GemePrice consultant request form

The Gemeprice invites you, a gem expert, to join our GemePrice consultant's team
and help us present more accurate prices to the trade

First Name:	Required
Last Name:	Required
Title:
Company Name:	Required
Address:	Required
City:	Required
Country:
State:
Zip/Postal Code:
Tel:	Required
Fax:
Email:	Required
Company Website:
Company description:

Membership:
Organization:	Membership no.
ICA
AGTA
NCDIA
CIBJO
NAJA
NAG
GIA Alumni
Gem-A
Recomendations:
Main gemstones trading by the company:
The major gems:
Ruby	Alexandrite
Sapphire(including fancy sapphire)	Tanzanite
Emerald	Tourmaline
Aquamarine	Garnet

Fancy Colored diamond	Diamonds
Other gems:
Amethyst	Spinel
Citrine	Zircon
Green beryl	Andalusite
Golden beryl	Apatite
Red beryl	Benitoite
Morganite	Iolite
Topaz	Peridot
Special gems, very rare or collectible:
License Agreement:
GemePrice Consultant's End User License Agreement (EULA) This Consulting Agreement (the "Agreement") is entered into by and between an individual, ("Consultant") and GemePrice (the "Company"). 1.RECITALS 1.1.WHEREAS, the Company is in need of assistance in gem pricing grading, trading and analysis information consulting services; and 1.2.WHEREAS, Consultant has agreed to perform consulting work for the Company in providing gem pricing grading, trading and analysis information consulting services and other related activities as directed by the Company; and 1.3.WHEREAS, Consultant has agreed to the Gemewizard End User License Agreement attached. NOW, THEREFORE, the parties hereby agree as follows: 2.Consultant's Services. 2.1.The Consultant shall provide to the Company professional consulting services in the area of gems prices according to his knowledge and/or real sales done by him or on behalf of ("Consulting services") as requested. 2.2.The Consulting services will be limited to the areas which the Company asked. The Consulting services areas can be changed in anytime by the Company. 2.3.The Consultant shall devote a minimum of Ten (10) gem prices and/or gem price fluctuations per month in accordance to its Consulting services. 2.4.The Company will not be obligated to use and/or publish the information provided by the Consultant. 2.5.The Company is obligated not to pass on the information provided by the Consultant to a third party. 2.6.The Consultant renounces any rights in the Company and/or its systems and/or its databases. Providing Consulting services by the Consultant to the Company will not provide him with any rights in the Company and/or its systems and/or its databases. 2.7.The Company will not unveil the Consultant extent of influence in its systems and/or the usage of the information provided by the Consulting services. The Company reserves the right to appoint a number of Consultants to the same Consulting services area. 3.Consideration. 3.1.In consideration for the Consulting Services to be performed by the Consultant under this Agreement, the Company will grant the Consultant with free access to the Internet to the GemePrice consumer interface and the GemePrice Consultant station. 3.2.The access will be granted as long as the agreement is valid. 3.3.The Company will not pay any payments and/or fees and/or expenses to the Consultant. 4.Independent Contractor.� 4.1.Nothing herein shall be construed to create an employer-employee relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. 4.2.It is understood by the parties that the use of Gemeprice program by the consultant is for the sole purpose of enabling the consultant to provide information to the system and is not considered payment of any kind. 4.3.Consultant will not represent to be or hold herself out as an employee of the Company. 5.Confidentiality.� 5.1.In the course of performing Consulting Services, the parties recognize that Consultant may come into contact with or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to the Company systems, of which such information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to any persons and/or firms and/or organizations other than appropriate Company personnel or their designees. 6.Term. 6.1.This Agreement shall commence on the date Consultant registered in the Company website and shall terminate One (1) year later, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Two (2) days prior written notice. 6.2.The Company may, at its option, renew this Agreement for an additional One (1) year term on the same terms and conditions as set forth herein by giving notice to Consultant of such intent to renew Seven (7) days prior agreement expiration. WHEREFORE, the parties have executed this Agreement as of the date Consultant registered in the Company website. END USER LICENSE AGREEMENT FOR GEMEWIZARD� SOFTWARE IMPORTANT - READ CAREFULLY I.GENERAL a.Description. This End-User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and Gemewizard ltd, Limited Liability Company having a principle place of business at 8 Shoam Street, Ramat Gan Israel (hereinafter, �GEMEWIZARD�) for the software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software Product"). The Software Product also includes any software upgrades or updates, language packs, add-on components, web services and/or supplements that GEMEWIZARD may provide to You or make available to You after the date You obtain Your initial copy of the Software Product to the extent that such items are not accompanied by a separate license agreement or terms of use. b.Acceptance and Refusal. By clicking �I AGREE� below, You certify that You have read and understand this agreement and agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not install, access or use the Software Product; instead, You should return it to Your place of purchase or to GEMEWIZARD for a full refund, if applicable. II.SOFTWARE PRODUCT LICENSE a.Protection under Law. The Software Product is protected by