TERMS OF USE
DATED: September 2023
Jewelss.co service and network (collectively, the " Service") are operated by Jewelss Co INC, a Delaware incorporated company located at Boston, MA and its affiliates (collectively, " Jewelss.co", " we", or " us"). Our website www.jewelss.co, including any subdomain thereof (the " Platform"), was designed to help our users and the public at large view information regarding our Service, and to use information, content, messages, products, services available via the Platform.
By accessing the Platform, you (the " User" or " you") signify that you have read, understand and agree to be bound by these terms of use (" Terms"), regardless of whether you are a registered member of the Service. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Platform, as well as anyone who owns securities that were originally issued via the Platform. For any terms herein applicable to all Users, all investor members, or business and other entity Users specifically, or where the context otherwise requires, "Users" shall be deemed to include any business or other entity on behalf of which the Platform or Service is accessed by any other User, and "you" shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Platform or Service.
PLEASE REVIEW THESE TERMS CAREFULLY, SPECIFICALLY THE ARBITRATION PROVISION BELOW. THIS AGREEMENT REQUIRES THE PARTIES TO RESOLVE DISPUTES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.
Changes to these Terms of Use
We may make changes to these Terms from time to time in our sole discretion. If we do this, we will post the changed Terms on the Platform and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Terms.
ALL USERS: ELIGIBILITY, LICENSE AND REPRESENTATIONS
Eligibility: General
This Platform is intended solely for Users who, if they are a natural person, are eighteen (18) years of age or older, and any registration by, use of or access to the Platform by any natural person under 18 is unauthorized, unlicensed and in violation of these Terms. By using the Service or the Platform, you represent and warrant that, if you are a natural person, you are 18 or older and that you agree to and will abide by these Terms in their entirety. If you violate any of these Terms, or otherwise violate an agreement between you and us, Jewelss,co may prohibit you from using or accessing the Service or the Platform (or any portion, aspect or feature of the Service or the Platform), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under eighteen (18) years of age.
Proprietary Rights in Platform Content; Limited License
All content on the Platform, including but not limited to designs, text, graphics, pictures, video,information (including, without limitation, data aggregated and compiled by us regarding same sale pairs, total returns and median annual returns of artists, artist markets and specific artworks), software, music, sound and other files, and their selection and arrangement (the " Platform Content"), are the proprietary property of Jewelss.co with all rights reserved, except the copyright to certain images or videos appearing on the Platform may belong to third-parties and we are using such images as a fair and permissible use and/or with the consent of the copyright holder. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Jewelss.co’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Platform. Provided that you are eligible for use of the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Platform Content solely for your use in connection with your use of the Platform or Service, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not republish Platform Content on any Internet, Intranet or Extranet Platform or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of Jewelss.co, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
Restrictions on Data Collection/Termination
Without our prior consent, you may not:
use any automated means to access this Platform or collect any information from the Platform (including, without limitation, robots, spiders, scripts or other automatic devices or programs);
frame the Platform, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over this Platform's pages, or otherwise affect the display of this Platform's pages; engage in the practices of "screen scraping", "database scraping" or any other activity with the purpose of obtaining content or other information; or
use this Platform in any manner that violates applicable law or that could damage, disable, overburden, or impair this Platform or interfere with any other party's use and enjoyment of this Platform.
We may terminate, disable or throttle your access to, or use of, this Platform and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms.
User Content Posted on the Platform
You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, " post") on or through the Service or the Platform, or transmit to or share with other Users (collectively the " User Content"). You understand and agree that Jewelss.co may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of Jewelss.co violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
By posting User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to Jewelss.co an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal or business information posted by other Users on the Platform, but you are not authorized to disclose such information for any purpose.
NO INVESTMENT ADVICE
You acknowledge that Jewelss.co does not provide investment advice or a recommendation of securities or investments.
You should always obtain independent investment and tax advice from your professional advisers before making any investment decisions.
INDIVIDUAL USERS
Registration Data; Account Security
In consideration of your use of the Platform, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration or subscription forms on the Platform or otherwise requested by Jewelss.co (" Individual Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Individual Registration Data, and any other information you provide to Jewelss.co, to keep it accurate, current and complete; (d) promptly notify Jewelss.co regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Platform or Service or the terms on which you use the Platform or Service; and (e) be fully responsible for all use of your Platform Account and for any actions that take place using your Platform Account.
INTELLECTUAL PROPERTY MATTERS
Trademarks
"Jewelss.co" and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Jewelss.co in the U.S. and/or other countries. Jewelss.co's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Jewelss.co.
