1. DEFINITIONS: “Gem X” refers to Gem X LLC, who has lent a given piece of jewelry to Customer. “Jewelry” refers to any piece of jewelry identified above that is being lent to Customer by Gem X on memo for a period not to exceed six weeks. “Loan Period” refers to the period of time which Gem X agrees to lend the Jewelry to Customer.
2. APPLICABILITY: These Terms and Conditions govern and apply to a one year membership in the Gem X Core Collection Program. Customer agrees that by accepting these Terms and Conditions, Gem X is authorized to charge Customer’s credit Card on file the full price of a one year membership. Customer further agrees that by accepting these Terms and Conditions, Customer’s membership in the Gem X Core Collection program will automatically renew one year from the expiration of the term of membership, and Customer’s credit card will be charged for each annual membership renewal. Customer acknowledges that should Customer seek to cancel Customer’s membership at any time during each one year membership term, Customer will not be entitled to any refund for any portion of the one year membership term prior to which the Customer cancelled membership. Customer agrees that Customer may only avoid an automatic membership renewal (and corresponding credit card charge) by canceling Customer’s membership in writing via email to members@gemx.club at least 24 hours prior to the expiration of the term of Customer’s one year Gem X Core Collection Program membership. Nothing herein shall be construed as implying any obligation on Gem X’s part to continue or cancel Customer’s membership at any time. Gem X reserves the right to cancel Customer’s membership in the Gem X Core Collection Program, and further reserves the right to decline to renew Customer’s membership in the Gem X Core Collection Program, for any reason including but not limited to a violation of any of these Terms and Conditions.
3. AUTHORITY TO SIGN: Any individual signing below, via Docusign or by clicking a check-box acknowledging acceptance of these Terms and Conditions, represents and warrants that he or she is of legal age and has the authority and powder to sign below or check the box accepting these Terms and Conditions, either on his or her own behalf or on behalf of the Customer.
4. CORE COLLECTION AGREEMENT: Customer agrees that by signing below, via Docusign or by clicking a check-box acknowledging acceptance of these Terms and Conditions, Customer shall be part of the Gem X Core Collection program, in which Gem X shall, in Gem X’s sole discretion, lend Customer on memo one or more pieces of Jewelry to be selected by Gem X for a period not to exceed six (6) weeks. At the end of the Loan Period, Customer agrees that it shall ship the Jewelry back to Gem X via the pre-printed Federal Express label to be e-mailed to Customer by Gem X.
5. INSPECTION: Customer acknowledges that Customer has inspected the Jewelry upon taking possession thereof, finds it in good and undamaged condition, with no damaged or missing stones or components, and finds it suitable for Customer’s needs. To the extent that Customer finds the Jewelry to have any damage, or damaged or missing stones or components whatsoever upon receipt of the Jewelry, Customer shall promptly notify Gem X of any damage to the Jewelry, or damaged or missing stones or components, within one (1) business day of receipt. Notice shall be provided to Customer via email, and shall include photographs of any damage to the Jewelry, and/or damaged or missing stones or components. Customer further acknowledges and agrees that should Customer fail to notify Gem X of any damage to the Jewelry, or damaged or missing stones or components, within one (1) business day of receipt of the Jewelry: (a) Customer waives any claim that the Jewelry arrived with any damage whatsoever; (b) Customer will be responsible for reimbursing Gem X for any damage to the Jewelry, or damaged or missing stones or components, as further described in paragraph 5.
6. RETURN OF JEWELRY/CUSTOMER RESPONSIBLE FOR ANY DAMAGE: At the expiration of the Loan Period, Customer shall return the Jewelry as specified in paragraph 3. Upon receipt of the Jewelry by Gem X, Gem X shall inspect the Jewelry for any damage to the Jewelry and damaged or missing stones or components. Should Gem X determine, in its sole discretion, that there is any damage to the Jewelry, or that there are any damaged or missing stones or components, or that the Jewelry has been tampered with in any way such that it is not in the condition that it was in at the commencement of the Loan Period, Gem X shall notify Customer in writing within ten (10) business days of receipt of the Jewelry. Gem X shall make any repairs and/or replace any damaged or missing stones at its sole discretion, and shall invoice Customer in writing for the full cost of said repairs within ten (10) business days of such repairs being made. Customer hereby agrees and consents that Gem X may charge Customer’s credit card on file within two (2) days of Gem X sending the above Invoice without further notice to Customer. Customer further agrees and acknowledges that, should Customer fail to return the Jewelry within five (5) business days of the expiration of the Loan Period, Gem X may invoice Customer for the full replacement cost of the Jewelry, and may charge Customer’s credit card of file within two (2) days of Gem X sending the above Invoice without further notice to Customer.
7. TITLE/NO PURCHASE OPTION/NO LIENS: These Terms and Conditions do not constitute a contract of sale, and title to the Jewelry shall at all times remain with Gem X. Gem X may offer Customer the option to purchase the Jewelry in Gem X’s sole discretion, but any such purchase of the Jewelry by Customer shall be the subject of a further contract or agreement. Customer shall keep the Jewelry free and clear of all liens and encumbrances, and under no circumstances shall Customer use the Jewelry as collateral or security for any type of loan whatsoever. Customer shall not lease, assign, loan, or rent the Jewelry to any individual or entity.
8. ENTIRE AGREEMENT/ONLY AGREEMENT: These Terms and Conditions shall constitute the entire agreement between Gem X and Customer, and shall supersede all prior agreements, understandings and negotiations between Gem X and Customer with respect to the subject matter hereof. Any modifications to these Terms and Conditions must be made in writing and signed by Gem X and Customer.
9. NON-WAIVER: Any failure of Gem X to insist on strict performance by Customer or any of these Terms and Conditions shall not be construed as a waiver of Gem X’s right to demand strict compliance.
10. HEADINGS FOR CONVENIENCE ONLY: Headings of any paragraph or provision in these Terms and Conditions are for convenience and organization only. Headings shall not affect the meaning of any provisions of these Terms and Conditions.
11. NO CONSTRUCTION AGAINST DRAFTER: Customer acknowledges that he or she has read these Terms and Conditions, and has agreed to all of the terms hereunder. Customer further agrees that any ambiguity in any of these Terms and Conditions shall not be construed against Gem X on the basis that Gem X authored the same.
12. SEVERABILITY: If any part or sub-part of these Terms and Conditions is deemed or held invalid or unenforceable by a court of law or competent arbitrator, the remaining Terms and Conditions will be enforced to the maximum extent possible. In such circumstances, the remainder of these Terms and Conditions shall continue in full force.
13. JURISDICTION/COSTS: Gem X and Customer agree that New York law shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between Gem X and Customer. In the event litigation is initiated, Gem X and Customer agree to submit to the personal jurisdiction of the state and federal courts of the following county: New York, New York. Gem X and Customer agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. Customer agrees to pay all reasonable costs of collection, court, attorney’s fees, and other expenses incurred by Gem X in the collection of any charges due under these Terms and Conditions or in connection with the enforcement of these Terms and Conditions.
14. ELECTRONIC SIGNATURES/CHECK BOXES: Customer agrees that execution and/or acceptance of these Terms and Conditions via Docusign, by clicking a check-box below, or via other electronic means, has the same force and effect as signing in ink.
15. CRIMINAL WARNING: Failure to return the Jewelry at the end of the Loan Period may be considered theft subject to criminal prosecution pursuant to the applicable penal or penal code provisions.
