Terms and Conditions

ACCEPTANCE OF TERMS OF USE

The U.N.I group of companies, including U.N.I. Technologies Ltd. ("U.N.I Technologies") and U.N.I Logistics Ltd. ("U.N.I Logistics" and together with U.N.I Technologies and any of its affiliates, subsidiaries and related entities: "U.N.I" or "we" or "us" or "our"), are the owners and operators of https://www.uni.diamonds ("Site"), a professional diamond business to business trading platform. By using the Site and U.N.I’s services offered through the Site, including ancillary services related to the Site (including, but not limited to, diamond inspection, verification and inventory onboarding processes, gemology processing, appraisal details, storage, marketing, promotion, call centers, etc.) and through other registration, verification, validation, inspection or contact channels, including our know-you-client ("KYC"), and other procedures and policies, as may be updated from time to time (collectively: "Services"), you agree and accept these Terms of Use ("Terms of Use") and the Privacy Policy available at: https://www.uni.diamonds/privacy("Privacy Policy").. You also acknowledge that you will regularly visit the Terms of Use and the Privacy Policy to familiarize yourself with any updates. The term "you" and "your" and "user" when used throughout these Terms of Use shall include, inter alia, any person (including any person acting on behalf of an entity) or entity that registers into the Site and/or opens a user account on the Site and/or offers, markets, publishes, sells, buys and/or trades in certified polished diamonds ("Diamonds") through the Site and/or uses the Site in any other capacity.

IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, IMMEDIATELY STOP USING THE SITE AND DO NOT USE OR PARTICIPATE IN ANY TRANSACTION OR SERVICE OFFERED THROUGH THE SITE.

1. General

The Site is an on-line platform that allows entities, who comply with these Terms of Use, the Privacy Policy and U.N.I's other policies and know-your-client ("KYC") inspection procedures (as updated from time to time), to offer, market, publish, deal, sell, bid for and buy Diamonds on a business to business (B2B) basis. Any transaction made between a buyer and a seller on the Site shall be made at such respective parties' own risk and at their sole and exclusive discretion. Without derogating from the foregoing, to extent applicable in order to comply with applicable laws, U.N.I may, under certain territories and merely from a technical perspective, be deemed as the immediate buyer and seller solely at the actual date of the applicable transaction, provided, however, that such provisional and technical status shall not be construed as a change of each party's respective obligations and liabilities and U.N.I shall not incur the obligations and liabilities of the seller as result thereof. Accordingly, any information provided on the Site or Services is neither a recommendation nor a suggestion of any kind to buy or sell Diamonds, and any such decision is made at your own risk and at your sole discretion.

2. Ownership of the Site and Services

The Site, Services and any content on the Site including, without limitation, and U.N.I logos, trademarks, graphics, video, music and sound, code, proprietary methods, design, information, text, images, data and other material displayed, available or present on the Site or Services that was not originated from users, and the software, hardware, infrastructure, technology and such other tangible and intangible assets (including all underlying intellectual property) used to provide the Site and Services are the sole and exclusive proprietary assets of U.N.I. By using the Site and Services and accepting these Terms of Use:
(a) U.N.I grants you a limited, non-transferable, non-sublicensable, non-assignable, personal, nonexclusive, revocable license to use the Site and Services pursuant to these Terms of Use and to any additional terms and policies set forth by U.N.I; and
(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 U.N.I 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 U.N.I 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.

3. Use of the Site

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 U.N.I'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;
(ii) Your use of the Site will at all times comply with these Terms of Use and the Privacy Policy;
(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;
(vi) You will only make legitimate purchases of Diamonds that comply with all applicable laws, these Terms of Use and the Privacy Policy;
(vii) You will update and correct information you have submitted to U.N.I 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 U.N.I 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 U.N.I's decision, at U.N.I's sole discretion, to:
(a) approve or disapprove buyers, subject to U.N.I'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 U.N.I from any and all claims or liability related thereto.

4. Use of the Services

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 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. U.N.I 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 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.

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.

Once a user clicks the "Place Order" icon and/or button, such user shall have made a binding offer to enter into an agreement with the applicable seller to purchase the applicable Diamond (regardless of whether such order has been made as a direct purchase acceptance or as a submission of a bid for such Diamond) or, where the order is for Memo (as selected on the applicable page and button through the Site for the applicable Diamond) such user shall have made a binding offer to inspect the applicable Diamond, subject to any condition U.N.I or the applicable seller providing the Diamond has made in these Terms of Use and the applicable pages on the Site. U.N.I does not ensure that any offer by a user to purchase a Diamond (whether through direct purchase or as a submission of a bid) shall be accepted nor does it ensure that any Memo order shall be accepted.

