Welcome to the User Agreement for World Gem Trade Inc. (the "Company") (the "Agreement"). This Agreement describes the terms and conditions applicable to the use of the World Gem Trade desktop application and associated domain https://secure.worldgemtrade.com (the "Application") by authorized users. If you do not agree to be bound by the terms and conditions of this Agreement, do not use the Application or access our services.
Use of the Application in any manner, as a Dealer (defined below), including browsing, activating an account with us, posting Listings and receiving news bulletins by e-mail from the Company is governed by this Agreement.
The Company reserves the right to modify or change the Agreement at any time without prior written notice to the Dealer and it is the responsibility of the Dealer to read the Agreement carefully each time they access the Application.
1. Dealers are the Only Authorized Users
1.1 Dealer. A Dealer is a person or company who has provided its name, telephone number, e-mail address, postal address and initial subscription fee to the Company. A Dealer can submit a Listing for the Company to post on the Application.
1.2 Dealer Eligibility. For a Dealer to register, it must have a valid license issued by the governmental, regulatory, or jewelry industry association body in the province, state, or territory in which the Dealer operates, to sell jewelry related products or services (the "Dealer License"). The Company reserves the right to request such documentation to confirm a valid and subsisting Dealer License at any time. By registering as a Dealer, you represent that you have the authority to bind the entity to this Agreement.
1.3 Dealer Information is Business Information. Dealer agrees that any and all information submitted pursuant to this Agreement is business information. Without limiting the foregoing, Dealer agrees any and all information submitted pursuant to this Agreement including name, telephone number, e-mail address and postal address are business information. Dealer specifically represents to the Company that any and all information submitted pursuant to this Agreement is not personal information.
1.4 Dealers must be over 18 years of age. You hereby confirm that this is the fact. If we find out a Dealer is in fact a minor, we will reject any submitted Listing
2. The Company is a Venue.
2.1 The Company is not a Seller or Buyer. The Company is not a Seller or Buyer. The Application acts as a venue to allow Dealers to list each Dealer's inventory and offer and sell jewelry related products or services ("Seller Dealer"), and for Dealers to buy inventory ("Buyer Dealer"). The Company is not involved in the actual transaction between Buyer Dealers and Seller Dealers. As a result, the Company has no control over the quality, safety or legality of the items advertised the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. The Company cannot ensure that a Buyer Dealer and Seller Dealer will actually complete a transaction.
2.2 Identity Verification. Because user authentication is difficult, the Company does not confirm each user's purported identity. The Company encourages you to communicate directly with potential Dealers and to use your common sense and judgment in dealing with them.
2.3 Release. Because the Company is a venue, in the event you have a dispute with one or more Dealers, you release the Company (and its parent and subsidiaries and joint ventures and all such persons, officers, directors, agents, employees, and associations) from all claims, demands, and damages (actual and consequential) of every kind, nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
2.4 Information control. We do not control the information provided by other Dealers, which is made available through the Application. You may find other Dealer's information to be offensive, harmful, inaccurate, or deceptive.
2.5 Please use caution , common sense and practice safe trading when using the Application. Please note there are also risks of dealing with foreign nationals, underage persons or persons acting under false pretence. By using this Application, you agree to accept such risks and the Company is not responsible for the acts or omissions of its users.
2.6 Monitoring. World Gem Trade has the right, but not the obligation, to monitor or log any World Gem Trade activity or use of the service. You consent to any such monitoring and logging that is necessary to satisfy any law, regulation or other government request, or to enhance operation efficiencies, to improve service levels, to assess client satisfaction, or to protect World Gem Trade or its clients from unwanted use of certain services or application. World Gem Trade reserves the right to delete, remove or block access to any internet capability, content, information or third party products or services available or transmitted through the service that World Gem Trade, in its sole discretion, believes is unacceptable or in violation of these terms and conditions.
3. Subscription for Service and Transaction Payment
3.1 Monthly Subscription Fees. Dealers shall pay a monthly subscription fee as outlined in the fee schedule that is currently published by World Gem Trade Inc. by way of pre-authorized payment, credit card or monthly invoice.
3.2 Charges and Payment. All service use, access fees and other charges, including taxes, are due and payable as specified by World Gem Trade on invoices to the company paying the bill or as otherwise arranged by World Gem Trade. Charges will be deemed to be correct if not disputed by you within thirty (30) days of the invoice dated. Your service use, access fees and other charges will continue until the service is terminated. If the company changes its place of business to another province or country a different World Gem Trade rate plan may apply to the service.
