Notwithstanding the foregoing, the following services (whether directly or indirectly related or offered through the Site, without any guarantee with respect thereto) are provided by U.N.I Luxury and its affiliates and sub-contractors (including, as applicable, U.N.I Logistics and Malca-Amit): inspection and Diamond certificate verification, autonomous diamond gemological examination, video filming and imaging of the Diamonds, diamond mark-to-market appraisal, diamond digital certificate issuance, safe storage of the Diamonds (through its affiliates and related entities), insurance (if and where applicable), marketing and international promotional campaigns of diamonds, diamond industry tradeshows participation, delivery and payment charging and collection services.
This Platform and the Services are strictly business to business (B2B) and are available only to qualified and duly certified Diamond dealers, Diamond Jewelry retailers and/or traders and/or corporate entities who pass U.N.I's KYC inspection procedures (as updated from time to time). As a condition of your use of the Platform, you agree that:
In order to view and participate in the Services (including participation in any purchase, Memo or bid for Diamonds), a user must first register and pass U.N.I's KYC procedures, subject to U.N.I's sole and exclusive discretion and to U.N.I's full satisfaction. Once a user is registered, such user may be able to view Diamonds offered for purchase and/or bid and receive other services that U.N.I, subject to the applicable seller's consent (to the extent required, in accordance with the specific terms agreed upon between the seller and U.N.I), may provide, such as allowing physical inspection (memo) of the Diamonds at the buyer’s premises or at U.N.I affiliated trusted third parties, all at U.N.I’s discretion ("Memo"). In addition to the registration and KYC details, a user may be required to provide payment and full bank account details, financial information such as your annual turnover, reference customers, and additional information as may be required by anti-money laundering (AML) and/or counterterrorism regulations and such other applicable regulatory obligations. Unless otherwise instructed by U.N.I, the acceptable means of payment on the Platform are cash-only wire transfer in United States Dollars. Each user represents that the details entered by it during the registration and KYC process are its own details, that they are correct and complete and that the funds belong to it. U.N.I shall have the right to cancel any buy order and/or offer for a Diamond (whether an offer to purchase, a submission of a bid or a Memo request) which does not contain all of the details required by U.N.I to execute such transaction, or which contains any false details (including false registration or KYC details). Knowingly providing false details is a criminal offense, and U.N.I or the applicable users who have relied on such details, shall have the right to take legal action against a user who has provided false details.
Each Diamond shall be offered for a certain time period and U.N.I retains the right to change such period. U.N.I retains the right, at its sole and exclusive discretion, to determine different viewing and purchasing options for different users and to limit or restrict the ability to view and/or submit any request to purchase, bid or Memo to any Diamond to any user and/or a group of users.
Any Diamond price available on the Platform does not necessarily reflect the market value for such Diamond. Furthermore, the price of a Diamond may be changed by a seller or U.N.I at any given time, either manually or automatically by the Platform's system due to certain changes and/or circumstances which affect the pricing of the Diamond. By using the Platform, you hereby agree and acknowledge that prices of Diamond may vary and no guarantee is given that a particular price point shall be maintained for any particular period of time.
The following specific terms shall apply on Memo orders:
The following specific terms apply on bid orders: bid functionality is available through the Platform for sellers to consider and offer Diamonds for sale under bidding methodology, at their sole discretion ("Bid"). Unlike the direct buy process in which a seller specifies a single definitive price for the Diamond, under a Bid, the seller shall pre-define the minimum bidding price ("Minimum Bid") through a seller personal management interface, enabling the seller to request other restrictions by notifying U.N.I.
Once a Bid is available through the Platform for a specific Diamond, you can submit your bid proposal for such Diamond directly by offering a price in United Stated Dollars or price-per-Carat (PPC) or, if made available through the Platform, other market price references, which will automatically be reflected in the total bid proposal price. You will be asked to confirm your Bid proposal and by clicking ‘Place order’ your binding bid proposal is sent to the seller ("Bid Proposal").
Once you submit your Bid Proposal, the following three scenarios may take place:
U.N.I retains the right, in its sole discretion and without liability to you, to deny or restrict service or access or use of the Platform, Services or an account to anyone, with or without cause, with or without notice and at any time, including, inter alia, due to compliance considerations with applicable laws and regulations with respect to online trading in general, and diamond trading in particular, any as may be required by anti-money laundering (AML) and/or counterterrorism and/or financial conduct authorities and/or regulations and such other applicable regulatory obligations. While we use reasonable efforts to maintain the Platform, Services and your account accessible, the Platform, Services and/or your account may be unavailable from time to time. You acknowledge that there may be interruptions in any or all of the Services, Platform access or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.
The Platform and any newsletter or other communication sent to users by U.N.I may contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, code, proprietary methods and systems used to provide the Platform owned by U.N.I Technologies and made available by U.N.I Luxury as an authorized user and distributor of the Platform. U.N.I Technologies owns a copyright in the selection, coordination, arrangement and enhancement of all other content on the Platform. You may not modify, redistribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication or commercial exploitation of the content is permitted. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
You will not upload, post or otherwise make available on the Platform any material protected by copyright, trademark or other proprietary right without the prior written permission of the owner of the copyright, trademark or other proprietary right ("Infringing Submission"). U.N.I does not and will not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such an Infringing Submission and you hereby expressly, fully, unconditionally and irrevocably waive and release U.N.I from and any direct or indirect liability (whether toward you or toward any third party) resulting from any Infringing Submission or any other infringement of copyrights, trademarks, proprietary rights or any other harm resulting from you conduct.
