TERMS OF USE

Date last updated: June 1, 2023

 

Jewelers Trading Platform LLC and its affiliates (collectively, “JTP”), are the providers of jewlerscircle.com (“Website”), a virtual event platform (the “Platform”), a platform for hosting virtual storefronts (the "Storefronts") and JTP’s products and services (together with the Website Platform and Storefronts, collectively, the “Services”). The entity agreeing to the terms herein (“Participant”, “You”, “you” or “Customer”) agree that by accessing the Website; attending, presenting, contributing to or accessing a virtual event, virtual fair, webcast, show or other event provided through the Platform; establishing a Storefront; or otherwise using a Service, you are providing your assent to (i) these Terms of Use (these “Terms”), our Privacy Policy (found at https://pro.jewelerscircle.com/privacy-policy.php) and all other policies and notices posted in the Services, and (ii) comply with all applicable laws and regulations, including export control laws and regulations. If you do not agree to be bound by these Terms, do not use the Services. JTP reserves the right to update these Terms at any time without notice to you, and to discontinue the availability of or change any Service at any time.

1. Description of Service

JTP provides a software platform for conducting virtual events and establishing virtual storefronts hosted through the Website (hereinafter referred as “Service” or “Services”). The Services are offered and provided subject to the terms and conditions of this Agreement. The Customer shall connect to the Service using any internet browser or mobile application supported by the Service. The Customer is responsible for obtaining access to the internet and the equipment necessary to access the service.

2. Modification of Terms of Use

JTP reserves the right to update and change these Terms from time to time; an updated version will be published on our website at https://pro.jewelerscircle.com. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to these Terms. Any changes that are made to these Terms will not apply retroactively and will not apply to disputes or events occurring before the change is published. You may terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of these Terms at any time at https://pro.jewelerscircle.com/terms-of-use.php. For your information, this page was last updated as of the date at the top of these terms and conditions.

3. Use of Our Services

In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and/or other illegal purposes; (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; (v) modify, alter, or deface any of the trademarks, service marks, trade dress (collectively “Trademarks”) or other intellectual property made available by us in connection with our Services or otherwise infringe or facilitate infringement of any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights (collectively “Rights”) of any party, including the Rights of third-parties; (vi) hold yourself out as in any way sponsored by, affiliated with, or endorsed by us, or any of our affiliates or service providers; (vii) use any of the Trademarks or other content accessible through our Services for any purpose other than the purpose for which we have made it available to you;(viii) defame or disparage us, our Trademarks, or any aspect of our Services; (ix) post or transmit any content that is unlawful, threatening, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law; or (x) post or transmit any content, marketing, advertising or other information pertaining to the purchase or sale of property containing materials from exotic woods, endangered species, including but not limited to coral, ivory and tortoiseshell.

Customers are prohibited from posting links to our Website or Platform without JTP’s express written permission.

We may elect to electronically monitor areas of the Website, including Storefronts, and may disclose any content, records, or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Website or Storefronts; or (iii) to protect our rights or property or the rights of the users, sponsors, providers, licensors, or merchants.

By using our Services site, you represent that you will be responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You also agree to be responsible for any and all activities that occur under your password or your account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. JTP will not be responsible for any loss or damage arising from your failure to comply with your responsibilities and obligations under these Terms.

By entering any information on our Website, including any Storefront, you represent and warrant that:

• you have the legal capacity to agree to these terms and use our Website, including any Storefront, as applicable;
• you are using your actual identity;
• you have provided only true, accurate, current and complete information; and
• you will maintain and promptly update the information that you provide to keep it true, accurate, current and complete.

By using our Services, you agree, represent and warrant that you shall not list or otherwise offer for sale through our Services any item with respect to which you do not possess the necessary authority and power to do so.

If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current and future use of any or all of our Services.

If you wish to cancel a username or password, or if you become aware of any loss, theft or unauthorized use of a username or password, you must notify us immediately. We reserve the right to delete or change any username or password at any time and for any reason. We may suspend or terminate your account or your use of any or all of our Services at any time, for any reason or for no reason at all.

4. Payment & Refund Terms

The amount billed OR Paid is non-refundable. There will be no refunds or credits for partial days of service OR in the event of cancellation of the service.

