Terms & Conditions

GENERAL TERMS.

PolyGroup Ltd. ("PolyGroup") operates the www.polygon.net Web site (the "Site"). This Membership Agreement (the "Agreement") is effective upon receipt and acceptance by PolyGroup of PolyGroup's member application form available on the Web or in print (a "Member Application Form"), and shall continue until either party terminates the Agreement in accordance with the provisions hereinafter. Once accepted by PolyGroup, this Agreement constitutes a contract between you (the "Member") and PolyGroup, and governs the use of the Site by the Member.

ACCESS AGREEMENT.

PolyGroup provides its services to Member by granting Member an access to the Site. This Agreement is not a transfer or a license of any of PolyGroup's rights. By accessing the Site, Member expressly acknowledges acceptance of the terms of this Agreement. Member agrees that PolyGroup has the right to deny any individual access to the Site. PolyGroup is not liable for any routine, normal outages that may occur during the normal course of business. Unauthorized access to the Site is expressly forbidden. The Site is protected under Copyright Laws.

MEMBER ACCEPTANCE.

A Member Application Form is deemed accepted by PolyGroup upon PolyGroup's notification to Member of such acceptance and processing of Member's payment of the Initial Term service fees. PolyGroup may refuse any Member Application Form at its sole discretion and for any reason. Member acknowledges that PolyGroup may publish Member's company name and contact information on the Site as a prospective applicant and solicit private comments and feedback from present members as part of the application review process.

SERVICE FEES.

Member undertakes to pay the service fees mentioned in the Member Application Form. Member acknowledges that the service fees are fixed fees, non-refundable and payable in advance. The service fees are not contingent on the actual usage of the service by the Member. Member further agrees that PolyGroup, in its sole discretion, shall have the right to modify any portion of its fee structure for any reason, at anytime without prior notice.

CREDIT CARD.

Member represents that the credit card information provided complies with the guidelines of the Member Application Form, is valid and in good standing and will enable PolyGroup to effectively receive payment of the service fees. Member further undertakes to notify PolyGroup in due course of any change to this information, including change to the expiry date.

INITIAL TERM, RENEWAL AND TERMINATION.

This Agreement shall remain in effect during the initial monthly, quarterly or yearly period as selected by the Member in the Member Application Form (the "Initial Term") and shall be automatically renewed thereafter for further consecutive identical periods (a "Renewal Term"), unless Member provides PolyGroup with a written cancellation notice prior to such Renewal Term. Member agrees that PolyGroup, in its sole discretion, shall have the right to terminate Member's access to the Site at any time, for any reason, and that PolyGroup shall not be obligated to disclose such reason to Member. Termination of Member's access to the Site is sufficient notice of termination of this Agreement.

RESTRICTIONS RELATED TO USE.

Except as otherwise specified in one or another section of the Site, no element of the Site may be copied, reproduced, distributed, published, translated, downloaded, displayed or transmitted by any means, without prior written permission of PolyGroup or the owner of the copyright. The trademarks and logos used or displayed on the Site are trademarks, registered or not, by PolyGroup or third parties. Nothing in the Site may be interpreted so as to grant, directly or indirectly, the use of a trademark reproduced on the Site without the prior written permission of the trademark owner. The copy or reproduction of any software made available by PolyGroup (the "Software") is strictly forbidden. PolyGroup reserves all rights not expressly allocated hereunder. The provisions of this section shall survive the termination of this Agreement.

MEMBER STATUS.

Member represents that it is a duly constituted business entity operating in the jewelry industry, and in good standing in that industry. Member acknowledges that PolyGroup will follow standard procedures to verify this status. PolyGroup may require from Member any information it deems necessary to establish business credentials of the Member.

LIMITATION OF LIABILITY.

