TERMS OF USE

Last Updated: February 25, 2020

TrueFacet, LLC. ( "TrueFacet" ) welcomes each Site user (“you”). TrueFacet is really excited that you have decided to access and use TrueFacet's website located at www.TrueFacet.com ("Site").

TrueFacet provides access to the Site to visitors and Registered Users (as defined below) subject to the following Terms of Use, which may be updated by TrueFacet from time to time without notice to you.

These Terms of Use govern your use of the Site. By browsing the public areas or by accessing and using the Site, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of TrueFacet's Privacy Policy, which is hereby incorporated by reference (collectively, this "Agreement") and available at http://www.TrueFacet.com/privacy-policy (the "Privacy Policy"). Certain portions of the Site may not be available to you unless you are a Registered User. If you do not agree to any of these terms, then please do not use the Site in any way.

The Site offers a wide range of services and sometimes additional terms to the Agreement ("Additional Terms") may apply to your use thereof. For example, consignors are also subject to additional Consignment Terms governing the consignment of items on the Site.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in the Privacy Policy.

1. TRUEFACET'S SITE

The TrueFacet Site is a premiere online marketplace providing you with access to sales of new and resale jewelry and watches (“Items”). The Site enables (a) Registered Users to list or consign Items for sale (“Sellers”) on the Site, and (b) Sellers to communicate and transact directly with Registered Users who are purchasers or potential purchasers of Items (“Buyers”).

As the provider of the Site, TrueFacet does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Items. Sellers alone are responsible for their Items. When a Buyer makes a purchase from a Seller, the Buyer and Seller are entering into a contract directly with each other. TrueFacet is not and does not become a party to or other participant in any contractual relationship between Buyers and Sellers. TrueFacet is not acting as an agent in any capacity for any Seller, except in connection with the TrueFacet Boutique, where TrueFacet is an authorized dealer on behalf of the Sellers.

You are responsible for obtaining access to the Site, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Site.

If we make changes to these Terms of Use, we will post the revised Terms of Use on the Site and update the “Last Updated” date at the top of these Terms of Use. If you disagree with the revised Terms of Use, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in a notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Site will constitute acceptance of the revised Terms.

2. LICENSE AND SITE ACCESS

TrueFacet grants you a limited license to access the Site for personal use. This license does not include any downloading or copying of account information for the benefit of another vendor or any other third party; caching, unauthorized hypertext links to the Site and the framing of any Content (defined below) available through the Site, uploading, posting, or transmitting any content that you do not have a right to make available (such as the intellectual property of another party); uploading, posting, or transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; any action that imposes or may impose (in TrueFacet's sole discretion) an unreasonable or disproportionately large load on TrueFacet's infrastructure; or any use of data mining, robots, or similar data gathering and extraction tools. You may not bypass any measures used by TrueFacet to prevent or restrict access to the Site. Any unauthorized use by you shall terminate the permission or license granted to you by TrueFacet.

3. MEMBERSHIP ELIGIBILITY AND REPRESENTATIONS; TERMS SPECIFIC TO SELLERS

You are not permitted to access the Site if you are under the age of 18 or if your account has been suspended or removed by TrueFacet for any reason. By accessing and using the Site, you represent and warrant that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction.

You may choose to use Site as a visitor or as a "Registered User." To become a Registered User, you must register with TrueFacet by creating an account with a unique email address and password (your "Credentials") to access your account. You may not have more than one active account. Additionally, you are prohibited from selling, trading, or otherwise transferring your Credentials or account to another party. Registered Users can be Buyers or Sellers.

During registration for an account, or during checkout if you choose to use Site as a visitor, you will be required to provide TrueFacet with certain Personal Data. TrueFacet's use of this Personal Data is governed by TrueFacet's Privacy Policy [http://www.TrueFacet.com/privacy-policy]. You agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration form. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or TrueFacet has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TrueFacet has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). If you use the Site, you are responsible for maintaining the confidentiality of your Credentials, and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or with your Credentials. Because of this, TrueFacet strongly recommends that you exit from your account at the end of each session. You agree to notify TrueFacet immediately of any unauthorized use of your account or any other breach of security. TrueFacet reserves the right to refuse service, terminate accounts, change Credentials, or remove or edit content in its sole discretion for any reason or no reason.

Terms Specific for Sellers:

• By providing Items to the Site each Seller agrees to the service fees TrueFacet may charge to Sellers ("Service Fees") in consideration for the use of the Site. More information about when Service Fees apply and how they are calculated can be found on our Site.

• TrueFacet reserves the right to change the Service Fees at any time, and we will provide Sellers with adequate notice of any changes to the Service Fees before they become effective, by e-mail and by posting Service Fee changes on the Site. If you do not agree with any changes to the Service Fees, your sole remedy will be to terminate this Agreement by removing your Items from the Site. If you do not terminate your Agreement before the date the revised Service Fees become effective, your continued access to or use of the Site will constitute acceptance of the revised Service Fees. The Service Fees will not be modified for those items that were listed prior to the date that the modified Service Fees came into effect.

• Service Fees due and payable to TrueFacet will be collected and retained by TrueFacet from the purchase price of each Item. Except as otherwise provided on the Site, Service Fees are non-refundable.

• Each Seller agrees to provide authentic, true Items; no Items provided for sale through the Site will be counterfeit goods.

• Each Seller represents that he, she or it is the owner or otherwise authorized by the owner of the Items the Seller provides for sale through the Site.

• Each Seller agrees to indemnify, defend and hold harmless TrueFacet and its employees, agents, shareholders, consultants and service providers arising out of or related to: (1) any third party claims related to any Items provided to the Site by the Seller, or (2) a breach of this Terms of Use or the Privacy Policy.

• If you choose to use the Site as a Seller, your relationship with TrueFacet is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of TrueFacet for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of TrueFacet.

4. COMMUNITY GUIDELINES

TrueFacet's community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Site, you hereby agree to comply with these community rules and that:

• You will not send TrueFacet any hazardous materials;

• You will not use the Site for any unlawful purpose, including money laundering;

• You will not post or send TrueFacet false or misleading information;

• Other than sending TrueFacet information in accordance with this Agreement, you will not use the Site to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

• You will not access or use the Site to collect any market research for a competing business;

• You will not upload to, distribute or otherwise publish through the Site any User Content (as defined below) that:
  • - is confidential, proprietary, invasive of privacy or publicity rights, infringing on intellectual property rights, unlawful, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. or foreign laws;
  • - may contain software viruses or malware;
  • - contains advertisements or solicitations of any kind, or other commercial content;
  • - contains personal information (such as messages that include phone numbers, Social Security numbers, payment card numbers, account numbers, addresses or employer references), except where TrueFacet expressly asks you to provide such information;
  • - contains messages by non-spokesperson employees of TrueFacet purporting to speak on behalf of TrueFacet or containing confidential information or expressing opinions concerning TrueFacet;
  • - contains messages that offer unauthorized downloads of any copyrighted, confidential or private information;
  • - contains multiple messages placed within individual folders by the same user restating the same point;
  • - contains chain letters of any kind; or
  • - contains identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message; this prohibition includes but is not limited to (a) using the invitation functionality that may be available on the Site to send messages to people who do not know you or who are unlikely to recognize you as a known contact; (b) using the Site to connect to people who do not know you and then sending unsolicited promotional messages to those direct connections without their permission; or (c) sending messages to distribution lists, newsgro