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, newsgroup aliases or group aliases. You will not "stalk" or otherwise harass another;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Site;

You will not take any action that imposes or may impose (in TrueFacet's sole discretion) an unreasonable or disproportionately large load on TrueFacet's technical infrastructure;

You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site, except for Internet search engines e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with TrueFacet's robots.txt file;

You will not use any automated device or software that enables the submission of automatic postings on the Site without human intervention or authorship, including, without limitation, the use of any such automated posting device in connection with bulk postings or for automatic submission of postings at certain times or intervals; and

You will not interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means.

Please let TrueFacet know about inappropriate content. If you find something that violates TrueFacet's community guidelines, let TrueFacet know, and TrueFacet will review it. TrueFacet reserves the right, in TrueFacet's sole and absolute discretion, to deny you access to the Site, or any portion of the Site, without notice and remove any User Content that does not adhere to these guidelines.

5. THE PRODUCTS; SHIPPING;RETURN POLICY

Product Availability and Pricing

All products that TrueFacet sells through the Site (the "Products") are provided by third parties and are not manufactured or supplied by TrueFacet. You acknowledge and agree that while some Products may be new Products, others will be used or pre-owned Products. If a Product is a used or pre-owned Product, this will be made known to you in the Product listing.

If you are interested in a Product that is currently on back order, email TrueFacet at support@TrueFacet.com or call TrueFacet at 800-690-3736 and TrueFacet can tell you when the Product will be back in stock. Sometimes with the volume of orders TrueFacet will receive, a Product may go out of stock before TrueFacet is able to post a notification on the Site. If this happens after you purchased that Product, TrueFacet will contact you directly to discuss possible options.

Product prices may be inaccurately displayed on the Site due to system or typographical errors. While TrueFacet makes every attempt to avoid these errors, they may occur. TrueFacet reserves the right to correct any and all errors when they do occur, and TrueFacet does not honor inaccurate or erroneous prices. If you purchase a Product with a listed price that is lower than its actual price, TrueFacet will, at TrueFacet's discretion, either contact you to notify you of the correct price before shipping the Product or cancel the order and notify you of such cancellation. If the order has been shipped, you agree to either return the Product or pay the difference between the actual and charged prices. TrueFacet's prices are also subject to change without notice. TrueFacet apologizes for any inconvenience that this may cause.

TrueFacet does not negotiate prices on TrueFacet's Products and all TrueFacet's prices are final.

Product Descriptions

TrueFacet makes every attempt to ensure that TrueFacet's online catalog is as accurate and complete as possible. To give you the opportunity to view the Products in great detail, some Products may appear larger or smaller than their actual size in TrueFacet's photographs; and since every computer monitor is set differently, color and size may vary slightly.

TrueFacet's objective is to provide you with as much information and detail about your prospective purchase as possible so that you can get the details of a particular item. In compliance with industry standards, TrueFacet states that carat total weight on all purchases may vary 0.05 carats from stated weight.

Comparison Purchasing

To keep TrueFacet's prices low, TrueFacet does not allow comparison purchasing. Comparison purchasing is the act of buying several items with the intent of keeping the one you like best and returning the remainder. This causes undue restocking and inventory overhead and can be very costly.

Valuation Report

TrueFacet will provide a Valuation Report (the "Report") for Products that you purchase. The Report sets forth TrueFacet's statement regarding the verification of a Product pursuant to TrueFacet's or TrueFacet vendor partner's examination of the Product. Your sole and exclusive remedy for a material misstatement by TrueFacet on a Certificate for a particular Product is the return of such Product and a refund of the purchase price.

Billing Information

Products purchased by you will be shipped in accordance with TrueFacet's then current shipping policy, a current version of which can be viewed here.

Return Policy

You may return Products only in accordance with TrueFacet's then current Return Policy, a current version of which can be viewed here.

6. INTELLECTUAL PROPERTY

The Site contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of TrueFacet (collectively referred to as the "Content"). The Content includes Product Descriptions. The Content is owned by TrueFacet or by TrueFacet's third party licensors. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from TrueFacet. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of TrueFacet ("TrueFacet Trademarks") used and displayed on the Site are registered and unregistered trademarks or service marks of TrueFacet. Other company, product, and service names used and displayed on the Site may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with the TrueFacet Trademarks, the "Trademarks"). Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without TrueFacet's prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by TrueFacet in writing. All goodwill generated from the use of the TrueFacet Trademarks inures to TrueFacet's benefit.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without TrueFacet's express, written consent for each and every instance.

