VIRTUAL DIAMOND BOUTIQUE TERMS OF SERVICE
Welcome to Virtual Diamond Boutique. The VDBAPP.com website, (the “Website”), the VDB mobile application and associated services (the “Mobile App”) and other services offered by VDB are owned and operated by [Virtual Diamond Boutique, Inc.] (“VDB” “ we” or “us”). The Website and Mobile App (the “Platform”) provide a means to enable persons or
enterprises (“you” or the “Customer”) who wish to examine and purchase diamonds and other gemstones (“ Services”) to be matched with sellers of the same.
THE FOLLOWING AGREEMENT DESCRIBES THE TERMS OF SERVICE UPON WHICH VDB OFFERS YOU ACCESS TO AND USAGE OF THE PLATFORM AND SERVICES.
These terms of service (these “Terms”) constitute a legal agreement between you and VDB. In order to use the Platform and Services you
must agree to these Terms. By using the Platform or receiving any Services, including downloading and installing the Mobile App, you hereby expressly
acknowledge and agree to be bound by these Terms, and any future amendments and additions to these Terms as provided herein.
CHANGES TO TERMS OF SERVICE
We reserve the right to modify these Terms or its policies relating to the Platform or Service at any time, effective upon posting of an updated version of
these Terms on the Platform. You are responsible for regularly reviewing these Terms. Continued use of the Platform or any Service after any such changes
will constitute your consent to such changes.
is hereby incorporated into these Terms by reference, and governs our treatment of any information, including personally identifiable information you
submit to us. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and that we may
LICENSE GRANT, RESTRICTIONS AND COPYRIGHT POLICY
Subject to your compliance with these Terms, VDB hereby grants you a limited, nonexclusive, non-transferable license: (i) to view, download and print any
publicly available VDB content solely for your lawful, non-competitive purposes; and (ii) to view any other content on the Platform to which you are
permitted access solely for your lawful, non-competitive purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform,
transmit, stream, broadcast or otherwise exploit the Platform or Service, except as expressly permitted herein. No licenses or rights are granted to you by
implication or otherwise under any intellectual property rights owned or controlled by VDB or its licensors, except for the licenses and rights expressly
USE OF THE MOBILE APP
(a) In addition to these Terms, your use of the Mobile App is subject to the following additional terms (the “App Terms”): you understand
and agree that (i) your use of the Mobile App is conditioned upon your acceptance of these App Terms; (ii) the Mobile App contains copyrighted material,
trade secrets, and other proprietary materials of VDB and its licensors; and (iii) in order to protect those proprietary materials, except as expressly
permitted by applicable law, neither you nor a third party acting on your behalf will: (a) decompile, disassemble or reverse engineer the Mobile App; (b)
modify or create derivative works of the Mobile App; (c) use the Mobile App in any manner to provide service bureau, commercial time-sharing or other
computer services to third parties; (d) transmit the Mobile App or provide its functionality, in whole or in part, over the Internet or other network
(except as expressly permitted above); (e) sell, distribute, rent, lease, sublicense or otherwise transfer the Mobile App to a third party; or (f) use
components of the Mobile App to run applications not running on the Mobile App.
(b) you hereby agree that you will: (i) only use the Mobile App to access and use the Services; (ii) not use any software or services in conjunction with
the Services; (iii) not authorize any third party to access or use the Services on your behalf using any automated process such as a BOT, a spider or
periodic caching of information stored by the Service on your behalf; (iv) not use any software or hardware that reduces the number of users directly
accessing or using the Services (sometimes called ‘multiplexing’ or ‘pooling’ software or hardware); (v) not lend, lease, rent or sublicense the Mobile
App; (vi) permit us to send and deliver updates to you as part of your use of the Mobile App; and (vii) allow the Mobile App to automatically download and
install updates from time to time, which are designed to improve, enhance and further develop the Mobile App and may take the form of bug fixes, enhanced
functions, new software modules and completely new versions.
You may only access the Services using authorized means. It is your responsibility to check to ensure you download the correct Mobile App for your device.
VDB is not liable if you do not have a compatible device or if you have downloaded the wrong version of the Mobile App. VDB reserves the right to terminate
these Terms and the App Terms should you use the Platform and Services with an unauthorized device.