intellectual property laws and treaties. Software Product is Copyright, 2003-2007, Gemewizard ltd, an Israeli Limited Company, and protected by pending U.S. and international Patents. b.No ownership rights transferred. The Software Product is licensed, not sold, to You. c.Grant of License. This Section of the EULA describes Your general rights to use the Software Product. The license rights described in this Section are subject to all other terms and conditions of this EULA. d.General License Grant to use the Software Product. If user elects to subscribe to the Product as an Online subscriber, to access to the software only online, user must subscribe the Software Product or user access to the Product may be terminated as described herein. The minimum initial subscription period is 12 (12) months. Your right to use the Product during the subscription period is contingent upon Your payment of timely fees as set forth below and upon Your compliance with all terms and conditions of this EULA. Your rights to use the Product Support of the Software Product may be terminated as outlined below when Your subscription expires unless You renew or extend Your subscription. See Termination Section below. If you the user elects to purchased a full license, you may install and use a copy of the Software Product on (1) a single computer, device, workstation, terminal, or other digital electronic or analog device ("Device") in a single business location and on (2) a single portable device, provided the use of the Software Product on the portable device takes place in the same single business location described in section (1) of this paragraph and provided that the use of the Software Product on the portable device is for Your exclusive use only. A license for the Software Product may not be shared. e. Registration. User must register the Software product online, and follow registration procedures in order to commence using the software. f. Subscription. If user elects to subscribe to the Product Support as described in section V, to access to the technical support be eligible for updates, user must subscribe the Software Product or user access to the Product Support may be terminated as described herein. The minimum initial subscription period is 12 (12) months. Your right to use the Product Support of the Software during the subscription period is contingent upon Your payment of timely fees as set forth below and upon Your compliance with all terms and conditions of this EULA. Your rights to use the Product Support of the Software Product may be terminated as outlined below when Your subscription expires unless You renew or extend Your subscription. See Termination Section below. 1.Renewal. At the expiration of any subscription term, You may renew at the rates and terms then determined by GEMEWIZARD. By renewing or extending Your subscription, You will be entitled to continue using the Product Support of the Software Product for each month that the subscription is paid. All the terms and conditions of this EULA will continue to apply to Your use of the Software Product during any subsequent renewal periods unless otherwise specified. 2.Fees. In consideration for the license to use the Software Product You shall pay GEMEWIZARD the applicable fee as defined below. 3.Individual User. Individual users agree to pay a subscription fee consisting of a one time start-up fee and a monthly continuing use fee in the amounts specified by GEMEWIZARD at the time of Your subscription. These fees are subject to change at the sole discretion of GEMEWIZARD. a.Miscellaneous Fee Provisions. All fees and payments hereunder are exclusive of any and all taxes, duties, levies, V.A.T. and other charges. GEMEWIZARD may, at its sole discretion change the applicable fees and/or terms at any time. Non-payment of subscription fees will be considered grounds for termination of this EULA and may result in significant restrictions to Your right and ability to use the Product Support for Software Product. See Termination Section. ii.Termination. GEMEWIZARD may, at its discretion, use either of the following methods to terminate Your use of the Software Product according to this EULA. 1.Remote Disablement. GEMEWIZARD may prevent You from using the Support for the program by remote disablement or other routines which may limit the functionality of the program, including the GEMEWIZARD color matching features (including the �Color Rulers� and the �Color Squares�) and which may prevent You from accessing the GEMEWIZARD database Online, accessing third party databases. 3.Data Maintenance. Because the license to use the Product Support for the Software may be revoked, You thus agree to keep and maintain Your data separate and apart from the Software Product, as GEMEWIZARD will have no obligation or liability with regard to data that may become inaccessible due to Your loss of access to the Software Product. In order to gain access to the Product Support of the Software again, You must subscribe or renew Your subscription as outlined by this EULA and/or GEMEWIZARD. Certain functions of the Software Product will not operate if Your subscription lapses or is otherwise terminated. f.Transferability and Sub-License. GEMEWIZARD grants to Licensee a personal, non-exclusive, non-transferable license, without right to sub-license, to use the Software Product. You will not redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software Product without the prior written permission of GEMEWIZARD. g.Permissible Transfer. Should written permission be granted by GEMEWIZARD for the Software Product, or should laws restrict the exclusivity of such license as outlined above, and except as otherwise specified in this EULA, the initial licensee of the Software Product may make a one-time permanent transfer of this EULA and Software Product only directly to an end user. This transfer must include all of the Software Product (including all component parts, the media and printed materials, any upgrades and this EULA). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and Software Product. Subscription-based Products are non-transferable. h.Additional License Grant for Ancillary Products. The Software Product may include certain photographs, clip art, animations, sounds, music and video clips and other data that are not core components of the Software Product (together "Ancillary Products"). If so, the following terms apply: i.You are not licensed to do any of the following: 1.You may not sell, license or distribute copies of the Ancillary Products on a stand-alone basis or as part of any collection, product or service where the primary value of the product or service are the Ancillary Products. 2.You may not use or distribute any of the Ancillary Products that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, service, entity, or activity. 3.You may not create obscene or scandalous works, as defined by federal law at the time the work is created, using the Ancillary Products. 4.You must indemnify, hold harmless, and defend GEMEWIZARD from and against any claims or lawsuits, including attorneys' fees, that arise from or result from the use or distribution of Ancillary Products as modified by You. 5.You must include a valid copyright notice on Your products and services that include copies of the Ancillary Products. 6.You may not permit third parties to distribute copies of the Ancillary Products. III.YOUR RIGHTS AND RESPONSIBILITIES a.Your obligations under this EULA. The license to use the Software Product granted hereunder is conditioned upon Your agreement that Your information or activity associated with the use of the Software Product shall not 1.be false, inaccurate or misleading; 2.be fraudulent or involve the sale of counterfeit or stolen items; 3.infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; 4.violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising); 5.be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; 6.be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, shall be distributed only to people legally permitted to receive such content; 7.contain any viruses, Trojan horses, worms, time bombs, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; 8.cause GEMEWIZARD to violate any applicable law, statute, ordinance or regulation, or that violates this EULA; 9.violate any of the laws of the United States Treasury Department�s Financial Crimes Enforcement Network rules or proposed rules regarding the USA PATRIOT Act of 2001 (P. L. 107-56) money laundering provisions: 10.create liability for GEMEWIZARD or cause GEMEWIZARD to lose (in whole or in part) the services of our Internet Service Providers or other suppliers; and 11.link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement or that You do not have a right to link to or include. b.Applicable Restrictions. You acknowledge that certain activities that may be undertaken with the use of the Software Product may require authorization, and may be subject to restrictions. You hereby undertake to determine what, if any, restrictions, laws and regulations apply, to comply with all applicable restrictions, laws and regulations and to obtain all necessary authorizations in association with the use of the Software Product. c.Limitations on Reverse Engineering, Decompilation, and Disassembly. You agree not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software Product. d.Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device unless expressly permitted by this EULA. e.No rental, leasing or commercial hosting. You may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product. f.Backup Copy. After installation of one copy of the Software Product pursuant to this EULA, You may keep the original media on which the Software Product was provided by GEMEWIZARD solely for backup or archival purposes. If the original media is required to use the Software Product on the Device, You may make one copy of the Software Product solely for backup or archival purposes. Except as expressly provided in this EULA, You may not otherwise make copies of the Software Product or the printed materials accompanying the Software Product. g.Termination Due to Lack of Diligence by You. You agree that any activity deemed by GEMEWIZARD to violate this section shall be reasonable and just cause for GEMEWIZARD to terminate this EULA. h.No Other Rights Granted. No rights other than those explicitly stated herein are granted in Your favor. IV.DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. a.Copy Protection. The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product or may require original media for use of the Software Product on the Device. It is illegal and a violation of this EULA to make unauthorized copies of the Software Product or to circumvent any copy protection technology included in the Software Product. b. Trademarks and proprietary Rights. Gemewizard�, Gemesquare�, Gemenet�, Gemeshare�, Gemeprice�, Gememail�, Gemeindex�, Gemetrade�, and other names, logos are either trademarks or registered trademarks of GEMEWIZARD. GIA� is the trade mark of the Gemological Institute of America. Other product and/or brand or company names mentioned in the Software Product or this Agreement are the trademarks of their respective owners. This EULA does not grant You any rights in connection with any trademarks or service marks of GEMEWIZARD, GIA� or other product and/or brand or company names mentioned in the Software Product or this Agreement as they are the trademarks of their respective owners. c.Proprietary Rights. All title and intellectual property rights in and to the Software Product (including but not limited to any images, photographs, animations, video, audio, music, text, and routines incorporated into the Software Product, as well as world-wide rights to copyrights, including moral rights, registrations and applications for registration thereof; computer software programs, data and documentation; patents, patent applications and all related continuations, divisional, reissue, design patents, applications and registrations thereof, certificates of inventions; trade marks, service marks, trade marks applications, domain names and trade secrets; and other proprietary rights relating to the foregoing), the accompanying printed materials, and any copies of the Software Product are owned by or licensed to GEMEWIZARD or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software Product, but may be accessed through use of the Software Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. �GIA Colored Stone Grading System� means GIA��s proprietary techniques, methodologies, systems, know-how, procedures and tools for grading the color of colored gemstones. This EULA grants You no rights to use such content. If this Software Product contains documentation that is provided only in electronic form, You may print one copy of such electronic documentation. You may not copy the printed materials, if applicable, accompanying the Software Product. This provision of the EULA shall survive any termination and/or expiration of this EULA, remaining in full force and effect thereafter. d.U.S. Government License Rights. All Software Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. Gemewizard ltd, 8 Shoam Street, Ramat Gan Israel. e.Export Restrictions. You acknowledge that the Software Product is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Software Product, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. The Software Product may be subject to the export control laws of the United States, which prohibit the export of the Software Product to certain persons and to persons in certain countries. By clicking �I AGREE� below, You are certifying that You are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria or any country to which the United States embargoes goods and that You are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. You agree not to export or re-export the Software Product or the Documentation without the appropriate United States or foreign government licenses and the written approval of GEMEWIZARD and its licensors. V.PRODUCT SUPPORT. a.Support Services. GEMEWIZARD may provide You with support services related to the Software Product ("Support Services"). Use of Support Services is governed by the GEMEWIZARD policies and programs described in the user manual, in the Software Product�s documentation, or in other GEMEWIZARD-provided materials. Any supplemental software code provided to You as part of the Support Services is considered part of the Software Product and subject to the terms and conditions of this EULA. You acknowledge and agree that GEMEWIZARD may use technical information You provide to GEMEWIZARD as part of the Support Services for its business purposes, including for product support and development. GEMEWIZARD will not utilize such technical information in a form that personally identifies You, except as otherwise provided in this EULA. b.Upgrades. GEMEWIZARD may, from time to time, update and/or upgrade the Software Product by various changes that GEMEWIZARD, at its sole discretion, may choose to make. Except as mandated by laws of merchantability and fitness mandated by Your locale and not otherwise disclaimed in this EULA, no frequency or number of updates and/or upgrades are represented or otherwise guaranteed beyond what is already available. Any update or upgrade provided by GEMEWIZARD will be considered as part of the Software Product under this EULA. c.Fees. Should GEMEWIZARD elect to provide updates or upgrades, GEMEWIZARD may charge a fee for these updates and upgrades and nothing in this EULA shall entitle You to such updates or upgrades unless and until such fees are paid. d.Upgrade Eligibility. If the Software Product is labeled as an upgrade, You must be properly licensed to use a product identified by GEMEWIZARD as being eligible for the upgrade in order to use the Software Product. A Software Product labeled as an upgrade replaces or supplements (and may disable) the product that formed the basis for Your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that You licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device. Such upgrades shall be considered part of the Software Product and subject to all of the terms and conditions of this EULA unless otherwise indicated in any license agreement that accompanies such upgrade or new version. e.Language Packs. GEMEWIZARD may, at its sole discretion, offer language packs to enable speakers of languages other than English to use their native languages in the Software Product. GEMEWIZARD does not and cannot guarantee that the language packs will be available in any languages other than those actually made available by GEMEWIZARD. To avoid any doubt, You explicitly agree that the English version (including the license agreement relating thereto) will prevail in any matter related to the Software Product. f.Change in Service and/or Software Product. The Software Product, functions, features and any services, provided by the GEMEWIZARD may change from time to time, without notice to You. g.Termination of Support. You further acknowledge that GEMEWIZARD may terminate Support Services, updates, upgrades and other services at any time, without notice to You, and for any reason. If GEMEWIZARD exercises this right, You agree that no additional obligation is owed You by GEMEWIZARD aside from the pro-rata amount of any subscription period or to continue services until the end of the current service term, (if applicable) at GEMEWIZARD�S election. Similarly, failure to pay any subscription fees will