These Terms of Use constitute a legally binding
agreement made between you, whether personally or on behalf of an entity (“you”) and The Vassallo Jewellers Ltd
(" Company
", “we”, “us”, or
“our”), concerning your access to and use of the https:/heirandloom.com website as well as any other media
form, media channel, mobile website or mobile application related, linked, or otherwise connected
thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and
agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE,
THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may
be posted on the Site from time to time are hereby expressly incorporated herein by reference. We
reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any
time and for any reason. We will alert you about any changes by updating the “Last updated” date of
these Terms of Use, and you waive any right to receive specific notice of each such change. It is your
responsibility to periodically review these Terms of Use to stay informed of updates. You will be
subject to, and will be deemed to have been made aware of and to have accepted, the changes in any
revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are
posted.
The information provided on the Site is not intended for
distribution to or use by any person or entity in any jurisdiction or country where such distribution or
use would be contrary to law or regulation or which would subject us to any registration requirement
within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other
locations do so on their own initiative and are solely responsible for compliance with local laws, if
and to the extent local laws are applicable.
Unless otherwise
indicated, the Site is our proprietary property and all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and
graphics on the Site (collectively, the “Content”) and the trademarks, service
marks, and logos contained therein (the “Marks”) are owned or controlled by us or
licensed to us, and are protected by copyright and trademark laws and various
other intellectual property rights and unfair competition laws of the United
States, international copyright laws, and international conventions. The Content and the Marks are
provided on the
Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms
of Use, no part of the Site and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
Provided that you
are eligible to use the Site, you are granted a limited license to access and
use the Site and to download or print a copy of any portion of the Content to
which you have properly gained access solely for your personal, non-commercial
use. We reserve all rights not expressly granted to you in and to the Site, the Content and the
Marks.
By using the Site, you represent and warrant
that:
(1) all registration information you submit
will be true, accurate, current, and complete; (2) you will maintain the accuracy of such
information and promptly update such registration information as necessary;
(3) you have the legal capacity and you agree to comply
with these Terms of Use;
(4) you are not a
minor in the jurisdiction in which you reside
, or if a minor, you have
received parental permission to use the Site
; (5) you will not access the Site
through automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Site for any illegal or
unauthorized
purpose; and (7) your use of the Site
will not violate any applicable law or regulation.
If you provide any
information that 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 Site (or any
portion thereof).
USER REGISTRATION
You may be
required to register with the Site. You agree to keep your password confidential and
will be responsible for all use of your account and password. We reserve the right to
remove, reclaim, or change a username you select if we determine, in our sole
discretion, that such username is inappropriate, obscene, or otherwise objectionable.
We accept the following forms of payment:
You agree to provide current, complete, and accurate
purchase and account information for all purchases made via the Site. You further agree to promptly
update account and payment information, including email address, payment method, and payment card
expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be
added to the price of purchases as deemed required by us. We may change prices at any time. All payments
shall be in Euros .
You agree to pay all charges at the prices then in
effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen
payment provider for any such amounts upon placing your order.
We reserve the right to correct
any errors or mistakes in pricing, even if we have already requested or
received payment.
We reserve the
right to refuse any order placed through the Site. We may, in our sole discretion, limit or
cancel quantities purchased per person, per household, or per order. These restrictions may include
orders placed
by or under the same customer account, the same payment method, and/or orders
that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in
our sole
judgment, appear to be placed by dealers, resellers, or distributors.
Please review
our Return Policy posted on the Site prior to making any purchases.
You may not access or use the
Site for any purpose other than that for which we make the Site available. The Site may not be used in
connection with any commercial endeavors except those that are specifically endorsed or approved by
us.
As a user of the
Site, you agree not to:
USER GENERATED
CONTRIBUTIONS
1. The creation, distribution,
transmission, public display, or performance, and the accessing, downloading, or copying of your
Contributions do not and will not infringe the proprietary rights, including but not limited to the
copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site
or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and
may result in, among other things, termination or suspension of your rights to use the Site
and the Marketplace Offerings.
CONTRIBUTION LICENSE
You and Site agree that we may
access, store, process, and use any information and personal data that you provide following the terms
of the Privacy Policy and your choices (including settings).
By submitting suggestions or other
feedback regarding the Site, you agree that we can use and share such feedback for any purpose without
compensation to you.
We do not assert any ownership
over your Contributions. You retain full ownership of all of your Contributions and any intellectual
property rights or other proprietary rights associated with your Contributions. We are not liable for
any statements or representations in your Contributions provided by you in any area on the Site. You are
solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any
and all responsibility and to refrain from any legal action against us regarding your
Contributions.