Information on the cost and charges for all paid Services is available in contract by our business team.

In case of non-payment for any reason or any violation of these terms, JTP shall be entitled – without liability – to immediately bar Customer’s access to the Service.

When the Customer pays JTP via bank transfer, the necessary bank transfer charges should be borne by the Customer. For avoidance of doubt, the total amount (fee) payable for the service should be credited to our bank account without any deductions.

Customer is responsible for all taxes and Customer will pay JTP for the Services without any reduction for taxes. If JTP is obligated to collect or pay taxes, the taxes will be invoiced to Customer.

In case of any third party services usage, the customer is liable to pay the fees directly to the service provider OR the bill amount raised by the third party service provider through JTP account (transfer & taxes will be additional) such as website sever hosting charges, livestreaming service charges, webcasting service charges as per their pricing terms.

Onsite support cost: Onsite support may be required by the client. In such case, the client is responsible for making arrangements and expenditures for Accommodation, Air OR Travel tickets, VISA, Food, Local transport and misc. expenditures for the people who is brought to onsite completely.

You consent to the storage by us, or our third-party payment processor of your payment details required for future billing. With respect to any disputes that may arise by virtue of payments processed by a third-party payment processor, you understand and agree that you are bound by the policies of such payment processor. You agree to release us and hold us harmless against any injury you may incur as a result of providing your personal information or funds of any sort to a third-party payment processor.

5. Responsibility for User Content (DMCA Policy)

We respect the rights of third-party creators and content owners and expect that you will do the same. Given the nature of our Services and the volume of information submitted, we cannot and do not monitor all messages, data, information, text, graphics, audio, video or other materials and content of any kind posted/uploaded/transmitted to or through our Services by our users (collectively, “User Content”, and any such User Content posted to or through your JTP account, “Your Content”). You expressly agree that we: (a) will not be liable for any User Content and (b) reserve the right to review, reject, delete, remove, modify, or edit any User Content at any time for any reason, without liability and without notice to you. We reserve the right, but are not obligated, to remove User Content from our Services for any reason, including any of Your Content that we believe violates these Terms.

It is our policy to respond to all claims of intellectual property infringement. We will promptly investigate notices of alleged infringement and will take appropriate actions required under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and other applicable intellectual property laws.

The copyright owner or their authorized representative may file a report of copyright infringement by submitting notification of claimed copyright infringement on our Services to the following Designated Agent:

Jewelers Trading Platform LLC

Attn: DMCA Agent

Email: copyright@iaja.com

Phone: (212) 920-6050

To be effective, the notification must be a written communication that includes the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that site;
3. 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;
4. 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;
5. 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
6. 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.

6. Your Content

JTP does not own any User Content. For clarity, the rights you grant in this license are for the limited purpose of operating, promoting, developing and improving our Services. Subject to the limited license below and subject to the terms set forth herein, you retain all of your rights in all of Your Content. Unless agreed otherwise in writing signed by us, by submitting Your Content, you hereby grant to us for the purpose of providing you the Services a royalty-free, perpetual, irrevocable, fully transferable, sublicenseable, nonexclusive right and license to: (i) use, access, store, copy, modify, re-post, rearrange, display, distribute, reproduce, perform and create derivative works from all of Your Content and likeness in any form, media, software or technology of any kind now existing or developed in the future and the right to sublicense the foregoing rights through multiple tiers without compensation to you; (ii) access your account and Your Content and to process and submit Your Content to other Customers and to their and your clients and/or customers (“End Users”); (iii) use all messages, data, information, text, graphics, audio, video, or other materials and content of any kind posted, uploaded, transmitted to or through JTP’s products and services, including but not limited to the Website and the Platform, as well as on and through any online storefront created by and/or on behalf of User, through JTP’s services and the Website; and (iv) photograph, film, or otherwise record photographs, pictures, films, videos, and other graphic depictions User, his/her/its name and likeness, products, services, trademarks, copyrights, trade secrets, and other information, including Your Content.

By submitting and posting Your Content on any of our Services, you hereby represent and warrant to us that (a) you have all necessary authority, rights and permissions to submit Your Content and grant the licenses described in the previous paragraph; (b) Your Content is accurate, current and complete; (c) Your Content does not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights; and (d) submitting Your Content does not violate any applicable law, regulation or any agreements between you and a third party, or otherwise cause injury to any third party.

