(b) you agree not to reproduce, duplicate, create derivative works from, distribute, publicly display, copy, license, sell or re-sell or otherwise exploit any content, software, products or Services obtained from or through the Site without the prior express written permission of DFL Technologies.
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 DFL Logistics: 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 Site and the Services are strictly business to business (B2B) and are available only to qualified and duly certified Diamond dealers and/or traders and/or corporate entities who pass DFL's KYC inspection procedures (as updated from time to time). As a condition of your use of the Site, you agree that:
(i) You are able and duly authorized to create a binding legal obligation and have the power to lawfully enter into and form binding contracts, conditions, obligations, affirmations, representations and warranties;
(iii) You are duly authorized and hold a valid license (to extent required under applicable law) to offer, market, publish, deal, sell, bid for, and buy Diamonds;
(iv) You are not barred from receiving or providing any products (including Diamonds) or services under applicable law; (v) You will not attempt to use the Site with crawlers, robots, data mining, code copying or extraction tools or any other functionality;
(vii) You will update and correct information you have submitted to DFL and/or the Site and ensure that it is accurate at all times (out-of-date information will invalidate your account);
(viii) You have the right to provide any and all information you submit to DFL and/or the Site and all such information is accurate, true, current and complete
(ix) You have never been involved, directly or indirectly, in any act of fraud, scam, money laundering, identity theft, act of terror or any other criminal acts;
(x) The Diamonds you offer have been purchased from legitimate sources not involved in funding conflicts and in compliance with United Nations Resolutions. You (if you offer, directly or indirectly, any Diamond for sale, Memo or Bid (as defined below), or such other transaction) hereby guarantee that these Diamonds are conflict free, based on personal knowledge and/or written guarantees provided by the supplier of these Diamonds;
(xi) You (if you offer, directly or indirectly, any Diamond for sale, Memo, Bid or such other transaction) have fully disclosed any and all of the treatments, processes, changes and/or modifications of the Diamonds, as well as any results and/or effects of such treatments, processes, changes and/or modifications
(xii) You accept and fully trust DFL's decision, at DFL's sole discretion, to:
(a) approve or disapprove buyers, subject to DFL's criteria, policies and tests, as shall be updated from time to time;
(b) approve or disapprove the grant of Memo (as defined below) terms;
(c) approve or disapprove the grant of Bid and associated process sale terms (as defined below)
(d) approve or disapprove the grant of payment credit terms. Furthermore, you, by providing your approval on the Site to the sale of a Diamond to a buyer, you hereby release DFL from any and all claims or liability related thereto.
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 DFL's KYC procedures, subject to DFL's sole and exclusive discretion and to DFL'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 DFL, subject to the applicable seller's consent (to the extent required, in accordance with the specific terms agreed upon between the seller and DFL), may provide, such as allowing physical inspection (memo) of the Diamonds at the buyer’s premises or at DFL affiliated trusted third parties, all at DFL’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 DFL, the acceptable means of payment on the Site 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. DFL shall have the right to cancel any buy order of 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 DFL 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 DFL 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 DFL retains the right to change such period. DFL 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.
Each Diamond price is determined solely by the applicable seller of such Diamond and does not necessarily reflect the market value for such Diamond. Furthermore, the price of a Diamond may be changed by a seller at its own discretion, at any given time.
The following specific terms shall apply on Memo orders:
(i) any request for Memo through the Site, to the extent approved for the applicable buyer and offered, is subject to DFL's discretion and DFL may decline any buyer or any such request, with or without cause (including, inter alia, due to a request by a seller);
(ii) each Memo is offered for a limited period of time ("Memo Period"), as shall be chosen by you, should you be approved by DFL for Memo terms, from the options available at the Site with respect to the applicable Diamond;
(iii) should you elect not to purchase the applicable Diamond, you undertake to and shall perform all needed actions in order to return the Diamond through Malca-Amit to the return address specified by DFL, no later than the last day of the Memo Period, such that the Diamond shall be actually received by DFL prior to the lapse of the Memo Period;
(iv) following the placement of a Memo you shall receive a notification (whether through the Site or via email) specifying the two-way (to and from the Memo receiver) shipping, delivery, handling, insurance, taxes, duties and other incidental fees ("Memo Fees") which would be borne by you should you elect NOT to purchase the Diamond at the end of the Memo Period and, by receiving such notification, you undertake to pay such Memo Fees;
(v) DFL may send you periodic notifications and reminders with respect to the Memo, including, if applicable, the following periodic reminders: (1) 7 and 3 days prior to the lapse of the Memo Period;
(2) 24 hours prior to the lapse of the Memo Period;
(3) contact you at the day the Memo Period has lapsed;
(4) send you a letter of demand from DFL's legal counsels 7 days after the lapse of the Memo Period (should you fail to return the Diamond prior to such date and without derogating from any other right or remedy available to DFL and/or the applicable seller);
(vi) in any event of a Diamond Memo, should you elect not to purchase the applicable Diamond, you undertake to return it in the exact same quality, size, carat and any other parameter appearing in the Diamond certificate and DFL digital certificate provided with the Diamond, in which it was received by you without any damage, change, derogation, modification or alteration in any way.