result in termination of Support Services by GEMEWIZARD. VI.SHARED INVENTORY AND THIRD PARTIES a.Use of Software in Commerce. The Software Product may enable You to perform activities in commerce, such as trading, selling, grading, buying, pricing and otherwise, which are done exclusively at Your risk and/or peril. In no way does GEMEWIZARD retain any responsibility for such activities, including, but not limited to, the merchantability, quality or fitness of any products or services exchanged in such transactions. GEMEWIZARD does not warrant or guarantee that any prices listed by it or by third parties accurately reflect market prices for the items listed. You are responsible for verifying all price information. b.Third Party Interaction. If used in commerce, the Software Product may act as a venue to allow third parties to interact with You to offer, sell, and buy products or services. GEMEWIZARD is not involved in the actual transaction between You and any third party(ies). With respect to such commerce, GEMEWIZARD has no control over the quality, safety or legality of the products or services advertised, the truth or accuracy of any description or representation, the ability of third parties to sell products or services or the ability of third parties to buy products or services. GEMEWIZARD does not endorse, verify or otherwise certify the contents of any information or data, warrant or guarantee that such information or data is free of errors or viruses. GEMEWIZARD shall not be responsible for the accuracy, completeness, legality, legitimacy, pricing, quality or any other aspect of the files and information accessed through the use of the Software Product or services, nor to the right to make such information available or accessible. The use of any files is at Your sole responsibility and GEMEWIZARD explicitly disclaims any responsibility to the use or misuse of any file. THE INCLUSION OF ANY LINK OR LISTS OF DOWNLOADING LOCATIONS DOES NOT IMPLY ENDORSEMENT OF THE LINKED SITE BY GEMEWIZARD. For the avoidance of doubt, this Agreement does not cover the practices of any third parties� which may be linked by, to or through the Software Product and related services. Further, GEMEWIZARD is not responsible for the practices exercised by any such third parties. Without derogating from any of the foregoing or hereunder, any transactions preformed through use of links available through the Software Product or otherwise in connection with the Software Product and related services, shall be made at Your sole responsibility and subject to such third parties� applicable terms and conditions. Certain of the third parties are not independent with respect to ownership in GEMEWIZARD. GEMEWIZARD makes no warranty or guarantee of the services these non-independent parties may provide or of the products that they may offer. Further, GEMEWIZARD cannot ensure that a third party(ies) will actually complete a transaction. This section shall survive termination and expiration of this Agreement and shall remain in full force and effect thereafter. c.Content of Third Party Information. We do not control the information or data provided by other users that is made available through the Software Product. You may find third party(ies)� information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe procedures when using the Software Product. Please note that there are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may also be risks dealing with international traders and foreign nationals. d.Content of Your Inventory. You warrant that the description and data provided by You and pertaining to Your inventory listed using the Software Product are true and accurate, in compliance with all federal, state or local laws and accepted trade guidelines, including but not limited to all applicable Federal Trade Commission regulations. e.Inventory Limits. You may be limited on the quantity of Your inventory that may be listed using the Software Product. Such limits will be determined at the sole discretion by GEMEWIZARD and may be changed at any time by GEMEWIZARD without notice to You. f.Release and Waiver. In the event that You have a dispute with a third party(ies), You release GEMEWIZARD (and our officers, directors, agents, parents, affiliates, subsidiaries, partners, distributors, joint ventures and employees) 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. If Your state has an exception to general release, You also waive any rights to exceptions to general release (including, but not limited to the rights provided by California Civil Code �1542). g.Termination of Third Party Services. If, at any time, You fail to pay the subscription fees or are otherwise in breach of this EULA, or at its own discretion, GEMEWIZARD may terminate Your use of third-party interaction features of the Software Product. VII.PRIVACY AND PARTNER ADVERTISING. a.Type of information collected. In order to enable the development and improvement of the Software Products and services GEMEWIZARD may gather contact information and other personally identifiable information (such as username, email address, password, country and zip-code), and demographic information (such as age, occupation or gender). GEMEWIZARD, its partners, affiliates or other third parties may use any information submitted or collected from You, unless notified to the contrary. Any sharing of information will be done only as permitted by law. b.Network information collected. GEMEWIZARD may further gather information, usage pattern, and registration parameters provided by You, the Software Product and system configuration, Your Internet Protocol ("IP�) address and other network information. GEMEWIZARD its partners, affiliates, distributors or other third parties may use this information provided by You and/or the Software Product, or information related thereto, for the purpose of providing the services, marketing, co-registration to other services by GEMEWIZARD or other parties and for the development and improvement of products and services, provided that if published and/or shared, it will be done only in aggregated form. GEMEWIZARD may share this information with its business partners. c.Cookies. GEMEWIZARD may use "cookies" to monitor Your activity. GEMEWIZARD does not require that You accept cookies, and You may disable cookies at any time. d.Log Files. GEMEWIZARD maintains log files that provide information about how the Software Product and/or the service is used. Information generated by the log files is only used in aggregate form for the purpose of analyzing our service. GEMEWIZARD may collect, save and use IP addresses that are not linked to personally identifiable information to generate aggregate information that helps GEMEWIZARD analyze and monitor the Software Product and/or related web site usage. e.Partner Advertising. During the use of the Software Product You may be shown advertising, marketing and other promotional information, made available by GEMEWIZARD or by third parties. Unless otherwise stated, GEMEWIZARD has no ownership or interest in any products, services, or other advertised items and does not check, verify or moderate the content or the nature of the advertisements or the products and services advertised on the Software Product. GEMEWIZARD makes no warranty, either express or implied, as to these other products, services, or other advertised items and the use thereof. f.Use of information transmitted. Solely to enable GEMEWIZARD to use the information You supply GEMEWIZARD with, so that we are not violating any rights You might have in that information, You agree to grant GEMEWIZARD a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights You have in information submitted to be disseminated using the Software Product, in any media now known or not currently known, with respect to such information. GEMEWIZARD will only use this information in accordance with this Privacy Policy. VIII.WARRANTY a.NO WARRANTY. GEMEWIZARD, AND ITS AFFILIATES, AGENTS DISTRIBUTORS, EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE PRODUCT, SERVICES OR ANY INFORMATION DELIVERED OR SENT BY GEMEWIZARD OR ANY THIRD PARTY THROUGH THE SOFTWARE PRODUCT OR SERVICES. THE SOFTWARE PRODUCT AND SERVICES ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT AND RELATED SERVICES IS BORNE BY YOU. THIS PRODUCT AND/OR RELATED SERVICES ARE NOT FAULT TOLERANT AND SHOULD NOT BE USED IN ANY ENVIRONMENT WHICH REQUIRES THIS. YOU HEREBY EXPRESSLY AGREE NOT TO USE OR RELY ON THE SOFTWARE PRODUCT OR SERVICES FOR ANY APPLICATIONS THAT MAY RESULT IN ANY DAMAGE IF FAILED OR ANY OTHER MISSION CRITICAL APPLICATIONS. THE SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE PRODUCT AND SERVICES HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE PRODUCT AND SERVICES SUFFICIENTLY MEETS YOUR REQUIREMENTS. GEMEWIZARD DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS PERFORMED BY THE SOFTWARE PRODUCT OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY INFORMATION, DATA, COMPUTER PROGRAM, CONTENT, ADVERTISEMENT AND OTHER MATERIALS RECEIVED ON OR THROUGH THE SOFTWARE PRODUCT OR SERVICES WILL BE FREE OF ANY VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER DESTRUCTIVE PROPERTIES, AND WILL NOT CONTAIN ANY OBJECTIONABLE MATERIALS OR DEEMED OBJECTIONABLE BY SOME INDIVIDUALS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE PRODUCT OR RELATED SERVICES IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. GEMEWIZARD SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS MADE ON THE BASIS OF INFORMATION PROVIDED IN THE SOFTWARE PRODUCT, NEITHER FOR THE ACCURACY OF THE INFORMATION IN THE SOFTWARE PRODUCT. ANY LIABILITY OF ANY KIND SHALL LIE SOLELY ON YOU. WITHOUT LIMITING OR MODIFYING DEROGATING FROM ANY OF THE FOREGOING, ANY INFORMATION PROVIDED IN THE SOFTWARE PRODUCT AND/OR RELATED SERVICES SHALL NOT BE CONSIDERED AS APPRAISAL OR GUARANTEE OF VALUE, PRICE, COLOR, OR ANY OTHER SPECIFICATIONS OF GEMS AND SHALL NOT IN ANY WAY BE CONSIDERED AS RECOMMENDATION TO BUY OR SELL SAME. GEMEWIZARD DOES NOT EXAMINE ANY OF THE GEMS AND DIAMONDS WHICH ARE LISTED IN THE SOFTWARE PRODUCT. YOU ACKNOWLEDGE THAT GRADING AND PRICING OF GEMS AND DIAMONDS ARE BASED ON SUBJECTIVE METHODS OF ANALYSIS AND THEREFORE NO GUARANTEE IS MADE OR LIABILITY ASSUMED AS TO THE ACCURACY OR VALIDITY OF THE INFORMATION PROVIDED BY GEMEWIZARD. THIS SECTION SHALL SURVIVE TERMINATION AND EXPIRATION OF THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT THEREAFTER. b.Implied Warranties. If an implied warranty or condition is created by Your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, You also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE THIRTY (30) DAY PERIOD FOLLOWING THE INSTALLATION OF THE SOFTWARE PRODUCT. AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to You. c.Additional components and upgrades. Any supplements or updates to the SOFTWARE PRODUCT, including without limitation, any (if any) service packs or hot fixes provided to You are likewise not covered by any warranty or condition, express, implied or statutory. d.Indemnification. You agree to indemnify GEMEWIZARD and its officers, employees, agents, parents and representatives, and to hold them harmless, from any and all losses, claims and liabilities (including attorney�s fees) which may arise from Your use, including use that may be illegal, unauthorized or abusive. You agree to hold GEMEWIZARD, its agents, distributors, affiliates, partners, parents, officers, directors and employees harmless from any lawsuit, claim or demand, including attorney fees, due to Your violation of this EULA or Your violation or infringement of any GEMEWIZARD property or patent, trademark or copyright entitlement. This section shall survive termination and expiration of this Agreement and shall remain in full force and effect thereafter. e.Limitation on Remedies; No Consequential or Other Damages. Your exclusive remedy for any breach of any warranty or other claim arising from or relating to Your use of the Software Product is as set forth below. Except for any refund elected by GEMEWIZARD, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software Product does not meet any applicable warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of the section below involving Exclusion of Incidental, Consequential and Certain Other Damages is also incorporated into this provision. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You. This Limited Warranty gives You specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction. f.Your Exclusive Remedy. GEMEWIZARD's and its suppliers' entire liability and Your exclusive remedy shall be, at GEMEWIZARD�s option from time to time exercised subject to applicable law, (a) return of the price paid (if any) for the Software Product, or (b) repair or replacement of the Software Product, that does not meet any applicable warranty and that is returned to GEMEWIZARD. You will receive the remedy elected by GEMEWIZARD without charge, except that You are responsible for any expenses You may incur (e.g. cost of shipping the Software Product to GEMEWIZARD). Such warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software Product will be warranted for the remainder of the required warranty period or thirty (30) days, whichever is shorter. g.Disclaimer of Warranties. THE WARRANTY THAT APPEARS ABOVE IS THE ONLY WARRANTY AVAILABLE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE ABOVE WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEMEWIZARD AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT. h.Exclusion of Incidental, Consequential and Certain Other Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GEMEWIZARD OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, DIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR DATA OR PROGRAM LOSS, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, RELIANCE UPON OR INABILITY TO USE THE SOFTWARE PRODUCT PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF GEMEWIZARD OR ANY SUPPLIER, AND EVEN IF GEMEWIZARD OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL SURVIVE TERMINATION AND EXPIRATION OF THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT THEREAFTER. i.Limitation of Liability and Remedies. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF GEMEWIZARD AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY GEMEWIZARD WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHAL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $50.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 7, 8, AND 9 ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION AND EXPIRATION OF THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT THEREAFTER. IX.APPLICABLE LAW. a.Choice of Law. This EULA shall be governed by the laws of the State of California. Any disputes between You and GEMEWIZARD arising from or relating to this EULA or arising from or relating to the services provided by GEMEWIZARD shall be governed exclusively by the laws of the State of California. b.United Nations Convention. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. c.Severability. Should any provision, or portion of any provision, of this agreement be declared unenforceable or null or void by a court of law, then that provision, or portion thereof, shall be considered stricken from this agreement and replaced by a provision that most closely approximates the intent of the parties as expressed by the stricken provision, as may be allowable by law. In any event, the remaining provisions of the terms shall remain binding and fully enforceable. d.Non-Waiver. A waiver by any party of any provision, or portion of any provision, in any one instance shall not be deemed or construed to be a waiver of such provision, or portion of any provision, for any similar instance in the future. e.Entire Agreement. This Agreement has been read in its entirety and You agree to and understand the terms and conditions set forth herein. You further acknowledge that there are no other terms or oral agreements existing between You and GEMEWIZARD. This Agreement may not be amended or modified in any way without the prior written consent of GEMEWIZARD. X. MISCELLANEOUS.- pricelist 1 The pricelist information which appears in the Gemewizard� pricelist and immediate pricing, is the results of painstaking research of the Gemewizard� team, it�s employees, agents and consultants. This information is gathered from actual transactions, which have been performed in the trade, in the retailer level. The team of consultants, all of which are well rooted in the trade, and using unique reporting engines for color and prices, report regularly to the Gemewizard� center. In the Gemewizard� center, all the information is gathered, analyzed and weighed against existing, well established pricelists. The transactions performed within the Gemewizard� center, together with the inventory which is placed by the users, in the center�s inventory, for sale, play also a role in determining the most logical value for a given gem or diamond. In such a way the pricelist displayed by the Gemewizard� is the most logical price reached by the subjective team, to a gem of a certain size, color, clarity and cut . The Unique color grading and communicating systems within the Gemewizard� bring the user even closer to discover the price of a certain diamond or gem. Limitations: Gems and Diamond grading, the grading of the color of gems, the grading of color of diamonds, pricing, are highly subjective, and as such are not an exact science. While we believe that the information the Gemewizard� provides will help the