General Terms

THE FOLLOWING PAGES DESCRIBE THE TERMS AND CONDITIONS ("TERMS") ON WHICH GEMDESK LLC, A CALIFORNIA LIMITED LIABILITY LLC (GEMDESK), PROVIDES YOU ACCESS TO ITS SERVICES. PLEASE READ THIS AGREEMENT CAREFULLY.

As a condition of Your use of services which Gemdesk provides (the "Services"), you (hereinafter "You" or "User") agree to abide by the Terms of this User Agreement ("Agreement"). By accessing the pages or the information contained on the Gemdesk web site located at http://www.Gemdesk.net ("the Site" or "our Site") through any device or service, or by using the Service in any manner, You agree to be bound by the following Terms. You may review this Agreement at any time by clicking on the User Agreement link at the bottom of any page.

Modifications of Terms

Gemdesk reserves the right to make changes to the Site, this Agreement, or the policies incorporated herein by reference, with or without notice. Therefore, it is recommended that You regularly visit this page and familiarize Yourself with the latest version of this Agreement. Your continued use of our Site will signify Your acceptance of any revised Terms. All amended terms shall be effective upon posting to our Site, unless explicitly stated otherwise. This Agreement is effective as of 12:01 AM PST, May 1, 2007.

Eligibility for Use

Our Service is available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors (people under the age of majority in their state or province of residence) or to temporarily or permanently suspended members of Gemdesk. If You do not qualify, please do not use our Services. Additionally, Gemdesk reserves the right to refuse access to, or use of our Site to anyone, at anytime, in its sole discretion.

Registration

You may browse the Site for free and without registering. However, You must register on the Site ("Registration") to use our Services. During Registration You will be asked to provide information such as Your name, address, telephone number and email address. You will also be asked to create an account consisting of a User ID and password ("Your Account") to identify Yourself in future visits to the Site. It is YOUR responsibility to maintain the confidentiality of Your User ID and password and You agree to accept responsibility for all activities that occur under Your Account. You may not transfer, assign or sell Your Account (including rating and feedback) to any third party. All of the information that You provide during Registration is collected according to the terms of our Privacy Policy. YOU MUST PROVIDE ACCURATE AND CURRENT INFORMATION TO US. IF YOU PROVIDE ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE DURING REGISTRATION OR OTHERWISE, GEMDESK HAS THE RIGHT TO SUSPEND OR TERMINATE YOUR ACCOUNT AND REFUSE ANY AND ALL CURRENT OR FUTURE USE OF THE SERVICE (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THE SITE WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.

Charges and Fee Policy

Gemdesk charges fees for various Services offered through our Site. Our Fees and Credits Policy ("Fee Policy") is available at http://www.Gemdesk.net/info/fees_and_credit_policy and is incorporated herein by reference. Unless otherwise stated, all fees are quoted in U.S. Dollars. You agree that You are responsible for paying all fees, including any and all applicable sales, income, excise, import, export, VAT and other taxes or duties associated with using our Service and the Site.

Generally, Gemdesk requires sellers to have a valid credit card on file. You may also pre-pay Your account (in the minimum amount of $20.00) either by check or PayPal. Gemdesk will verify Your credit card information (including expiration date and billing address), but will not charge Your credit card unless You conduct an activity on our Site that has a fee associated with it. By agreeing to a transaction with a fee, You authorize us to charge Your credit card or otherwise bill Your Account for such fees. We reserve the right to change or discontinue, temporarily or permanently, some or all of our Services at any time with or without notice. In the event we introduce a new service, the fees for that service are effective at the launch of the service. We may also choose to temporarily lower the fees for our Services for promotional events, and such changes are effective when we post information about the promotional event on the Site. Additionally, we may change our Fee Policy and the fees for our Services at any time and in our sole discretion. Except for the foregoing fee changes, our changes to the Fees Policy are effective when they are posted in our Site.

Gemdesk is only a Marketplace

Our Site acts as an open marketplace for Users to buy, sell and negotiate the purchase and sale of goods with other Users. Gemdesk only provides a service and is not involved in any transaction between buyers and sellers who use our Site.

There are risks that You assume when dealing with foreign nationals or those who may be acting under false pretenses. You agree that all of these risks are borne by You, and not Gemdesk. Gemdesk does not control the behavior of Users on the Site or the information provided by other Users that is made available through our Site. As a result, Gemdesk does not guarantee or endorse the authenticity, quality, safety, or legality of any items offered or sold, the truth or accuracy of any listings, or the ability of sellers to sell items or of buyers to buy items. We cannot assure that all transactions will be completed. Additionally Gemdesk does not guarantee the ability or intent of Users to fulfill their obligations in any transactions. FOR EVERY TRANSACTION THAT IS COMMENCED THROUGH OUR SITE, YOU MUST MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE STATEMENTS, PRODUCT DESCRIPTIONS OR THE REPRESENTATIONS OF THE OTHER PARTY AND THE PARTY’S ABILITY TO PAY FOR OR DELIVER THE GOOD(S) OFFERED. PLEASE USE CAUTION, COMMON SENSE, AND PRACTICE SAFE TRADING WHEN DEALING WITH OTHER USERS OR OTHERWISE USING THE SITE.

Safe Trading

Because User authentication on the Internet is difficult, Gemdesk cannot and does not confirm each User’s purported identity. We encourage You to communicate directly with potential buyers or sellers through the features available on our Site.