You may not use any of the U.N.I Luxury, U.N.I Logistics, U.N.I Technologies, U.N.I and/or uni.diamonds names or URL’s, logos, trademarks or brands without U.N.I's prior written permission.
The Platform may, without any obligation and at U.N.I's sole and exclusive discretion, provide registered users various opportunities to submit or post reviews, ratings, messages and other communications, as well as files, images, photographs, video, sound recordings, musical works and other content (collectively, "User Content") through various communication facilities that may be offered on, though, or in connection with the Platform or Services from time to time. You may be required to have a U.N.I account to submit User Content. Any information provided or originated from the sellers of the Diamonds and posted on the Platform may also be considered as "User Content" for the purpose of this Section 11 and Section 19 hereunder and without such determination to be deemed as a waiver and/or derogation from any ownership, proprietary or such other rights and/or privileges that U.N.I may have with respect to such User Content. If you contribute any User Content, you represent and warrant that:
Any ideas of any kind, provided directly or indirectly by you to us, including without limitation, ideas or suggestions relating to U.N.I business and activity, to the Platform features or performance or trading capabilities, to new or improved services, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions, suggestions, material, images or other work in any form shall be referred to as "New Materials”. If you send us New Materials, you understand and agree that notwithstanding any terms that accompany such New Materials, U.N.I has no obligation to review any such New Materials or keep them confidential; and U.N.I will own, and may freely use in any way, the New Material or any part thereof, or any underlying logic or mere idea or inspiration arising from the New Material, directly or indirectly, for any purpose without restriction and free of any obligation to acknowledge or compensate you.
U.N.I Luxury, as authorized user and distributor of the Platform to customers globally, charges users for the grant of usage rights with respect to the Platform. The base Platform usage fees equal 3% (three percent) of each Diamond transaction final price paid by the buyer, WHICH FEE MAY VARY ON CERTAIN TRANSACTIONS, AS DETERMINED BY U.N.I AT ITS SOLE DISCRETION ON CASE-BY-CASE BASIS ("U.N.I Fee"). Accordingly, the initial price set by a seller on the Platform (the "Asking Price") is automatically updated upwards by the Platform's system, such that the Asking Price reflects a certain percentage of the final price made available to the buyer depending on the U.N.I Fee charged by U.N.I Luxury (for example: if the U.N.I Fee is 3%, the Asking Price reflects 97% of the final price).IT IS HEREBY EMPHASIZED THAT U.N.I FEE SHALL BE DETERMINED BY U.N.I AT IT SOLE DISCRETION AND NEITHER THE SELLER NOR THE BUYER SHALL HAVE ANY CLAIMS IN REGARDS OF THE U.N.I FEE RATE.
U.N.I may charge sellers or buyers for additional services targeted specifically for sellers or, alternatively for buyers, as applicable, including, without limitation, delivery and shipping fees, subject to U.N.I discretion and provisions of a prior notice to the applicable user. The fees for such additional services may be charged separately from the U.N.I Fee, as a one-time fee or continuous fee or a fee based on the extent of usage of the Platform's services by a seller and/or buyer, as applicable ("Additional Fee").
The seller and buyer are solely responsible for the payment of any tax related to payment received from or transmitted to U.N.I, and shall indemnify U.N.I for any payment or charge made by U.N.I in connection with such taxes. U.N.I is entitled to withhold any taxes pursuant to applicable law. You shall be solely responsible and liable to provide, if applicable, a duly issued withholding certificate to U.N.I.
U.N.I retains the right to stop the Platform's activity or cancel a purchase and/or a delivery and/or an offer of Diamond(s), in whole or part, or a Service at its sole discretion. All Sales are final and based upon the agreed price specified on the invoice provided to the buyer. A user may cancel the purchase transaction of a fully paid for Diamond no later than ten (10) hours following 'Delivery Timing' of a Diamond ('Delivery Timing' shall be determined by U.N.I on a case by case basis, primarily based on Malca-Amit records) by contacting U.N.I., U.N.I notice of the purchase cancelation shall be issued to the seller, subject to the following cumulative terms:(i) the returned Diamond would successfully pass re-examination testing by U.N.I Luxury, including gemological examination, validation and verification ("Return Inspection Completion");(ii) the returned Diamond is in the exact same condition in which it was purchased and has not been damaged, changed, degraded, modified or altered in any way.
Subject to the foregoing, the cancelling user would be eligible to receive his money back within 14 days from the Return Inspection Completion after deduction of all of the following amounts (collectively the "Cancellation Fees"):
YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM AND/OR ANY SERVICE IS AT YOUR SOLE RISK. NONE OF U.N.I OR ANY OF ITS RESPECTIVE EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE PLATFORM AND/OR ANY SERVICE WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO
IN NO EVENT SHALL U.N.I OR ANY OF ITS RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PU.N.ITIVE DAMAGES ARISING OUT OF OR RELATED TO:
The Platform may contain links to websites and applications maintained by third parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents available on such websites and applications. Additionally, links to the Platform may be posted on third parties' websites and applications. We expressly disclaim any representations regarding the content or accuracy of materials on such websites and applications or the privacy practices of those websites and applications. If you decide to access websites and/or applications maintained by other parties, you do so at your own risk.
You agree to defend, indemnify and hold harmless U.N.I and its respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to: