Terms of Service

TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS WEBSITE

Last Updated: October 26, 2016

These terms and conditions (“Terms of Service”) constitute an agreement between ValiDiamond and Vendors or Buyers (“you”) using our Service.

This website (the “Site”) is owned and operated by ValiDiamond Inc. (“ValiDiamond”, “we”, “us” and “our”). The Site provides an online marketplace (the “Service(s)”), that provides users (“Buyers”) with the ability to purchase jewelry products (“Products”) from various third party vendors (the “Vendors”) who list their Products for sale and solicit offers to purchase through the Site (collectively, the “Sale(s)”).

ValiDiamond’s Service is currently only available to residents of Canada (excluding Quebec).  In addition, you must have reached the age of majority in your jurisdiction of residence in order to use our Service.  Please do not use our Service if you do not meet these requirements.

By using our Service, you signify your agreement to be bound by these Terms of Service. If you do not agree to these Terms of Service, our Website Terms of Use or our Privacy Policy, please do not use this Service.  If there is a conflict between the Website Terms of Use and these Terms of Service, these Terms of Service shall govern.

We may modify, revise or update the Terms of Service at any time by updating this posting. Each time you use our Service, the version of the Terms of Service then posted at that time will apply to that use, so you should check this page each time you use the Site.

ValiDiamond reserves the right, in our sole discretion, to add, change, modify, suspend or discontinue any portion of the Site and/or our Service at any time. In addition, ValiDiamond may impose limits on any portion of the Site and/or our Service in our sole discretion without notice or liability.

Our Service

We provide an online marketplace that Vendors and Buyers can use to facilitate Sales of Products.  ValiDiamond is not a party to any Sale of a Product and only provides its Service to facilitate Sales between Vendors and Buyers of their Products, as described below.  

In order to offer to sell or purchase any Product on the Site, Vendors and Buyers will be required to register an account (the “Account”) with the Site, in accordance with our Website Terms of Use.

Vendors may list Products for sale by submitting a photograph and description of the Product (collectively, the “Product Description”) to ValiDiamond.  In order to facilitate a safe marketplace on the Site for Buyers, ValiDiamond screens each Product Description, as described in the Vendors section below, before it is posted on the Site.  We retain the exclusive right to reject the posting of any Product on the Site, in our sole discretion.

Once a Buyer selects and pays for a Product posted on our Site, ValiDiamond provides a validation service whereby our independent certified gemologist examines the Product to ensure that the Product matches the Product Description (the “Validation Service”). Please note that the Validation Service does not determine the value of the Product or whether it is appropriately priced by the Vendor; it only determines whether the Product Description accurately describes the Product.

Payment for the Product is safely held in escrow and is only released when our expert validates that the Product matches the Product Description. In the event that the Validation Service determines that the Production Description does not accurately describe the Product, ValiDiamond will notify the Buyer, who will then be entitled to: (a) proceed with the Sale if there is a minor deviation from the Product Description that does not materially affect the value of the Product and which the Buyer agrees to accept; (b) request a Refund (as described in the Refunds section below); or (c) re-negotiate the purchase price of the Product with the Vendor.

ValiDiamond reserves the right to deactivate the Account of any Vendor or Buyer for repeat violations of the Terms of Service and/or Website Terms of Use.

Vendors

As a Vendor, you understand and agree that the agreement for Sale of a Product is between you as the Vendor and the Buyer of the respective Product and that ValiDiamond is not a party to the agreement of purchase and sale.  ValiDiamond shall not be held liable for any damages or losses incurred by you relating to any Products sold through the Site using our Service.

You understand and agree that upon completion of a Sale, an Administrative Fee for our Services will be deducted from the purchase price and remitted to ValiDiamond as described in the Payments section below.

You further understand and agree to abide by all of the following mandatory terms and conditions for use of our Service:

  1. you must be either the rightful owner of, or have legally obtained the right to sell, any Product that you list for sale on the Site. You must be able to satisfy us upon request with proof of your entitlement to sell the Product or we may refuse to post the Product on the Site;
  2. you will not misrepresent any Product that you list on the Site, including without limitation, by submitting a misleading or fraudulent Product Description for posting on the Site;
  3. you will not offer to sell any Product unless you intend to sell it at your listed price;
  4. you will not contact the Buyer directly to negotiate the price of the Product outside of the Site;
  5. you will be solely responsible for reporting and paying any GST/HST or other sales tax in connection with the Sale of your Product;
  6. you will be solely responsible for providing the Buyer of the Product with an invoice in compliance with applicable laws and itemizing, among other things, the applicable taxes included in the price of the Product within fifteen (15) days of completion of the Sale.

You understand and agree that ValiDiamond is the sole and exclusive copyright owner of any photograph of your Product taken by ValiDiamond for use on the Site or otherwise and you may only copy or repost such a photograph with the written consent of ValiDiamond.  Any unauthorized copying or reposting of a photograph taken by ValiDiamond will constitute copyright infringement.

By registering an Account and submitting a Product Description(s), you: (i) grant to ValiDiamond, in perpetuity, a royalty-free, worldwide, exclusive copyright licence to publish, display, reproduce, modify, edit or otherwise use your Product Description(s), in whole or in part, for advertising or promoting purposes or for any other reason and which allows ValiDiamond to bring an action for copyright infringement if a third party attempts to copy your Product Description from the Site and use it without consent; (ii) waive all moral rights in and to your Product Description(s) in favour of ValiDiamond (and anyone authorized by ValiDiamond to use the Product Description(s)); and (iii) agree to indemnify, release and hold harmless ValiDiamond and our agents, employees, directors, successors and assigns (collectively, the “Releases”) against any and all claims based on copyright infringement, trade-mark infringement or any other intellectual property-related cause of action in connection with your Product Description(s) as well as any and all claims with respect to your Product(s).

