This Agreement provides the general terms and conditions (the "Terms of Use") applicable to all services (the "Services") offered by Diamond Deal Finder, to you through its Web site located at www.diamonddealfinder.com (the "Site"). By accessing or using this Site, you accept without limitations or qualifications to be bound by the Terms of Use. Diamond Deal Finder reserves the right to change the Terms of Use from time to time at its sole discretion. Your use of the Site will be subject to the most current version of the Terms of Use posted on the Site at the time of such use. In addition, when using particular Services or the material posted on this Site ("Materials"), or entering sections of the Site reserved strictly for members of Diamond Deal Finder, you shall be subject to any terms and conditions set out in policies of Diamond Deal Finder posted on the Site, including, without limitation, the Privacy Policy and other posted guidelines or rules applicable to such Services or Materials that may contain terms and conditions in addition to those in this Agreement. All such policies, guidelines or rules are hereby incorporated by reference into this Agreement. If you breach any of the Terms of Use, Diamond Deal Finder may, in addition to terminating your access to use this Site, limit your activity, immediately remove your item listings, warn other members of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your subscription and refuse to provide services to you. This Agreement is void where prohibited by law, and the right to access the Site and Materials is revoked in such jurisdictions. Diamond Deal Finder maintains this Site for your use and grants you the permission to use and view the Site subject to these Terms of Use.

REGISTRATION AND MEMBER INFORMATION.

Certain portions of the Site are only available to business entities that have become registered members of Diamond Deal Finder as described in these Terms of Use ("Members"). Membership is provided to a business entity and not to an individual. Applicant confirms that the company named herein is a duly constituted business entity operating in the jewelry industry. Membership may be denied to companies not meeting defined criteria for credit worthiness or professional standing. The services or materials available to Members may include services provided by Diamond Deal Finder and by third parties ("Associates"). To become a Member of Diamond Deal Finder you must submit a complete Diamond Deal Finder registration form. By submitting a registration form, you represent and warrant (a) that you are 18 years of age or over, and that you are signing up as a Member on behalf of an entity you have identified in the registration form and are authorized to sign for and bind that entity; (c) the information on the registration form is current, complete, and accurate; and (d) you are not a competitor or working for a competitor of Diamond Deal Finder. Member must update registration information to ensure that it continues to be current, complete, and accurate. Diamond Deal Finder reserves the right to accept or reject Member registrations. Upon acceptance of Member's registration form, a password will be generated for Member.

RENEWAL & CANCELLATION

Your subscription to the Services is for a minimum of the term identified in the service description above. You may terminate your subscription to the Services for any reason, or no reason at all, upon a thirty (30) day written notice to Diamond Deal Finder, provided however that subscription fees will not be refundable if you cancel your subscription prior to its term. Your subscription shall be automatically renewed for the same successive term unless cancelled in writing at least thirty (30) days prior to the end of term renewal date. Service fees are subject to change upon renewal of subscription. The renewal of your subscription indicates agreement to any amendments to the Terms of Use and service fee structure. Diamond Deal Finder, in its sole discretion, shall have the right to terminate your access to this Site at any time, for any reason, and Diamond Deal Finder shall not be obligated to disclose such reason to you. Termination of your access to this Site is sufficient notice of termination of this Agreement. Termination is in addition to all other legal or equitable remedies available to either party. Upon termination of this Agreement for any reason, Member shall cease to access or to use any information obtained through Diamond Deal Finder. The limitations and disclaimers of warranties, and the indemnity obligations of Members, and the provisions of governing law, jurisdiction and venue, shall survive the termination of this Agreement.

SERVICE FEES.

Diamond Deal Finder, in its sole discretion, shall have the right to modify any portion of its fee structure for any reason, at anytime without prior notice. Changes to the fee structure shall become effective once posted on the Site and shall apply to all new or renewed subscriptions which become effective on the day of such posting. Fees paid in advance are non-refundable if you cancel your subscription prior to its term (but are transferable in such a case upon a five (5) business days written notice to Diamond Deal Finder), or if Diamond Deal Finder terminates your access to the Site as a result of your non-compliance to the Terms of Use. Unless otherwise stated, all fees are quoted in US Dollars. You are responsible for paying all fees associated with the Services and all applicable taxes.

USE AND PROTECTION OF USERNAME AND PASSWORD.

You are responsible for maintaining the confidentiality of your account Username(s) and password(s). You are responsible for all uses of your account, whether or not actually or expressly authorized by you. If there is a breach of the confidentiality of a password(s) or Username(s) assigned to you, or any breach of security through your Member's account, then you shall notify Diamond Deal Finder immediately in writing and send the information at info@diamonddealfinder.com.

LIMITED COPYRIGHT LICENSE.

