This Software License Agreement describes the terms and conditions that shall govern the use of and the Services to be provided by the GF Access Software to the User.

By registering as a User or by using the software, you hereby agree to be bound by all of the following terms and conditions:

1. SERVICES :

GEMFIND shall provide the end user a unique interface that displays information pertaining to the diamond, gem and jewelry industry.

2. MODIFICATION/AMENDMENT :

The terms and conditions of this User Agreement may be amended, supplemented and changed by GF Access, at its sole and absolute discretion. GemFind may automatically amend this User Agreement at any time.

3. NO GUARANTEE OF THE ACCURACY OF THE DESCRIPTION :

The User understands and acknowledges that the GemFind.net members and advertisers are responsible for information that is displayed on the GF Access. The User further acknowledges and understands that the GF Access only acts as a passive conduit for the User's online distribution and publication of information and does not therefore control the information that is transmitted using the service. GemFind does not guarantee the accuracy or integrity or bona fides of the information that is displayed or transmitted. GemFind has no control over the quality, legality, accuracy or veracity of the Items advertised or offered for sale by the GF Access Content Providers. GemFind cannot and does not ensure or guarantee that Suppliers shall sell or a Buyer shall purchase or the participants shall complete a transaction. By its very nature, other people's Items and Descriptions may be offensive, harmful or inaccurate, and in some cases the Description will be mislabeled or deceptively labeled. GF Access expects and User acknowledges and confirms that User will use caution-and common sense-when buying or selling or transacting business based on information obtained by the GF Access program.

4. NO WARRANTIES :

ALL SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GEMFIND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, TIMELY OR SECURE ACCESS TO USER'S ACCOUNT. GEMFIND DOES NOT WARRANT THAT THE QUALITY OF THE SERVICES OR PRODUCTS OR INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED OR DOWNLOADED BY THE USER THROUGH THE SERVICE, SHALL MEET USER'S EXPECTATIONS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

This warranty gives you specific legal rights and you may also have other legal rights, which vary from state to state.

5. LIMITATION OF DAMAGES :

IN NO EVENT SHALL GEMFIND OR OUR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE), OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA, GOOD WILL, LOST PROFITS OR OTHER INTANGIBLE LOSSES (EVEN AFTER BEING ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT OR WITH THE SERVICES PROVIDED HEREUNDER. GEMFIND'S LIABILITY, AND THE LIABILITY OF GEMFIND CONTENT PROVIDERS, TO USER OR ANY THIRD PARTIES IS LIMITED TO THE AMOUNT OF FEES USER PAID IN CONNECTION WITH THE TRANSACTION GIVING RISE TO LIABILITY. Some states do not allow the limitation of liability, so the foregoing limitations may not apply to you.

6. LICENSE :

User acknowledges and understands that GEMFIND does not own the Item posted on its site for sale or transmitted using GF Access services. User hereby grants to GEMFIND a worldwide, perpetual, irrevocable, royalty-free, (through multiple tiers) right to exercise all copyright and publicity rights, in any media now known or not currently known, with respect to any Item, Description, or Information the User provides to GEMFIND in any public space on its site.

7. INDEMNIFICATION :

Anything in this Agreement to the contrary notwithstanding, the User shall indemnify and hold Gemfind.net harmless and defend GEMFIND at User's sole cost and expense against any loss or liability, claim, obligation, action, cost or expense (including, without limitation, reasonable attorneys' fees and disbursements of Gemfind 's counsel), and all claims, actions, procedures and suits arising out of or in connection with (i) the use of the Service, (ii) the User's connection to the Service, (iv) a violation of the terms and conditions of this User Agreement, and/or (v) the User's violation of the rights of another person or entity.

8. PROPRIETARY RIGHTS :

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, and software, is the property of Gemfind or its content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all content on this site is the exclusive property of GemFind and is protected by U.S. and international copyright laws. All software used on this site is the property of Gemfind or its software suppliers and protected by U.S. and international copyright laws. The content and software on this site may be used as a purchasing or selling resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on this site is strictly prohibited.

9. LAW GOVERNING AND FORUM SELECTION CLAUSE :

This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Both parties submit to jurisdiction in California and further agree that any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Los Angeles, and judgment on the arbitration award may be entered into any court having competent jurisdiction thereof. Either you or Gemfind may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles necessary to protect the rights or property of you or GF Access pending the completion of arbitration.

10. The services hereunder are offered by GemFind :

GF Access is a copyrighted, patent pending software application and GemFind is a Subsidiary of Softech USA Inc.