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User Agreement

USER AGREEMENT Welcome to DiamondFloor.com. This Agreement describes the terms and conditions that shall govern the use of and the Services to be provided by DiamondFloor.com 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 DiamondFloor.com shall provide Suppliers and Buyers a medium through which they can trade certified diamonds, gemstones, pearls or precious jewelry ("Items") over the Internet (the "Services"). 2. MEMBERSHIP ELIGIBILITY. 2.1. The Services provided by DiamondFloor.com 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 DiamondFloor.com 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 DiamondFloor.com 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 DiamondFloor.com 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. 2.5. For the purposes of this User Agreement, the term "User" shall mean any Supplier or Buyer who has been confirmed as a registered member/user of DiamondFloor.com or who uses the DiamondFloor.com site. 3. SELLING AN ITEM. 3.1. Listing Description. Listings may only include information, material, data, text, pictures, images, notes, memos, comments ("Description") the User provides to DiamondFloor.com that describes the Item for sale (or as appropriate, for which Supplier is soliciting offers to sell). The Description shall be placed by downloading the Content Management System (CMS) without payment and by placing a detailed Description of an Item for sale on to the site. The CMS can be used to edit the Description or to delete an Item from the site. The CMS may not be used for any other purposes whatsoever. DiamondFloor.com hereby grants to User a limited license to use the CMS to post, upload, and edit the Description on the DiamondFloor.com site for so long as User is and remains a registered User of DiamondFloor.com. In addition, DiamondFloor.com will have support offices in New York City, Antwerp, Hong Kong and Tel Aviv that will assist the User in loading the Description, including scanning of certificates. Furthermore, the Supplier can go to "MY PAGE" on the DiamondFloor.com site and edit a the price of an Item or remove it from the list. Once a Description of an Item is posted and placed, no other changes, except for price may be made to the Description. 3.2. Supplier's Representations. The Supplier represents that the Item offered for sale is fit for the particular purpose and that the Item placed for sale on the site are the property of the Supplier and currently available for sale. The Supplier further represents and warrants that the Description of the Item as provided on the site is true, accurate and complete, and that there are no liens, encumbrances, pledges, security interests on such Item that would effect Supplier's right, title or interest in the Item. Supplier warrants and represents that each and every Item it posts on the DiamondFloor.com site for sale shall be available for sale, UNLESS it is delisted as provided in paragraph 3.3. below. 3.3. Delisting of an Item. The Supplier hereby agrees that it is Supplier's sole and absolute responsibility to inform DiamondFloor.com that an Item is no longer available for sale and to make sure that the Item is deleted from the DiamondFloor.com site. The Supplier can delete the Item using any of the methods provided in 3.1. above. The Supplier agrees that failure to remove an Item from the site that is no longer available shall be deemed a material breach of this User Agreement. 3.4. The Supplier hereby agrees that in the event that it has received confirmation from DiamondFloor.com that a Buyer has agreed to purchase an Item that Supplier has posted on the DiamondFloor.com site for sale, it is bound to sell that Item to the Buyer at the listed purchase price. 3.5. The Supplier hereby agrees that an Item shall be deemed delivered at the time when the Buyer retrieves the Item at the designated pickup point and pays for the Item in full ("Delivery"). 3.6. Closing of Transaction. Supplier hereby agrees that it shall receive payment of the purchase price of the Item within 30 days after Delivery of the Item. Supplier hereby acknowledges and agrees that a transaction involving the sale of an Item is not deemed concluded from the perspective of the Supplier UNTIL 30 DAYS after Delivery. Supplier hereby acknowledges and agrees that a transaction involving an Item may be terminated any time for any reason within 30 days of Delivery. A transaction may only be terminated if the Item is returned to the Supplier within 30 days of Delivery. 4. PURCHASING AN ITEM. 4.1. Buyer hereby agrees that upon clicking the "Purchase This" button Buyer has agreed to be bound to purchase the selected Item and is bound by the conditions of sale included in the Item's description (or linked to from the description) so long as those conditions of sale are not in violation of this Agreement or unlawful. Buyer agrees and warrants that upon clicking the "Purchase This" button, that it shall be obligated to pickup at the pickup point (or accept delivery), and pay in full the agreed purchase price of the transaction in cash, via Wire Transfer, a Certified or Bank Check, or with a credit card ("Method of Payment"). Payment of the Purchase Price and all other charges, including all Delivery Charges as provided below, shall be made prior to Delivery. No Item shall be Delivered prior to full payment and the availability of these funds. 4.2. The Buyer hereby agrees that by purchasing an Item from the DiamondFloor.com site, the Buyer shall be obligated to pay all shipping, delivery, handling, insurance charges, taxes, duties and other governmental fees ("Delivery Charges") prior to Delivery. These Delivery Charges are listed on the "Checkout" page. The terms of shipment shall be D.D.U. (delivered duty unpaid) according to incoterms 1990. 4.3. Buyer hereby further agrees that its offer to purchase the Item at the agreed purchase price is not deemed accepted until it receives confirmation from DiamondFloor.com of such acceptance. Up to that point, the Buyer's clicking of the "Purchase This" button shall only be deemed as an offer to purchase the Item at the specific price. 5. RETURN OF ITEM. 5.1. A Buyer shall have 7 days from the date of Delivery (the "Return Date") to return the Item to DiamondFloor.com. A Buyer who returns an Item before the Return Date shall be entitled to receive in return the amount of the purchase price less all Delivery Charges, provided that a Gemologist's inspection confirms that the Item returned fully and completely matches the item Delivered and that the Item has not been damaged in any way. If the Item does not match the Delivered Item or if it has been damaged, the Item shall not be returned to the Supplier and the Buyer shall not receive any reimbursement of the Purchase Price or any Delivery Charges associated therewith. 