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  • LOCAL ARTIST DESIGNED - HAND PRINTED

  • LOCAL ARTIST DESIGNED - HAND PRINTED WITH LOVE

Terms of service

These Terms of Service ("Terms") govern your access to and use of the website shop.nyismyhappyplace.com (the "Site") and any related services, content, or functionality offered by Happy Place Design LLC, doing business as New York Is My Happy Place ("Company," "we," "us," or "our").

By accessing, browsing, or using the Site, or by purchasing any products from us, you agree to be legally bound by these Terms, our Privacy Policy, and any additional policies referenced herein. If you do not agree to these Terms, you must not use the Site or Services.

Retail Terms of Service

1. Eligibility and Acceptance

You represent and warrant that you are at least the age of majority in your jurisdiction, or that you have obtained parental or legal guardian consent to use the Site. Use of the Site for any illegal or unauthorized purpose is strictly prohibited.

Acceptance of these Terms is expressly limited to the provisions contained herein. Any additional or different terms proposed by you are rejected unless expressly agreed to in writing by us.

2. Changes to the Terms

We reserve the right to modify or update these Terms at any time in our sole discretion. Changes will be effective upon posting to the Site. Your continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

3. Online Store and Platform Provider

Our online store is hosted by Shopify Inc., which provides the ecommerce platform enabling us to sell products and services. Your use of the Site may also be subject to Shopify’s terms and policies.

4. Products, Availability, and Pricing

All products are offered subject to availability. We reserve the right to:

  • Limit sales by person, household, geographic region, or jurisdiction

  • Discontinue any product at any time without notice

  • Modify product descriptions, pricing, or availability

Prices are subject to change without notice. Product images and colors are displayed as accurately as possible; however, we do not guarantee accuracy due to variations in display technology.

5. Orders, Billing, and Account Information

We reserve the right to refuse, cancel, or limit any order for any reason, including suspected fraud, unauthorized activity, or reseller activity. If an order is canceled, we may attempt to notify you using the contact information provided.

You agree to provide current, complete, and accurate billing and account information and to promptly update such information as needed.

6. Shipping, Returns, and Refunds

Shipping timelines, return eligibility, exchanges, and refunds are governed by our Return & Refund Policy, which is incorporated by reference into these Terms.

7. User Conduct and Prohibited Activities

You agree not to use the Site or Services to:

  • Violate any applicable law or regulation

  • Infringe upon intellectual property rights

  • Engage in fraudulent, abusive, or deceptive conduct

  • Upload malware, viruses, or harmful code

  • Collect or misuse personal information of others

  • Harass, discriminate, or threaten any individual or group

  • Circumvent security or access controls

We reserve the right to suspend or terminate access for violations of this section.

8. User Submissions and Feedback

Any content, feedback, suggestions, or materials you submit to us ("Submissions") may be used by us without restriction, compensation, or obligation. You represent that you have the legal right to submit such content and that it does not violate any third-party rights.

9. Third-Party Services and Links

The Site may contain links to third-party websites or services. We are not responsible for the content, policies, or practices of any third parties. Your interactions with third parties are solely between you and the third party.

10. Intellectual Property

All content on the Site, including trademarks, designs, graphics, text, images, and software, is owned by or licensed to Happy Place Design LLC and is protected by intellectual property laws. Unauthorized use is strictly prohibited.

11. Disclaimer of Warranties

THE SITE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

We do not guarantee uninterrupted, secure, or error-free operation of the Site.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAPPY PLACE DESIGN LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR PRODUCTS, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless Happy Place Design LLC and its officers, directors, employees, contractors, and affiliates from any claims, damages, losses, or expenses arising from your violation of these Terms or misuse of the Site.

14. Termination

We may suspend or terminate your access to the Site at any time without notice if we believe you have violated these Terms. All provisions that should reasonably survive termination shall remain in effect.

15. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles. Any disputes shall be resolved exclusively in the state or federal courts located in New York.

16. Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms, together with our Privacy Policy and other posted policies, constitute the entire agreement between you and us regarding the Site and supersede all prior agreements.


Wholesale Terms of Service

These Wholesale Terms of Service (“Terms”) govern all wholesale transactions between Happy Place Design LLC (“Company,” “we,” “us,” or “our”) and the approved wholesale purchaser (“Buyer”).

These Terms supersede any conflicting retail terms and apply to all wholesale orders.

By placing a wholesale order, Buyer agrees to be legally bound by these Terms.

1. Wholesale Account Approval & Revocation

Wholesale purchasing is available solely to approved retail businesses. Approval is granted at Company’s sole discretion.