7. PROCEDURE FOR CLAIMS UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT

TrueFacet respects the intellectual property rights of others and attempts to comply with all relevant laws, and it expects its users to do the same. TrueFacet will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws. TrueFacet may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property of a third party.

TrueFacet's designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any notification of claimed infringement, which may be given under that Act is as follows:

If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide TrueFacet's agent with notice in accordance with the requirements of the Act, including

(i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located;
(ii) a description of the location of the original or an authorized copy of the copyrighted work;
(iii) your address, telephone number and e-mail address;
(iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
(v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
(vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

8. COMMUNICATION TO TRUEFACET;USER SUBMISSIONS;AND PUBLICITY

The Site may provide you and other users with the ability to send messages or post content (together, "User Content") to or for other users and non-users. TrueFacet is under no obligation to review any User Content and assumes no responsibility or liability relating to any such User Content. Notwithstanding the above, The TrueFacet may from time to time monitor the User Content and may decline to accept and/or remove any User Content. You acknowledge that you are responsible for any User Content you submit through the Site, including the legality, reliability, appropriateness, originality and copyright of any such User Content.

You retain all copyrights and other intellectual property rights in and to your User Content. With respect to any User Content you submit or make available through the Site, you grant TrueFacet a perpetual, irrevocable, non-terminable, worldwide, royalty-free, transferable and non-exclusive license, with the right to sublicense through multiple tiers, to use, copy, distribute, publicly display, modify, adapt, publish, create derivative works, and sublicense such User Content or any part of such User Content, in any format or medium now known or hereafter developed. You hereby represent, warrant and covenant that any User Content you provide (i) does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant such a license to TrueFacet, and (ii) The TrueFacet's authorized use thereof, does not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights). Without limiting the foregoing, you acknowledge and agree that uses of your User Content permitted by the foregoing rights and licenses may include the display of such User Content adjacent to advertising and other material or content, including for profit. Please take care with the User Content that you provide. Any Personal Data that you make available in any User Content will be made available to other users of the Site and to the general public and will not be subject to the terms of TrueFacet's Privacy Policy.

9. ELECTRONIC COMMUNICATION

When you use the Site or send emails to TrueFacet, you are communicating with TrueFacet electronically. You consent to receive communications electronically from TrueFacet and its affiliates. TrueFacet will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing.

Although TrueFacet encourages you to e-mail TrueFacet, TrueFacet does not want you to, and you should not, e-mail TrueFacet any content that contains confidential information. With respect to all e-mails you send to TrueFacet, including but not limited to, feedback, questions, comments, suggestions, and the like, TrueFacet shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation to you.

10. NO WARRANTIES/LIMITATION OF LIABILITY

TRUEFACET MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR, EXCEPT AS OTHERWISE PROVIDED BY TRUEFACET TO YOU ON A PRODUCT BY PRODUCT BASIS, ANY PRODUCTS. TRUEFACET SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND ALL CONTENT MADE AVAILABLE TO YOU THROUGH THE SITE (THE "CONTENT"), AS WELL AS ALL PRODUCTS, AT YOUR OWN RISK.

TRUEFACET DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVERS, OR ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, TRUEFACET SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

THE SITE, THE CONTENT AND, UNLESS OTHERWISE PROVIDED BY TRUEFACET TO YOU ON A PRODUCT BY PRODUCT BASIS, ALL PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TRUEFACET DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

TRUEFACET SHALL NOT BE LIABLE TO YOU (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THIS AGREEMENT. TRUEFACET'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE LESSER OF THE FEES PAID BY YOU FOR THE PRODUCT GIVING RISE TO THE CLAIM, OR $100.

THE SITE AND/OR THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. TRUEFACET IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS. THE SITE AND/OR THE CONTENT MAY CONTAIN INFORMATION ON PRODUCTS WHICH ARE NOT AVAILABLE IN EVERY LOCATION OR WHICH ARE NO LONGER AVAILABLE. A REFERENCE TO A PRODUCT ON THE SITE DOES NOT IMPLY THAT SUCH PRODUCT IS OR WILL BE AVAILABLE TO YOU. TRUEFACET RESERVES THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITE AND/OR ANY PRODUCT LISTING AT ANY TIME WITHOUT NOTICE.

ALL PRODUCTS ARE OFFERED BY TRUE FACET "AS AVAILABLE.

