Welcome to the Worthy Jeweler Program, a Recycling Buy-Back Program for jewelers (the “Program”) brought to you by Worthy, Inc. (referred to herein as “Worthy”).
The Program, which is designated to jewelry stores located in the United Stated of America with field of business that includes, among other things, marketing, selling diamonds, diamond jewelry and branded watches(the “Valuable”), enables jewelry stores, like yours, to team up with us to become a Worthy Partner eligible to monetize outside trades and to generate revenues from offering either a “Buy-Back” program as well as “trade-in” value for Valuables purchased or not purchased at your store. By doing this, you will create yourself and your costumers with a wider range of opportunities to resale or trade in their valuables, as the case may be, subject to the terms set forth in this Terms.
By becoming a Worthy Partner, your retail or chain store (the “Your Store”) expressly agrees to be bound by and follow this Program Policy (“Terms”). Please bear in mind that the Program is dynamic and as such, it may change from time to time. Accordingly, Worthy reserves the right to add, delete or modify any of the terms and conditions contained in this Terms, at any time and in Worthy’s sole discretion. Changes will not affect sales already agreed to at the time of such change.
Please notice that the Program is based on Worthy’s trade platform which provides individuals to estimate their pre-owned loose diamonds, diamond jewelry and branded watches and either sell or trade these (the "Worthy App") ANY USE OF THE SERVICES BY YOU IS SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.
NOW THEREFORE, in consideration of the above recitals, it is agreed as follows:
1. SCOPE OF COLLABORATION
1.1. Throughout the Initial Period, and in any successive period thereafter, Your Store will cooperate in accordance with the procedure set forth in Exhibit A of this Terms (the "Sale Process"), during which, Your Store representatives shall have to use the Worthy App. Any additional understandings with respect to the Sale Process are also set forth in Exhibit A.
1.2. Your Store undertakes to execute this Terms in good faith and for the benefit of all parties, to use best efforts and to invest reasonably required time and effort for the purpose of upholding their undertakings under this Terms.
1.3. Worthy will provide Your Store a monthly or quarterly report concerning the resale and trade-in deals which were consummated as a result of the collaboration between the parties under these Terms.
1.4. You shall be eligible to receive from Worthy a fee for each relevant resale deal consummated as a result of the Sale Process, as specified in Exhibit B (the "Fees"). The Fees shall be paid to Your Store on a monthly basis in such way agreed by the parties.
2.1. These Terms shall come into effect as of the day in which you submitted your consent to these Terms and joined the Program.
2.2. Notwithstanding the foregoing, Worthy may terminate the Collaboration under these Terms upon its sole discretion and remove Your Store from the Program.
3. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
You represent, warrant and acknowledge that the cooperation Your Store is entering into this Terms in reliance thereon, as follows:
(i) Your Store has the legal capacity or corporate power and authority to enter into this Terms and participate in the Program, and to carry out its obligations hereunder.
(ii) These Terms, when executed and delivered by Your Store, will constitute a valid and legally binding obligation on its part, enforceable in accordance with its terms. The execution, delivery and performance of these Terms will not result in the breach or violation of any law or regulation applicable to it or any contract or commitment by which it is bound.
(iii) Your Stores’ undertakings under these Terms, including the use of the Worthy App, shall be performed in compliance with all applicable laws, rules and regulations, including, without limitation, any applicable proprietary, copyrights and privacy laws
(iv) Your Store shall not engage with any type of prohibited activity;
(v) Your Store acknowledges and confirms that in case of using the Worthy App it may be subject to additional terms and condition. By using our website and / or the Worthy App, Your Store confirms it agrees to such terms and conditions.
(vi) Your Store undertakes to explain to each customer the process of selling his Valuable through the Worthy App and refer each customer to the general terms and condition for the seller, as such terms presented in Worthy's website (the ”General T&C”). Your Store undertakes to explain each costumer, that by using the Worthy App, the customer agrees and accepts the General T&C, and further agrees that the services provided by the Worthy App are subject to the customer consent to these terms.
(vii) Your Store hereby accepts the appointment as an exclusive pre-owned purchasing Partner and undertakes to act faithfully and diligently as such representative, and acknowledge that such exclusivity is subject to the performance of its undertaking hereunder in faithfully and diligently manner, all at its expense. Further, Your Store acknowledges that in case of failure in performing its undertakings Worthy shall be entitled to terminate the Collaboration under this Terms without written notice, and remove Your Store from the Program.
(viii) Worthy provides the Services as an agent and on your behalf or on behalf of your customers, and that, in most cases, Worthy does not purchase or take title to any items sold using the Worthy App.
4.1. In order to become a WORTHY Partner and use the Worthy App, Your Store will be asked to become a registered partner (“WORTHY Partner”) and provide us with certain identifiable information about Your Store. By becoming a WORTHY Partner, you agree to provide accurate and complete information as requested during the registration process, and to update such information as necessary from time to time.