users of the program to make a reasonable, more realistic and rational decision when grading and buying or selling a gem or a diamond our information is not perfect and should be complemented with the normal due diligence that a consumer, retailer or dealer should apply when grading buying or selling gems and diamond. Our objective is to provide a tool to ease the process of grading, thus reach a reasonable price estimate based on our opinion of the price at which similar gems and diamonds are available in the marketplace. The aim of the Gemewizard� is to be objective. Hence, the Gemewizard� expert team and consultants, as well as the special features used by the Gemewizard� program and network to analyze gems and diamonds, pricing, market trends, gem and diamond-grading characteristics and grades, are all weighed in an objective manner, without regard to the source of the gem or diamonds placed on the system. Limitations: 2 Pricing: Gem and Diamond grading laboratories and the jewelry trade use grading techniques and standards that are based on subjective methods of analysis. Gemstones and Diamond grades may vary each time a stone is submitted for re-examination and often vary from laboratory to laboratory depending on the grading standards of the laboratory and the accuracy and training of their gemologists. Online pricing and quality information provided by the Gemewizard� is the result of the users placing them there, and subject to the limitations inherent to electronic computer systems. 3 the online information, and any other information provided via the Gemewizard� program, Net support, telephone support and Helpdesk is based on the subjective opinions of the Gemewizard� team , it�s employees, agents and consultants. No guarantee is made or implied as to the accuracy or validity of any information provided by the Service and/or the level of expertise of any information system or individual providing information via the Gemewizard�. 4 Gemewizard� grades or prices or availability information should only be used as a general guideline for discovering Gems and diamond grading and prices. It does not replace the physical examination of a gem or diamond by a knowledgeable appraiser who determines the quality and price of specific gemstone. Each Gemstone or diamond value depends on its unique characteristics, some of which may not be included in the information on a gem and diamond grading report or the information provided by the User. Gemewizard prices are limited in that they reflect our opinion of the current market based on the information the User provides about color, clarity, cut and other properties of the gems and diamonds. There is no guarantee that the opinion of Gemewizard and/or that the grading information provided by a laboratory or seller is accurate. 5 Gems and diamond prices often vary significantly. Since our pricing of gems and diamonds does not resolve the variances in price that are attributable to the various added value propositions provided by different types of retailers different locations, trade name, brand names, consumer credit line, return policy, the user of the Gemewizard� should use our information, prices, grades etc only a as a guideline. The user should independently take into consideration the added value considerations applicable to various types of sellers. The prices provided by the Gemewizard� may be substantially higher or lower than actual transaction prices in the retail markets were the transaction actually takes place. MISCELLANEOUS. - GIA� Colored Stone Grading System �The Color Assessment Module in GemeWizard is based on GIA� Colored Stone Grading System and the GIA� Color Space. GIA� has been involved in the evaluation of the Color Assessment Module within GemeWizard. GIA� does not endorse this Color Assessment Module as a colored stone grading tool, per se, but rather GIA� uses the a version of the Color Assessment Module as an educational tool. GIA� is not responsible for and does not endorse any user of GemeWizard or the colored gems sold or graded by such users, including without imitation the color grades of such gems. GIA� has not evaluated and therefore cannot and does not endorse or comment on any other aspect or feature of the GemeWizard software.� a.Reservation of Rights. All rights not expressly granted are reserved by GEMEWIZARD. b.Contact Information. Should You have any questions concerning this EULA, or if You desire to contact GEMEWIZARD for any reason, please contact GEMEWIZARD at support@gemewizard.com. c.Termination. Without prejudice to any other rights, GEMEWIZARD may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must destroy all copies of the Software Product and all of its component parts. At its discretion, GEMEWIZARD may request, and You must provide, a certification that the Software Product has been destroyed. This section shall survive termination and expiration of this EULA and shall remain in full force and effect thereafter. GEMEWIZARD additionally reserves the right to discontinue and/or terminate and/or limit and/or disable and/or cancel any service provided by GEMEWIZARD or any part thereof, at its sole discretion and without notice to You. You hereby agree and acknowledge that GEMEWIZARD is permitted to limit, disable, eliminate or cancel some or all of the functionality of the Software Product. GEMEWIZARD reserves the right to discontinue the release and/ or support of any version of the Software Product or to revise the Software Product so it provides different features, features in different combinations, and/or different environment configurations. d.Entire Agreement. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between You and GEMEWIZARD relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any GEMEWIZARD policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. I agree with license agreement