5.2. Upon return, all Delivery Charges shall be borne solely by the Buyer. The Buyer shall only be entitled to reimbursement for Delivery Charges for shipment to and from DiamondFloor.com if the Item delivered does not materially match the Gemologist's Certificate certifying the Item. 5.3. To return an Item the Buyer must go to the "Buyer's Info" page on the "Using the Site" section. Full and complete instructions on how to return an Item is available on this page. In the event that the DiamondFloor.com "Buyer's Info" page is unavailable, the Buyer must contact DiamondFloor.com, by phone or by fax, at the numbers listed below in "Contact Us" page in the Profile section to obtain a Return Authorization number. In addition, a full explanation of how to return an Item is available on the e-mail sent to the Buyer upon confirmation of the purchase. A special e-mail address is available for returned Items at dreturn@diamondfloor.com. 5.4. After the Return Date has passed, Buyer shall have no right to return the Item. 6. TERMINATION OF A TRANSACTION. The User hereby agrees and acknowledges that DiamondFloor.com has the right, at it sole and absolute discretion to terminate within 30 days upon Delivery, any transaction for any reason whatsoever, including but not limited to, in the event (i) the User has abused and/or violated either the letter or spirit of the Rules; or (ii) the User 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) DiamondFloor.com is unable to verify or authenticate any information provided by User, or (v) the Certification of the Item does not accurately reflect and match the Item itself, and the Item shall be returned to the Supplier. 7. MODIFICATION/AMENDMENT. The terms and conditions of this User Agreement may be amended, supplemented and changed by DiamondFloor.com, at its sole and absolute discretion. DiamondFloor.com may automatically amend this User Agreement at any time by sending the amended terms to User's account or any other e-mail address User provides to DiamondFloor.com or by posting the amended terms on our site. Such amendments will be effective 30 days after being sent or posted. Otherwise, this Agreement may not be amended except in writing signed by DiamondFloor.com. 8. COSTS The Service is provided to the User free of any charge, EXCEPT THAT THE USER IS SOLELY RESPONSIBLE FOR PAYING ALL APPLICABLE TAXES AND FOR COSTS ASSOCIATED WITH OBTAINING ACCESS TO THE WORLD WIDE WEB, INCLUDING WITHOUT LIMITATION TO: ANY SERVICE FEES FOR THAT ACCESS; THE PURCHASE OR USE OF EQUIPMENT, HARDWARE, SOFTWARE, AND OTHER COSTS INCURRED IN MAKING SUCH CONNECTION TO THE WORLD WIDE WEB, INCLUDING WITHOUT LIMITATION TO A COMPUTER AND MODEM DEVICE. 9. NON-TRANSFERABILITY. User may not transfer to or share its Account with anyone. User may not disclose its password to any third parties. 10. RULES. The User represents and warrants that (i) the Information provided to DiamondFloor.com or requested to be received (directly or indirectly) through its Account, (ii) the Item and the Description of the Item the User may choose to offer through its Account (if permitted to do so), and (iii) any username the User may select, SHALL NOT: (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including without limitation, the laws and regulations governing export control, unfair competition, discrimination or false advertising; (c) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. User shall not distribute unsolicited commercial messages ("Spam") through its Account or take any other action, which imposes an unreasonable or disproportionately large load on our infrastructure. At DiamondFloor.com's sole option and without further notice, DiamondFloor.com may use anti-spam technologies, such as automatic word and Spam filters, that may terminate your messages without delivering them or prevent messages from reaching you. (d) be used to gather, secrete, obtain identifying information from individuals for commercial or unlawful purposes; (e) impersonate another DiamondFloor.com User; (f) be false, inaccurate or misleading; (g) be obtained fraudulently or involve the sale of counterfeit or stolen items; (h) create liability for DiamondFloor.com or cause to lose (in whole or in part) the services of our ISPs or other suppliers; or (i) link directly or indirectly to or include descriptions of goods that: (a) are prohibited under this User Agreement; or (b) User does not have a right to link to or include. 11. VIOLATION OF THE RULES. The User hereby agrees that DiamondFloor.com, 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 DiamondFloor.com 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) DiamondFloor.com is unable to verify or authenticate any information provided by User. 12. DISCLOSURE OF INFORMATION. Although privacy issues are very important to us, due to the existing legal and regulatory environment, we cannot ensure that User's private communications and other personally identifiable information will not be disclosed to third parties. By way of example (without limiting the foregoing), DiamondFloor.com may be forced to disclose information to the government or third parties under certain circumstances under force of law by a Court, Arbitrator, Administrator, governmental agency, or third parties may unlawfully intercept or access transmissions or private communications, or we might disclose your information to other sites as part of offering additional functionality to you. In addition, User hereby authorizes DiamondFloor.com to disclose any information about User to private entities, law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate. Therefore, DiamondFloor.com does not promise, and User should not expect, that its personally identifiable information or private communications shall remain private. The User is solely responsible for the information it provides, and we act as a passive conduit for your online distribution and publication of your information. 13. NO GUARANTEE OF THE ACCURACY OF THE DESCRIPTION. DiamondFloor.com shall use its best efforts to ensure that the Description of the Items material match the actual Items delivered to the Buyer. DiamondFloor.com ensures that the Item delivered shall match the Certificate of the Item delivered. The User understands and acknowledges however 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 DiamondFloor.com 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. DiamondFloor.com does not guarantee the accuracy or integrity or bona fides of the Description or of the Item transmitted. DiamondFloor.com has no control over the quality, legality, accuracy or veracity of the Items advertised or offered for sale by the Suppliers. DiamondFloor.com 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. DiamondFloor.com expects and User acknowledges and confirms that User will use caution-and common sense-when buying or selling or transacting using its account. 14. 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. DiamondFloor.com DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, TIMELY OR SECURE ACCESS TO USER'S ACCOUNT. DiamondFloor.com 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. 15. LIMITATION OF DAMAGES. IN NO EVENT SHALL DiamondFloor.com 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. DiamondFloor.com's LIABILITY, AND THE LIABILITY OF DiamondFloor.com'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. 16. LICENSE. User acknowledges and understands that DiamondFloor.com does not own the Item posted on its site for sale or transmitted using DiamondFloor.com services. User hereby grants to DiamondFloor.com a worldwide, perpetual, irrevocable, royalty-free, sublicenseable (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 DiamondFloor.com in any public space on its site. 17. INDEMNIFICATION. Anything in this Agreement to the contrary notwithstanding, the User shall indemnify and hold DiamondFloor.com harmless and defend DiamondFloor.com 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 DiamondFloor.com's counsel, whether in-house staff, retained firms or otherwise), 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. 