Terms of Use/User Agreement (revised September 2000)

THIS AGREEMENT DESCRIBES THE TERMS BY WHICH EFILIGREE, INC ("EFILIGREE") OFFERS YOU ACCESS TO THE EFILIGREE WEB SITE ("SITE").  IN CONSIDERATION FOR EFILIGREE GRANTING YOU ACCESS TO THE WEB SITE, AND BY ACCESSING, BROWSING AND/OR USING THIS SITE ("SITE"), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY, THESE TERMS AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.


THESE TERMS AND CONDITIONS APPLY TO YOUR USE OF THE SITE. IF YOU DO NOT AGREE TO ACCEPT THE FOLLOWING TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THE SITE.

Acceptance of Contract Terms
The following are terms of a legal agreement between you and eFiligree, Inc., which are in addition to terms in any other agreements, written or otherwise, that you may have with eFiligree. You acknowledge that you have read, understood, and agree, to be bound by these terms and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to these terms, do not use this Site.

The material provided on this Site is protected by law, including, but not limited to, United States Copyright Law and international treaties. This Site is controlled and operated by eFiligree from its offices within the United States. eFiligree makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

Use Restrictions
The copyright in all material provided on this Site is held by eFiligree or by the original creator of the material. Except as explicitly agreed to by eFiligree in writing, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of eFiligree.

Permission is granted to display the materials on this Site in connection with the sale of merchandise purchased from eFiligree in your retail jewelry business provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates automatically if you breach any of these terms or conditions or any terms or conditions in any other agreement you have with eFiligree. Upon termination, you must immediately destroy any downloaded and printed materials. You also may not, without eFiligree's permission, "mirror" any material contained on this Site on any other server. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EFILIGREE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THIS SITE, EVEN IF EFILIGREE OR A EFILIGREE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

EFILIGREE CLAIMS NO RESPONSIBILITY FOR AND HAS NO LIABILITY FOR THE ACCURACY, CONTENT, OR AVAILABILITY OF INFORMATION ACCESSED OR LINKED TO THROUGH USE OF THE SITE. IN ADDITION, WE ENCOURAGE USERS TO DETERMINE WHAT RESTRICTIONS THE AUTHORS AND PROVIDERS OF LINKED-TO WEB SITES HAVE PLACED UPON USE OF THE INFORMATION CONTAINED IN THOSE WEB SITES, AND TO ABIDE BY ALL RESTRICTIONS PLACED ON THAT INFORMATION BY THE INFORMATION AUTHORS AND PROVIDERS. YOU MAY ELECT TO USE AND/OR PURCHASE THIRD PARTY PRODUCTS AND/OR SERVICES FROM THIRD PARTIES THAT WE MAY LINK TO OR INDEX, BUT PLEASE REMEMBER THAT EFILIGREE DOES NOT CREATE, ENDORSE, OR SPONSOR THAT SOFTWARE. IF YOU USE OR PURCHASE ANY THIRD-PARTY SERVICES OR PRODUCTS THAT WE INDEX OR LINK TO, YOU DO SO COMPLETELY AT YOUR OWN RISK.

Warranties
THE SITE, INVENTORY AND ANY DATA PROVIDED VIA THE SITE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EFILIGREE MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THOSE WARRANTIES RELATED TO TIMELINESS, SEQUENCE, COMPLETENESS, ACCURACY, FREEDOM FROM INTERRUPTION, AND ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION LIABILITY (I) FOR ANY DELAY OR FAILURE TO COMPLETE A TRANSACTION, OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (III) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF ANTICIPATED PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION, COST OF COVER, OR OTHER INDIRECT LOSS OR DAMAGE, EVEN IF EFILIGREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EFILIGREE SHALL NOT BE LIABLE TO YOU, YOUR CUSTOMERS OR ANY OTHER PERSON OR ENTITY FOR ANY UNAVAILABILITY OF MERCHANDISE LISTED IN THE EFILIGREE INVENTORY AND/OR OF THE SITE DUE TO ANY REASON, INCLUDING ANY INTERRUPTION OR UNAVAILABILITY OF ANY THIRD PARTY SERVICE.

EFILIGREE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF THE INVENTORY AND YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON ANY REPRESENTATIONS OR OPINIONS OF EFILIGREE TO INFLUENCE YOUR DECISION TO PURCHASE ANY MERCHANDISE IN THE INVENTORY.

Miscellaneous
The inventory posted by eFiligree and any transaction to which eFiligree is a party is confidential and proprietary information which shall not in any way be disclosed to any third party other than those with whom you have a confidential or fiduciary relationship and shall be used, in all instances, solely for your internal business purposes. Portions of the Site and data contained therein are covered by various intellectual property rights, including patent rights (35 U.S.C. §100 et seq.), copyrights and all derivative works (17 U.S.C. §101 et seq.), and trademark rights (15 U.S.C. §1051 et seq.). You acknowledge that eFiligree is the sole owner of all such intellectual property rights in the web site and data contained herein.

eFiligree must rely upon your unique user name and password in identifying you as a customer and, accordingly, you shall at all times maintain the secrecy and integrity of your user name and password and shall not disseminate or otherwise disclose your user name or password to third parties. You shall be responsible for any use of your user name and password, including any transactions entered into through the web site using your user name and password. eFiligree shall not be liable for any unauthorized use of your user name or password.

You agree to indemnify, hold harmless, and defend at your own cost eFiligree and its officers, directors, employees, agents, successors, and assigns (the "Indemnified Parties") from and against any liability, claim, loss or damage (including attorney's fees and other expenses) arising our of or in connection with any inaccuracy of a representation or breach of a warranty or covenant made by you herein.

This Agreement is governed by the laws of the State of New York without application of the principles of conflicts of law. Each Party submits to the jurisdiction of the State and Federal Courts located in New York City, Borough of Manhattan, for any action or proceeding relating to this Agreement, and expressly waives any objection it may have to such jurisdiction or the convenience of such forum.

Should any provision of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The failure of any party to enforce any of the terms or conditions of this Agreement, unless waived in writing, shall not constitute a waiver of that party's right to enforce each and every term and condition of this Agreement. Any prior agreements between you and EFILIGREE shall remain in full force and effect. In the event that there are conflicts between such prior agreements and this Agreement, this Agreement shall control.

Term of Use Revisions
eFiligree may at any time revise these Terms of Use by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Terms of Use to which you are bound.