Terms & Conditions

LAST MODIFIED NOVEMBER 2017

ACCEPTANCE OF TERMS.

This Agreement provides the general terms and conditions (the "Terms of Use") applicable to all services offered by Polygon to you (the "Services"), including access to its website located at www.Polygon.net (the "Site"), to its applications and social media groups, and any other Services that Polygon may offer from time to time to its members. By accessing or using the Site and/or any other Polygon Services, you accept without limitations or qualifications to be bound by the Terms of Use. Polygon reserves the right to change the Terms of Use from time to time at its sole discretion. Your use of the Site and/or access to any other Polygon Services will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. The most current version of the Terms of Use, as posted on the Site, supersedes any other previous versions or other contracts. In addition, when using particular Services or any of Polygon’s content or material posted on the Site or elsewhere ("Materials"), or entering sections of the Site reserved strictly for members of Polygon, you shall be subject to any terms and conditions set out in policies of Polygon posted on the Site, including, without limitation, the Privacy Policy, Network Rules, Code of Conduct, and other posted guidelines or rules applicable to such Services or Materials that may contain terms and conditions in addition to those in this Agreement. All such policies, guidelines or rules are hereby incorporated by reference into this Agreement. If you breach any of the Terms of Use, Polygon may, at its sole discretion, in addition to terminating your access to use the Site and/or any Services, limit your activity, immediately remove your item listings and/or other content, warn other members of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your subscription and refuse to provide services to you. This Agreement is void where prohibited by law, and the right to access the Site and Materials is revoked in such jurisdictions. Polygon maintains the Site and its Services, without guarantees or warranty of any kind, for your use, and grants you the permission to use and view the Site and access its Services subject to these Terms of Use.

DESCRIPTION OF SERVICES

Polygon provides access to the Site (www.polygon.net) for authorized Members. Other Services may include, but are not limited to, access to Polygon applications, access to other online groups operated or sponsored by Polygon, Virtual Inventory, as well as events such as conferences and trade shows. Membership is generally offered in monthly, quarterly and yearly terms. Access to other Services may be included in Membership fees and terms, or may incur additional fees and/or be offered for different terms, depending on the Service offered.

REGISTRATION AND MEMBER INFORMATION.

Polygon’s member Services, including certain portions of the Site, are only available to business entities that have become registered members of Polygon as described in these Terms of Use ("Members"). Membership is provided to a business entity and not to an individual, upon approval from Polygon. Upon request, new members should complete an application request for membership and provide information and documentation to complete Polygon’s membership vetting procedures. This could include, without limitations: (i) The business entity’s legal name and DBA (if applicable), along with government issued document(s) showing the business’ legal registration in the state/country where they are operating; (ii) The physical address where the business entity operates and to where it is registered, along with all other contact information (telephone(s), email(s), website(s), fax(es)); (iii) Verified business industry references, and sufficient proof - to Polygon’s satisfaction – that the Applicant operates in the gem & jewelry industry and is in good standing. Polygon may also ask Member at any time for updated company and contact information and documents required for Membership. Upon acceptance of Member's application and payment, a Username and Password will be generated for Member.

Company and contact information will be published in Polygon’s member listings, available to Members through the Site. Polygon is not responsible for any omissions or errors. Personal information and documents will not be shared without the permission of the Applicant or Member. In the event that any of these Terms of Use or other Polygon rules and guidelines are breached, or for any reason, Polygon reserves the right, at its sole discretion, to publish the business information of the Member and detail(s) of the violation. Polygon does not guarantee the accuracy, quality or creditworthiness of any Member or any other information published on the Site or elsewhere.

The Services or materials available to Members may include services provided by Polygon and by third parties ("Associates"). By applying for membership or becoming a Member of Polygon, you represent and warrant that: ((i) You are 18 years of age or over; (ii) You are signing up as a Member on behalf of a business entity you have clearly identified and for which you are fully authorized to accept the terms, sign, and be bound; (c) The information you provide to Polygon as part of the application process and/or thereafter as part of your membership, is current, complete, true and accurate; (iv) You are using the site for business purposes only, and that, for the business under which you are registered on Polygon. Member must update company and contact information to ensure that it continues to be current, complete, true and accurate. Upon acceptance of Member's registration and payment, a password will be generated for Member. Access to the Site or any Polygon Services cannot be shared, resold or reassigned to any third party without the prior written consent from Polygon.