18. PROPRIETARY RIGHTS. All content included on this site, such as text, graphics, logos, button icons, images, audio clips, and software, is the property of DiamondFloor.com 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 DiamondFloor.com and is protected by U.S. and international copyright laws. All software used on this site is the property of DiamondFloor.com 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. 19. RELEASE. USER HEREBY AGREES THAT DiamondFloor.com SHALL NOT BE LIABLE AND HEREBY WAIVES, RELEASES AND DISCHARGES DiamondFloor.com 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 DiamondFloor.com. IF YOU ARE A CALIFORNIA RESIDENT AND TO THE EXTENT IT IS APPLICABLE, YOU WAIVE CALIFORNIA CIVIL CODE �1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 20. LAW GOVERNING AND FORUM SELECTION CLAUSE. This Agreement shall be governed in all respects by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. Both parties submit to jurisdiction in New York 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 New York City, and judgment on the arbitration award may be entered into any court having competent jurisdiction thereof. Either you or DiamondFloor.com may seek any interim or preliminary relief from a court of competent jurisdiction in New York City necessary to protect the rights or property of you or DiamondFloor.com pending the completion of arbitration. 21. NO AGENCY. The User and DiamondFloor.com are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 22. NOTICES. 22.1 Except as expressly stated herein, any notice to DiamondFloor.com shall be in writing to DiamondFloor.com Inc., 350 Fifth Avenue, Suite 5712, New York, NY 10118, and shall be hand delivered or sent by Federal Express, or other reputable courier service, or by postage prepaid 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. 22.2. Except as expressly stated herein, any notice to the User shall be in writing sent to the e-mail address provided by the User at the time of registration and shall be deemed given 24 hours after being sent. 23. TRANSLATION. In the event that any statement made in a translated version of DiamondFloor.com's site conflicts with any statement made in this User Agreement, this User Agreement shall prevail and govern. 24. ADDITIONAL TERMS. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. DiamondFloor.com's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If we ask a third party to provide services through the website or for your Account, the provisions of this Agreement shall apply to your use of their services. We shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond our reasonable control. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. 25. LEGAL COUNSEL. The User hereby confirms and acknowledges that it has reviewed this User Agreement with counsel who has explained to it each and every provision of this User Agreement, or it has had full and adequate opportunity to review the provisions of the User Agreement with legal counsel but has opted not to seek the advice of counsel. 26. The services hereunder are offered by DiamondFloor.com. DiamondFloor.com is a registered trademark of Galil Ltd. By clicking on the "I Agree Register Me" button, you accept the terms and conditions of this User Agreement. If you do not accept these terms and conditions or have any questions, please contact us at info@diamodfloor.com. USER AGREEMENT Welcome to DiamondFloor.com. This Agreement describes the terms and conditions that shall govern the use of and the Services to be provided by DiamondFloor.com 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 DiamondFloor.com shall provide Suppliers and Buyers a medium through which they can trade certified diamonds, gemstones, pearls or precious jewelry ("Items") over the Internet (the "Services"). 2. MEMBERSHIP ELIGIBILITY. 2.1. The Services provided by DiamondFloor.com 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 DiamondFloor.com 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 DiamondFloor.com 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 DiamondFloor.com 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. 2.5. For the purposes of this User Agreement, the term "User" shall mean any Supplier or Buyer who has been confirmed as a registered member/user of DiamondFloor.com or who uses the DiamondFloor.com site. 3. SELLING AN ITEM. 3.1. Listing Description. Listings may only include information, material, data, text, pictures, images, notes, memos, comments ("Description") the User provides to DiamondFloor.com that describes the Item for sale (or as appropriate, for which Supplier is soliciting offers to sell). The Description shall be placed by downloading the Content Management System (CMS) without payment and by placing a detailed Description of an Item for sale on to the site. The CMS can be used to edit the Description or to delete an Item from the site. The CMS may not be used for any other purposes whatsoever. DiamondFloor.com hereby grants to User a limited license to use the CMS to post, upload, and edit the Description on the DiamondFloor.com site for so long as User is and remains a registered User of DiamondFloor.com. In addition, DiamondFloor.com will have support offices in New York City, Antwerp, Hong Kong and Tel Aviv that will assist the User in loading the Description, including scanning of certificates. Furthermore, the Supplier can go to "MY PAGE" on the DiamondFloor.com site and edit a the price of an Item or remove it from the list. Once a Description of an Item is posted and placed, no other changes, except for price may be made to the Description. 3.2. Supplier's Representations. The Supplier represents that the Item offered for sale is fit for the particular purpose and that the Item placed for sale on the site are the property of the Supplier and currently available for sale. The Supplier further represents and warrants that the Description of the Item as provided on the site is true, accurate and complete, and that there are no liens, encumbrances, pledges, security interests on such Item that would effect Supplier's right, title or interest in the Item. Supplier warrants and represents that each and every Item it posts on the DiamondFloor.com site for sale shall be available for sale, UNLESS it is delisted as provided in paragraph 3.3. below. 3.3. Delisting of an Item. The Supplier hereby agrees that it is Supplier's sole and absolute responsibility to inform DiamondFloor.com that an Item is no longer available for sale and to make sure that the Item is deleted from the DiamondFloor.com site. The Supplier can delete the Item using any of the methods provided in 3.1. above. The Supplier agrees that failure to remove an Item from the site that is no longer available shall be deemed a material breach of this User Agreement. 3.4. The Supplier hereby agrees that in the event that it has received confirmation from DiamondFloor.com that a Buyer has agreed to purchase an Item that Supplier has posted on the DiamondFloor.com site for sale, it is bound to sell that Item to the Buyer at the listed purchase price. 