USER AGREEMENT, REPRESENTATIONS AND RESTRICTIONS
In order to access the Service, you will be required to register for a VDB account (an “Account”). You agree to: (a) provide true,
accurate, current and complete information about yourself when registering for an Account, including any credit card information (your “ Credit Card”); (b) maintain and promptly update your Account to keep it true, accurate, current and complete; (c) review the fees
(accessible on the Website) to be charged for your use of the Services (the “Fees”); and (d) authorize VDB or its third party service
providers to charge your Credit Card for any and all Fees incurred by you for your use of the Services. 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
have the right to suspend or terminate your Account and refuse any and all current or future use of the Services. You are responsible for all reasonable
costs incurred by VDB in attempting to obtain payment of Fees, including any attorneys’ fees, collection agency fees, interest fees and court costs.
You represent and warrant to VDB that you will: (a) maintain the security of your user identification, password and other confidential information relating
to your Account; (b) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on
the Platform and Services; (c) be responsible for all charges resulting from the use of your Account, including but not limited to, unauthorized use of
your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password; (d) comply with
these Terms; and (e) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses
regarding your use of the Platform and Services.
You further represent, warrant and covenant that: (i) you are at least 18 years old and have the power, and authority to enter into and perform your
obligations under these Terms; (ii) you are a diamond manufacturer, vendor, storeowner or diamond broker; (iii) all information you provide to VDB,
including Credit Card information, is truthful, accurate and complete; (iv) you are authorized, or have the permission of the authorized signatory of the
Credit Card used to pay any Fees incurred from use of the Services; and (v) you have provided and will provide accurate and complete registration
You are not permitted, directly or indirectly, to: (x) engage in any acts inconsistent with the principles of copyright protection and fair use, as
codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of VDB or the copyright owner; or (y) distribute, display (except as
otherwise set forth herein), rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Platform content, in whole or in part; or
(z) remove any proprietary notices or labels on the Platform.
By using the Platform and Services, you agree that you:
· will only use the Platform and Services for lawful purposes;
· will not use the Services for sending or storing any unlawful material or for fraudulent purposes;
· will not use the Platform and Services to cause nuisance, annoyance or inconvenience;
· will not impair the proper operation of the network;
· will not try to harm the Platform or Services in any way whatsoever;
· will provide us with whatever proof of identity we may reasonably request;
· will only use an access point or data account that you are authorized to use; and
· are aware that when requesting Services using SMS, standard-messaging charges will apply.
RIGHT TO TERMINATE
We reserve the right to terminate or restrict your Account, these Terms, or the use of any or all of the Platform and Services, without notice, for any
reason. You agree that VDB will not be liable to you or to any third party for termination of your access to the Platform as a result of any violation of
PAYMENT, PRICING AND PROMOTIONS
Any Fees are due immediately and are non-refundable, unless a prior invoicing arrangement has been made with VDB. VDB reserves the right to determine final
prevailing pricing – Please note the pricing information published on the website may not reflect the prevailing pricing.
VDB may make promotional offers to some or all of its customers. These offers may include different features and rates. Unless offered to you, these
promotional offers will not change your existing rates or contract. VDB may change its Fees at any time for any reason.
THIRD PARTY INTERACTIONS
During use of the Platform, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party
service providers, advertisers or sponsors showing their goods and/or services through the Platform. Any such activity, and any terms, conditions,
warranties or representations associated with such activity, is solely between you and the applicable third-party. VDB and its licensors will have no
liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third party. VDB does not
endorse any sites on the Internet that are linked through the Platform, and in no event will VDB or its licensors be responsible for any content, products,
services or other materials on or available from such sites or third party providers. Certain third party providers of goods and services may require your
agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and VDB disclaims any and all
responsibility or liability arising from such agreements between you and the third party providers.
VDB may utilize third party advertising and marketing supplied through the Platform and other mechanisms to subsidize the Platform and Services. By
agreeing to these Terms you agree to receive such advertising and marketing. VDB may compile and release information regarding you and your use of the
Platform or Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take
reasonable precautions in all actions and interactions with any third party you interact with through the Platform.