3.3 Termination / Suspension of service. Unless otherwise agreed, you may terminate your service at any time by providing World Gem Trade with thirty (30) days written notice. Upon termination of service, and before the end of the agreed upon contract date, a termination charge equivalent to the lesser of 50% of the total billable contract rate for the remaining months in the contract or $2,000.00 will be assessed upon termination.
3.4 World Gem Trade may suspend or terminate the service and this agreement at any time, without any notice or liability if you fail to pay any amount that is overdue by thirty (30) days.
3.5 Transfer of Account. A Dealer account cannot be transferred or sold to another party without the expressed written permission of the Company.
4. Content, Copyrights and Limitations on Use of Content.
4.1 Content. The Application's content includes text, graphics, logos, button icons, images, universal resource locators ("URLs") or any other information posted from time to time on the Application by the Company, and includes the arrangement of text, graphics, logos, button icons, images or URLs on the Application.
4.2 Copyrights. The Content is the exclusive property of the Company and is protected by Canadian copyright laws. All rights not expressly granted in this Agreement are reserved.
4.3 Use of Content. The Content may be displayed, reformatted and printed for your personal use only. By using the Application, you agree not to reproduce, retransmit, distribute, disseminate, display, sell, publish, broadcast or circulate the Content to anyone without the prior written consent of the Company.
4.4 The Company reserves the right not to post, or to remove any such data or materials without notice, without liability to the Company. If the Company is made aware of Dealer content that is potentially (i) libelous, defamatory, scandalous, or otherwise unacceptable, undesirable or objectionable, or (ii) in violation of any law, regulation, or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy, then the Company may, in its sole discretion, investigate the charge and determine if removal of the content is warranted.
5. Disclaimer of Warranties and Liability
5.1 Due to the number of sources from which the Content may be obtained, and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in the Content and the Application.
5.2 While the Listings posted to the Application become the property of the Company, they still represent the information of Dealers. The Company does not take responsibility for the accuracy and completeness of Listings. It is the responsibility of the end user to evaluate the accuracy, completeness, and/or usefulness of any information, opinion, advice, or other content found on the Application. The Company cannot guarantee that Dealers presenting themselves as sellers are actually sellers, though the Company has policies in place to prevent this kind of misuse of our Application. If the Company finds a Dealer has submitted a false or misleading Listing, the Company will delete the Listing from the Application. The Company reserves the right to reject subsequent submissions from such Dealers.
5.3 No Warranty. The company, its subsidiaries, officers, directors, employees and suppliers provide the application and services "as is" and without any representation, warranty or condition, express, implied or statutory. We specifically disclaim any implied representation, warranties of title, merchantability, merchantable quality, fitness for a particular purpose and non-infringement, and those arising by law or through a course of dealing or usage of trade, unless specifically required by law.
5.4 Liability Limit. In no event shall the Company, its subsidiaries, officers, directors, employees or its suppliers be liable for lost profits or any special, incidental, consequential, indirect or punitive damages arising out of or in connection with our application. If you are dissatisfied with the application and the content thereon, or the terms and conditions, your sole and exclusive remedy is to discontinue use of the application. If any portion of this limitation is found to be invalid or unenforceable for any reason, then the Company's total liability to you shall in no event exceed one hundred dollars ($100.00).
6. Use of Application.
6.1 Listing Submissions. Dealers must be legally able to sell the item(s) submitted for Listing on the Application. Dealers must describe items and all terms of sale on the listing page of the Application. Dealer's Listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All listed items must be listed in an appropriate category.
6.1.1 Listings on the Application are based on information provided by Dealers about their inventory or by the Company employees who have contacted Dealers to submit a Listing. Dealers may not post or otherwise make available on the Application any material that is protected by a copyright, trade-mark or other proprietary right without the expressed permission of the owner. Dealers agree to assume sole liability for any damage resulting from infringement of any copyrights, trade-marks, proprietary rights or any other harm resulting from such a submission.
6.1.2 By providing a Listing to the Company, Dealers agree all information submitted to the Application is the property of the Company and can be used for any purpose. The Company has the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute worldwide and/or incorporate into other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. The Company reserves the right to paraphrase or otherwise edit Listings.