SUBMISSIONS
You acknowledge and agree that any
questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace
Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We
shall own exclusive rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without
acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby
warrant that any such Submissions are original with you or that you have the right to submit such Submissions.
You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of
any proprietary right in your Submissions.
SITE MANAGEMENT
We reserve the right, but not the
obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action
against anyone who, in our sole discretion, violates the law or these Terms of Use, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without
limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically
feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation,
notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in
size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to
protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace
Offerings.
PRIVACY POLICY
We care about data privacy and
security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy posted
on the Site, which is incorporated into these Terms of Use. Please be advised the Site and the Marketplace
Offerings are hosted in
the United Kingdom
. If you access the Site or the Marketplace Offerings from any other region of the world with laws or
other requirements governing personal data collection, use, or disclosure that differ from applicable laws
in
the United Kingdom
, then through your continued use of the Site, you are transferring your data to
the United Kingdom
, and you expressly consent to have your data transferred to and processed in
the United Kingdom
.
TERM AND TERMINATION
These Terms of Use shall remain in
full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE
SITE AND THE MARKETPLACE OFFERINGS (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON
OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT
CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SITE AND THE MARKETPLACE OFFERINGS OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.
If we terminate or suspend your
account for any reason, you are prohibited from registering and creating a new account under your name, a
fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third
party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal
action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change,
modify, or remove the contents of the Site at any time or for any reason at our sole discretion without
notice. However, we have no obligation to update any information on our Site. We also reserve the right to
modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be
liable to you or any third party for any modification, price change, suspension, or discontinuance of the
Site or the Marketplace Offerings.
We cannot guarantee the Site and
the Marketplace Offerings will be available at all times. We may experience hardware, software, or other
problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the
Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no
liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the
Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace
Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site
or the Marketplace Offerings or to supply any corrections, updates, or releases in connection
therewith.
GOVERNING LAW
These conditions are governed by
and interpreted following the laws of
Malta
, and the use of the United Nations Convention of Contracts for the International Sales of Goods is
expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally
possess the protection provided to you by obligatory provisions of the law in your country to residence.
The Vassallo Jewellers Ltd and yourself both agree to submit to the non-exclusive
jurisdiction of the courts of Valletta , which means that you may make a claim to
defend your consumer protection rights in regards to these Conditions of Use in
Malta
, or in the EU country in which you reside.
DISPUTE RESOLUTION
Informal
Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim
related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or
us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to
negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations
commence upon written notice from one Party to the other Party.
Binding
Arbitration
Any dispute arising
from the relationships between the Parties to this contract shall be determined by one arbitrator who will be
chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of
the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the
application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of
arbitration shall be
Valletta , Malta
. The language of the proceedings shall be Maltese .
Applicable rules of substantive law shall be the law of
Malta
.
Restrictions
The Parties agree
that any arbitration shall be limited to the Dispute between the Parties individually. The the full extent
permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
(c) there is no right or authority for any Dispute to be brought in a purported representative capacity on
behalf of the general public or any other persons.
CORRECTIONS
There may be
information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the
Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve
the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site
at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY
WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY
FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION
TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH
MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF
ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR
OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE,
OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A
THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU
AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE
PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE
OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE,
LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY
TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES
BE LIMITED TO
THE
AMOUNT PAID, IF ANY, BY YOU TO US
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS
ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of:
(1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth
in these Terms of Use; (4) your violation of the rights of a
third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with
whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense,
to assume the exclusive defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification
upon becoming aware of it.
USER DATA
We will maintain
certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site. Although we perform regular
routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS,
AND SIGNATURES
Visiting the Site, sending us emails, and completing
online forms constitute electronic communications. You consent to receive electronic communications, and you
agree that all agreements, notices, disclosures, and other communications we provide to you electronically,
via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY
AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY
OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby
waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic means.
MISCELLANEOUS
These Terms of Use and any policies or operating rules
posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between
you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not
operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible
by law. We may assign any or all of our rights and obligations to others at any time. We shall not be
responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our
reasonable control. If any provision or part of a provision of these Terms of Use is determined to be
unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these
Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no
joint venture, partnership, employment or agency relationship created between you and us as a result of
these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by
virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic
form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
CONTACT
US
In order to resolve a complaint regarding the Site or to
receive further information regarding use of the Site, please contact us at:
Phone: +35622589210