The following specific terms apply on bid orders: bid functionality is available through the Site 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 DFL.
Once a Bid is available through the Site 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 Site, 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:
B. Your Bid Proposal is lower than the Minimum Bid price of the applicable seller. In such event you shall receive a system notification stating your proposed Bid total does not meet the requested Minimum Bid price and, subject to the terms of the specific Bid, you may be granted with the opportunity to submit an improved Bid Proposal for the applicable Diamond. The seller may choose to limit number of Bid Proposal updates. Additional restrictions, such as bidding lapse time, could be applied by contacting DFL. Without limiting the generality of the foregoing, in cases where the maximum number of possible Bid Proposals for a particular Diamond was reached, you shall no longer be able to submit additional Bid Proposals for such Diamond for the current bidding cycle. C.Your Bid Proposal is higher than the Minimum Bid, however lower than a previous 3rd party bid proposal which was rejected by the seller. In such a case, you shall receive a notification from the system suggesting you to improve your Bid Proposal and re-sending, under the maximum number of possible bid proposals limitations as mentioned in term 4.B above.
(i) the seller of a Diamond is free to accept or decline any Bid Proposal for any reason whatsoever, or, instruct DFL to cancel or limit Bid purchase option for any given Diamond. The system shall consequently disable the Bid option to you and other system users for the Diamond;
(ii) Nothing herein shall be construed as a guarantee or indication that your Bid Proposal would be approved by the seller;
(iii) once you submit your Bid Proposal through the Site, such Bid Proposal is contractually binding and you are obliged to fulfil, execute, and fully pay your Bid Proposal total in the event it is accepted by the seller.
DFL retains the right, in its sole discretion and without liability to you, to deny or restrict service or access or use of the Site, 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 Site, Services and your account accessible, the Site, 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, Site access or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.
B. Attempting to do or actually doing any of the following: (i) Interfering, disrupting or damaging with the Service to any user in any manner, including, without limitation, by means of submitting a virus to the Site or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Site; (ii) Scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data; (iii) Scanning or testing the security or configuration of the Site or to breach security or authentication measures; or (iv) Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access.
C. Using any of the following: (i) The Site, Services or any of its resources to solicit third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with DFL and/or the Services or the Site, including, without limitation, aggregating current or previously offered Diamonds; or (ii) The Site, Services or any of its contents whatsoever to advertise or solicit, for any commercial, political or religious purpose or to compete, directly or indirectly, with DFL. D. Collecting any of the following: (i) Personal Information, User Content or content of any buyer or seller; or (ii) Content from the Site, including, but not limited to, in connection with current or previously offered Diamonds, and featuring such content online or offline to Diamond trade professionals and/or general consumers in any manner that may, shall or actually diverts traffic from the Site without our express written permission. E .Engaging in any of the following: (i) Tampering or interfering with the proper functioning of any part, page or area of the Site or any functions or Services; (ii) Bypassing or circumventing any measures employed to prevent or limit access to the Site or Services; (iii) Reselling or repurposing your access to the Site; (iv) Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion); (v) Accessing, monitoring or copying any content from the Site using any “robot,” “spider,” “scraper” or other automated means or any manual process, for any purpose, without our express written permission; (vi) Aggregating any current or previously-offered Diamonds or other content or information from the Site (whether using links or other technical means or physical records associated with purchases made through the Site) with material from other sites or on a secondary site without our express written permission; (vii) Hyperlinking to the Site from any other website without our written consent; or (x) Acting illegally or maliciously against the business interests or reputation of DFL, our users or our services
The Site and any newsletter or other communication sent to users by DFL 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 Site owned by DFL Technologies. DFL Technologies owns a copyright in the selection, coordination, arrangement and enhancement of all other content on the Site. 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 without the prior written permission of DFL Technologies 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 Site 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"). DFL 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 DFL 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 DFL Logistics, DFL Technologies, UNI and/or uni.diamonds names or URL’s, logos, trademarks or brands without DFL's prior written permission. Marks on the Site or any newsletter or other communication sent to users by DFL that are not owned by the DFL may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of DFL unless otherwise stated, or may be the property of their respective owners.
The Site may, without any obligation and at DFL'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 Site or Services from time to time. You may be required to have a DFL account to submit User Content. Any information provided or originated from the sellers of the Diamonds and posted on the Site 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 DFL 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 DFL business and activity, to the Site 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, DFL has no obligation to review any such New Materials or keep them confidential; and DFL 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.