The Materials and Services on this Site, including, but not limited to, the compilation of all content, are protected by copyright and/or other intellectual property laws and any unauthorized use of the Materials or Services at this Site may violate such laws. Except as expressly provided herein, Diamond Deal Finder and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, rights in trade secrets, or other intellectual property rights with respect to the Materials and Services. Except as expressly permitted herein, no portion of the Materials on this Site may be reproduced in any form or by any means without the prior written permission of Diamond Deal Finder.

USE OF MEMBER INFORMATION.

In order to make various features and functions of Services and Materials available to Members, Diamond Deal Finder may collect information about a Member and a Member's use of Diamond Deal Finder ("Member Information"). You acknowledge and agree that Diamond Deal Finder's collection and use of your Member Information as set forth in Diamond Deal Finder's Privacy Policy, and Diamond Deal Finder's operation and provision of Services, as contemplated under this Agreement, is not a breach of your right of privacy, publicity, or any other right related to protection of personal data, whether in equity, law, contract, or otherwise. You hereby waive any and all such claims or rights of action, whether foreseen or unforeseen, so long as your Member Information is collected, stored, and used in accordance with Diamond Deal Finder's Privacy Policy, or in the case of you making use of Materials or Services provided by Diamond Deal Finder Associates, the privacy policy of such Associate.

LINKS TO OTHER INTERNET WEB SITES.

This Site may contain links to third-party Web sites that are not under the control of Diamond Deal Finder. Diamond Deal Finder makes no representations whatsoever about any other Web site to which you may have access through this Site, including the Web sites of Diamond Deal Finder Associates. When you access a non-Diamond Deal Finder Web site, you do so at your own risk and Diamond Deal Finder is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites; or for the quality of any products or services available on such sites; or for any damage or loss caused or alleged to be caused through or in connection with use of or reliance on the content, goods, or services available on or through any such link, site, or resource. Diamond Deal Finder provides these links merely as a convenience and the inclusion of such links does not imply that Diamond Deal Finder endorses or accepts any responsibility for the content or uses of such Web sites.

MEMBER CONTENT.

You are solely responsible for the content of any data, information, questions, comments, feedback, ideas, descriptions of processes, or other information submitted to Diamond Deal Finder through the Site. Diamond Deal Finder does not want to receive confidential or proprietary information from you through the Site. Any non-personal unsolicited information or material sent to Diamond Deal Finder will be deemed not confidential, and by sending such information you hereby grant Diamond Deal Finder an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute those materials or information, and you also agree that Diamond Deal Finder is free to use any ideas, concepts, know-how, or techniques that you send to us for any purpose. Personal information, such as names, address, telephone numbers, etc., will remain subject to Diamond Deal Finder's Privacy Policy. For any information, materials, or documents of any kind submitted or placed on the Site ("Member Content"), Member shall obtain any and all licenses to, or releases of intellectual or proprietary rights in or to the Member Content before delivery to the Site. Certain Services offered on the Site accommodate or require Member Content. By submitting Member Content to the Site, you will grant Diamond Deal Finder a worldwide, royalty-free, non-exclusive license to reproduce and modify, for purposes of formatting, maintenance, or Site administration only, such Member Content. This license will remain in effect until such Member Content is removed from the Site. For Member Content such as comments to the Diamond Deal Finder user forums, bug reports, piracy reports, or product suggestions, you grant Diamond Deal Finder an unrestricted, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit, and distribute such Member Content, and you also agree that Diamond Deal Finder is free to use any ideas, concepts, know-how, or techniques that you submit to the Site for any purpose. By virtue of these licenses, Diamond Deal Finder only obtains the rights set out in the license grants and does not obtain any additional right, title, or interest to any copyright, patent, trademark, or other intellectual property right in or to the Member Content. Diamond Deal Finder may establish general practices and limits on the use of any Service, including, but not limited to, limits on retention time, file size, and storage space for Member Content. Diamond Deal Finder shall have no liability or responsibility for the deletion or failure to store any information or materials in connection with any Service. Diamond Deal Finder reserves the right, at Diamond Deal Finder's discretion, to refuse to post or require the removal of any Member Content on the Site if Diamond Deal Finder deems such Member Content to be inappropriate.

MEMBER OBLIGATIONS AND WARRANTIES.

You may use the Site in accordance with this Agreement. You undertake and warrant that the use of the Site by you and the Member Content you post on the Site, shall not: (i) be false, inaccurate or misleading, (ii) be fraudulent or involve the sale of counterfeit or stolen items (iii) be defamatory, libelous, obscene, excessively violent, scandalous, unlawfully threatening or unlawfully harassing, (iv) contain viruses or other contaminating or destructive features, (v) violate the personal, proprietary, or intellectual property rights of any third party, or (vi) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising). A Member shall use Diamond Deal Finder only for the direct benefit of such Member's internal business operations, and shall not resell project management, hosting or any other services on behalf of any third parties. With respect to information available on the Site, you may (i) view that information, and (ii) print that information for use in accordance with this Agreement, so long as those copies are distributed only to Member's employees and so long as all copyright, trademark, and other proprietary rights notices are included on those copies. Except as specifically permitted above, you shall not (i) reproduce or distribute any information available through the Site, electronically or otherwise, or (ii) store or aggregate that information. You shall not share, rent, or sublicense any of its rights under this Agreement to any other party.