With exception to content provided to JTP pursuant to a written agreement containing applicable confidentiality provisions, any other User Content are not confidential. JTP does not disclose Your Content unless we are required to do so to comply with a legally valid and binding order. Unless prohibited from doing so or there is clear indication of illegal conduct in connection with the use of our Services, JTP notifies customers before disclosing content information.

You agree that you will not upload, post, submit, transmit, distribute or otherwise make available in our Services: (i) any falsehoods or misrepresentations that could damage JTP or any third party; or (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate.

7. Storefronts

The appearance of your Storefront will be based on a design template provided by JTP (a “Theme”). You may not modify the Theme without our prior written consent. JTP may add or modify the footer in a Theme that refers to JTP at its discretion. JTP may modify the Theme to reflect technical changes and updates as required. The intellectual property rights of the Theme remain the property of the designer.

You agree not to use JTP's name, trademarks, brand names, or any language, pictures, or symbols that could, in our sole discretion, imply JTP's identity in any content posted on the Storefront without JTP's prior written consent.

JTP does not provide search engine optimization (SEO) services. Search engines ultimately choose which rankings are assigned to websites. We do not guarantee or provide any other assurances with respect to Storefront SEO, including rankings on search engines or Storefront traffic.

8. Intellectual Property

Our Intellectual Property Rights – JTP exclusively owns all rights, title and interest in and to our Services and all Website Content (as defined below). You agree that the foregoing shall include all rights with respect to copyright, patent, trademark and all other intellectual property laws in any jurisdiction. As used herein, “Website Content” means any and all materials, including, without limitation, information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content, contained in or delivered via the Services (excluding User Content) or otherwise made available by us in connection with our Services. For the avoidance of doubt, Website Content includes any meta usage and other related data about the use of our Services by End Users. Website Content does not include any of Your Content contained in or delivered via a Storefront; however, by making your Storefront public, you agree to allow others to view Your Content that you post publicly to your Storefront and you are responsible for compliance of Your Content with any applicable laws or regulations. You agree to use our Services and the Website Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved. Without limiting the foregoing, you may not duplicate or reuse any portion of the HTML/CSS or visual design elements of the Website without express written consent from JTP.

License to the Services - Subject to your compliance with these Terms, we grant you a limited, non-exclusive right to use our Services solely for their intended purposes. You may not transfer or sublicense the foregoing license to any third parties, except to End Users registered via our Services.

9. Data Privacy

Information that we collect through our Services about you or any End Users is governed by our Privacy Policy, which is incorporated by reference herein in its entirety. You hereby acknowledge that you have read and agree to be bound by our Privacy Policy.

To the extent that, in connection with your use of our Services, you access, store, or otherwise process any personal information of End Users, you agree to comply with all applicable laws, regulations, rules, orders, and ordinances with respect to such information including, but not limited to, the European Union’s General Data Protection Regulation (2016/EC/679) (the “GDPR”), the California Consumer Privacy Act (“CCPA”), the Children’s Online Privacy Protection Act (“COPPA”), and the CAN-SPAM ACT.

We collect your personal data when you use our Services, create a new account, provide us with information via a web form, add or update information in your account, participate in online community discussions or otherwise interact with us. We also collect personal data from other sources. For additional details on personal data we collect, refer to our Privacy Policy which you can find at https://pro.jewelerscircle.com/privacy-policy.php.

We process your personal data for various purposes and based on several different legal bases that allow this processing. For example, we process your personal data to provide and improve our Services, to provide you with a personalized user experience on this website, to contact you about your account and our Services, to provide customer service, to provide you with personalized advertising and marketing communications, and to detect, prevent, mitigate and investigate fraudulent or illegal activity. We also share your information with third parties, including service providers acting on our behalf, for these purposes. In addition, we may share your personal data among affiliates in order to fulfil our obligations to you in connection with the provision of our Services.