DFL may charge sellers or buyers for additional services targeted specifically for sellers or, alternatively for buyers, as applicable, subject to their respective agreement. The fees for such additional services is separate from the DFL Service Fee and would accordingly be charged separately and may be charged as a one-time fee or continuous fee or a fee based on the extent of usage of the Site'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 DFL, and shall indemnify DFL for any payment or charge made by DFL in connection with such taxes. DFL 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 DFL.
A buyer who has purchased a Diamond in the Site, by way of direct buy, Bid Proposal win or Memo, will be automatically billed and immediately charged by the Site. In the event that full and correct details have not been provided by a buyer, DFL and the applicable seller retain the right to cancel the purchase in whole or in part, or request buyer to update his details. An authorization regarding the approval of a purchase of a Diamond by a buyer and the terms of such purchase may be sent to the buyer via e-mail or by such other means of communication.
DFL retains the right to stop the Site'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. 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 DFL on a case by case basis, primarily based on Malca-Amit records) by contacting DFL. DFL 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 DFL Logistics, 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.
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND/OR ANY SERVICE IS AT YOUR SOLE RISK. NONE OF DFL 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 SITE AND/OR ANY SERVICE WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR ANY SERVICE, OR (B) THE ACCURACY, COMPLETENESS, FITNESS FOR ANY PURPOSE, QUALITY OR RELIABILITY OF
(I) THE CONTENT ON THE SITE, INCLUDING WITHOUT LIMITATION ANY OFFERS FOR ANY DIAMOND OR ANY OF THE ACTIVITIES ON THE SITE (WITHOUT LIMITING THE GENERALITY OF THE AFORESAID, DFL DOES NOT WARRANT THE TRANSACTIONS OFFERED ON THE SITE WILL ACTUALLY TAKE PLACE),
(II) THE DESCRIPTIONS OF DIAMONDS IN ANY FORM OR FORMAT,
(III) ANY PRICE ESTIMATE, INSIGHTS, INPUT, ANALYSIS, RANKING, STATISTICS, COMMENTS AND/OR OTHER INFORMATION PROVIDED BY DFL THROUGH THE SITE, INCLUDING ANY INFORMATION WITH RESPECT TO ANY DIAMOND NOT ORIGINATED FROM THE APPLICABLE SELLER THEREOF (INCLUDING ANY INFORMATION RELATED TO ITS CARAT, SHAPE, COLOR, CLARITY, CUT, POLISH, SYMMETRY, FLOURESCENE, CULET, GIRDLE, LUSTER, SHADES, BOWTIE, MEASUREMENT, DEPTH, TABLE AND/OR RATIO) ("DFL CONTENT"); OR
(IV) USER CONTENT PROVIDED THROUGH THE SITE. THE SITE AND ALL CONTENT, USER CONTENT (AMONGST OTHERS ACTIVITY OFFERS) AND OTHER INFORMATION CONTAINED ON THE SITE, SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SITE, ARE MADE ACCESSIBLE OR AVAILABLE ON AN "AS IS” AND "AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, DFL HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE CONTENT, USER CONTENT OR OTHER INFORMATION CONTAINED ON THE SITE, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.
IN NO EVENT SHALL DFL 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 PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO:
(A) YOUR USE OF THE SITE, THE CONTENT (INCLUDING DFL CONTENT), USER CONTENT AND OTHER INFORMATION CONTAINED IN THE SITE;
(B) YOUR INABILITY TO USE THE SITE;
(C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE SITE;
The Site may contain links to websites 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. Additionally, links to the Site may be posted on third parties' websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk.
You agree to defend, indemnify and hold harmless DFL and its respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to:
(a) any term of a Diamond offer offered through the Site;
(b) any Diamond purchased by you through the Site;
(e) any fraud you commit or your intentional misconduct or gross negligence
(f) your violation of any applicable laws or rights of a third-party;
(g) any Infringing Submission or any other infringement of copyrights, trademarks, proprietary rights or any other harm resulting from you conduct.
You are solely responsible for your interactions with other users of the Site. To the extent permitted under applicable laws, you hereby release the DFL from any and all claims or liability related to any action or inaction by a user, an user's failure to comply with applicable law and/or failure to abide by the terms of an offer on the Site (whether a direct purchase, a bid or a Memo) and any conduct, User Content, whether online or offline, of any other third-party.
(a) weather conditions or other elements of nature or acts of God;
(b) acts of war, military operation, acts of terrorism, insurrection, riots, civil disorders or rebellion;
(c) quarantines or embargoes or geo-economic trade restrictions;
(d) labor strikes;
(e) error or disruption to major computer hardware or networks or software failures; or
(f) other causes beyond the reasonable control of DFL.