For greater certainty, ValiDiamond reserves the right, in our sole discretion, to edit, modify, reject or remove any Product Description on the Site, or to request that a Vendor modify or edit the Product Description, if:  (i) a complaint is received with respect to the Product Description; (ii) to ensure that the Product Description complies with our Privacy Policy, Website Terms of Use, Terms of Service; or (iii) for any other reason in our sole discretion.

 

Where the Validation Service reveals that a Product posted by you as a Vendor does not match the Product Description provided by you, you understand and agree that ValiDiamond will immediately delete the Product Description from the Site and ship the Product back to you at your sole cost and expense and that you will be required to pay the Administrative Fee in order to release the Product to you.

Buyers

As a Buyer, you understand and agree that the agreement for Sale of a Product is between you as the Buyer and the Vendor of the respective Product and that ValiDiamond is not a party to the agreement of purchase and sale.   Any warranty, return or refund of the Product (beyond the Refund described in the Refunds section below) shall be negotiated between you and Vendor.

You agree to pay for any Products that you purchase in accordance with the Payments section below.

You understand and agree that you will not contact the Vendor directly to negotiate the price of the Product outside of the Site.

You also understand and agree that ValiDiamond shall not be held liable for any damages or losses incurred by you relating to any Products purchased through the Site using our Service.

Third Party Products

Third party services, content, information and products, including without limitation Products and Product Descriptions posted by various Vendors, will be made available by us on or through the Site (“Third Party Products”). We are not responsible for examining or evaluating any of these Third Party Products, other than the Validation Service described above. ValiDiamond makes no representations or warranties regarding any Third Party Products and takes no responsibility and assumes no liability for any Third Party Products. Third Party Products are subject to the applicable terms and policies of those respective third parties offering such Third Party Products.   

Payments

All prices listed on the Site are in Canadian currency and are inclusive of all applicable sales taxes.  There are no additional shipping fees or other charges.

We may make available to Buyers various payment processing methods to facilitate the purchase of a Product from a Vendor.  We may add or remove payment processing methods at our sole discretion and without notice to you. 

All payments made by Buyers to purchase a Product (“Payment”) are processed and disbursed by a third party payment processor (“Third Party Payment Processor”) and not by ValiDiamond.  As set out in our Privacy Policy, ValiDiamond does not have access to the financial information and other personal information provided by you to the Third Party Payment Processor.  You must abide by any relevant terms and conditions or other legal agreement with the Third Party Payment Processor or other third party that governs your use of a given payment processing method.  You agree that upon the successful processing of the Payment by the Third Party Payment Processor, the Payment will equal the amount presented to and agreed upon by you.

Upon receipt of Payment, the Third Party Payment Processor will deduct an Administrative Fee of 15% of the Payment made by the Buyer plus GST/HST as applicable, and distribute such amount to ValiDiamond for our Services. The Third Party Payment Processor will remit all remaining proceeds of the Sale directly to the Vendor.  The Vendor will be responsible for payment of all HST/GST and any other applicable sales tax with respect to the Sale of the Product, as set out in the Vendors section above.

Shipping

ValiDiamond provides free, fully-insured shipping of Products for both Vendors and Buyers. Products purchased from the Site are available to be delivered to mailing addresses within Canada only. Once a Product has been delivered to the Purchaser, as evidenced by your confirmation of receipt, you are fully responsible for the Product.

Refunds

If we determine through our Validation Service that a Product is not accurately described in the Product Description provided by a Vendor, ValiDiamond will notify the Buyer, who will then be entitled to a refund of the purchase price of the respective Product (the “Refund”) or have the ability to re-negotiate the purchase price of the Product with the Vendor.

Once the Validation Service has been completed and the Sale of the Product has been concluded, ValiDiamond will not be responsible for any refunds relating such Product.  If a Buyer is dissatisfied with a Product, any refunds should be negotiated as between the Buyer and the Vendor and not with ValiDiamond. ValiDiamond shall not be held liable for any damages or losses incurred by a Buyer or Vendor relating to any Products purchased or sold through the Service.

Warranties

Our Site and our Services are provided on an “as is” basis and you are using them at your own risk. ValiDiamond makes no representations or warranties, express or implied, about our Service, the Site or its contents including, without limitation: any warranties as to the accuracy, completeness or timeliness of the Site’s contents; any warranties as to the merchantability or fitness of any such information or content for any particular purpose; or any warranties as to non-infringement of any rights, including, without limitation, intellectual property rights and including the transmission of any such content from the Site to you. Any implied warranties, whether statutory or otherwise, on any such matters are hereby expressly excluded to the full extent permitted under applicable laws.  In no event will we be liable to you or any other person or entity for any kind of loss, damages or injury arising directly or indirectly out of the use of unavailability of the Site or our Service, even if we have been advised by you of the possibility of such loss, damages or injury.

Any warranty provided with respect to a Product purchased from a Vendor will be negotiated as between the Buyer and the Vendor.  Aside from the Validation Service as described above, ValiDiamond makes no warranties, express or implied, about the Products.

The parties have agreed that this contract and all related documents be drafted in English. Les parties aux présentes ont demandé et convenu que le présent contrat et tout document y afférent soient rédigés en anglais.

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