6.2 Validation of Dealer Listings. If the Company has any concerns whatsoever about a Dealer's Listing or questions about the validity of your e-mail address and phone number provided upon signing up, the Company will place the Listing on hold. The Company will not incorporate your Listing until any questions are resolved. The Company reserves the right to use a Dealer's phone number and e-mail address for contact should any questions about a Dealer's Listing arise. Dealers must respond to this phone or e-mail inquiry within five days or such Dealer's Listing will be invalidated. If the Company's concerns are not resolved to the Company's satisfaction, the Company still reserves the right to invalidate such Listing.
6.3 Prohibited Activities. Dealers agree to use this Application only in a manner that is legal, proper, and related to the purposes of the Application. Dealers agree not to use the Application in a way that would undermine its functioning and/or disrupt the service for other Dealers or the Company. Such activities include, but are not limited to, submitting multiple Listings (as defined above), submitting fraudulent Listing, creating alias identities to post multiple Listings, impersonating another person or entity, jamming discussion boards and overloading the system with malicious intent. The Company reserves the right to refuse service and terminate registration of any Dealer found to be or whom the Company thinks may be engaging in such activities, solely at the discretion of the Company.
6.4 Lawful Use. The Application may only be used for lawful purposes. The Company specifically prohibits use of the Application for unlawful purposes and reserves the right to refuse service to any Dealer found to be doing so.
6.5 Use of Application Content. Dealers may use or download Content from this Application. Dealers must retain copyrights and proprietary notices on downloaded Content. Dealers shall not modify, publish, distribute or sell or in any way exploit the Content without the written permission of the Company. Dealers shall not use any Content for commercial purposes, including, but not limited to, the compilation of any e-mail, addresses, phone numbers or URLs found on the Application.
6.6 No Endorsement. This Application compiles Dealer Listings; Listings published do not convey any recommendations or endorsement of any specific Dealer, company or individual by the Company.
6.7 Access to Dealer Account/ Online Services. You shall be responsible for maintaining the confidentiality of your World Gem Trade account, (including all login names and passwords) and you are similarly responsible for all uses of your World Gem Trade account whether or not such uses are actually authorized by you. World Gem Trade may, in its sole discretion, alter, limit or delete any part of the online services at any time.
6.8 World Gem Trade is not responsible for any act or omission of any third party service, application or content providers.
7. Third Party Content.
7.1 The Application is a venue for information supplied by Dealers ("Third Party Content"). The Company has no prior review process or editorial control over Third Party Content. Any opinions, advice, statements, services, offers or other information or content expressed or made available by Dealers are those of the respective Dealer and not of the Company. Neither the Company nor any Dealer guarantees the accuracy, completeness, and usefulness of any Third Party Content.
7.2 7.1.As specific individual Dealer authentication is sometimes difficult, or even impossible, the Company cannot and does not confirm the identity of each Dealer and whether or not any particular user is authorized to act on behalf of any Dealer. In addition, note there are risks of dealing with underage persons, foreign nationals and persons acting under false pretense. Dealers must be careful in dealing with other Dealers to avoid fraud and other personal and economic risks.
8. Links to Third Party Sites.
8.1 The Content may include links between this Application and third party sites, such as company sites, on the World Wide Web that are not under the control or maintained by the Company. Such links do not necessarily constitute an endorsement by the Company of those sites. The Company undertakes no obligation to monitor such sites, and Dealer agrees that the Company is not responsible for such sites or any technical or other problems associated with any such third party site, links or use.
8.2 Dealers further agree in the event you establish a link from any other site to the Application, you will immediately discontinue such a link upon receiving written notice from the Company of its objection to any such link.
9.1 The Company reserves the right to refuse service and to terminate this Agreement with any Dealer at any time. The effect of the termination will prevent the Dealer from submitting Listings, receiving e-news bulletins by e-mail, accessing the Application, or any other services provided by the Company through the Application to Dealers. The Company may refuse service in situations including, but not limited to, violation of this Agreement, submission of false Listings and posting Listings containing offensive or defamatory language.
10.1 By becoming a Dealer you agree to indemnify the Company, its officers, agents, partners and employees from any and all claims or damages, including reasonable lawyer's fees, made by third parties due to, or arising out of the use of the Application or connection to the Application; Content submitted, posted or transmitted by a Dealer though the Application; violation of the Agreement; or any violation of the rights of another.