RENEWAL & CANCELLATION

Your subscription to the Services is for a minimum of the term identified in the description of service above, and as detailed on Member invoices and statements. You may terminate your subscription to the Services for any reason, or no reason at all, upon a thirty (30) day written notice to Polygon, however, subscription fees will not be refundable if you cancel your subscription prior to its term. Your subscription shall be automatically renewed for the same successive term unless cancelled in writing at least thirty (30) days prior to the end of term renewal date. Subscription cancellations should be sent to support@polygon.net. Service fees are subject to change upon renewal of subscription. Polygon, in its sole discretion, shall have the right to terminate your access to the Site and/or any of its Services at any time, for any reason, and Polygon shall not be obligated to disclose such reason to you. Termination of your access to the Site is sufficient notice of termination of this Agreement. Termination is in addition to all other legal or equitable remedies available to either party. Upon termination of this Agreement for any reason, Member shall cease to access or to use any information obtained through Polygon. The limitations and disclaimers of warranties, and the indemnity obligations of Members, and the provisions of governing law, jurisdiction and venue, shall survive the termination of this Agreement.

SERVICE FEES.

Polygon, in its sole discretion, shall have the right to modify any portion of its fee structure for any reason, at any time without prior notice. Changes to the fee structure shall become effective once posted on the Site and shall apply to all new or renewed subscriptions which become effective on the day of such posting. Fees paid in advance are non-refundable if you cancel your subscription prior to its term, or if Polygon restricts, suspends, limits or terminates your access to the Site or Services as a result of your non-compliance to the Terms of Use or in the case of other unpaid obligations to the trade. Unless otherwise stated, all fees are quoted in US Dollars. You are responsible for paying all fees associated with the Services and all applicable taxes. Failure to meet payment due dates could result in the cancellation of the Service. Polygon reserves the right to collect late fees, and collect payment when possible.

USE AND PROTECTION OF USERNAME AND PASSWORD.

You are responsible for maintaining the confidentiality of your account Username(s) and Password(s). You are responsible for all uses of your account, whether or not actually or expressly authorized by you. If there is a breach of the confidentiality of a Username(s) or Password(s) assigned to you, or any breach of security through your Member's account, then you shall notify Polygon immediately in writing and send the information to support@polygon.net.

LIMITED COPYRIGHT LICENSE.

The Materials and Services on this Site, including, but not limited to, the compilation of all content, are protected by copyright and/or other intellectual property laws and any unauthorized use of the Materials or Services at this Site may violate such laws. Except as expressly provided herein, Polygon and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, rights in trade secrets, or other intellectual property rights with respect to the Materials and Services. Except as expressly permitted herein, no portion of the Materials on this Site may be reproduced in any form or by any means without the prior written permission of Polygon.

USE OF MEMBER INFORMATION.

In order to make various features and functions of Services and Materials available to Members, Polygon may collect information about a Member and a Member's use of Polygon ("Member Information"). You acknowledge and agree that Polygon's collection and use of your Member Information as set forth in Polygon's Privacy Policy, and Polygon's operation and provision of Services, as contemplated under this Agreement, is not a breach of your right of privacy, publicity, or any other right related to protection of personal data, whether in equity, law, contract, or otherwise. You hereby waive any and all such claims or rights of action, whether foreseen or unforeseen, so long as your Member Information is collected, stored, and used in accordance with Polygon's Privacy Policy, or in the case of you making use of Materials or Services provided by Polygon Associates, the privacy policy of such Associate.

LINKS TO OTHER INTERNET WEB SITES.