3.5. The Supplier hereby agrees that an Item shall be deemed delivered at the time when the Buyer retrieves the Item at the designated pickup point and pays for the Item in full ("Delivery"). 3.6. Closing of Transaction. Supplier hereby agrees that it shall receive payment of the purchase price of the Item within 30 days after Delivery of the Item. Supplier hereby acknowledges and agrees that a transaction involving the sale of an Item is not deemed concluded from the perspective of the Supplier UNTIL 30 DAYS after Delivery. Supplier hereby acknowledges and agrees that a transaction involving an Item may be terminated any time for any reason within 30 days of Delivery. A transaction may only be terminated if the Item is returned to the Supplier within 30 days of Delivery. 4. PURCHASING AN ITEM. 4.1. Buyer hereby agrees that upon clicking the "Purchase This" button Buyer has agreed to be bound to purchase the selected Item and is bound by the conditions of sale included in the Item's description (or linked to from the description) so long as those conditions of sale are not in violation of this Agreement or unlawful. Buyer agrees and warrants that upon clicking the "Purchase This" button, that it shall be obligated to pickup at the pickup point (or accept delivery), and pay in full the agreed purchase price of the transaction in cash, via Wire Transfer, a Certified or Bank Check, or with a credit card ("Method of Payment"). Payment of the Purchase Price and all other charges, including all Delivery Charges as provided below, shall be made prior to Delivery. No Item shall be Delivered prior to full payment and the availability of these funds. 4.2. The Buyer hereby agrees that by purchasing an Item from the DiamondFloor.com site, the Buyer shall be obligated to pay all shipping, delivery, handling, insurance charges, taxes, duties and other governmental fees ("Delivery Charges") prior to Delivery. These Delivery Charges are listed on the "Checkout" page. The terms of shipment shall be D.D.U. (delivered duty unpaid) according to incoterms 1990. 4.3. Buyer hereby further agrees that its offer to purchase the Item at the agreed purchase price is not deemed accepted until it receives confirmation from DiamondFloor.com of such acceptance. Up to that point, the Buyer's clicking of the "Purchase This" button shall only be deemed as an offer to purchase the Item at the specific price. 5. RETURN OF ITEM. 5.1. A Buyer shall have 7 days from the date of Delivery (the "Return Date") to return the Item to DiamondFloor.com. A Buyer who returns an Item before the Return Date shall be entitled to receive in return the amount of the purchase price less all Delivery Charges, provided that a Gemologist's inspection confirms that the Item returned fully and completely matches the item Delivered and that the Item has not been damaged in any way. If the Item does not match the Delivered Item or if it has been damaged, the Item shall not be returned to the Supplier and the Buyer shall not receive any reimbursement of the Purchase Price or any Delivery Charges associated therewith. 5.2. Upon return, all Delivery Charges shall be borne solely by the Buyer. The Buyer shall only be entitled to reimbursement for Delivery Charges for shipment to and from DiamondFloor.com if the Item delivered does not materially match the Gemologist's Certificate certifying the Item. 5.3. To return an Item the Buyer must go to the "Buyer's Info" page on the "Using the Site" section. Full and complete instructions on how to return an Item is available on this page. In the event that the DiamondFloor.com "Buyer's Info" page is unavailable, the Buyer must contact DiamondFloor.com, by phone or by fax, at the numbers listed below in "Contact Us" page in the Profile section to obtain a Return Authorization number. In addition, a full explanation of how to return an Item is available on the e-mail sent to the Buyer upon confirmation of the purchase. A special e-mail address is available for returned Items at dreturn@diamondfloor.com. 5.4. After the Return Date has passed, Buyer shall have no right to return the Item. 6. TERMINATION OF A TRANSACTION. The User hereby agrees and acknowledges that DiamondFloor.com has the right, at it sole and absolute discretion to terminate within 30 days upon Delivery, any transaction for any reason whatsoever, including but not limited to, in the event (i) the User has abused and/or violated either the letter or spirit of the Rules; or (ii) the User 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) DiamondFloor.com is unable to verify or authenticate any information provided by User, or (v) the Certification of the Item does not accurately reflect and match the Item itself, and the Item shall be returned to the Supplier. 7. MODIFICATION/AMENDMENT. The terms and conditions of this User Agreement may be amended, supplemented and changed by DiamondFloor.com, at its sole and absolute discretion. DiamondFloor.com may automatically amend this User Agreement at any time by sending the amended terms to User's account or any other e-mail address User provides to DiamondFloor.com or by posting the amended terms on our site. Such amendments will be effective 30 days after being sent or posted. Otherwise, this Agreement may not be amended except in writing signed by DiamondFloor.com. 8. COSTS The Service is provided to the User free of any charge, EXCEPT THAT THE USER IS SOLELY RESPONSIBLE FOR PAYING ALL APPLICABLE TAXES AND FOR COSTS ASSOCIATED WITH OBTAINING ACCESS TO THE WORLD WIDE WEB, INCLUDING WITHOUT LIMITATION TO: ANY SERVICE FEES FOR THAT ACCESS; THE PURCHASE OR USE OF EQUIPMENT, HARDWARE, SOFTWARE, AND OTHER COSTS INCURRED IN MAKING SUCH CONNECTION TO THE WORLD WIDE WEB, INCLUDING WITHOUT LIMITATION TO A COMPUTER AND MODEM DEVICE. 9. NON-TRANSFERABILITY. User may not transfer to or share its Account with anyone. User may not disclose its password to any third parties. 10. RULES. The User represents and warrants that (i) the Information provided to DiamondFloor.com or requested to be received (directly or indirectly) through its Account, (ii) the Item and the Description of the Item the User may choose to offer through its Account (if permitted to do so), and (iii) any username the User may select, SHALL NOT: (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including without limitation, the laws and regulations governing export control, unfair competition, discrimination or false advertising; (c) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. User shall not distribute unsolicited commercial messages ("Spam") through its Account or take any other action, which imposes an unreasonable or disproportionately large load on our infrastructure. At DiamondFloor.com's sole option and without further notice, DiamondFloor.com may use anti-spam technologies, such as automatic word and Spam filters, that may terminate your messages without delivering them or prevent messages from reaching you. (d) be used to gather, secrete, obtain identifying information from individuals for commercial or unlawful purposes; (e) impersonate another DiamondFloor.com User; (f) be false, inaccurate or misleading; (g) be obtained fraudulently or involve the sale of counterfeit or stolen items; (h) create liability for DiamondFloor.com or cause to lose (in whole or in part) the services of our ISPs or other suppliers; or (i) link directly or indirectly to or include descriptions of goods that: (a) are prohibited under this User Agreement; or (b) User does not have a right to link to or include. 