We reserve the right to:

  • Approve or deny any wholesale application

  • Revoke wholesale privileges at any time

  • Refuse service for brand misrepresentation, policy violations, unauthorized resale channels, pricing violations, or conduct deemed harmful to the Company

Termination may occur with or without notice.

2. Minimum Orders & Production Requirements

Minimum opening orders and reorder quantities may apply and will be communicated at the time of account approval or ordering.

We reserve the right to:

  • Modify minimum order requirements at any time

  • Adjust style availability

  • Discontinue products without notice

All orders are subject to product availability and production capacity.

3. Payment Terms – Advance Payment Required

All wholesale orders must be paid in full prior to production or shipment unless otherwise agreed in a separate signed written agreement.

We do not extend credit terms unless expressly documented in writing.

Failure to remit timely payment may result in:

  • Order cancellation

  • Delayed production

  • Suspension of wholesale privileges

Buyer is responsible for all collection costs, including reasonable attorneys’ fees, if payment is not received.

4. Pricing & Confidentiality

Wholesale pricing is confidential and proprietary. Buyer agrees not to disclose wholesale pricing to third parties.

We reserve the right to:

  • Change pricing at any time without prior notice

  • Correct typographical or pricing errors

  • Issue updated invoices reflecting correct pricing

Pricing is not guaranteed until invoice issuance.

5. Product Representation & Production Variance Policy

5.1 Product Images & Mockups

All product images, mockups, and website representations are for illustrative purposes only.

Due to differences in:

  • Screen calibration

  • Photography lighting

  • Digital rendering

  • Fabric dye lots

  • Ink batches

  • Production methods

Actual delivered goods may vary from images displayed online or in line sheets.

Buyer acknowledges that digital representations are not guarantees of exact replication.

5.2 Industry-Standard Production Variances

Buyer expressly acknowledges and agrees that the following are standard and acceptable within the apparel and print industry:

  • Slight color shifts between production runs 

  • Subtle temporary color variation from where the fabric was exposed to the heat of the printing press.

  •  ink saturation, distressing, texture, or finish

  • Minor differences in print placement (up to 0.5–1 inch tolerance)

  • Differences in garment dye lots

  • Fabric blend or mill substitutions due to availability

  • Intentional irregularities consistent with vintage, hand-drawn, distressed, or specialty aesthetic treatments

Reorders are not guaranteed to be exact matches to previous production runs.

5.3 No Guarantee of Exact Match

Company does not guarantee:

  • Exact color matching between separate orders

  • Exact duplication of prior production runs

  • Identical scale or placement across garment sizes

  • Exact consistency between different garment styles

If Buyer requires precise replication, a paid pre-production sample must be requested and approved in writing prior to full production.

Failure to request a sample constitutes acceptance of standard production variance.

6. Shipping, Freight & Risk of Loss

Buyer is responsible for:

  • Shipping costs

  • Freight charges

  • Insurance (unless otherwise agreed)

  • Customs duties and taxes

Shipping method and carrier are determined at Company discretion unless otherwise arranged in writing.

Title and risk of loss transfer to Buyer upon delivery to the carrier.

Company is not liable for shipping delays caused by carriers, weather, customs, labor disruptions, or events beyond our control.

7. Inspection, Acceptance & Claims

All shipments must be inspected within 48 hours of delivery.

Claims for:

  • Manufacturing defects

  • Shortages

  • Incorrect items

Must be submitted in writing within 48 hours after delivery and include:

  • Order number

  • Clear photographs of packaging and merchandise

  • Detailed written explanation

Failure to notify Company within this period constitutes full acceptance of goods and waiver of claims.

7.1 Non-Qualifying Claims

The following do not constitute defects and are not grounds for return, refund, chargeback, or payment refusal:

  • Minor color variation

  • Slight print placement differences

  • Differences between digital mockups and physical goods

  • Variances between separate production runs

  • Subjective dissatisfaction with vibrancy or aesthetic

Company retains sole discretion in determining whether goods qualify as defective.

8. Returns & Chargebacks

All wholesale sales are final unless Company determines that goods contain a verified manufacturing defect.

Approved remedies may include:

  • Replacement of defective units

  • Wholesale credit

Refunds are issued only at Company’s discretion.

Unauthorized returns will be refused.

Buyer agrees not to initiate chargebacks without first providing written notice and allowing Company an opportunity to resolve the issue.

Improper chargebacks constitute breach of contract and Buyer shall be responsible for all associated fees and recovery costs.

