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This Agreement describes the terms and conditions
that shall govern the use of and the Services to be provided
by Gemfind.net to the User.
By registering as a User or by using the site, you hereby
agree to be bound by all of the following terms and conditions:
1. SERVICES 1.1 Gemfind.net shall provide
Suppliers and Buyers a Portal through which they can trade
diamonds and gemstones.
2. MEMBERSHIP ELIGIBILITY.2.1. The Services
provided by Gemfind.net are strictly business to business.
Membership is therefore limited to qualified wholesale and
retail diamond dealers and traders. User hereby warrants and
represents that they are in the business of buying and selling
Items for resale to the public at large. User hereby agrees
to provide Gemfind.net all necessary information, including
all information requested in the User Registration form, to
verify and substantiate such information. 2.2. The User hereby
acknowledges and agrees that a Supplier or Buyer shall only
become an authorized User, and registration shall only be
completed, upon User's receipt of a confirmatory e-mail from
Gemfind.net that such registration is complete. 2.3. For the
purposes of this User Agreement, the term "Supplier"
shall mean any person or company that is in the business of
buying or selling (wholesale or retail) Items, and who offers
Items for sale on the Gemfind.net site. 2.4. For the purposes
of this User Agreement, the term "Buyer" shall mean
any person or company who is in the business of buying or
selling (wholesale or retail) Items, that agrees to purchase
an Item from the database of Items by clicking the "Purchase
This" button.
3. MARKUPS In order to protect the integrity
of the diamond and the jewelry industry, the minimum mark
up on the GF Diamond link should be no less than 7%.
4. SELLING AN ITEM.4.1. Listing Description.
Listings may only include information, material, data, text,
pictures, images, notes, memos, comments ("Description")
the User provides to Gemfind.net that describes the Item for
sale (or as appropriate, for which Supplier is soliciting
offers to sell). Gemfind.net hereby grants to User a limited
license to use to post, upload, and edit the Description on
the Gemfind.net site for so long as User is and remains a
registered User of Gemfind.net. In addition, Gemfind.net will
have support office Los Angeles that will assist the User
in loading the Description. Furthermore, the Supplier can
go to "My Account" on the Gemfind.net site and edit
the price of an Item or remove it from the list..
5. TERMINATION OF A TRANSACTION.The User
hereby agrees and acknowledges that Gemfind.net has the
right, at it sole and absolute discretion to terminate within
30 days, in the event (i) the User has breached this User
Agreement; or (ii) if the User is found (by conviction,
settlement, insurance or escrow investigation, or otherwise)
to have engaged in fraudulent activity in connection with
our site; or (iii) Gemfind.net is unable to verify or authenticate
any information provided by User.
6. MODIFICATION/AMENDMENT. The terms and
conditions of this User Agreement may be amended, supplemented
and changed by Gemfind.net, at its sole and absolute discretion.
Gemfind.net may automatically amend this User Agreement
at any time.
7. FEEs. By becoming a Member you agree
to pay the applicable fees and costs for use of the Member
Services. We may change the Member Services Fees, and such
changes will be applied to any transaction or service not
concluded at the time we post the change on the Site. Members
are solely responsible and will hold us harmless for all
applicable taxes; duties and tariffs in connection with
transactions made.
8. NON-TRANSFERABILITY. User may not transfer
to or share its Account with anyone. User may not disclose
its password to any third parties.
9. VIOLATION OF THE RULES. The User hereby
agrees that Gemfind.net, in its sole and absolute discretion,
may issue a warning, revoke, suspend or terminate User's
membership or use of the Service, to cancel or suspend its
Service, and remove, block (temporarily or permanently),
restrict any Item or Description, in its absolute and sole
discretion, without prior warning for any reason whatsoever,
including if Gemfind.net believes, in its sole and absolute
discretion, that a User has (i) abused and/or violated either
the letter or spirit of the Rules, (ii) has breached this
User Agreement; or (iii) if the User is found (by conviction,
settlement, insurance or escrow investigation, or otherwise)
to have engaged in fraudulent activity in connection with
our site; or(iv) Gemfind.net is unable to verify or authenticate
any information provided by User.
10. NO GUARANTEE OF THE ACCURACY OF THE DESCRIPTION.
The User understands and acknowledges that the Supplier
is solely responsible for any Description that it posts,
uploads or transmits on to the site. The User further acknowledges
and understands that Gemfind.net only acts as a passive
conduit for the User's online distribution and publication
of information and does not therefore control the Description
that is transmitted using the service. Gemfind.net does
not guarantee the accuracy or integrity or bona fides of
the Description or of the Item transmitted. Gemfind.net
has no control over the quality, legality, accuracy or veracity
of the Items advertised or offered for sale by the Suppliers.
Gemfind.net cannot and does not ensure or guarantee that
Supplier shall sell or a Buyer shall purchase or the participants
shall complete a transaction. By its very nature, other
people's Items and Descriptions may be offensive, harmful
or inaccurate, and in some cases the Description will be
mislabeled or deceptively labeled. Gemfind.net expects and
User acknowledges and confirms that User will use caution-and
common sense-when buying or selling or transacting using
its account.