Your personal data will be stored by us and our service providers in accordance with applicable data protection laws to the extent necessary for the processing purposes set out in our Privacy Policy. Subsequently, we will delete your personal data in accordance with our data retention and deletion policy or take steps to properly render the data anonymous, unless we are legally obliged to keep your personal data longer (e.g. for legal compliance, tax, accounting or auditing purposes). As far as legally permissible or required, we restrict the processing of your data instead of deleting it (e.g. by restricting access to it). This applies in particular to cases where we may still need the data for the provision of our Services or for the assertion of or defense against legal claims, or where such retention is otherwise required or permitted by law. In these cases, the duration of the restriction of processing depends on the respective statutory limitation or retention periods. The data will be deleted after the relevant limitation or retention periods have expired.

JTP provides an automatic data backup setup for every event as part of platform setup service. This backup solution is setup on either the customer’s web server or the recommended hosting service of third party service provider. However, there might be rare occasions of data loss or failure to store or retrieve any data due to a defect in our software or the software used by the above mentioned cloud service providers. In such cases, JTP will restore the last backup data.

Client Access details: Client shall provide all the access details such as username, password, server access key files, necessary for JTP to perform the work. In return JTP will maintain the confidentiality of any such information and will maintain the trade secrets of client with due care.

You hereby consent that, JTP may identify you as a Customer of the service (using your name and logo) and generally describe the products or services it provides to you in its promotional materials, presentations, media, press releases and proposals to other current and prospective customers.

10. Confidentiality

Confidential Information of the Customer shall mean all business and technological information of Customer and shall include Your Content. Confidential Information of JTP shall mean the Services other than Your Content. Confidential Information shall not include any information which is in the public domain (other than through a breach of this agreement), which is independently developed by the recipient or which is received by a third party not under restriction. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, professional advisors, or third party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction; provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order.

11. General Account Terms

Access to our Service is only available to the Customer, subject to the Customer making the applicable payments for the Service under this Agreement.

Usernames and passwords are personal, and are to be considered part of Confidential Information of Customer. The Customer is at all times fully liable for all acts and omissions by other users whom the Customer has granted access and agrees to indemnify JTP for all claims and losses related to such acts and omissions.

Customer may not use our Services for any illegal or unauthorized purpose. Customer must not, in the use of our Services, violate any laws in customer jurisdiction (including but not limited to copyright laws).

JTP may make updates to the Service from time to time as per market demands.

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Rights in Your Content and JTP owns all Rights in our Services.

12. Prohibited Conduct:

You agree that in connection with your use of the Services you shall not: (i) email or otherwise transmit any unsolicited or unauthorized communication, (ii) upload, transmit or otherwise make available any code or material that may harm or interfere with any device, software, network or service, including, but not limited to, any viruses or propagating worms, Trojan horses or “spyware” programs, (iii) compromise or attempt to compromise the normal functioning or security of the Services, (iv) access or attempt to access any account or password of any user of the Services, (v) falsify your identity in connection with use of the Services, or (vi) perform any load, penetration or vulnerability testing of the Services. Some areas of the Services may be password protected or restrict access to authorized users. No person other than authorized users may access any password protected or restricted areas of the Services. JTP is not responsible for any unauthorized access or attempted access to any password protected or restricted area. Unauthorized users do so to at their own risk and may be subject to prosecution and/or civil action. JTP reserves the right, should it discover or reasonably suspect any violation of these Terms by you, to suspend or terminate your access to the Services without notice and/or take any other action that it deems necessary.

13. Conflict Diamonds:

By using our Services, you agree represent and warrant that you shall adhere to all guidelines and maintain and collect all necessary warranties related to the Kimberley Process Certification and System of Warranties. You further agree and warrant that any and all diamonds, whether loose or in finished goods, listed or otherwise offered for sale through our Services have been purchased from legitimate sources, comply with the Diamond Source Warranty Protocol (and all applicable sanctions thereunder), are conflict-free and are in compliance with the United Nations resolutions.

14. Third Party Services:

The Services may contain links to third party websites or services (“Third Party Services”). Third Party Services are not owned or controlled by JTP. JTP has no control over, assumes no responsibility for the content, data control, privacy policies, or practices of any Third Party Service. If you access a Third Party Service through the Services, you do so at your own risk, and you acknowledge that neither these Terms and nor any other JTP policy, including JTP’s Privacy Policy, apply to your use of such sites.