Copyright Complaints
If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement: Attention: Ozgur Dincer
Full Address of Designated Agent to Which Notification should be Sent: Aydin Sitesi 1. Kisim C-5 Blok D:46, Istanbul Turkey
E-Mail Address of Designated Agent: Ozgur.dincer@jewelss.co
To meet the notice requirements under the Digital Millennium Copyright Act (" DMCA"), the notification must be a written communication that includes the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Platform are covered by a single notification, a representative list of such works at that Platform;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas,feedback or other information about the Platform or the Service (" Submissions"), provided by you to Jewelss.co are non-confidential and shall become the sole property of Jewelss.co. Jewelss.co shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
MISCELLANEOUS TERMS
Links to Other Web Platforms and Content
The Platform contains (or you may be sent through the Platform or the Services) links to other web Platforms (" Third Party Platforms"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the " Third Party Content"). Such Third Party Platforms and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Platforms accessed through the Platform or any Third Party Content posted on the Platform, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Platforms or the Third Party Content. Inclusion of or linking to any Third Party Platform or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Platform and access the Third Party Platforms, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Platform to which you navigate from the Platform.
User Disputes
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Privacy
Please review Jewelss.co's Privacy Policy. By using the Platform or the Service, you are consenting to have your personal data transferred to and processed in the United States. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.
Disclaimers
Jewells.co does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User Content or Third Party Content. Jewelss.co is not responsible for the conduct, whether online or offline, of any User of the Platform or Service. Jewelss.co cannot guarantee and does not promise any specific results from use of the Platform and/or the Service.
The Platform and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Jewelss.co assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Jewelss.co is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Platform or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will Jewelss.co be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Platform or the Service, any User Content or Third Party Content posted on or through the Platform or the Service or transmitted to Users, or any interactions between Users of the Platform, whether online or offline.
Jewelss.co reserves the right to change any and all content contained in the Platform and any Services offered through the Platform at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Jewelss.co.
Governing Law; Venue and Jurisdiction
By visiting or using the Platform and/or the Service, you agree that the laws of the Republic of Turkey, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. By agreeing to the Terms and using the Platform and the Service, you agree to agree to the binding arbitration provisions set forth in these Terms below. To the extent that any Claim (as that term is defined below) is not subject to arbitration under the agreement below, you and Jewelss.co agree to submit to personal jurisdiction in the courts located in Istanbul, Turkey for all purposes, and you agree to waive any jurisdictional, venue, or inconvenient forum objection(s) to such court. Both parties agree that, in any such proceeding and to the maximum extent permitted by law, they are waiving the right to trial by jury.
Arbitration
Either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration. The arbitration shall be conducted in Istanbul, Turkey. As used in this provision, " Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Jewelss.co (or officers, directors, employees, contractors, managers, members, affiliates, parents, subsidiaries, or other persons claiming through or connected with Jewelss.co), on the other hand, in any way relating to or arising out of your relationship with Jewelss.co, including the Platform, the Services, these Terms and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including the validity or enforceability of this arbitration provision, provided that this provision shall not apply to any Claims arising under Federal securities laws. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this arbitration provision is to be given the broadest possible interpretation that is enforceable.
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorney's fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
We agree not to invoke our right to arbitrate an individual Claim that you may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending and jurisdiction is proper only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.
Unless otherwise provided in these Terms or consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not: (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this provision, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this agreement in this paragraph only shall be determined exclusively by a court and not by the administrator or any arbitrator.
This arbitration provision shall survive: (i) suspension, termination, revocation, closure, or amendments to these Terms and the relationship of the parties; (ii) the bankruptcy or insolvency of any party hereto or other party; and (iii) any transfer of any securities, to any other party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions of this arbitration provision shall nevertheless remain valid and in force. If arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings included herein are finally adjudicated to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this arbitration provision.
If any provision of these Terms conflicts with a provision contained in any subscription agreement, share transfer agreement or similar agreement to which you and Jewelss.co are party, the terms of such other agreement shall control and shall be deemed to supercede the provisions of these Terms.
Notwithstanding anything set forth in these Terms, either Jewelss.co or you may apply to any court of competent jurisdiction for injunctive relief without breach of the mandatory arbitration provisions set forth above.
THE PARTIES ACKNOWLEDGE THAT THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT UPON ELECTION OF ARBITRATION BY ANY PARTY. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS AGREEMENT, THE SHARES OR ANY OTHER AGREEMENTS RELATED THERETO. THIS WAIVER OF THE RIGHT TO A JURY TRIAL DOES NOT APPLY TO ANY CLAIMS MADE UNDER THE FEDERAL SECURITIES LAWS.
Indemnity
You agree to indemnify and hold Jewelss.co, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, members, managers, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your User Content, any Third Party Content you post or share on or through the Platform, your use of the Service or the Platform, your conduct in connection with the Service or the Platform or with other Users of the Service or the Platform, or any violation of these Terms or of any law or the rights of any third party. The previous sentence shall not apply to any extent to Users while acting as an investor or while registering as an investor in connection with their: (i) posting of User Content; or (ii) use of the Platform or Service.
No Waiver
The failure of Jewelss.co to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.