This Site may contain links to third-party websites that are not under the control of Polygon. Polygon makes no representations whatsoever about any other website to which you may have access through this Site, including the websites of Polygon Associates. When you access a non-Polygon website, you do so at your own risk and Polygon is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites; or for the quality of any products or services available on such sites; or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site, or resource. Polygon provides these links merely as a convenience and the inclusion of such links does not imply that Polygon endorses or accepts any responsibility for the content or uses of such Web sites.

MEMBER CONTENT.

You are solely responsible for the content of any data, information, inventory/product listings, descriptions, prices, materials, documents, questions, comments, feedback, ideas, descriptions of processes, or other information (“Member Content”) submitted to Polygon. Polygon does not want to receive confidential or proprietary information from you through the Site or otherwise. Any non-personal unsolicited information or material sent to Polygon will be deemed not confidential, and by sending such information you hereby grant Polygon an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute those materials or information, and you also agree that Polygon is free to use any ideas, concepts, know-how, or techniques that you send to us in any manner for any purpose. Personal information, such as names, addresses, telephone numbers, etc., will remain subject to Polygon’s Privacy Policy.

Member shall obtain any and all licenses to, or releases of intellectual or proprietary rights in or to the Member Content before delivery to Polygon. Certain Services offered on the Site accommodate or require Member Content. By submitting Member Content Polygon, you will grant Polygon a worldwide, unrestricted, royalty-free, irrevocable, and non-exclusive license to reproduce, display, perform, modify, transmit, and distribute such Member Content, and you also agree that Polygon is free to use any ideas, concepts, know-how, or techniques that you submit to Polygon in any manner for any purpose. By virtue of these licenses, Polygon only obtains the rights set out in the license grants and does not obtain any additional right, title, or interest to any copyright, patent, trademark, or other intellectual property right in or to the Member Content.

Members may only list inventory from other Polygon members on their own websites and in their own stores, for which they have the explicit permission from Polygon and the sellers to do so.

Polygon may establish general practices and limits on the use of any Service, including, but not limited to, limits on retention time, file size, and storage space for Member Content. Polygon shall have no liability or responsibility for the deletion or failure to store any information or materials in connection with any Service. Polygon reserves the right, at Polygon's discretion, to refuse to post, modify, remove or require the removal of any Member Content on the Site or on any other network or interface maintained or sponsored by Polygon if Polygon deems such Member Content to be inappropriate.

MEMBER OBLIGATIONS AND WARRANTIES.

You may use the Site and Services in accordance with this Agreement. You undertake and warrant that the use of the Site and Services by you and the Member Content you post on the Site shall not: (i) Be false, inaccurate or misleading; (ii) Be fraudulent or involve the sale of counterfeit or stolen items; (iii) Be defamatory, libelous, obscene, violent, scandalous, threatening, or harassing to Polygon, or its Members or any other third parties; (v) Contain viruses or other contaminating or destructive features; (v) Violate the personal, proprietary, or intellectual property rights of any third party; or (vi) Violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising). In addition, Members may not post merchandise for sale for which they are not authorized representatives. Polygon reserves the right to request written proof of such representation. A Member is not permitted to email blast or otherwise mass solicit other Members.

A Member shall use Polygon only for the direct benefit of such Member's internal business operations. The business for which Polygon is being used must be the same entity as the registered Member; for example, if a Member owns two businesses and wants to use Polygon for both, they must register both businesses as separate entities on Polygon. Members may not share or disclose any information about or available on Polygon, including but not limited to other Member Content and Member names/contact information, with non-Members and/or non-authorized third-parties. Polygon must authorize, in writing, any such disclosures. Members may not use any of the Member Content or any other content posted on the Site or available through any other Services to solicit membership for any other network that offers the same or similar services in the jewelry industry, including but not limited to buy/sell groups, online databases and listings, directories or any other similar service. Members are not permitted to copy, directly or indirectly, in whole or in part, any part of the Site or Services, or any of the Member Content. Members shall not resell project management, hosting or any other services on behalf of any third parties.