4.2. Additionally, when Your Store signs up to become a WORTHY Partner, it will be asked to submit its email address and choose a password which will enable it (including its representative) to access the Worthy App and Your Store’s account whenever you like. Worthy’s main means of communicating with WORTHY Partners are electronic means (in other words, through email, chats or text messages). WORTHY Partners must provide us with accurate and complete contact information when registering as a WORTHY Partner. It is the WORTHY Partner's responsibility to maintain a current & valid email address.
4.3. As the WORTHY Partner account owner, Your Store is solely responsible for the activity that occurs through your account. Worthy urges you to keep Your Store’s account password secure and to always log-off from the services when leaving the computer or tablet unattended. Worthy will not be liable for losses caused by any unauthorized use of Your Store’s account. Worthy strongly recommends to notify it immediately of unauthorized use or access to Your Store’s WORTHY Partner account.
4.4. Participation in the Program shall not be construed to create any employment relationship, agency relationship, or partnership (in the legal sense) between us and a Partner. A WORTHY Partner shall have no authority to bind Worthy to any agreement, nor shall the WORTHY Partner be considered to be Worthy’s agent in any respect.
5. CONFIDENTIALITY AND NON-COMPETE RESTRICTIONS
5.1. Confidentiality. For purposes of these Terms, “Confidential Information” means non-public information, know-how and trade secrets in any form that is designated as being confidential, or that a reasonable person knows or reasonably should understand to be confidential. The foregoing notwithstanding, the following types of information, however marked, are not confidential information: information that is, or becomes, publicly available without a breach of these Terms, was lawfully known to the receiver of the information without an obligation to keep it confidential, is received from another source who can disclose it lawfully and without an obligation to keep it confidential, or is independently developed, or is a comment or suggestion one of us volunteers about the other’s business, products or services. You agree to use the Confidential Information solely for the purposes of the obligations under these Terms. Both Worthy and You will refrain from disclosing any Confidential Information to any third-party, except to the extent that (a) any disclosure is necessary to perform the obligations or exercise the rights under this Agreement, (b) any disclosure is required by applicable law, provided that the party required to make such disclosure must use reasonable efforts to give the other party advance notice thereof (i.e. so as to afford that party an opportunity to intervene and seek an order or other relief for protecting its Confidential Information from any unauthorized use or disclosure) and the Confidential Information is only disclosed to the extent required by law, (c) any disclosure is made with the consent of the disclosing party, or (d) any disclosure to employees, consultants or agents is necessary to realize the benefits of these Terms. If there is any breach or potential breach by either party of its obligations under this Section, the injured party may seek injunctive and other equitable relief to enforce such obligations.
5.2. You agree and undertake, for so long as Your Store is a WORTHY Partner and for a period of twelve (12) months thereafter, for any reason whatsoever, not to, directly or indirectly, in any capacity whatsoever, to engage in any activities competing with Worthy’s services under the Program, without Worthy’s prior written consent.
6.1. During the term of the collaboration under these Terms and for a period of two (2) years following termination or expiration thereof, Your Store shall not solicit for employment any individual employed by the Worthy or any of its affiliates without the prior written consent of Worthy.
7.1. Your Store shall indemnify and hold Worthy harmless from any claims, damages, lawsuits, actions, complaints, or other costs arising out of any breach of such party’s representations or undertakings under this Terms.
7.2. UNDER NO CIRCUMSTANCES SHALL WORTHY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, FOR LOST PROFITS, OPPORTUNITIES, REVENUES, GOOD-WILL, BUSINESS REPUTATION, OR DAMAGES FROM LOSS OF USE, HOWSOEVER ARISING, OR HOWSOEVER ARISING FROM THESE Terms.
8. RELATIONSHIP OF THE PARTIES
8.1. Nothing in this Terms shall create or be construed as creating an employer-employee relationship between the parties, nor shall this Terms be construed as creating or implying that the parties to this Terms are WORTHY Partners, joint venture's, franchiser/franchisee, or principal/agent.
8.2. It is understood that each party is solely responsible for all of its employees and agents, its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages of any type whatsoever that may arise in connection with such party's, or its employees’ or agents', performance of this Terms.
9. GOVERNING LAW
9.1. This Terms shall be construed and governed exclusively in accordance with the laws of the State of New-York, excluding its conflicts of law provisions, and only the courts in New-York, New-York shall have jurisdiction in any conflict or dispute arising hereof.
10.1. You may not assign Your Store’s rights under these Terms, or any part thereof, to any third party without the prior written express consent of Worthy;
10.2. If Your Store has not signed a separate documentation as part of the Program, then these Terms constitute the entire agreement between the parties concerning the subject matter hereof, replacing any prior agreements. If there is any conflict between these Terms and specific documentation relating to an actual transaction between the parties, approved by us, the specific documentation will prevail;
10.3. You affirm that Your Store is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms;
10.4. Worthy reserve the right to amend or adjust these Terms of the Program such that the terms shall apply to all members of the Program. In such case, such amendment or adjustment shall bind You;
10.5. Any sections herein are devisable, and in the event either are found or ruled invalid, void, illegal or otherwise unenforceable, such section shall be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof;
10.6. These Terms are the complete and exclusive statement of the agreements between the parties, which supersedes all prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereto.