11. VIOLATION OF THE RULES. The User hereby agrees that DiamondFloor.com, 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 DiamondFloor.com 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) DiamondFloor.com is unable to verify or authenticate any information provided by User. 12. DISCLOSURE OF INFORMATION. Although privacy issues are very important to us, due to the existing legal and regulatory environment, we cannot ensure that User's private communications and other personally identifiable information will not be disclosed to third parties. By way of example (without limiting the foregoing), DiamondFloor.com may be forced to disclose information to the government or third parties under certain circumstances under force of law by a Court, Arbitrator, Administrator, governmental agency, or third parties may unlawfully intercept or access transmissions or private communications, or we might disclose your information to other sites as part of offering additional functionality to you. In addition, User hereby authorizes DiamondFloor.com to disclose any information about User to private entities, law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate. Therefore, DiamondFloor.com does not promise, and User should not expect, that its personally identifiable information or private communications shall remain private. The User is solely responsible for the information it provides, and we act as a passive conduit for your online distribution and publication of your information. 13. NO GUARANTEE OF THE ACCURACY OF THE DESCRIPTION. DiamondFloor.com shall use its best efforts to ensure that the Description of the Items material match the actual Items delivered to the Buyer. DiamondFloor.com ensures that the Item delivered shall match the Certificate of the Item delivered. The User understands and acknowledges however 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 DiamondFloor.com 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. DiamondFloor.com does not guarantee the accuracy or integrity or bona fides of the Description or of the Item transmitted. DiamondFloor.com has no control over the quality, legality, accuracy or veracity of the Items advertised or offered for sale by the Suppliers. DiamondFloor.com 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. DiamondFloor.com expects and User acknowledges and confirms that User will use caution-and common sense-when buying or selling or transacting using its account. 14. 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. DiamondFloor.com DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, TIMELY OR SECURE ACCESS TO USER'S ACCOUNT. DiamondFloor.com 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. 15. LIMITATION OF DAMAGES. IN NO EVENT SHALL DiamondFloor.com 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. DiamondFloor.com's LIABILITY, AND THE LIABILITY OF DiamondFloor.com'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. 16. LICENSE. User acknowledges and understands that DiamondFloor.com does not own the Item posted on its site for sale or transmitted using DiamondFloor.com services. User hereby grants to DiamondFloor.com a worldwide, perpetual, irrevocable, royalty-free, sublicenseable (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 DiamondFloor.com in any public space on its site. 17. INDEMNIFICATION. Anything in this Agreement to the contrary notwithstanding, the User shall indemnify and hold DiamondFloor.com harmless and defend DiamondFloor.com 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 DiamondFloor.com's counsel, whether in-house staff, retained firms or otherwise), 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. 18. PROPRIETARY RIGHTS. All content included on this site, such as text, graphics, logos, button icons, images, audio clips, and software, is the property of DiamondFloor.com 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 DiamondFloor.com and is protected by U.S. and international copyright laws. All software used on this site is the property of DiamondFloor.com 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. 19. RELEASE. USER HEREBY AGREES THAT DiamondFloor.com SHALL NOT BE LIABLE AND HEREBY WAIVES, RELEASES AND DISCHARGES DiamondFloor.com 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 DiamondFloor.com. IF YOU ARE A CALIFORNIA RESIDENT AND TO THE EXTENT IT IS APPLICABLE, YOU WAIVE CALIFORNIA CIVIL CODE �1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." 20. LAW GOVERNING AND FORUM SELECTION CLAUSE. This Agreement shall be governed in all respects by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. Both parties submit to jurisdiction in New York 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 New York City, and judgment on the arbitration award may be entered into any court having competent jurisdiction thereof. Either you or DiamondFloor.com may seek any interim or preliminary relief from a court of competent jurisdiction in New York City necessary to protect the rights or property of you or DiamondFloor.com pending the completion of arbitration. 21. NO AGENCY. The User and DiamondFloor.com are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 22. NOTICES. 22.1 Except as expressly stated herein, any notice to DiamondFloor.com shall be in writing to DiamondFloor.com Inc., 350 Fifth Avenue, Suite 5712, New York, NY 10118, and shall be hand delivered or sent by Federal Express, or other reputable courier service, or by postage prepaid 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. 22.2. Except as expressly stated herein, any notice to the User shall be in writing sent to the e-mail address provided by the User at the time of registration and shall be deemed given 24 hours after being sent. 23. TRANSLATION. In the event that any statement made in a translated version of DiamondFloor.com's site conflicts with any statement made in this User Agreement, this User Agreement shall prevail and govern. 24. ADDITIONAL TERMS. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. DiamondFloor.com's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If we ask a third party to provide services through the website or for your Account, the provisions of this Agreement shall apply to your use of their services. We shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond our reasonable control. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. 25. LEGAL COUNSEL. The User hereby confirms and acknowledges that it has reviewed this User Agreement with counsel who has explained to it each and every provision of this User Agreement, or it has had full and adequate opportunity to review the provisions of the User Agreement with legal counsel but has opted not to seek the advice of counsel. 26. The services hereunder are offered by DiamondFloor.com. DiamondFloor.com is a registered trademark of Galil Ltd. By clicking on the "I Agree Register Me" button, you accept the terms and conditions of this User Agreement. If you do not accept these terms and conditions or have any questions, please contact us at info@diamodfloor.com.
I Agree to the terms listed in the USER AGREEMENT
I DO NOT Agree to the terms listed in the USER AGREEMENT

