TERMS AND CONDITIONS

           Recently updated: 15.10.2013

 

Welcome to GEMITTM online trading platform. These Terms of Service (the "Terms") governs your relationship with E. J. Online Trading Ltd. ("GEMIT" or "we"), and set forth the terms and conditions under which GEMITTM makes available its internet website, the services available through the site, our Smartphone and tablet applications (all together the “Platform”), or otherwise provided by GEMITTM (the "Services"). Please read these Terms carefully before using the Platform or Services.

 

By using the Platform in any manner, including but not limited to visiting or browsing the Platform, you (the "User" or "you") agree to be bound by these Terms, and any and all other terms, conditions, rules, policies or procedures published on the Platform from time to time and related to User's use of the Platform and/or Services, each as amended from time to time by   GEMITTM. These Terms apply to all Users of the Platform or Services, including without limitation users who are vendors, customers, merchants, contributors of content, or third party service suppliers.

 

1.        GEMITTM is a Venue

1.1.     GEMITTM acts as an online venue to allow users, who comply with GEMIT's policies to offer, publish, sell, buy and trade in certified diamonds (accompanied with a correct grading report or certificate number) and uncertified diamonds. GEMITTM is not directly involved in the transaction between buyers and sellers. As a result, GEMITTM has no control over the quality, safety, morality or legality of any aspect of the items listed the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items.

1.2.   Please note that GEMITTM has not examined any of the items listed on the Platform.   GEMITTM does not pre-screen the items, users, the content or any information provided by users.   GEMITTM cannot ensure that a buyer or seller will actually complete a transaction or will fulfill any obligations made on or through the Services. Consequently, GEMITTM does not transfer legal ownership of items from the seller to the buyer.

1.3.    GEMITTM cannot guarantee the true identity, age, and nationality of a User.  GEMITTM encourages you to communicate directly with potential transaction partners through the tools available on the Platform and/or Services. You may also wish to consider using a third-party escrow service or services that provide additional user verification.

1.4.   By using the Platform  and/or Services, you hereby acknowledge and agree that GEMITTM is a venue and as such is not responsible or liable for any content published, posted or uploaded by any User or third party on the Platform , such as data, text, information, graphics, images, photographs, profiles, audio, video, items, and links. You acknowledge and understand that any use of the GEMITTM Platform and/or Services is at your own risk.

1.5.   The information provided on the Platform or Services is neither a recommendation nor a suggestion of any kind to buy or sell; nor is it an appraisal, guarantee of value, warranty, or valuation on GEMITTM part. User provided pricing and/or our Actual Deal Price (ADPTM) which reflects actual prices of deals made via the Platform, cannot be considered as a recommended price, and should only be used as a general guideline for price discovery.

2.  Eligibility and Registration 

2.1.    GEMIT's services are strictly business to business and are available only and limited to qualified wholesale and retail diamond dealers and traders, jewelers, and other type of businesses. By accessing or using the Services you represent and warrant that you are 18 or older and has the power to lawfully enter into and form binding contracts, conditions, obligations, affirmations, representations and warranties.

Upon registration to the Platform or Services you further warrant and represent that you are in the business of buying and selling certified & uncertified diamonds for resale to the public at large and that any information provided by you at the time of registration is complete, truthful and accurate, and you agree to ensure that such information is kept up to date.

You further warrant and represent that you and any other person who is authorize to access your account, have never been involved or a part of fraud, scam, money laundering, identity theft or any other criminal acts.

2.2.    GEMITTM may, in its sole discretion, refuse to offer access to or use of the Platform to any person or entity, and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Platform is revoked in such jurisdictions.

2.3.   You may view the Platform and some of its content as a visitor, but any use of the Platform and/or Services requires registration and is provided to paid Users only. Upon registering for an account, you will need to follow our Registration Procedure, and upon its completion you will receive an account designation and will be asked to choose a password. You hereby give your consent to our use and publication on the Platform of certain information you will need to provide upon registration, such as name of business, email address, postal address, Telephone number, and mobile number.

2.4     You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another User at any time, or to disclose your password to any third party. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

2.5.   You may not transfer, assign or sell your GEMITTM account and/or User ID to another party. By registering as a business entity, representative personally guarantee that s/he has the authority to bind the entity to these Terms.

3. Subscription, Cancellation and Billing

3.1     GEMITTM offers you two types of subscription: a monthly based membership and a full year membership at a monthly reduced price. The prices of subscription will be detailed clearly on the subscription page or otherwise during the registration process, and may vary from time to time.