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 U.N.I's discretion and U.N.I 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 U.N.I 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 U.N.I, no later than the last day of the Memo Period, such that the Diamond shall be actually received by U.N.I 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) U.N.I 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 U.N.I'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 U.N.I 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 U.N.I 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 U.N.I.
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:
A. Your Bid Proposal is valid and approved by the seller. If the seller has confirmed acceptance of the Bid Proposal in the seller's personal management interface, the transaction is deemed completed and closed (MAZAL). You shall thereafter receive a system notification and must follow the payment process as instructed by U.N.I in accordance with these Terms of Use (for further details please refer to section 14 hereunder).
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 U.N.I. 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.

By accepting these Terms of Use and participating in a Bid, you hereby agree and acknowledge that:
(i) the seller of a Diamond is free to accept or decline any Bid Proposal for any reason whatsoever, or, instruct U.N.I 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.
In the event of a contradiction between the information available on any page on the Site and these Terms of Use, including in regards of the terms of the sale, bid or inspection of any Diamond, U.N.I shall determine the prevailing term.
Any price estimate, insights, input, analysis, ranking, statistics, comments and/or other information provided by U.N.I 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, fluorescence, culet, girdle, luster, shades, bowtie, measurement, depth, table and/or ratio) is provided on an "as-is", "as-available" and "with all faults" basis and is to be used only at your sole risk, without warranty of any kind, to the fullest extent permissible by law. For further information please review the "Disclaimer of Warranty" and "Limitation of Liability" chapters of these Terms of Use.

5. Access to the Site and Services

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 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.

6. Modification

We reserve the right at all times to discontinue or modify these Terms of Use or any part thereof in our sole discretion, with or without notice. If we make changes that affect your use of the Site or our Services we will post notice to all users of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice; provided that these changes will not apply to Diamonds effectively purchased prior to the effective date of such changes. You may close your account and you should not use the Site or any services offered through the Site after the effective date of the changes in the event you do not agree with the changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Site or our Services will constitute acceptance of these changes and the Terms of Use as modified.

7. Your Account

You may only create and hold one user account on the Site for your personal professional business use. You cannot sell, combine, or otherwise share it with any other person. You are solely responsible for updating information you have submitted to create or maintain your account. You understand and agree that U.N.I shall have no responsibility or liability for any incident arising out of, or related to, your account settings. You are solely responsible for maintaining the confidentiality of your password and the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Site or transacting through your account is you. You agree that you are solely responsible for any and all activities that occur under your account, and specifically any Diamond order or purchase and/or Bid Proposal and/or Memo request of a Diamond. Your account will expire if your account is not maintained with current information. Any violation of these Terms of Use will cause your account to fall out of good standing and we may terminate or cancel your account in our sole discretion, with or without notice. Upon termination, the provisions of these Terms of Use that are by their nature intended to survive termination (e.g., completion and full payment of all pending Buy/Bid/Memo orders by you, any disclaimers, all limitations of liability and all indemnities) shall survive. We also reserve the sole right to change or discontinue any aspect or feature of our Services or the Site, including, but not limited to, requirements for use.

8. Your Conduct

All interactions on the Site must comply with these Terms of Use. To the extent your conduct, whether on or off the Site, including any of your online and offline activities, posts and/or publications through any means of communication, in our sole discretion, limit or disrupt or restrict or inhibit any other user from using or selling or buying or enjoying any part of the Site, we may limit your privileges on the Site and seek other remedies.
The following activities performed by any user of the Site are prohibited and constitute express violations of these Terms of Use: A. Submitting any content to the Site that: (i) contains personally identifiable information of users, such as their e-mail, phone number, identification number, user name and/or password, contact details, image and/or personal name ("Personal Information"), except when we expressly ask you to provide such information and you are lawfully authorized to provide such Personal Information; (ii) violates any applicable laws (including but not limited to laws related to diamond trade, intellectual property laws, laws relating to rights of privacy and rights of publicity and laws related to defamation); (iii) is purposely inaccurate, commits fraud or falsifies information in connection with your account or to create multiple accounts; (iv) impersonating any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; (v) poses or creates a privacy or security risk to any person; (vi) makes use of offensive language or images; (viii) contains software viruses or malware or any other computer code designed to copy code or interrupt or limit the functionality of any computer software or hardware and/or the Site itself; or (ix) Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Attempting to do or actually doing any of the following:
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 U.N.I 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 U.N.I.
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 U.N.I, our users or our services

9. Privacy

U.N.I highly values the privacy of its user's. For more information regarding the protection of your privacy please refer to the Privacy Policy available at the following address: https://www.uni.diamonds/privacy.