USER AGREEMENT

Welcome to DiamondFloor.com. This Agreement describes the terms and conditions that shall govern the use of and the Services to be provided by DiamondFloor.com 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 DiamondFloor.com shall provide Suppliers and Buyers a medium through which they can trade certified diamonds, gemstones, pearls or precious jewelry ("Items") over the Internet (the "Services").

2. MEMBERSHIP ELIGIBILITY. 
	2.1. The Services provided by DiamondFloor.com 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 DiamondFloor.com 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 DiamondFloor.com 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 DiamondFloor.com 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. 
	2.5. For the purposes of this User Agreement, the term "User" shall mean any Supplier or Buyer who has been confirmed as a registered member/user of DiamondFloor.com or who uses the DiamondFloor.com site.

3. SELLING AN ITEM.
	3.1. Listing Description. Listings may only include information, material, data, text, pictures, images, notes, memos, comments ("Description") the User provides to DiamondFloor.com that describes the Item for sale (or as appropriate, for which Supplier is soliciting offers to sell). The Description shall be placed by downloading the Content Management System (CMS) without payment and by placing a detailed Description of an Item for sale on to the site. The CMS can be used to edit the Description or to delete an Item from the site. The CMS may not be used for any other purposes whatsoever. DiamondFloor.com hereby grants to User a limited license to use the CMS to post, upload, and edit the Description on the DiamondFloor.com site for so long as User is and remains a registered User of DiamondFloor.com. In addition, DiamondFloor.com will have support offices in New York City, Antwerp, Hong Kong and Tel Aviv that will assist the User in loading the Description, including scanning of certificates. Furthermore, the Supplier can go to "MY PAGE" on the DiamondFloor.com site and edit a the price of an Item or remove it from the list. Once a Description of an Item is posted and placed, no other changes, except for price may be made to the Description. 
	3.2. Supplier's Representations. The Supplier represents that the Item offered for sale is fit for the particular purpose and that the Item placed for sale on the site are the property of the Supplier and currently available for sale. The Supplier further represents and warrants that the Description of the Item as provided on the site is true, accurate and complete, and that there are no liens, encumbrances, pledges, security interests on such Item that would effect Supplier's right, title or interest in the Item. Supplier warrants and represents that each and every Item it posts on the DiamondFloor.com site for sale shall be available for sale, UNLESS it is delisted as provided in paragraph 3.3. below. 
	3.3. Delisting of an Item. The Supplier hereby agrees that it is Supplier's sole and absolute responsibility to inform DiamondFloor.com that an Item is no longer available for sale and to make sure that the Item is deleted from the DiamondFloor.com site. The Supplier can delete the Item using any of the methods provided in 3.1. above. The Supplier agrees that failure to remove an Item from the site that is no longer available shall be deemed a material breach of this User Agreement. 
	3.4. The Supplier hereby agrees that in the event that it has received confirmation from DiamondFloor.com that a Buyer has agreed to purchase an Item that Supplier has posted on the DiamondFloor.com site for sale, it is bound to sell that Item to the Buyer at the listed purchase price. 
	3.5. The Supplier hereby agrees that an Item shall be deemed delivered at the time when the Buyer retrieves the Item at the designated pickup point and pays for the Item in full 
("Delivery"). 
	3.6. Closing of Transaction. Supplier hereby agrees that it shall receive payment of the purchase price of the Item within 30 days after Delivery of the Item. Supplier hereby acknowledges and agrees that a transaction involving the sale of an Item is not deemed concluded from the perspective of the Supplier UNTIL 30 DAYS after Delivery. Supplier hereby acknowledges and agrees that a transaction involving an Item may be terminated any time for any reason within 30 days of Delivery. A transaction may only be terminated if the Item is returned to the Supplier within 30 days of Delivery.