Please note: PayPal can be used to process payments for the used only to make payments for services ancillary to the processing of Business to Business advertising and membership fees.

 

3.2   You may end your subscription at any time by sending us an email to: support@gemit.com and you will not be billed for the following term (month or year as applicable). Both types of subscriptions will renew automatically, unless terminated by an email notification sent by the User, informing us on its decision to terminate the subscription.

 

3.3    You are welcome to join and experience our Platform! If you choose to cancel your subscription at any time during the first month - you will receive a full refund! For annual subscribers - if you choose to cancel your subscription at any time after the first month and until the end of the second month - you will be billed only for the first two months (at a price of a monthly subscription) and will receive a refund for the remainder of the annual subscription fee. Following your first month of subscription, and with regards to annual subscribers, following the Second (2) month - GEMITTM has a strict no refunds policy.

 

3.4  If your billing information and payment source is invalid, if charges billed to you are declined or not paid or if you fail to pay charges when due, your account may be downgraded, suspended or cancelled, at GEMITTM discretion.

 

3.5  If a User account is suspended, GEMITTM may, but is not obligated to, maintain your account and/or related information, in order to allow the User to pay the past-due charges and restore its account. If the charges are not paid, such account may be cancelled. Please note, that until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law.

 

3.6  In case of cancellation the subscription will end and any information and data contained in your account may be deleted, without a possibility to retreat it. It is the User's responsibility to save and backup any data contained in his/her account.

 4.  Listing and Sale

4.1.   By listing an item for sale on the Platform, such as certified diamonds, gemstones, and precious jewelry (the "Item" and the "Seller" respectively), you hereby warrant that you and all aspects of the Item comply with GEMITTM published policies, and that you may legally sell the Item.

4.2.   You must accurately describe your item and all terms of sale. Your listings may only include text, information, graphics, pictures, images, data, videos and other content relevant to the sale of that item. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all Items in that listing must be identical. Each unique Item must have its own listing.

4.3.   Any Seller represents that the Item offered or placed for sale on the Platform is fit for the particular purpose and is currently available for sale by the Seller. The seller further represents and warrants that the description of the Item as provided on the Platform  is true, accurate and complete, and that there are no liens, encumbrances, pledges, security interests on such Item that would affect its right, title or interest in the Item.

4.4.   A Seller may allow a third party specialist to trade, sell and/or prompt its Items on the Platform (a "Broker"). The Seller hereby acknowledges that this shall not derogate from its responsibility with respect to any activities and/or representations made by the Broker on the Seller's behalf or with regard to the Seller's account, listings and Items. Please note that a Broker may not list Items himself, cannot bid on Items or complete a transaction on the platform (use the "Approve" button, as detailed in section 3.8 below).      

4.5.   The price stated in each Item listing description must be an accurate representation of the sale. All prices on the Platform must be stated in US Dollars, and buyer shall bear the rate of exchange if it chooses to pay in a different currency. You may not alter the item's price after a sale, misrepresent the Item's location, or use another User's account without permission.

4.6.   The Seller may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Seller may not charge excessive shipping fees. The Platform may cooperate with a designated shipping company, which possesses expertise in the field of diamonds shipment and delivery. The buyer will be informed regarding the shipping and handling fees prior to committing to any purchase.

4.7.   All Sellers are urged to outline trade policies for their GEMITTM listing page, in which they offer items for sale. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All online listing page policies must comply with these Terms and other GEMITTM policies. Sellers are responsible for enforcing their own reasonable sale policies.  GEMITTM reserves the right to request that a Seller modify a sale policy in its listing page.

4.8.   All sales are binding. When a buyer bids on an item, the Seller may click the "Approve Deal" button to agree to sell the item at the offered price, or click the “Request Improve " button to request a higher offer. The Seller hereby agrees and undertakes that by clicking the "Approve Deal" button, he is bound to sell that item to the buyer at the approved Bid price. The Seller is obligated to complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the Seller's listing (such as payment method), or (b) the Seller cannot authenticate the buyer's identity.

5.  Special Terms for Listing Diamonds

5.1     Seller understands, agrees and warrants that no diamond may be listed or traded on the Platform unless: 

5.1.1.   The diamonds are legal and not directly involved in severe human rights violations, in accordance with the rules set out in the Kimberley Process Certification Scheme. Among others, the actions for the physical production of the diamonds did not involved murder, rape, physical violence or forced servitude.

5.1.2.      The diamonds have been purchased from legitimate sources not involved in funding conflict and in compliance with United Nations resolutions.

5.1.3       The diamonds are conflict free, based on personal knowledge and/or written guarantees provided by the supplier of these diamonds.