Scenario 1: In the event the customer replies that he / she desires to conduct a “trade in”:
a. Your Store will use Worthy App on a tablet, PC, laptop or smart phone.b. The Salesperson will describe at least the mandatory Valuable 4C’s (based on GIA standards) and its setting. If You describe only the 4C’s, worthy will estimate the rest of the parameters as follows:
c. Worthy’s Automatic Pricing Engine will determine immediately, in most cases, the “trade in” value and will present the “Trade-in Value” Auction.
i. based on the price presented by Worthy, Your Store will trade-in and then ship the item to Worthy (after Store hold period, if applicable and per your State regulation);
ii. Worthy will grade the item internally or with an external lab (GIA, IGI or others) and place it on auction in accordance with Section 1.4. under the General T&C;
iii. In case the Valuable is a diamond in the setting of the jewel, you hereby acknowledge and allow Worthy to remove the diamond out of the setting or to do any other action as it deems fit in order to grade the diamond by the external lab.
iv. When auction ends, Your Store will receive the Auction Value plus Fees, if applicable;
v. If Your Store description does NOT match GIA / IGI grading certificate:
d. Please note that in case the Salesperson approved and pressed the “trade-in” button in the Worthy App, Your Store will be obligated to ship and provide Worthy with the product, as fully described hereto (and shall not buy back the Valuable by itself). In the Event Your Store shall fail to send the Valuable to Worthy, Worthy, Worthy shall have the right to assess Your Store up to $100 for the estimation services of the Valuable.
e. If your customer does not like the Trade in Value and decides eventually not to trade in, than the Salesperson shall indicate it on the Worthy App. At this point you should introduce the Auction / Resale option as described in Scenario 2 below.
Scenario 2: In the event the customer replies that he prefers to “Auction” the Valuable:
a. The Salesperson will introduce him with the collaboration between the parties under these Terms.
b. The Salesperson will get into the Worthy App and Click on the “Auction” button, and shall provide Worthy with at least the following details on the customer: (a) name; (2) email; (3) telephone number; and (4) Salesperson's name (for any potential sales commission that You may want to offer to the Salesperson). It is best advice to also provide a description of the item and at least the 4 C of the diamond and present the customer in real time the value range resulted out of the Worthy’s Automatic Pricing Engine (the Auction value range).
c. If the customer accepts the “Auction” estimated range, a packing list and customer receipt will be generated. The customer will receive the receipt (via email) and the salesperson will take the packing list and place that in the Worthy pouch/mailing box to ship to Worthy. The item will be insured during shipping and while with worthy in accordance with the General T&C.
d. Worthy will take the responsibility from that point forward and will update the seller directly via emails or phone calls.
e. If a deal was consummated, such that the customer sales his Valuable through the Worthy App and receive the payment against it, Worthy will notify and pay commission to Your Store as noted in sections 1: 1.4 and Exhibit A under the White Glove column.
(Scenario 2 shall be referred hereto as “White Glove Services”)
Scenario 3: In the event the customer chooses not to “Trade-In” or “Auction” the Valuable or in case Your Store decides not to provide the White Glove Service:
a. The Salesperson shall provide the customer with a Worthy, Mailing kit.
b. If/When the customer sends in the item directly to Worthy and the sale is consummated, Your Store will receive notification and payment as noted in sections 1: 1.4 and Exhibit A under the Referral column.
(Scenario 3 shall be referred hereto as “Referral Services”)
Please note that the above Scenarios and steps might change and you are required to update the Worthy App and if needed contact us for clarifications.
4) For the avoidance of doubt, the store’s Salesperson will have to provide the items’ professional description. In case certain details shall not be provided, then Worthy will estimate the rest of the parameters in accordance with Section 1.b to this Exhibit in order to set the Valuable’s Value.
5) In case of Watches or in special cases where Worthy’s Automatic Pricing Engine does not provide a clear answer or a manual work is needed, Worthy will get back to the salesperson with a price quote as soon as it can.
6) Upon request, Worthy will provide online training to Your Store staff in accordance with these Terms. Such training made by Worthy, will be conducted in schedules and time which will be agreed upon by Worthy.
The fees will be paid to Your Store in cases where customers chose to Auction and sell (Scenario 2 and 3 above) based on the following sliding scale table which will provided to you by Worthy after joining to the WORTHY Program.
|Transaction Value (perValuable)||Seller Fee*||Worthy||Retailer||Worthy||Retailer|
|$750 - $5,000||20%||55%||45%||80%||20%|
|$5,001 - $50,000||15%||55%||45%||80%||20%|
|$50,001 - $250,000||10%||55%||45%||80%||20%|
|$250,001 and above||5%||55%||45%||80%||20%|
* Seller fees and consequently Your Store portion might be changed from time to time and in some cases per transaction by Worthy’s sole discretion. Seller’s Fees can be viewed at: https://www.worthy.com/about/faqs