With respect to information available on the Site, you may (i) view that information, and (ii) print that information for use in accordance with this Agreement, so long as those copies are distributed only to Member's employees and so long as all copyright, trademark, and other proprietary rights notices are included on those copies. Except as specifically permitted above, you shall not (i) reproduce or distribute any information available through the Site, electronically or otherwise, or (ii) store or aggregate that information. You shall not share, rent, or sublicense any of its rights under this Agreement to any other party.

WARRANTIES AND DISCLAIMERS.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF YOU AND POLYGON, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, POLYGON MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM THE SITE WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED TO NINETY (90) DAYS. THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. POLYGON MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES AND PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND POLYGON MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. POLYGON ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND/OR SERVICES OR FOR INFORMATION, MATERIALS, OR SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR LINKED TO THIS SITE, INCLUDING THOSE OF POLYGON'S ASSOCIATES. REFERENCES TO OTHER COMPANIES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN NO EVENT SHALL POLYGON OR ITS LICENSORS OR ASSOCIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT POLYGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE, INCLUDING THOSE OF POLYGON'S ASSOCIATES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM POLYGON OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, IN NO EVENT WILL POLYGON'S LIABILITY FOR THE SUBJECT MATTER OF THIS AGREEMENT EXCEED 100 CANADIAN DOLLARS. MEMBERS ACKNOWLEDGE THAT THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS AGREEMENT IS A MATERIAL CONSIDERATION FOR POLYGON ENTERING INTO THIS AGREEMENT.

INDEMNITY.

You shall, at your own expense, indemnify, defend, and hold Polygon and its subsidiaries, affiliates, officers, employees, agents, co-branders, associates, suppliers, or other partners harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorneys' fees), arising out of or related to a third-party claim, action or allegation (a) related in any way to a transaction or dispute between you and another Member or between you and any third party, (b) based on or caused by unauthorized access to the Site through Member's account, (c) based on facts or alleged facts that would constitute a breach of any of Member's representations, warranties, or covenants under this Agreement, or (d) arising out of a request for Polygon to remove or disable access to any Member Content in or on the Site. You shall not enter into a settlement of the foregoing without Polygon's prior written consent, and shall not incur expenses and fees in defending the above claims, actions, or allegations without prior approval from Polygon. By using the Site and Services you acknowledge that Polygon has no control over the quality, safety, legality or accuracy of Member Content, the ability of sellers to sell items or the ability of buyers to pay for items. Polygon cannot ensure that a buyer or seller will actually complete a transaction. As a result, in the event that you have a dispute with one or more Members, you shall release Polygon and its subsidiaries, affiliates, officers, employees, agents, co-branders, associates, suppliers, or other partners from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between you and Polygon with respect to the Site and Services and supersedes all prior agreements or previous discussions (written or oral) between you and Polygon, subject to any specific agreement governing Services subscribed by you through this Site. This Agreement may be modified only by a signed agreement, or as follows: Polygon may modify this Agreement by posting the new terms on the Site. If you continue to use the Materials, Services, or Site, then you will be considered to have accepted the modifications.

MISCELLANEOUS PROVISIONS.

Polygon's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Polygon will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of Polygon including, without limitation, outages of the Internet or connections thereto, communications outages, earthquake, fire, flood, war, or act of God; or any acts of governmental bodies or authorities. The parties agree that this Agreement shall be written in English only.

GOVERNING LAW AND JURISDICTION.

The Site (excluding linked sites) and Services are controlled by mdf commerce, the parent company of Polygon, from its offices within the Province of Québec, Canada. By accessing this Site, you and Polygon agree that the statutes and laws of the Province of Québec, without regard to the conflicts of laws principles thereof, shall govern all matters relating to your access to, or use of, this Site and any Materials or Services. You and Polygon also agree and hereby submit to the exclusive personal jurisdiction and venue of the Courts of the Province of Québec with respect to such matters. Polygon makes no representation that Materials or Services available on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

QUESTIONS.

Should you have any questions concerning the present Membership Agreement, please contact us.

1-800-221-4435 | 450-449-8715 

info@polygon.net | support@polygon.net

www.polygon.net