We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant posting or using our Website, including a Storefront, or on a site linked to by the Website or Storefront, the merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s website and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties.

Your participation, correspondence or business dealings with any third party found on or through our Website or Platform or a Storefront, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that JTP shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

15. Warranty and Disclaimer

A. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

• YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK;
• THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS;
• EXCEPT AS EXPRESSLY PROVIDED HEREIN WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT;
• WE MAKE NO WARRANTY WITH RESPECT TO THE RESULTS THAT MAY BE OBTAINED FROM OUR SERVICES OR THE PRODUCTS OR THIRD-PARTY SERVICES ADVERTISED OR OFFERED OR MERCHANTS INVOLVED;
• ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK;
• YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL;
• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

B. EXCEPT AS EXPRESSLY STATED HEREIN WE MAKE NO WARRANTY THAT:

• ANY PRODUCT OR SERVICE WILL MEET YOUR REQUIREMENTS;
• ANY PRODUCT OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY PRODUCT OR SERVICE WILL BE ACCURATE OR RELIABLE:
• THE QUALITY OF ANY PRODUCT, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM ANY MERCHANT USING OUR SERVICES WILL MEET YOUR EXPECTATIONS; OR
• ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

16. Limitation of Liability

IN NO EVENT SHALL JTP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE ANY OF OUR SERVICES, STOREFRONT OUTAGES OR INTERRUPTIONS, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT OR OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING OR ANY OTHER MATTER RELATING TO THE SITE HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF JTP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH JTP RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL JTP’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE FEES WHICH YOU HAVE PAID TO US.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Release

You hereby generally and completely release, acquit, and forever discharge the Company, its parents and subsidiaries, and its and their officers, directors, managers, partners, agent, representatives, employees, attorneys, members, shareholders, predecessors, successors, assigns, insurers, and affiliates of and from any and all claims, liabilities, demands, contentions, actions, causes of action, suits, costs, expenses, attorneys’ fees, damages, indemnities, debts, judgements, levies, executions, and obligations of every kind and nature, in law, equity, or otherwise, both known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in anyway related to User Content and JTP’s use or publication thereof. In addition, if you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

18. Indemnity

You agree to indemnify and hold harmless JTP and its subsidiaries, affiliates, officers, directors, shareholders, employees, contractors and agents (the "Indemnified Parties"), from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party, including any tax authority, due to or arising out of Your Content, your use of our Services, the goods, products or services offered or sold by you through our Services, any actual or alleged violation of these Terms, including any applicable policies, law, or regulation, or any alleged violation of any rights of another, including, but not limited to, due to your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property in connection with our Services. JTP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse or reduce your obligations.

19. Privacy Terms

At JTP, we respect our customers and users need for online privacy and protect any personal information that may be shared with us, in an appropriate manner. JTP’s practice in regards to use of customer personal information is detailed in our Privacy Policy Page which you can find here https://pro.jewelerscircle.com/privacy-policy.php.

20. Electronic Communication

By using our Services, you hereby agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

21. California Privacy Rights

In accordance with California Civil Code Section 1789.3, California resident users are entitled to know that they may file grievances and complaints with California Department of Consumer Affairs, 400 R Street, STE 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to dca@dca.ca.gov. For more information about protecting your privacy, you may wish to visit: http://www.ftc.gov.

22. General

You agree that the Services shall be deemed a passive web site and service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Florida. These Terms shall be governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. These Terms, together with the Privacy Policy and any other legal notices published by us on the Services, shall constitute the entire agreement between you and us concerning the Services and supersedes any prior written or oral representations. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. These Terms may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation here of shall be null and void. All rights not expressly granted herein are reserved to us.