5.1.4.      The diamonds are not originating from Marange, Zimbabwe.

5.2.    Seller has fully disclose any and all the treatment of the diamonds, as well as the process and the effect of the treatment, if such diamonds were treated or enhanced (laser drilled, clarity enhanced, irradiated, HPHT or any other treatment or enhancement).

5.3. The Sellers must provide the correct grading report or certificate number for all laboratory graded diamonds, or otherwise list the diamond as an uncertified diamond. Any sale of synthetic diamonds must be explicitly and clearly accompanied by a statement that the Item is a synthetic laboratory-created diamond and not a natural diamond.

5.4.   Seller represents and warrants that he/she will strictly adhere to the policies listed herein. Users who violate any of the above provisions will be subject to having their subscription revoked and/or be excluded from the Platform. Please note that should any Seller be found to have listed or traded a diamond in violation of this Section 4, its access to the Platform and Services may be permanently terminated without notice, and when applicable, be subject to any penalties provided by law.

6.  Purchase of Items and Ranking

6.1.   User hereby agrees and represents that upon biding on an Item on the Platform or Services he has agreed to be bound to purchase the selected Item ("Buyer") and is bound by the conditions of sale included in the Item's description, provided that such conditions of sale are not unlawful or in violation of these Terms.

6.2.   The Buyer hereby agrees that by purchasing an Item from the Platform, the Buyer shall be obligated to pay all shipping, delivery, handling, insurance charges, taxes, duties and other governmental fees prior to delivery. Users may and are encouraged to use the Platform ranking system, to inform other Users about their satisfaction from transactions made via the Platform, and provide feedback to Sellers and Buyers. User's rank represents the User reputation on the Platform. Therefore, please use this tool carefully and thoughtfully. For example, try to resolve your differences with the Seller or Buyer you dealt with, before giving a negative feedback.

Users are not allowed to exchange feedback for the sole purpose of increasing ranking, or to use threats of poor feedback. Sellers are not allowed to demand positive feedback from buyers, or include terms or conditions in their listing page policies which limit or restrict the buyer's right to leave feedback.

7.  Content and Activities

7.1.   You are solely responsible for any content (such as text, graphics, pictures, or videos, relating to your Items or your business) uploaded, submitted or transmitted by you through the Platform or the Services, ("Content") and for the consequences of posting or publishing it. GEMITTM does not endorse any Users' Content and expressly disclaims any and all liability in connection with such Content.

7.2.   Without derogating from any of the terms regarding listings, by uploading, communicating or transmitting any Content using the Platform or the Services, you further represent and warrant that your Content does not infringe any third party's rights (including copyrights and privacy rights), is not defamatory or unlawful, by and that it complies with these Terms.

7.3.    GEMITTM does not claim ownership rights in your Content and you retain all of your ownership rights in your Content. However, by uploading or transmitting any Content using the Platform  or the Services, you hereby grants to GEMITTM an irrevocable, perpetual, non-exclusive, royalty-free and worldwide license to use such Content in any way we may reasonably choose, for the purposes of providing the Services, including without limitation, copy, transmit, excerpt, publish, distribute, publicly display, create derivative works of, host, index, cache, tag and modify, in any form or media now known or hereinafter developed, and you warrants to us that you have the right to grant such license for such purposes.

You grant GEMITTM such license solely to enable us to use any information or Content you supply to provide you the Services, and so that GEMITTM is not violating any rights you might have in that Content. We do not wish to restrict, limit or change any of your listings or the information provided in your listing page, but we reserve the right to do so if User has breached these Terms.

7.4.    GEMITTM reserves the right to purge Content from its databases at any time and from time to time without notice. You acknowledge and agree that you are solely responsible for backing up any Content uploaded to the Platform by your use of the Services.

7.5.   In connection with your use of the Platform and/or the Services, including our features of live chat offered on the Platform, and without limiting any of the other obligations under these Terms or applicable law, you agree not to upload, post, email, distribute, communicate, transmit or otherwise make available any Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any trademark, trade secret, copyright, or other intellectual property right of any party, (iii) that you does not have the right to make available by reason of any law or contractual or fiduciary relationship, or (iv) that comprises or includes any "junk mail", "spam" or repetitive messages.

7.6.   Users may purchase from us premium locations on the Platform to display advertisement content regarding their Items and listings ("Promotions").  GEMITTM does not endorse any Promotions display on the Platform and expressly disclaims any and all liability in connection with such Promotions or any other Content.