WARRANTIES AND DISCLAIMERS.

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF YOU AND Diamond Deal Finder, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, Diamond Deal Finder MAKES NO WARRANTY THAT (i) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM THE SITE WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT CANNOT BY LAW BE EXCLUDED ARE LIMITED TO NINETY (90) DAYS. THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. Diamond Deal Finder MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES AND PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SITE MAY BE OUT OF DATE, AND Diamond Deal Finder MAKES NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES. Diamond Deal Finder ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND/OR SERVICES OR FOR INFORMATION, MATERIALS, OR SERVICES OF THIRD PARTIES THAT ARE REFERENCED BY OR LINKED TO THIS SITE, INCLUDING THOSE OF Diamond Deal Finder'S ASSOCIATES. REFERENCES TO OTHER COMPANIES, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN NO EVENT SHALL Diamond Deal Finder OR ITS LICENSORS OR ASSOCIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT Diamond Deal Finder HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE, INCLUDING THOSE OF Diamond Deal Finder'S ASSOCIATES. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Diamond Deal Finder OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE, IN NO EVENT WILL Diamond Deal Finder'S LIABILITY FOR THE SUBJECT MATTER OF THIS AGREEMENT EXCEED 100 CANADIAN DOLLARS. MEMBERS ACKNOWLEDGE THAT THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITIES CONTAINED IN THIS AGREEMENT IS A MATERIAL CONSIDERATION FOR Diamond Deal Finder ENTERING INTO THIS AGREEMENT.

INDEMNITY.

You shall, at your own expense, indemnify, defend, and hold Diamond Deal Finder and its subsidiaries, affiliates, officers, employees, agents, co-branders, associates, suppliers, or other partners harmless from and against any losses, costs, damages, liabilities, and expenses (including reasonable attorneys' fees), arising out of or related to a third-party claim, action or allegation (a) related in any way to a transaction or dispute between you and another Member or between you and any third party, (b) based on or caused by unauthorized access to the Site through Member's account, (c) is based on facts or alleged facts that would constitute a breach of any of Member's representations, warranties, or covenants under this Agreement, or (d) arising out of a request for Diamond Deal Finder to remove or disable access to any Member Content in or on the Site. You shall not enter into a settlement of the foregoing without Diamond Deal Finder's prior written consent, and shall not incur expenses and fees in defending the above claims, actions, or allegations without prior approval from Diamond Deal Finder. By using this site you acknowledge that, Diamond Deal Finder has no control over the quality, safety, legality or accuracy of Member Content, the ability of sellers to sell items or the ability of buyers to pay for items. Diamond Deal Finder cannot ensure that a buyer or seller will actually complete a transaction. As a result, in the event that you have a dispute with one or more Members, you shall release Diamond Deal Finder and its subsidiaries, affiliates, officers, employees, agents, co-branders, associates, suppliers, or other partners from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between you and Diamond Deal Finder with respect to the Site and supersedes all prior agreements or previous discussions (written or oral) between you and Diamond Deal Finder, subject to any specific agreement governing Services subscribed by you through this Site. This Agreement may be modified only by a signed agreement, or as follows: Diamond Deal Finder may modify this Agreement by posting the new terms and conditions in the same location the previous terms and conditions were posted. If you continue to use the Materials, Services, or Site, then you will be considered to have accepted the modifications.

MISCELLANEOUS PROVISIONS.

Diamond Deal Finder's failure to enforce any provision of this Agreement will not be construed as a waiver of any provision or right. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Diamond Deal Finder will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of cause beyond the reasonable control of Diamond Deal Finder including, without limitation, outages of the Internet or connections thereto, communications outages, earthquake, fire, flood, war, or act of God; or any acts of governmental bodies or authorities. The parties agree that this Agreement shall be written in English only.

GOVERNING LAW AND JURISDICTION.

This Site (excluding linked sites) is controlled by Mediagrif Interactive Technologies Inc., the parent company of Diamond Deal Finder, from its offices within the Province of Québec, Canada. By accessing this Site, you and Diamond Deal Finder agree that the statutes and laws of the Province of Québec, without regard to the conflicts of laws principles thereof, shall govern all matters relating to your access to, or use of, this Site and any Materials or Services. You and Diamond Deal Finder also agree and hereby submit to the exclusive personal jurisdiction and venue of the Courts of the Province of Québec with respect to such matters. Diamond Deal Finder makes no representation that Materials or Services available on this Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

QUESTIONS.

Should you have any questions concerning the present Membership Agreement, please contact us.