10. Copyright and Trademarks

The Site 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 Site owned by U.N.I Technologies. U.N.I 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 U.N.I 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"). 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 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. Marks on the Site or any newsletter or other communication sent to users by U.N.I that are not owned by the U.N.I may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of U.N.I unless otherwise stated, or may be the property of their respective owners.

11. User Content

The Site 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 Site 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 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 U.N.I may have with respect to such User Content.
If you contribute any User Content, you represent and warrant that:
(a) you are the creator of the User Content; or (b) if you are acting on behalf of the creator, that you have (i) express, advance authority from the creator to upload or post the User Content, and (ii) all rights necessary to grant the licenses required under these Terms of Use. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have assured that the creator represents and warrants) that the sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks or any other intellectual property rights or rights of third parties, including the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person or violate of any third-party rights. U.N.I shall have the sole and absolute right, but not the obligation, to review, edit, post (including by adding marketing and other materials made available to U.N.I), refuse to post, delete, monitor the User Content and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including to determine compliance with these Terms of Use, as well as to satisfy any applicable law, regulation or authorized government request, subject, always, to the Privacy Policy. Without limiting the foregoing, U.N.I shall have the right to remove any material from the Site, its communities, chats or any other U.N.I controlled sites, in its sole and absolute discretion. U.N.I assume no liability for any User Content or other information that appears or is removed from the Site or elsewhere. U.N.I has no obligation to use User Content and may not use it at all. For the avoidance of doubt, each user is solely responsible for any User Content uploaded by it or relating to it. To the extent such content is posted or amended by U.N.I, the related user agrees to review all such material posted or amended by U.N.I, and its continuous use of the Site without removing or revising such content constitutes an agreement to the posting of such content, and the user shall be solely responsible for any such content.

In some instances and from time to time, it may be possible to modify or remove the User Content submitted or posted through your account. U.N.I makes no representations or warranties that the User Content you modify or remove will be modified or removed from the Site or elsewhere or that the User Content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology. As between you and U.N.I, you shall retain all ownership rights in and to the User Content you submit or post. However, by contributing User Content or other information on or through the Site, you grant U.N.I a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you, subject, always, to the Privacy Policy.

12. New Ideas

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 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, 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.

13. U.N.I License Fee

U.N.I Logistics, as a regulated entity for diamond trading, charges users for the grant of usage rights with respect to the Site, including all Services associated therewith. The rights to use the Site, including the licenses granted in accordance with these Terms of Use, are made available by U.N.I Technologies. The usage and license fees equal 3% (three percent) of each Diamond transaction sale price ("U.N.I License Fee"). U.N.I's calculation of the U.N.I License Fee shall be final and the buyer shall have no claims in regards of the U.N.I License Fee value.
U.N.I 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 U.N.I 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 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.

14. Payment

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, U.N.I 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.
U.N.I Logistics shall issue buyer with proforma invoice ("Proforma Invoice") for immediate payment along with U.N.I Logistics payment details, retain the proceeds from the sale of each Diamond once received in U.N.I bank account, deduct the U.N.I License Fee and/or such other applicable fees which apply on and paid by the buyer (and, where applicable, the Additional Fee), and forward the remaining balance to the seller of the Diamond, against receipt of a duly issued tax invoice from the seller, within 15 days from the date on which the proceeds of the sale were actually received in U.N.I Logistics bank account, provided that the buyer of the relevant Diamond did not cancel its purchase in a manner allowed by these Terms of Use. For the Avoidance, the Proforma Invoice is issued by U.N.I Logistics on behalf of itself as well as on behalf of U.N.I Technologies and you hereby agree and acknowledge that the U.N.I License Fee deducted therefrom represents payment for services provided by U.N.I Logistics as well as services provided by U.N.I Technologies in accordance with these Terms of Use.