8.     Electronic Loupe 

8.1.   Some Users may have access to and would be able to make use of our innovative and original tool – the Electronic Loupe, making its debut on the Platform. The Electronic Loupe is a sophisticated camera, allowing Users to examine diamonds from around the world as if it were under their loupe.  It is available for GEMITTM Users exclusively, both with a PC (eLoupeTM) or with a mobile device (mLoupeTM).

8.2.   Any use of the Electronic Loupe is solely the responsibility of the User, and GEMITTM shall not be responsible whatsoever for any and all content transmitted by use of the Electronic Loupe, the quality of the broadcast, the User's representation regarding the particular diamond showed, or any other use made by Users of the Electronic Loupe.

8.3.   User may not use and  GEMITTM disclaims any responsibility for the Usear's use of any other hardware or software in connection with the Electronic Loupe and/or as a replacement of any of the Electronic Loupe's functionalities. 

 

 

9.      Provision of the Platform and the Services

9.1. These terms shall automatically become effective upon User's first use of the Platform or the Services, and continue indefinitely until it is terminated.

9.2.    GEMITTM reserves the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof, or any User's access thereto, and to modify, suspend or delete the Platform or any part thereof. You acknowledge and agree that GEMITTM shall not be liable to you or to any third party, for any modification, suspension or discontinuance of the Services or any modification, suspension or deletion of the Platform.

9.3. You are entitled to cancel your account and registration at any time, in accordance to the terms of your subscription.

9.4.   GEMITTM services are not available to temporarily or indefinitely suspended GEMITTM members. GEMITTM reserves the right, in GEMITTM sole discretion, to cancel unconfirmed or inactive accounts.  GEMITTM reserves the right to refuse service to anyone, for any reason, at any time.

9.5.   If a User has breached these Terms or any other  GEMITTM policies, or has engaged in improper or fraudulent activity in connection with  GEMITTM, or has performed any other acts that may cause legal liability or financial loss to  GEMITTM Users or to  GEMITTM, then without limiting any other remedies,  GEMITTM may, without notice, and without refunding any fees, delay or immediately remove Content, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Platform, warn  GEMITTM community of a User's actions,  take technical and legal steps to keep a User off the Platform and refuse to provide services to a User.

GEMITTM may recover from User any losses, damages, costs or expenses incurred by  GEMITTM resulting from or arising out of User's non-compliance with any provision of these Terms.

10.   Ownership of IP

10.1.  Certain content and information provided on and through this Platform and Services, including, without limitation,  GEMITTM logo, trademarks, graphics, design, information, text, images, data and other material displayed, available or present on the Platform or Services, that were not originated from Users (collectively, the "GEMITTM Content") are the copyrighted and/or trademarked work of GEMITTM solely, and may not be used without express written permission from us, other than for attribution.

10.2.    GEMITTM retains all rights, including any intellectual property rights in the GEMITTM Content. The GEMITTM content or any part thereof, is the property of the GEMITTM solely, and is protected by applicable intellectual property laws. You hereby acknowledge that you have no right, title or interest in or to any GEMITTM Content, and that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the GEMITTM content in any manner.

10.3   Please note that one or more patent applications may apply to the Platform, Services and the features accessible via the Platform. As between you and GEMITTM, any software and code in relation to the Platform and/or Services, and/or any intellectual property rights associated therewith is property of GEMITTM exclusively. 

11.  Privacy Policy

11.1. GEMITTM is concerned about Users privacy and has created a policy to address privacy concerns. Your use of this Platform is governed by the privacy policy, which is available at (the "Privacy Policy"). The Privacy Policy is hereby incorporated into these Terms by reference, and constitutes a part of these Terms.

11.2. Please note, that as part of a transaction, you may obtain personal information, including email address and shipping information, from another GEMITTM User. Without obtaining prior permission from the other User, this personal information shall only be used for that transaction or for GEMITTM -related communications.  GEMITTM has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any GEMITTM user to your email or physical mail list. For more information, please see the Privacy Policy.

 

12.    Authentication Assessment Tool

12.1   As you know, transactions which are carried out through our Platforms have a sensitive nature, and therefore require a great deal of trust. While GEMITTM has no control over the truth or accuracy of the listings and the identity of the Sellers and Buyers, it is our highest priority to keep our community safe and reliable. Therefore, we established an Authentication Assessment Tool to enable you, the User, to asses, at your will, the authenticity of the user you are trading with.

12.2   Any registered User of the Platform must sign GEMITTM Code of Ethics < GEMITTM KYS/KYC policy> and is also provided with the ability to upload certain information (such as company registration number) and documents (such as registration certificate or good standing certificate) regarding the authenticity of their identity. You may choose that the information will be public on your profile page, or disclosed to a fellow user by demand.

