authorized to post, upload, communicate with other users about, and make decisions based upon, the materials or information that you make available, if any, or that is otherwise available on, the Service, as required by applicable law, regulation and best industry standards; and
• you are not a competitor of ours, and are not otherwise acting on behalf of one of our competitors.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service.

You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:

• is unlawful or encourages another to engage in anything unlawful;
• contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;
• violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or
• is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.

You further agree that you will not do any of the following:

• breach, through the Service, any agreements that you enter into with any third parties;
• stalk, harass, injure, or harm another individual through the Service;
• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
• interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
• transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
• attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;
• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• harvest or collect the e-mail address, contact information, or any other personal information of other users of the Service;
• use any means to crawl, scrape or collect content from the Service via automated or large group means;
• make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;
• impersonate any other person or business;
• attempt to access or access any portion of the Service that is not public; or
• attempt to override or override any security measures in place on the Service.

You are not licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.

Notwithstanding anything to the contrary herein, we reserve the right, in our sole discretion, to protect users from violators and violations of these rules of conduct, including but not limited to restricting your access to or use of the Service, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

Content Submitted or Made Available to Us

You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce and otherwise use content you make available to us.

If you do choose to submit any Content to the Service, or otherwise make available any Content through the Service, you hereby grant to us a perpetual, irrevocable, transferable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works from any such Content for purposes of providing the Service, including without limitation distributing part or all of the Content in any media format through any media channels, including but not limited to the right to commercially use the rights of publicity, persona, trademark, image and name of the individuals and entities depicted in such Content.

By submitting any Content or Submissions to us you hereby agree, warrant and represent that: (a) the provision of the Content and Submissions is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true; (c) we shall be entitled to use or disclose the Content or Submissions in any way, in accordance with this Agreement, our Privacy Policy, available here https://shopberesonant.com/pages/privacy-policy; and (d) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

Our Intellectual Property

Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

Data Collection and Use

You understand and agree that our Privacy Policy, https://shopberesonant.com/pages/privacy-policy, shall govern the collection and use of data obtained by us through your use of the Service.

Enforcement and Termination

We reserve the right to deny all or some portion of the Service to any user, in our sole discretion, at any time, and to terminate any user at any time. Without limiting the foregoing or assuming additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.

All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.

In the event that we terminate a user without cause, we may, but are under no obligation to, issue to such user a refund of any orders which have been placed, but have not yet been fulfilled.

Third Party Links

The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third parties. We do not endorse any third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

Publicity

For wholesale customers only: You acknowledge and agree that we may make public the execution of this Agreement or your use of the Service for marketing purposes. You agree that we may include your name, logo (if applicable), and image and likeness (if applicable) on the Site, a list of our retail outlets, in “find a store” materials, and in other marketing materials, which may be made public, and grant to us an irrevocable, perpetual, worldwide, royalty free, freely assignable and transferable license to your name, address, logo, and image and likeness (if applicable) to do so.

Disclaimers and Limitation on Liability

EXCEPT WHERE PROHIBITED BY LAW OR AS OTHERWISE EXPRESSLY PROVIDED HEREIN, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE AND ANY GOODS OR PRODUCTS OFFERED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE AND ANY GOODS OR PRODUCTS OFFERED THEREIN. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ABOUT ANY GOODS OR PRODUCTS OFFERED THEREIN, BUT NOT DIRECTLY BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. WE HAVE NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF SUCH CONTENT, AND MAKE NO REPRESENTATIONS ABOUT SUCH CONTENT. THE RESPECTIVE AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE BASED UPON SUCH CONTENT.

USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE (EXCEPT AS PROVIDED IN OUR PRIVACY POLICY OR AS REQUIRED BY LAW) OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS PROHIBITED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE AND ANY GOODS OR PRODUCTS OFFERED THEREIN, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE OR ANY GOODS OR PRODUCTS YOU PURCHASE THROUGH THE SERVICE.

Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then, to the maximum extent permissible by law, you agree that neither we nor any of our subsidiaries, affiliated companies, suppliers, employees, members, shareholders, officers or directors shall be liable for (1) any damages in excess of $500.00, or (2) any indirect, incidental, punitive, exemplary, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service or any goods sold or provided by us. This limitation shall apply regardless of the basis of your claim, whether other provisions of this Agreement have been breached, or whether or not the limited remedies provided herein fail of their essential purpose.

This limitation shall not apply to any damage that we cause you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.

SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

Indemnification

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, affiliates, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service, if any, (b) your access to or use of the Service, (c) your violation of this Agreement, (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, and (e) destruction of real or tangible property or personal injury, including but not limited to death, arising from or relating to your actions or inactions.

Governing Law and Jurisdiction; Arbitration

Except as otherwise restricted by applicable law, you agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and us shall have one (1) arbitrator, unless the amount in dispute exceeds $250,000, in which case there shall be three (3) arbitrators.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: Resonance Stores LLC, 59 Chelsea Piers, Suite 5926, New York, NY 10011.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) under its rules then in effect, shall be conducted in English, and shall be located in New York, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

Each party to this Agreement agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, each party hereby agrees to, and does, waive any right to a jury trial.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

Policies for Children

The Service is not directed to individuals under the age of 13. In the event that we discover that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children's Online Privacy Protection Act. Please see the Federal Trade Commission's website for (www.ftc.gov) for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

General

Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

Revisions. This Agreement is subject to change on a prospective basis at any time. In the event that we change this Agreement, you may be required to re-affirm the Agreement through use of the Service or otherwise. Your use of the Service after the effective date of any changes will constitute your acceptance of such changes.

No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

Assignment. We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: Resonance Stores LLC, 59 Chelsea Piers, Suite 5926, New York, NY 10011, or sent via e-mail to hello@shopberesonant.com.

Equitable Remedies. You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Force Majeure. In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from a force majeure event.

Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.

Copyright Policy

If you believe in good faith that any material posted on our Services infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

• A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed;
• Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
• Information reasonably sufficient to permit us to contact you;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent: 

Copyright Agent

Resonance Stores LLC

59 Chelsea Piers, Suite 5926

New York, NY 10011

hello@shopberesonant.com

Complaint Policy (Including Trademark and Privacy)

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to hello@shopberesonant.com containing the following information:

• Your name, physical address, e-mail address and phone number;
• A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
• Identification of the location of the material on the Service;
• If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
• If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
• A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and
• Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

All notices given by you or required under this Agreement shall be in writing and addressed to: Resonance Stores LLC, 59 Chelsea Piers, Suite 5926, New York, NY 10011, or sent via e-mail to hello@shopberesonant.com.