THE SITE AND THE ELEMENTS IT CONTAINS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW, POLYGROUP DISCLAIMS ALL RESPONSIBILITY AND PROVIDES NO GUARANTEE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ASSUMES NO LIABILITY FOR LOSSES INCURRED IN THE USE OR APPLICATION OF THE SOFTWARE OR THE DATA CONTAINED THEREIN. IN ADDITION, POLYGROUP MAKES NO REPRESENTATION WITH REGARD TO THE USE, VALIDITY, ACCURACY OR RELIABILITY OF THE ELEMENTS REPRODUCED ON THE SITE, OR WITH REGARD TO THE RESULTS OBTAINED FROM THE USE OF SUCH ELEMENTS. WHILE POLYGROUP DOES REASONABLE EFFORTS TO ENSURE THAT THE SITE CONTAINS NO ERRORS, POLYGROUP DECLINES ALL RESPONSIBILITY WITH REGARD TO ANY ERROR THAT MAY BE FOUND ON THE SITE. POLYGROUP, ITS RELATED COMPANIES, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS MAY NOT, UNDER ANY CIRCUMSTANCES, BE HELD RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, RELATED TO USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF DATA OR PROFIT RESULTING FROM USE OF THE ELEMENTS OF THE SITE, OR FROM THE INABILITY TO USE THESE ELEMENTS AND ANY DAMAGES ARISING OUT OF THE SALE, SERVICE, FURNISHING PERFORMANCE OR USE OF ANY INFORMATION, DATA OR MATERIALS SOLD OR PROVIDED UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

TRANSACTIONS.

Without limiting the generality of the foregoing, Member acknowledges that PolyGroup is not involved in any transactions that occur on the Site, does not guarantee such transactions, and takes no responsibility for such transactions. Member specifically relieves PolyGroup of any responsibility with respect to any trading activity arising on or as a result of the Site.

PRIVACY POLICY & USE OF MEMBER INFORMATION.

PolyGroup uses the information collected from the Site only to better serve its members. Among others, Member's name, address, telephone number, fax number, email address, inventory postings, "For Sale messages" and "Wanted messages" information are available to all members. Every member may also have access to the information related to the searches made by a member through the "Database Search" function. PolyGroup does not distribute or make known the inventory of Member except through the use of the functions on Site, or the "InventoryPower" search engine. The information associated to Member's "Direct Messages" is strictly confidential and is available only to the members to which it is destined. Except to the extent it is forced by law, PolyGroup keeps confidential and does not share with third party companies or individuals any information referring to Member's use of the Site and/or features.

CONFIDENTIAL DISCLOSURE.

Member understands and agrees that information disclosed through the Site includes trade secret and proprietary information belonging to PolyGroup. Member acknowledges that the service is restricted to Member's exclusive usage only. Member agrees not to copy or disclose to third parties, in whole or in part, any portion of the information or Software. Member also agrees that all user ID and password supplied to the Member are non-transferable and may only be used by those parties expressly named in this Agreement. The provisions of this section shall survive the termination of this Agreement.

GOOD FAITH USAGE.

Member undertakes to act in good faith and in accordance with good business practices while using the Site. Furthermore, all activities such as spamming, multiple posting of same For sales messages or wanted messages etc. and any other abuse of existing functionalities will not be tolerated. Member warrants to PolyGroup that it will not use the Site for any purpose that is unlawful or prohibited by this Agreement and by the applicable laws.

APPLICABLE LAW.

By using the Site, you agree to comply with all applicable laws and all applicable regulations. This Agreement, and all related transactions or claims, shall be governed by the laws of the Province of Quebec and the applicable laws of Canada. The parties hereby agree to the exclusive jurisdiction of the courts of the Province of Quebec.

LOCATION OF SITE.

It is forbidden to access the Site from territories where the legislation prescribes that the content or use of the Site is illegal. Those choosing to use the Site do so on their own initiative, and it is their responsibility to conform to all applicable local laws.

MISCELLANEOUS

1. Amendments.

   PolyGroup may modify the terms and conditions of this Agreement at any time, without prior notice, by posting the amended terms and conditions on the Site, such posting constituting notice. All amended terms shall be effective immediately upon such notice.

2. Waiver of Rights.

   No failure on the part of any party to exercise or to fully exercise, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right. Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the party giving it, and only in the specific instance and for the specific purpose for which it has been given.

3. Severability.

   If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision and such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction nor any other provision of this Agreement in any jurisdiction.

4. Commitment to do any other act.

   The parties hereby commit to sign any documents and to fulfil any other requirements to give full effect to the present Agreement.

5. Successors.

   This Agreement shall endure to the benefit of and shall be binding upon parties hereto and the successors or permitted assigns of each.

6. Headings.

   The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.