Goldbely's Terms of Use Agreement

By using the Goldbely.com web site (“Goldbely” or the “Site”), a service of Goldbely, Inc., you (the “user” or “you”) agree to be bound by the following terms and conditions (the “Terms of Use” or the “Agreement”), including those available by hyperlink. If you have any questions, please refer to the Help section of the Site. Before you may become a member of Goldbely, you must read and accept all the terms and conditions in, and linked to, the Agreement. The Agreement is effective on January 1, 2012 for current users and upon acceptance for new users.

Goldbely is a Venue

Goldbely acts as a venue to allow users who comply with Goldbely’s policies to offer, sell, and buy certain food and related goods within a fixed price format. Goldbely is not directly involved in the transaction between buyers and sellers. As a result, Goldbely has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, or the ability of sellers to sell items. Goldbely does not pre-screen users or the content or information provided by users. Goldbely cannot ensure that a buyer or seller will actually complete a transaction.

Consequently, Goldbely does not transfer legal ownership of items from the seller to the buyer. Goldbely cannot guarantee the true identity, age, and nationality of a user. Goldbely encourages you to communicate directly with potential transaction partners through the tools available on the Site.

You agree that Goldbely is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items and links posted by you, other users, or outside parties on Goldbely. You use the Goldbely service at your own risk.

Membership Eligibility

Age: Goldbely’s services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use this service only in conjunction with and under the supervision of a parent or legal guardian. In this case, the adult is the user and is responsible for any and all activities.

Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Goldbely’s policies as stated in the Agreement and Goldbely’s Privacy Policy. Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Goldbely of any unauthorized use of your password or any breach of security. You also agree that Goldbely cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. Account Transfer: You may not transfer or sell your Goldbely account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement. Right to Refuse Service: Goldbely’s services are not available to temporarily or indefinitely suspended Goldbely members. Goldbely reserves the right, in Goldbely’s sole discretion, to cancel unconfirmed or inactive accounts. Goldbely reserves the right to refuse service to anyone, for any reason, at any time.

Goldbely E-gift Cards

Goldbely e-gift cards (“E-Cards”) may be used to purchase any eligible product available for purchase in Goldbely.com online catalog. The recipient of an E-Card will be notified via email. You may purchase E-Cards in US dollar denominations of $50, $100. The amount of the E-Card you purchase will be charged to your credit card when you confirm your purchase of such E-Card. Once the recipient of the E-Card activates the E-Card, then the value of the E-Card will appear in the recipient’s shopping cart as a credit toward purchases on Goldbely. If a purchase exceeds the amount of the E-Card, the balance must be paid by credit card or other available payment method, in accordance with Goldbely standard payment policies. E- Cards cannot be used to purchase other E-Cards. Purchases made with E-Cards are not eligible to earn Referral Credits. E-Cards expire 1 year from the purchase date. Except where prohibited by applicable law, E-Card recipients may not (a) receive refunds for E-Cards, (b) resell or otherwise transfer E-Cards to others (including without limitation transferring E-Cards to other Goldbely Users’ accounts), (c) reload E-Cards, or (d) redeem unused E-Card balances if they cancel their Goldbely account. E- Cards are not currency, and do not have cash value outside of Goldbely. Goldbely is not responsible for any unauthorized use of an E-Card.

Listing and Selling

Listing Description: By listing an item on the Site you warrant that you and all aspects of the item comply with Goldbely’s policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Goldbely shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing.

Shop Policies: All sellers are urged to outline shop policies for their Goldbely shop. These policies may include, for example: shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Goldbely’s site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Goldbely reserves the right to request that a seller modify a shop policy.

Binding Sale: All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller’s listing (such as payment method), or (b) the seller cannot authenticate the buyer’s identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive handling fees or otherwise avoid fees. You may not alter the item’s price after a sale for the purpose of avoiding Goldbely transaction fees, misrepresent the item’s location, or use another user’s account without permission.

Prohibited Activities

You are solely responsible for your conduct and activities on and relating to Goldbely and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, “Content”) that you submit, post, and display on Goldbely. Restricted Activities: Your Content and your use of Goldbely shall not:

  1. Be false, inaccurate or misleading
  2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items
  3. Infringe upon any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
  4. Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
  5. Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
  6. Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Goldbely staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
  7. Be obscene or contain child pornography
  8. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
  9. Host images not part of a listing
  10. Link directly or indirectly, reference or contain information about goods or services offered external to Goldbely.
  11. Modify, adapt or hack Goldbely or modify another website so as to falsely imply that it is associated with Goldbely
  12. Appear to create liability for Goldbely or cause Goldbely to lose (in whole or in part) the services of Goldbely’s ISPs or other suppliers
  13. Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on Goldbely

Furthermore, you may not list any item on Goldbely (or consummate any transaction that was initiated using Goldbely’s service) that, by paying to Goldbely the commission or transaction fee, could cause Goldbely to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

Content

License: Goldbely does not claim ownership rights in your Content. You grant Goldbely a license solely to enable Goldbely to use any information or Content you supply Goldbely with, so that Goldbely is not violating any rights you might have in that Content. You grant Goldbely a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Goldbely to store or re-format your Content on Goldbely and display your Content on Goldbely in any way as Goldbely chooses. Goldbely will only use personal information in accordance with Goldbely Privacy Policy.

As part of a transaction, you may obtain personal information, including email address and shipping information, from another Goldbely user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for Goldbely-related communications. Goldbely has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Goldbely user to your email or physical mail list. For more information, see Goldbely’s Privacy Policy.

Re-Posting Content: By posting Content on Goldbely, it is possible for an outside website or a third party to re-post that Content. You agree to hold Goldbely harmless for any dispute concerning this use. If you choose to display your own Goldbely-hosted image on another website, the image must provide a link back to its listing page on Goldbely.

Information Control

Goldbely does not control the Content provided by users that is made available on Goldbely. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.

Additionally, there may also be risks dealing with international trade and foreign nationals. By using Goldbely, you agree to accept such risks and that Goldbely (and Goldbely’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Goldbely. Please use caution, common sense, and practice safe buying and selling when using Goldbely.

Other Resources: Goldbely is not responsible for the availability of outside websites or resources linked to or referenced on the Site. Goldbely does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Goldbely shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.

Resolution of Disputes and Release

In the event a dispute arises between you and Goldbely, please contact Goldbely. Should you have a dispute with one or more users, or an outside party, you release Goldbely (and Goldbely’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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. Goldbely encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

Goldbely, for the benefit of users, may try to help users resolve disputes. Goldbely does so in Goldbely’s sole discretion, and Goldbely has no obligation to resolve disputes between users or between users and outside parties. To the extent that Goldbely attempts to resolve a dispute, Goldbely will do so in good faith based solely on Goldbely’s policies. Goldbely will not make judgments regarding legal issues or claims.

Goldbely’s Intellectual Property

Goldbely, and other Goldbely graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Goldbely, Inc. in the U.S. and/or other countries. Goldbely’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

Access and Interference

Much of the information on Goldbely is updated on a real-time basis and is proprietary or is licensed to Goldbely by Goldbely’s users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access Goldbely for any purpose without Goldbely’s prior express written permission. Additionally, you agree that you will not:

  1. Take any action that imposes, or may impose, in Goldbely’s sole discretion, an unreasonable or disproportionately large load on Goldbely’s infrastructure
  2. Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) from the Site without the prior expressed written permission of Goldbely and the appropriate third party, as applicable
  3. Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site

Breach

Without limiting any other remedies, Goldbely may, without notice, and without refunding any fees, delay or immediately remove Content, warn Goldbely’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

Goldbely suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein; Goldbely is unable to verify or authenticate any of your personal information or Content; Or Goldbely believes that a user is acting inconsistently with the letter or spirit of Goldbely’s policies, has engaged in improper or fraudulent activity in connection with Goldbely or the actions may cause legal liability or financial loss to Goldbely’s users or to Goldbely.

Privacy

Except as provided in Goldbely’s Privacy Policy, Goldbely will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Goldbely stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

No Warranty

GOLDBELY, GOLDBELY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND GOLDBELY’S SUPPLIERS PROVIDE GOLDBELY’S WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. GOLDBELY, GOLDBELY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND GOLDBELY’S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM GOLDBELY SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

Liability Limit

IN NO EVENT SHALL GOLDBELY, AND (AS APPLICABLE) GOLDBELY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR GOLDBELY’S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, GOLDBELY’S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. GOLDBELY’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF GOLDBELY’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO GOLDBELY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnity

YOU AGREE TO INDEMNIFY AND HOLD GOLDBELY AND (AS APPLICABLE) GOLDBELY’S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

No Guaranty

Goldbely does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Goldbely’s control.

Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of Goldbely’s service and your listing, purchase, solicitation of offers to purchase, and sale of items.

Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.

No Agency

You and Goldbely are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Goldbely Service

Goldbely reserves the right to modify or terminate the Goldbely service for any reason, without notice, at any time. Goldbely reserves the right to alter these Terms of Use or other Site policies at any time. If the alterations constitute a material change to the Terms of Use, Goldbely will notify you via email to the email address in your account. What constitutes a “material change” will be determined at

Goldbely’s sole discretion, in good faith, and using common sense and reasonable judgment.

Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New York and disputes arising under this Agreement will be adjudicated by the courts of the State of New York.

Survival

Sections 3 (Fees and Services, Fees and Termination), 6 (Content, License), 7 (Information Control), 8 (Resolution of Dispute and Release), 9 (Goldbely’s Intellectual Property), 10 (Access and Interference), 11 (Breach), 12 (Privacy), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (No Guaranty), 18 (Severability), 19 (No Agency), 21 (Choice of Law) shall survive any termination or expiration of this Agreement.

Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Goldbely Attn: Legal; 1663 Mission St Ste 320, San Francisco, CA 94103 (in the case of Goldbely) or, in your case, to the email address you provide to Goldbely (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Goldbely may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Goldbely. In such case, notice shall be deemed given three days after the date of mailing.

Disclosures

The services hereunder are offered by Goldbely Inc., located at 1663 Mission St Ste 320, San Francisco, CA 94103