4. PURCHASING AN ITEM.
	4.1. Buyer hereby agrees that upon clicking the "Purchase This" button Buyer has agreed to be bound to purchase the selected Item and is bound by the conditions of sale included in the Item's description (or linked to from the description) so long as those conditions of sale are not in violation of this Agreement or unlawful. Buyer agrees and warrants that upon clicking the "Purchase This" button, that it shall be obligated to pickup at the pickup point (or accept delivery), and pay in full the agreed purchase price of the transaction in cash, via Wire Transfer, a Certified or Bank Check, or with a credit card ("Method of Payment"). Payment of the Purchase Price and all other charges, including all Delivery Charges as provided below, shall be made prior to Delivery. No Item shall be Delivered prior to full payment and the availability of these funds. 
	4.2. The Buyer hereby agrees that by purchasing an Item from the DiamondFloor.com site, the Buyer shall be obligated to pay all shipping, delivery, handling, insurance charges, taxes, duties and other governmental fees ("Delivery Charges") prior to Delivery. These Delivery Charges are listed on the "Checkout" page. The terms of shipment shall be D.D.U. (delivered duty unpaid) according to incoterms 1990. 
	4.3. Buyer hereby further agrees that its offer to purchase the Item at the agreed purchase price is not deemed accepted until it receives confirmation from DiamondFloor.com of such acceptance. Up to that point, the Buyer's clicking of the "Purchase This" button shall only be deemed as an offer to purchase the Item at the specific price.

5. RETURN OF ITEM.
	5.1. A Buyer shall have 7 days from the date of Delivery (the "Return Date") to return the Item to DiamondFloor.com. A Buyer who returns an Item before the Return Date shall be entitled to receive in return the amount of the purchase price less all Delivery Charges, provided that a Gemologist's inspection confirms that the Item returned fully and completely matches the item Delivered and that the Item has not been damaged in any way. If the Item does not match the Delivered Item or if it has been damaged, the Item shall not be returned to the Supplier and the Buyer shall not receive any reimbursement of the Purchase Price or any Delivery Charges associated therewith. 
	5.2. Upon return, all Delivery Charges shall be borne solely by the Buyer. The Buyer shall only be entitled to reimbursement for Delivery Charges for shipment to and from DiamondFloor.com if the Item delivered does not materially match the Gemologist's Certificate certifying the Item.
	5.3. To return an Item the Buyer must go to the "Buyer's Info" page on the "Using the Site" section. Full and complete instructions on how to return an Item is available on this page. In the event that the DiamondFloor.com "Buyer's Info" page is unavailable, the Buyer must contact DiamondFloor.com, by phone or by fax, at the numbers listed below in "Contact Us" page in the Profile section to obtain a Return Authorization number. In addition, a full explanation of how to return an Item is available on the e-mail sent to the Buyer upon confirmation of the purchase. A special e-mail address is available for returned Items at dreturn@diamondfloor.com. 
	5.4. After the Return Date has passed, Buyer shall have no right to return the Item.

6. TERMINATION OF A TRANSACTION.
The User hereby agrees and acknowledges that DiamondFloor.com has the right, at it sole and absolute discretion to terminate within 30 days upon Delivery, any transaction for any reason whatsoever, including but not limited to, in the event (i) the User has abused and/or violated either the letter or spirit of the Rules; or (ii) the User 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) DiamondFloor.com is unable to verify or authenticate any information provided by User, or (v) the Certification of the Item does not accurately reflect and match the Item itself, and the Item shall be returned to the Supplier.

7. MODIFICATION/AMENDMENT. 
The terms and conditions of this User Agreement may be amended, supplemented and changed by DiamondFloor.com, at its sole and absolute discretion. DiamondFloor.com may automatically amend this User Agreement at any time by sending the amended terms to User's account or any other e-mail address User provides to DiamondFloor.com or by posting the amended terms on our site. Such amendments will be effective 30 days after being sent or posted. Otherwise, this Agreement may not be amended except in writing signed by DiamondFloor.com.

8. COSTS 
The Service is provided to the User free of any charge, EXCEPT THAT THE USER IS SOLELY RESPONSIBLE FOR PAYING ALL APPLICABLE TAXES AND FOR COSTS ASSOCIATED WITH OBTAINING ACCESS TO THE WORLD WIDE WEB, INCLUDING WITHOUT LIMITATION TO: ANY SERVICE FEES FOR THAT ACCESS; THE PURCHASE OR USE OF EQUIPMENT, HARDWARE, SOFTWARE, AND OTHER COSTS INCURRED IN MAKING SUCH CONNECTION TO THE WORLD WIDE WEB, INCLUDING WITHOUT LIMITATION TO A COMPUTER AND MODEM DEVICE.

9. NON-TRANSFERABILITY. 
User may not transfer to or share its Account with anyone. User may not disclose its password to any third parties.

10. RULES. 
The User represents and warrants that (i) the Information provided to DiamondFloor.com or requested to be received (directly or indirectly) through its Account, (ii) the Item and the Description of the Item the User may choose to offer through its Account (if permitted to do so), and (iii) any username the User may select, SHALL NOT:
	(a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; 
	(b) violate any law, statute, ordinance or regulation, including without limitation, the laws and regulations governing export control, unfair competition, discrimination or false advertising;
	(c) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. User shall not distribute unsolicited commercial messages ("Spam") through its Account or take any other action, which imposes an unreasonable or disproportionately large load on our infrastructure. At DiamondFloor.com's sole option and without further notice, DiamondFloor.com may use anti-spam technologies, such as automatic word and Spam filters, that may terminate your messages without delivering them or prevent messages from reaching you. 
	(d) be used to gather, secrete, obtain identifying information from individuals for commercial or unlawful purposes;
	(e) impersonate another DiamondFloor.com User; 
	(f) be false, inaccurate or misleading; 
	(g) be obtained fraudulently or involve the sale of counterfeit or stolen items;
	(h) create liability for DiamondFloor.com or cause to lose (in whole or in part) the services of our ISPs or other suppliers; or 
	(i) link directly or indirectly to or include descriptions of goods that: (a) are prohibited under this User Agreement; or (b) User does not have a right to link to or include.