15. Cancelation of Purchase

U.N.I 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 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 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.
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"): (i) re-inspection fees in the amount of US$50(ii) two-way shipping, delivery, handling, insurance, taxes, duties and other incidental fees and charges to and from the cancelling user;(iii) in case such cancelling user has received any payment credit terms from U.N.I and unless otherwise determined by U.N.I in accordance with a loan/credit agreement between U.N.I and the applicable cancelling user, U.N.I shall issue an invoice for immediate revocation of such credit and such credit would be immediately revoked and repaid by the cancelling user upon receipt of the invoice. U.N.I, at its sole and exclusive discretion, may waive Cancellation Fees. For avoidance of doubt, the Cancellation Fees are made in consideration of the services granted by U.N.I Logistics and U.N.I Technologies and shall solely belong to U.N.I. The seller shall not be entitled to any Cancelation Fees or part thereof. In case of cancellation in a manner allowed by these Terms of Use, the seller shall not be entitled to any proceeds and the applicable Diamond shall be re-enlisted for sale on the Site.

16. Disclaimer of Warranty

YOU EXPRESSLY AGREE THAT USE OF THE SITE 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 SITE AND/OR ANY SERVICE WILL BE U.N.INTERRUPTED, 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, U.N.I 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 U.N.I 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) ("U.N.I 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, U.N.I 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.

17. Limitation of Liability

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:
(A) YOUR USE OF THE SITE, THE CONTENT (INCLUDING U.N.I 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;
(D) THE DIAMOND OFFERS ON THE SITE, THE ACTUAL TRANSACTIONS (IINCLUDING WITHOUT LIMITATION THE CANCELLATION THEREOF); AND/OR OTHERWISE IN CONNECTION WITH THESE TERMS OF USE AND/OR THE PRIVACY POLICY. THE SELLER AND THE BUYER OF THE DIAMONDS ARE SOLELY LIABLE TO EACH OTHER IN CONNECTION WITH ANY TRANSACTION BETWEEN THEM AND BOTH WAIVE ALL CLAIMS OR PROSECUTIONS AGAINST U.N.I RELATING TO THE TRANSACTIONS AND ANY FAILURE EITHER OF THEM TO ACT IN ACCORDANCE WITH THESE TERMS OF USE OR THE PRIVACY POLICY . THE SELLER SHALL BE SOLELY RESPONSIBLE FOR DETERMINING THE DIAMOND PRICE, ECONOMIC VALUE AND TAX IMPLICATIONS OF THE TRANSACTIONS AND HEREBY WAIVES ANY CLAIM OR PROSECUTION AGAINST U.N.I RELATING TO THE TAXATION AND FINANCIAL ASPECTS OF THE TRANSACTIONS. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE AND/OR ANY OTHER MATTER REFERENCES IN THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. Websites of Others

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.

19. Indemnification/Release

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:
(a) any term of a Diamond offer offered through the Site;
(b) any Diamond purchased by you through the Site;
(c) any User Content submitted or posted by you, in connection with the Site, or any use of the Site in violation of these Terms of Use;
(d) any User Content submitted or posted by another person or entity using your account, in connection with the Site, or violating the Terms of Use of while using your account;
(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 U.N.I 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.

20. Force Majeure

U.N.I shall be excused from performance under these Terms of Use, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from:
(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 U.N.I.

21. Assignment

You may not assign these Terms of Use, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the prior written permission of U.N.I. Any attempted assignment that does not comply with these Terms of Use shall be null and void. U.N.I may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

22. Additional Terms

No waiver by either you or U.N.I of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Agreement shall continue in full force and effect.

23. Governing Law and Dispute Resolution:

Unless otherwise determined by in any specific agreement between U.N.I and a user with respect to the subject matter hereof, any dispute or matter regarding these Terms of Use, the Privacy Policy, the Site or the Services, shall be governed by and construed in accordance with the laws of England and Wales and the courts in London, England shall have exclusive jurisdiction with respect to any dispute arising out of or in connection thereto. Notwithstanding the foregoing, it is hereby agreed and acknowledged that it will be impossible to measure in money the damage that would be suffered by U.N.I if a user fails to comply with these Terms of Use and/or the Privacy Policy and that in the event of any such failure, U.N.I will be irreparably damaged and will not have an adequate remedy at law. U.N.I shall, therefore, be entitled (in addition to any other remedy to which it may be entitled in law or in equity) as a matter of right to injunctive relief, including specific performance, from any court of any jurisdiction around the world (including the buyer's or seller's jurisdiction of incorporation), without the necessity of proving actual damages or posting any bond or other security.

These Terms of Use were last updated on October 16, 2018.