11. NO WARRANTIES. ALL SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES AND CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. Gemfind.net DOES NOT GUARANTEE
CONTINUOUS, UNINTERRUPTED, ERROR-FREE, TIMELY OR SECURE
ACCESS TO USER'S ACCOUNT. Gemfind.net DOES NOT WARRANT THAT
THE QUALITY OF THE SERVICES OR PRODUCTS OR INFORMATION OR
OTHER MATERIAL PURCHASED OR OBTAINED OR DOWNLOADED BY THE
USER THROUGH THE SERVICE, SHALL MEET USER'S EXPECTATIONS.
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, which vary from state to state
.12. LIMITATION OF DAMAGES. IN NO EVENT
SHALL Gemfind.net OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING
NEGLIGENCE), OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA,
GOOD WILL, LOST PROFITS OR OTHER INTANGIBLE LOSSES (EVEN
AFTER BEING ADVISED OF THE POSSIBILITY OF THESE DAMAGES),
ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT
OR WITH THE SERVICES PROVIDED HEREUNDER. Gemfind.net's LIABILITY,
AND THE LIABILITY OF Gemfind.net's SUPPLIERS, TO USER OR
ANY THIRD PARTIES IS LIMITED TO THE AMOUNT OF FEES USER
PAID IN CONNECTION WITH THE TRANSACTION GIVING RISE TO LIABILITY.
Some states do not allow the limitation of liability, so
the foregoing limitations may not apply to you.
13. LICENSE. User acknowledges and understands
that Gemfind.net does not own the Item posted on its site
for sale or transmitted using Gemfind.net services. User
hereby grants to Gemfind.net a worldwide, perpetual, irrevocable,
royalty-free, (through multiple tiers) right to exercise
all copyright and publicity rights, in any media now known
or not currently known, with respect to any Item, Description,
or Information the User provides to Gemfind.net in any public
space on its site.
14. INDEMNIFICATION. Anything in this
Agreement to the contrary notwithstanding, the User shall
indemnify and hold Gemfind.net harmless and defend Gemfind.net
at User's sole cost and expense against any loss or liability,
claim, obligation, action, cost or expense (including, without
limitation, reasonable attorneys' fees and disbursements
of Gemfind.net's counsel), and all claims, actions, procedures
and suits arising out of or in connection with (i) the use
of the Service, (ii) the User's connection to the Service,
(iv) a violation of the terms and conditions of this User
Agreement, and/or (v) the User's violation of the rights
of another person or entity.
15. PROPRIETARY RIGHTS.All content included
on this site, such as text, graphics, logos, button icons,
images, audio clips, and software, is the property of Gemfind.net
or its content suppliers and is protected by U.S. and international
copyright laws. The compilation (meaning the collection,
arrangement, and assembly) of all content on this site is
the exclusive property of Gemfind.net and is protected by
U.S. and international copyright laws. All software used
on this site is the property of Gemfind.net or its software
suppliers and protected by U.S. and international copyright
laws. The content and software on this site may be used
as a purchasing or selling resource. Any other use, including
the reproduction, modification, distribution, transmission,
republication, display, or performance, of the content on
this site is strictly prohibited.
16. RELEASE.USER HEREBY AGREES THAT Gemfind.net
SHALL NOT BE LIABLE AND HEREBY WAIVES, RELEASES AND DISCHARGES
Gemfind.net FOR ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS,
LIABILITY AND DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY
KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED,
DISCLOSED AND UNDISCLOSED, THE USER MAY HAVE REGARDING,
ARISING OUT OF OR IN CONNECTION WITH ANY DISPUTE ARISING
OUT OF ANY TRANSACTION OR THE SERVICES PROVIDED HEREBY BY
Gemfind.net.
17. LAW GOVERNING AND FORUM SELECTION CLAUSE.
This Agreement shall be governed in all respects by the
laws of the State of California as such laws are applied
to agreements entered into and to be performed entirely
within California between California residents. Both parties
submit to jurisdiction in California and further agree that
any controversy or claim arising out of or relating to this
Agreement or our services shall be settled by binding arbitration
in accordance with the commercial arbitration rules of the
American Arbitration Association. The arbitration shall
be conducted in Los Angeles, and judgment on the arbitration
award may be entered into any court having competent jurisdiction
thereof. Either you or Gemfind.net may seek any interim
or preliminary relief from a court of competent jurisdiction
in Los Angeles necessary to protect the rights or property
of you or Gemfind.net pending the completion of arbitration.
18. NO AGENCY.The User and Gemfind.net
are independent contractors and no agency, partnership,
joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement.
19. NOTICES.19.1 Except as expressly stated
herein, any notice to Gemfind.net shall be in writing to
Gemfind.net P.O. Box 7404, Laguna Niguel, CA 92677, and
shall be hand delivered or sent by Federal Express, or other
reputable courier service, or by postage pre-paid registered
or certified mail, return receipt requested, and shall be
deemed given (i) when received at the following addresses
if hand delivered or sent by Federal Express, or other reputable
courier service, and (ii) three (3) business days after
being postmarked and addressed as follows if sent by registered
or certified mail, return receipt requested.
20. The services hereunder are offered
by Gemfind.net. Gemfind.net is a Subsidiary of Softech USA
Inc.
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