11. VIOLATION OF THE RULES. 
The User hereby agrees that DiamondFloor.com, 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 DiamondFloor.com 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) DiamondFloor.com is unable to verify or authenticate any information provided by User.

12. DISCLOSURE OF INFORMATION. 
Although privacy issues are very important to us, due to the existing legal and regulatory environment, we cannot ensure that User's private communications and other personally identifiable information will not be disclosed to third parties. By way of example (without limiting the foregoing), DiamondFloor.com may be forced to disclose information to the government or third parties under certain circumstances under force of law by a Court, Arbitrator, Administrator, governmental agency, or third parties may unlawfully intercept or access transmissions or private communications, or we might disclose your information to other sites as part of offering additional functionality to you. In addition, User hereby authorizes DiamondFloor.com to disclose any information about User to private entities, law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate. Therefore, DiamondFloor.com does not promise, and User should not expect, that its personally identifiable information or private communications shall remain private. The User is solely responsible for the information it provides, and we act as a passive conduit for your online distribution and publication of your information.

13. NO GUARANTEE OF THE ACCURACY OF THE DESCRIPTION. 
DiamondFloor.com shall use its best efforts to ensure that the Description of the Items material match the actual Items delivered to the Buyer. DiamondFloor.com ensures that the Item delivered shall match the Certificate of the Item delivered. The User understands and acknowledges however 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 DiamondFloor.com 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. DiamondFloor.com does not guarantee the accuracy or integrity or bona fides of the Description or of the Item transmitted. DiamondFloor.com has no control over the quality, legality, accuracy or veracity of the Items advertised or offered for sale by the Suppliers. DiamondFloor.com 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. DiamondFloor.com expects and User acknowledges and confirms that User will use caution-and common sense-when buying or selling or transacting using its account.

14. 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. DiamondFloor.com DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, TIMELY OR SECURE ACCESS TO USER'S ACCOUNT. DiamondFloor.com 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.

15. LIMITATION OF DAMAGES. 
IN NO EVENT SHALL DiamondFloor.com 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. DiamondFloor.com's LIABILITY, AND THE LIABILITY OF DiamondFloor.com'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.

16. LICENSE. 
User acknowledges and understands that DiamondFloor.com does not own the Item posted on its site for sale or transmitted using DiamondFloor.com services. User hereby grants to DiamondFloor.com a worldwide, perpetual, irrevocable, royalty-free, sublicenseable (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 DiamondFloor.com in any public space on its site.

17. INDEMNIFICATION. 
Anything in this Agreement to the contrary notwithstanding, the User shall indemnify and hold DiamondFloor.com harmless and defend DiamondFloor.com 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 DiamondFloor.com's counsel, whether in-house staff, retained firms or otherwise), 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.

18. PROPRIETARY RIGHTS.
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, and software, is the property of DiamondFloor.com 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 DiamondFloor.com and is protected by U.S. and international copyright laws. All software used on this site is the property of DiamondFloor.com 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.

19. RELEASE. 
USER HEREBY AGREES THAT DiamondFloor.com SHALL NOT BE LIABLE AND HEREBY WAIVES, RELEASES AND DISCHARGES DiamondFloor.com 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 DiamondFloor.com. IF YOU ARE A CALIFORNIA RESIDENT AND TO THE EXTENT IT IS APPLICABLE, YOU WAIVE CALIFORNIA CIVIL CODE �1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

20. LAW GOVERNING AND FORUM SELECTION CLAUSE. 
This Agreement shall be governed in all respects by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents. Both parties submit to jurisdiction in New York 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 New York City, and judgment on the arbitration award may be entered into any court having competent jurisdiction thereof. Either you or DiamondFloor.com may seek any interim or preliminary relief from a court of competent jurisdiction in New York City necessary to protect the rights or property of you or DiamondFloor.com pending the completion of arbitration.

21. NO AGENCY.
The User and DiamondFloor.com are independent contractors and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

22. NOTICES.
	22.1 Except as expressly stated herein, any notice to DiamondFloor.com shall be in writing to DiamondFloor.com Inc., 350 Fifth Avenue, Suite 5712, New York, NY 10118, and shall be hand delivered or sent by Federal Express, or other reputable courier service, or by postage prepaid 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.
	22.2. Except as expressly stated herein, any notice to the User shall be in writing sent to the e-mail address provided by the User at the time of registration and shall be deemed given 24 hours after being sent.

23. TRANSLATION.
In the event that any statement made in a translated version of DiamondFloor.com's site conflicts with any statement made in this User Agreement, this User Agreement shall prevail and govern.

24. ADDITIONAL TERMS. 
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. DiamondFloor.com's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If we ask a third party to provide services through the website or for your Account, the provisions of this Agreement shall apply to your use of their services. We shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond our reasonable control. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof.

25. LEGAL COUNSEL.
The User hereby confirms and acknowledges that it has reviewed this User Agreement with counsel who has explained to it each and every provision of this User Agreement, or it has had full and adequate opportunity to review the provisions of the User Agreement with legal counsel but has opted not to seek the advice of counsel.

26. The services hereunder are offered by DiamondFloor.com. DiamondFloor.com is a registered trademark of Galil Ltd.

By clicking on the "I Agree Register Me" button, you accept the terms and conditions of this User Agreement. If you do not accept these terms and conditions or have any questions, please contact us at info@diamodfloor.com.
USER AGREEMENT

1. SERVICES

1.1 DiamondFloor.com shall provide Suppliers and Buyers a medium through which they can trade certified diamonds, gemstones, pearls or precious jewelry ("Items") over the Internet (the "Services").

9. NON-TRANSFERABILITY. 
User may not transfer to or share its Account with anyone. User may not disclose its password to any third parties.

26. The services hereunder are offered by DiamondFloor.com. DiamondFloor.com is a registered trademark of Galil Ltd.

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