Should you have any questions concerning this “Terms of Use”, or if you desire to contact JTP for any reason, please contact us at:

info@jewelerscircle.com

23. Binding Arbitration

Arbitration - If any dispute, claim or controversy (“Claims”) arises under this Agreement or through your use of our Services, such dispute shall be resolved by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where such rules conflict with this section, in which case this section shall control. Any court with jurisdiction shall enforce this section and enter judgment on any award. The arbitrator shall be selected within twenty (20) business days from commencement of the arbitration from the AAA’s National Roster of Arbitrators pursuant to agreement or through selection procedures administered by the AAA. Within forty-five (45) days of initiation of arbitration, the parties to the arbitration shall reach agreement upon and thereafter follow procedures, including limits on discovery, assuring that the arbitration will be concluded and the award rendered within no more than eight (8) months from selection of arbitrators or, failing agreement, procedures meeting such time limits will be designed by the AAA and adhered to by the parties to the arbitration. The arbitration shall be held in Palm Beach County, Florida and the arbitrators shall apply the substantive law of the State of Florida, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act.

Exceptions - You and JTP agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or JTP’s intellectual property rights; (b) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for equitable relief. In addition to the foregoing, either you or JTP may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.

Opt Out - You may opt out of the arbitration and/or class action waiver provisions set forth herein by sending written notice of your decision to info@jewelerscircle.com within thirty (30) days of your first use of the Services.

24. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. THE WAIVER CONTAINED IN THIS SECTION SHALL BE SEVERABLE FROM THE REMAINDER OF THE AGREEMENT.

25. Termination and Cancellation

You are solely responsible for canceling your subscription to the Services. Cancellation requests must be made through “MY ACCOUNT” in your user profile. Access will terminate immediately upon cancellation.

We reserve the right, in our sole discretion, and without any prior notice, to terminate your access to the Services for any reason, including your breach of these Terms or a violation of the rights of another JTP user or the law. Upon termination of the Services by either party for any reason, your Storefront will be taken offline.

You may unsubscribe from any further communication from us at any time by delivering a written notice addressed to info@jewelerscircle.com. You shall be responsible for ensuring delivery of the notice to us.

JEWELERS TRADING PLATFORM, LLC
ADDENDUM TO TERMS OF SERVICE

FOUNDING SUBSCRIBERS REVENUE SHARING FUND

Jewelers Trading Platform, LLC (“JTP”), is pleased to offer those exhibitors who are JTP founding subscribers (hereinafter, “Exhibitors”) the opportunity to share in subscription revenues generated by JTP. The terms and conditions of the JTP Founding Subscribers Revenue Sharing Fund (“Fund”) are as follows:

Terms and Conditions

1. Participation in the Fund is available only to Exhibitors who either: (a) pay their annual subscription fee, in full, on or before July 1, 2021; or (b) if electing a monthly payment plan, make all monthly payments, on or before the due dates thereof, for the entire twelve (12) month period commencing July 1, 2021. Subscription fees (annual and monthly) remain subject to change by JTP at any time.

2. Eligibility for participation in the Fund shall be further limited to Exhibitors remaining active and in good standing with JTP at all times through June 30, 2022 (any eligibility for participation in the Fund thereafter shall remain subject to the Exhibitor’s continued good standing with JTP).

3. On or after July 1, 2022, JTP shall determine, in its sole and absolute discretion, the amount to be contributed to the Fund on account of subscription revenues (including any nonrecurring one-off fees charged to visitors for access to the platform) actually received by JTP for the period ending June 30, 2022. Said contribution shall not exceed ten (10%) per cent of such subscription revenues, in any event (and shall exclude fees and revenues received by JTP from any other sources).

4. On or after July 1, 2022, JTP shall distribute and/or credit to its eligible Exhibitors, in such form and by such method as JTP shall determine, a pro rata share of the Fund.

5. New Exhibitors who subscribe to JTP between July 1, 2021 and June 30, 2022, and pay their annual subscription fee in full (on either an annual or monthly basis as provided in Section 1 above), shall be eligible to participate in the Fund for the year ending June 30, 2023, subject to the other Terms and Conditions hereof.

6. Participation in the Fund, and these Terms and Conditions, remain subject to JTP’s Terms of Service.

7. Management and operation of the Fund shall be reviewed by JTP’s independent certified public accountants.

8. The terms hereof, and the operation of the Fund, are subject to termination, modification, or withdrawal by JTP at any time without notice (nothing contained herein shall be construed as obligating JTP to make any particular level of contribution to the Fund, if any, nor to maintain same in existence for any period of time).

9. Participation in the Fund is limited to JTP subscribing exhibitors, only. The Fund is not open to any subscriber participating as a “Visitor” subscriber.