11. Dealer Passwords
11.1 Dealer accounts may be accessed only by use of a unique login name and password. The use of a password does not restrict access by the Company to the password-protected information. Login names and passwords may not be shared. For security reasons, you must keep your login name and password confidential and not disclose them to any person or permit any other person to use them, except by an authorized Company representative. The Company advises that passwords are non-obvious, hard-to-guess, and confidential and changed on a regular basis, and you must log-out at the end of each session.
11.2 Dealers are solely responsible and liable for any use and misuse of your login name and password and for all activities that occur under your login name and password. You must ensure all uses of your login name and password comply with this Agreement.
11.3 Dealers must immediately notify the Company of any unauthorized use of your login name or password, or if you know or suspect your login name or password has been lost or stolen, has become known to any other person, or has been otherwise compromised.
11.4 All login names and passwords remain the property of the Company, and may be cancelled or suspended at any time by the Company without any notice or liability to you or any other person. The Company is not under any obligation to verify the actual identity or authority of the user of any login name or password.
11.5 You must respond promptly to all e-mail and other correspondence from the Company, including without limitation e-mail and correspondence concerning complaints or concerns regarding your use of your login name or password or your use of the Web Site.
11.6 The security and privacy provided by passwords is not complete, and can be circumvented. Your use of passwords is at your own risk.
12. Dealer Management System (DMS) Interface Participation.
12.1 All dealers and end users that partake of DMS interface programs for purposes of updating inventory on World Gem Trade are bound by the following guidelines in respect to their DMS provider.
12.2 Dealers agree and understand the Company is not responsible for incorrect data entry as it pertains to the dealer management system and it is the sole responsibility of the dealer to correct and/or make accurate incorrect data.
12.3.1 Authorize the operation of the Interface only with the Interfaced Product and only for each license fee that is paid.
12.3.2 Authorize the Qualified End User to make one copy of the Interfaced Product and Interface for backup purposes only, and prohibit further copying or disassembly, decompilation or reverse engineering of the Interfaced Product and the Interface;
12.3.3 Reserve to the Company all rights, title and interest in and to Interfaced Product and the Interface;
12.3.4 Product(s) provided under this Agreement contain portions of program code owned by third party licensors and such licensors will be entitled to enforce this License as an intended third party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third party licensors. Licensee shall not disclose any passwords or other security information that are related to the Interface or other software licensed by this License.
12.3.5 In no event will any licensor be liable for indirect, incidental, consequential or exemplary damages arising from use, or inability to use Interface(s), even if they knew of the possibility of such damages.
12.3.6 All licensors disclaim all warranties, including (without limitation) any warranties of merchant ability or fitness for a particular purpose.
12.3.7 The End User license agreement and all rights to use or maintain possession of the Interfaced Product and the Interface will terminate immediately upon the Qualified End User's breach of any material provision of such agreement.
12.3.8 Each party will, at a minimum, implement and maintain appropriate administrative, technical, and physical safeguards reasonably designed to: (a) ensure against any anticipated threats or hazards to the security or integrity of the Member Information; and (b) protect against unauthorized access to or use of the Customer Information that could result in substantial harm or inconvenience to the Qualified End User or the individual who is the subject of Customer Information.
12.3.9 Each party may disclose Member Information, when required, pursuant to any federal or state law or regulation or rules or regulations of any governmental agency. These provisions shall apply during the term and after the termination of the End User License Agreement.
12.3.10 Your business data belongs to you, and we respect and support your right to protect your business data. By signing below, you give us the right to share required business data with required third parties only if sharing the required business data is necessary in order to provide our Product(s) to you. Any other use of your business data is subject to our policies set forth in this End User License Agreement. Your signature on this End User License Agreement authorizes us to use your business data in the manner specified herein, and we represent that we will only use your business data in compliance with your authorization.
13.1 No Agency or Partnership. The parties to this Agreement are Independent Contractors. Neither party may direct or control the day-to-day activities of the other; neither party may create or assume any obligation on behalf of the other.
13.2 Assignment. The Company may assign any or all of its rights hereunder to any party without the consent of Dealer. Dealer shall not assign this Agreement or any of its rights or obligations without the prior written consent of the Company, and any such attempted assignment will be void and unenforceable. This Agreement will be binding upon the parties' respective successors in interest and permitted assigns.
14. Entire Agreement.
15. Governing Law.
15.1 The laws of all provinces and states and the laws of all countries shall govern the Agreement as well as any use of the Application, therein.