9. Resale Restrictions & Brand Protection

Buyer agrees:

  • To sell only from approved retail locations

  • Not to sell on third-party marketplaces (including Amazon, Etsy, eBay, Walmart, or similar platforms) without prior written consent

  • To comply with any Minimum Advertised Pricing (MAP) policy, if implemented

  • To represent the brand consistent with its positioning

Violation may result in immediate termination and legal remedies.

10. Intellectual Property Protection

All artwork, designs, graphics, logos, and product concepts remain the exclusive intellectual property of Company.

Buyer may not:

  • Replicate or manufacture similar designs

  • Modify or repackage goods

  • Use artwork beyond resale of purchased products

  • Create derivative works

  • Use designs for private label production

Unauthorized use constitutes intellectual property infringement subject to injunctive relief, damages, and recovery of legal fees.

11. Disclaimer of Warranties

All products are provided “AS IS” and “AS AVAILABLE.”

To the fullest extent permitted by law, Company disclaims all express or implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

12. Limitation of Liability

To the fullest extent permitted by law:

Company shall not be liable for:

  • Lost profits

  • Loss of business opportunity

  • Business interruption

  • Indirect, incidental, special, or consequential damages

Company’s total liability shall not exceed the amount paid for the specific order giving rise to the dispute.

13. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Company and its affiliates from any claims, damages, losses, liabilities, and expenses (including attorneys’ fees) arising from:

  • Buyer’s resale practices

  • Buyer’s misuse of products

  • Buyer’s violation of these Terms

  • Buyer’s infringement of third-party rights

14. Force Majeure

Company shall not be liable for delays or failure to perform due to events beyond reasonable control, including but not limited to acts of God, labor shortages, supply chain disruptions, governmental actions, pandemics, or material shortages.

15. Termination

Company may suspend or terminate wholesale privileges at any time.

Sections relating to intellectual property, indemnification, limitation of liability, confidentiality, and dispute resolution survive termination.

16. Governing Law & Venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

All disputes shall be resolved exclusively in the state or federal courts located in New York County, New York.

Buyer consents to personal jurisdiction in such courts.

17. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior discussions or agreements.

No waiver shall be deemed continuing unless in writing.

 

18. Mandatory Binding Arbitration & Class Action Waiver

18.1 Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to these Terms, any wholesale transaction, the products sold, or the relationship between the parties (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration.

Arbitration shall:

  • Be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules

  • Be conducted in New York County, New York

  • Be decided by a single arbitrator

  • Be conducted in English

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

18.2 Waiver of Jury Trial

Buyer knowingly and voluntarily waives any right to a jury trial in any proceeding arising out of or relating to these Terms.

18.3 Class Action Waiver

Buyer agrees that arbitration shall be conducted solely on an individual basis.

Buyer waives any right to:

  • Participate in a class action

  • Participate in a collective action

  • Participate in a representative proceeding

  • Consolidate claims with other parties

The arbitrator may not consolidate multiple claims or preside over any class or representative proceeding.

18.4 Injunctive Relief Exception

Notwithstanding the foregoing, Company may seek immediate injunctive or equitable relief in state or federal court in New York to protect its intellectual property, confidential information, or brand rights.

19. Personal Guarantee (For Privately Held Retailers)

If Buyer is a corporation, LLC, partnership, or other business entity that is not publicly traded, the individual signing on behalf of Buyer (“Guarantor”) personally and unconditionally guarantees full payment and performance of all obligations owed to Company.

The Guarantor agrees:

  • To be jointly and severally liable for all unpaid balances

  • To be personally responsible for collection costs and attorneys’ fees

  • That this guarantee is continuing and irrevocable

Company may pursue the Guarantor directly without first seeking recovery from the business entity.

This guarantee survives termination of the wholesale relationship.

20. Liquidated Damages for Intellectual Property Violations

Buyer acknowledges that unauthorized copying, reproduction, manufacturing, modification, or derivative use of Company’s designs would cause substantial and irreparable harm, the amount of which would be difficult to calculate.

Accordingly, Buyer agrees that in the event of:

  • Unauthorized reproduction of artwork

  • Development of derivative designs

  • Private label replication

  • Manufacturing of substantially similar goods

  • Unauthorized marketplace sales in violation of Section 9

  • Use of Company intellectual property beyond resale

Buyer shall pay liquidated damages equal to:

The greater of:

  • Three (3) times the gross revenue generated from the infringing product(s), OR

  • $25,000 per infringed design

In addition to:

  • Immediate injunctive relief

  • Recovery of attorneys’ fees and court costs

  • Destruction of infringing inventory at Buyer’s expense

Buyer agrees that this liquidated damages provision is reasonable and not a penalty, but a fair estimate of harm.

Contact Information

Happy Place Design LLC
Email: hello@nyismhappyplace.com

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