You agree that you will defend, indemnify and hold VDB, its licensors and their respective parent organizations, subsidiaries, affiliates, officers,
directors, users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including
attorneys’ fees and costs) arising out of or in connection with: (a) your violation or breach of these Terms or any applicable law or regulation, whether
or not referenced herein; (b) your violation of any rights of any third party, or (c) your use or misuse of the Platform or Service.
DISCLAIMER OF WARRANTIES
VDB DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE platform WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY
OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE SERVICE OR Platform WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE
OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE Platform WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICE OR Platform WILL BE CORRECTED, OR (F) THE platform OR THE SERVER(S) THAT MAKE THE
platform AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE platform IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VDB. YOU ACKNOWLEDGE AND
AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE platform AND SERVICE, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE
MAXIMUM EXTENT PERMITTED BY LAW.
THE platform and services MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VDB
IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
LIMITATION OF LIABILITY
IN NO EVENT WILL VDB OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY
TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). VDB AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY
LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE
platform OR service, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE platform OR service, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS,
ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR
SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE platform, EVEN IF VDB OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
VDB may give notice by means of a general notice on the Platform, electronic mail to your email address on record, or by written communication sent by
first class mail or pre-paid post to your address on record. Any notice will be deemed to have been given upon the expiration of 48 hours after mailing or
posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to VDB at any time by letter
delivered by nationally recognized overnight delivery service or first class postage prepaid mail to VDB at the following addresses: 580 Fifth Avenue, New
York NY 10036
. All notices sent by you will be deemed given when actually received by VDB.
By using any portion of the Platform and Services, you agree to receive notices and electronic communications from VDB. These communications may include
information about your Account or information related to the Platform, Service, and features. You agree that any notice, agreements, disclosures, or other
communications that we provide to you electronically satisfy any legal requirements that such communications be in writing.
DISCLOSURE AND INJUNCTIVE RELIEF
VDB may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any
investigation or complaint regarding your use of the Platform and Services, or to identify, contact or bring legal action against someone who may be
causing injury to or interference with (either intentionally or unintentionally) VDB’s rights or property, or the rights or property of visitors to or
users of the Platform and Services, including VDB’s customers. VDB reserves the right at all times to disclose any information that VDB deems necessary to
comply with any applicable law, regulation, legal process or governmental request. VDB may also disclose your information when VDB determines that
applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable
harm to VDB, for which monetary damages would be inadequate, and you consent to VDB obtaining any injunctive or equitable relief that VDB deems necessary
or appropriate in such circumstances. These remedies are in addition to any other remedies VDB may have at law or in equity.
VDB is not responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between users. Any dispute
between you and another user, including Sellers, must be resolved between yourselves. 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.
These Terms will be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules. You agree that
any dispute arising from or relating to the subject matter of these Terms will be governed by the exclusive jurisdiction and venue of the state and Federal
courts of New York County, New York.
Any dispute, controversy or claim arising out of or in connection with this Agreement or any breach or alleged breach hereof or thereof shall, upon the
request of any party involved, be submitted to, and settled by, arbitration in New York, New York before one arbitrator pursuant to the commercial
arbitration rules then in effect of the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties and a judgment
thereon may be entered in a court of competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to the arbitration; provided that each party shall pay for and bear the cost of its own experts, evidence and attorneys’ fees, except that in the discretion of the
arbitrator any award may include the attorneys’ fees of a party if the arbitrator expressly determines that the party against whom such award is entered
has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic or in bad faith. The language of the arbitration shall be
competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or
unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining
provisions of the Terms, which will continue to be in full force and effect.
and delegation by you is void and ineffective.
and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether
established by custom, practice, policy or precedent, between you and VDB with respect to the Platform and Services.
under them will not be construed as a waiver or relinquishment of VDB’s right to assert or rely upon any such provision or right in that or any other
obligation to comply with such provision, condition or requirement.
Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by VDB
will be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer
VDB will not be liable for any delay or failure to perform resulting from causes outside of its reasonable control, including without limitation any
failure to perform hereunder due to unforeseen circumstances or cause beyond VDB’s control such as acts of God, war, terrorism, riots, embargoes, acts of
civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy,
labor or materials.
If you have a question or concern about these Terms of Service, please contact VDB Support by mail:
Attn: Customer Service
580 Fifth Avenue, New York NY 10036
Tel + 1.212.221.0975
Fax + 1.212.997.5273