12.3   You are solely responsible for the information and documents you provide and upload, and you explicitly warrant and undertake not to provide any misleading, false, incorrect or incomplete information or documents. In addition, please note that you, the User, are solely responsible to review and assess the authentication, validity and trustworthiness of the information and documents you received from fellow Users.

12.4   GEMITTM assumes no liability as to the reliability, credibility and authentication of any information or documents provided. We hope that this tool will keep our community safe and reliable, and encourage you to use it wisely.

 

13.   Disputes with Users

13.1. Should you have a dispute with one or more Users, or an outside party, you release GEMITTM (and GEMIT's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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. GEMITTM encourages Users to report User-to-User disputes to your local law enforcement, or a certified mediation or arbitration entity, as applicable.

13.2. GEMITTM, for the benefit of Users, may try to help Users resolve disputes.  GEMITTM does so in GEMITTM sole discretion, and GEMITTM has no obligation to resolve disputes between Users or between Users and outside parties. To the extent that GEMITTM attempts to resolve a dispute, GEMITTM will do so in good faith based solely on GEMITTM policies.  GEMITTM will not make judgments regarding legal issues or claims.

 14.  Warranty Disclaimer

GEMIT, GEMIT'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND  GEMIT'S SUPPLIERS PROVIDE THE PLATFORM AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY.  GEMIT,  GEMIT'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND  GEMIT'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, REGARDING THE PLATFORM  (INCLUDING ITS CONTENT, ITEMS. LISTINGS, INFORMATION AND SOFTWARE). GEMIT SHALL NOT BE LIABLE FOR ANY INTERFERENCE OR DAMAGE YOU MAY SUFFER IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES CAUSED BY COMPUTER VIRUSES, MALICIOUS COMPUTER CODE OR ANY OTHER FORM OF INTERFERENCE. YOU MUST TAKE YOUR OWN PRECAUTIONS TO ENSURE THAT WHATEVER YOU CHOOSE TO USE THE PLATFORM OR SERVICES IS FREE OF VIRUSES OR ANYTHING ELSE THAT MAY INTERFERE WITH OR DAMAGE THE OPERATION OF YOUR COMPUTER SYSTEMS. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM  GEMIT SHALL CREATE ANY WARRANTY. USER ACKNOWLEDGES AND AGREES THAT THE PLATFORM, THE SERVICES AND ANY OF ITS CONTENT, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," ARE USED ONLY AT YOUR SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15.   Limitations on Liability and Remedies

 GEMIT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH GEMIT (INCLUDING WITHOUT LIMITATION YOUR USE OF THE PLATFORM) IS TO DISCONTINUE YOUR USE OF THE PLATFORM .  GEMIT AND ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM YOUR USE OF THE PLATFORM OR SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OR REGISTRATION WITH GEMIT'S PLATFORM OR SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF  GEMIT HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.  GEMIT'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF  GEMIT'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO  GEMIT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS,  GEMIT'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.  GEMIT DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY ITEM, LISTING, PRODUCT OR SERVICE OFFERED THROUGH THIS PLATFORM  AND WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND OTHER USERS OR THIRD-PARTIES. USER ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, GEMIT WOULD NOT BE ABLE TO OFFER THE PLATFORM  OR THE SERVICES.

16.  Indemnity

YOU AGREE TO INDEMNIFY AND HOLD GEMIT AND (AS APPLICABLE) GEMIT'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

17.  Miscellaneous

17.1. Entire Agreement. These Terms comprises the entire agreement between you and GEMITTM relating to the Platform and the Services. We may make changes to the materials and services offered on this Platform or services and/or change the terms of these Terms at any time, so please review these pages regularly.

17.2. No Guarantee.  GEMITTM does not guarantee continuous, uninterrupted access to the Platform, and operation of the Platform may be interfered with by numerous factors outside GEMITTM control.

17.3. Legal Compliance & Taxes. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Platform and Service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of Items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of Items you make on the Platform (excluding any taxes on GEMITTM net income).

17.4. Severability. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

17.5. No Agency. You and GEMITTM are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

17.6. Assignment.  GEMITTM may assign this agreement at any time to the successor in interest in connection with a merger, consolidation or other corporate reorganization.

17.7. Choice of Law. The Platform, Services and these Terms and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws state of Israel. You agree that all such disputes shall be brought exclusively in the appropriate courts of Tel Aviv district.

Users may give notices to GEMITTM by email to: support@ gemit.com

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