IN THE EVENT THAT TRUEFACET OR ITS VENDORS ARE UNABLE TO DELIVER ANY PRODUCT ORDERED BY A CUSTOMER, THE SOLE AND EXCLUSIVE OBLIGATION OF TRUEFACET IS TO RETURN THE PURCHASE PRICE PAID FOR THE PRODUCT. TRUEFACET IS NOT RESPONSIBLE AND SHALL HAVE NO OBLIGATION TO REIMBURSE ANY CUSTOMER FOR LOST PROFITS, LOST APPRECIATION, OPPORTUNITY OR INVESTMENT VALUE, LOST USE OF FUNDS, INTEREST, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TRUEFACET SHALL NOT HAVE ANY OBLIGATION OF SPECIFIC PERFORMANCE TO DELIVER ANY PRODUCT. TRUEFACET DOES NOT GUARANTY OR WARRANTY EXECUTION OF TRANSACTIONS IN THE MANNER OF SECURITIES OR COMMODITIES TRADING PLATFORMS.

11. EXTERNAL SITES

The Site may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by TrueFacet of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. TRUEFACET is not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold TrueFacet and TrueFacet's officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of your transactions made through the Site, or your access to, use, or misuse of the Site, the Content, or any Product. TrueFacet reserves the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting TrueFacet's defense of such matter.

13. COMPLIANCE WITH APPLICABLE LAWS

The Site is based in the United States. TrueFacet makes no claims concerning whether the Site or any Content may be downloaded, viewed, or be appropriate for use outside of the United States. TrueFacet also make no claims concerning whether any Product is appropriate for sale outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

14. MODIFICATION AND NOTIFICATION CHANGES

TrueFacet reserves the right to make changes to the Site and these Terms of Use at any time. If TrueFacet makes a material modification to these Terms of Use, it will notify you by: (i) sending an email to the address associated with your account (TrueFacet is not responsible for your failure to receive an email due to the actions of your ISP or any email filtering service; therefore, you should add TrueFacet.com to the list of domains approved to send you email (commonly known as your "whitelist")); or (ii) displaying a prominent announcement above the text of these Terms of Use for thirty (30) days, with (i) or (ii) being deemed sufficient notification, of such changes.

After notice of a modification to the Terms of Use has been posted for 30 days, the notice may be removed. If you choose to continue using the Site, you agree that by doing so you will be deemed to accept the new Terms of Use.

15. FORCE MAJEURE

TrueFacet shall be excused from performance under these Terms of Use, to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from

(1) weather conditions or other elements of nature or acts of God,
(2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion,
(3) quarantines or embargoes,
(4) labor strikes, or
(5) other causes beyond the reasonable control of TrueFacet.

In the event that TrueFacet is temporarily unable to ship a Product purchased by you because of such an event, TrueFacet will give you the option of deferring shipment or receiving a refund of your charges.

16. TERMINATION OF AGREEMENT

TrueFacet reserves the right, in TrueFacet's sole discretion, to restrict, suspend, or terminate this Agreement and your access to the Site or any part thereof, at any time and for any reason without prior notice or liability. TrueFacet reserves the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

17. EPIC FOUNDATION PARTNERSHIP

If you are consigning with, additional terms set forth in our General Consignment Agreement will apply and will be incorporated by reference into these Terms of Service. If you are consigning with us as part of a donation, additional terms set forth in our Donation Consignment Agreement will apply and will be incorporated by reference into these Terms of Service. If these Terms of Service are inconsistent with the General Consignment Agreement or with the Donation Consignment Agreement with respect to your consignment activities, the General Consignment Agreement or the Donation Consignment Agreement will control depending on the type of consignment you are partaking in.

18. MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Site shall be deemed passive do not give rise to personal jurisdiction over TrueFacet, either specific or general, in jurisdictions other than New York.

YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE, THE CONTENT, ANY PRODUCT, OR OTHERWISE ARISING OUT OF RELATED TO THIS AGREEMENT, OR TRUEFACET'S SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: "Intellectual Property," "Communications to TrueFacet; User Submissions; and Publicity," "No Warranties/Limitation of Liability," "Indemnification," "Termination of the Agreement," and "Miscellaneous."

TrueFacet's failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against TrueFacet unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by TrueFacet and you in writing, this Agreement constitutes the entire Agreement between you and TrueFacet with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of TrueFacet's successors, assigns, licensees, and sublicensees.

HOW TO CONTACT TRUEFACET

If you have any questions or comments about these Terms of Use or the Site, please contact TrueFacet by email at support@TrueFacet.com.

You also may write to TrueFacet at:

TrueFacet
36 West 47th Street.
#603
New York, NY 10036

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