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.