Listing Restrictions

Gemdesk prohibits the listing or sale of any item that is illegal to sell under any applicable law, statute, ordinance, or regulation, including, but not limited to, items listed in our Prohibited Items Policy available at http://www.Gemdesk.net/prohibited items

Selling

You must have the legal authority to sell the goods that You are listing for sale on our Site. You must describe Your item and all terms of sale in Your listing. If You accept an offer, You are obligated to complete the transaction with the other party unless (i) the transaction is prohibited by law or this Agreement, or (ii) the buyer materially modifies the terms and conditions of the buyer’s offer. You are also responsible for payment of the transaction fee as set forth in the Fee Policy. An offer to sell may be retracted at any time prior to its acceptance. For a complete description see www.gemdesk.net/Listing_Policy

Buying

If You make an offer and the offer is accepted (or You use our Buy It feature), You are obligated to complete the transaction with the other party and to be bound by the terms and conditions specified by the seller, unless (i) the transaction is prohibited by law or this Agreement, (ii) the seller materially changes the item’s description or the item does not conform to the seller’s description, or (iii) a typographical error exists in the listing information which materially affects the terms of sale. An offer to buy may be retracted for any reason at any time prior to acceptance by the seller.

User Information

"User Information" is defined as any and all information or data You provide to Gemdesk or other Users during the Registration, offer, sale or User ranking process, and through any interactive feature of the system, including email. You represent and warrant that Your User Information (i) is not false, inaccurate, incomplete or misleading; (ii) is not fraudulent and does not involve the sale of counterfeit or stolen items; (iii) does not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iv) does not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (v) is not defamatory, libelous, unlawfully threatening or unlawfully harassing; (vi) is not obscene and does not contain child pornography; (vii) does not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (viii) does not create liability for Gemdesk nor cause Gemdesk to lose (in whole or in part) the services of our ISPs or other suppliers; and (ix) does not link directly or indirectly to another web site. Furthermore, You may not list any item on our Site (or consummate any transaction that was initiated using our Service) that, by paying to us the listing fee or the final value fee, could cause us to violate any applicable law, statute, ordinance or regulation, or that violates our current listing restrictions. You agree not to make use of any other User’s User Information other than as necessary to complete any transactions in which You and the subject of the User Information are involved. For more information, including our policy regarding the information we collect from You see www.Gemdesk.net/Privacy_Policy

Limited License

You agree to grant and hereby do grant Gemdesk a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right and license to use the materials You post to Gemdesk and to exercise all related copyright, trademark, and publicity and other proprietary or intellectual property rights You have, in any existing or future media, known or unknown, in (i) Your User Information, (ii) the content, material or User data displayed in Your listings, (iii) Your User ID, and (iv) the geographic location and description of any item listed, sold or bought by You on the Site, to the extent that the exercise of such rights would not violate the policies outlined on the Site’s Privacy Policy. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content ("User Content") to the Site, You are granting Gemdesk, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Gemdesk, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content.

Use Restrictions

Our Services may be used only for lawful purposes. Transmission, posting, distribution or storage of material or conduct in violation of any applicable local, state, provincial, federal or foreign law or regulation is strictly prohibited. This includes without limitation any unauthorized use of material protected by patent, copyright, trademark or other intellectual property right, material that is obscene, defamatory or libelous, constitutes an illegal threat, violates rights of privacy or publicity or violates export control laws. You agree to comply with any applicable laws, statutes, ordinances and regulations ("Laws") regarding Your use of the Site and our Services and the contractual obligations related to Your buying and selling activities. You agree not to use the Site in any manner that violates, or proposes a transaction which, if consummated, would violate any Laws, expose Gemdesk to civil or criminal liability, or violates this Agreement. You agree that You are solely responsible for obtaining all necessary licenses and permissions necessary for Your transactions and for verifying that other Site Users with whom You transact do the same. You agree that You will not use any information on our Site or any information You learn about any buyer, seller or other User for any purpose whatsoever beyond those necessary to complete transactions on our Site. Any action designed to undermine the system and to alter Your User profile or the profiles of others is strictly prohibited.

Content Policy

You agree not to upload, download, display, perform, transmit, or otherwise distribute any User Content that (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; (iii) advertises or otherwise solicits funds or is a solicitation for goods or services; (iv) denigrates a class of people because of their race, religion, country of origin, sexual orientation or gender; (v) depicts violent or criminal acts, perpetrators or victims of violence or crime, or seeks to incite violence or crime; (vi) relates or pertains to any "hate group," i.e. , groups that are organized in part to promote the oppression of or assert the supremacy of any class of people; (vii) contains surveys, contests, pyramid schemes, chain letters, junk mail, spam or unsolicited messages; or (viii) creates a false identity for the purpose of misleading others. Gemdesk reserves the right to terminate Your receipt, transmission, or other distribution of any such material using the Site or Service, and, if applicable, to delete any such material from its servers. Gemdesk intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws. For more information see www.gemdesk.net/Prohibited_Items

Compliance with Intellectual Property and Rights of Publicity Laws

You agree not to link to any third party’s web site or any file or data on a third party web site without that third party’s permission. You agree that You will not use any automatic or manual process to monitor or copy any portion of the Site without Gemdesk’s prior written permission. You agree not to use the Site in any manner which violates, or proposes a transaction which, if consummated, would violate the trademark, copyright, patent, trade secret, trade dress, publicity or privacy rights or other proprietary rights of Gemdesk or any third party. When accessing the Site or using Gemdesk’s services, You agree to obey the law and to respect the intellectual property rights of others. Your use of the Site is at all times governed by and subject to applicable U.S. and International law regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit or otherwise distribute any information, content, goods or merchandise in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by such laws regarding copyright ownership and use of intellectual property, and You shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any information, content, goods or merchandise You provide, transmit, distribute or sell, or that is provided, transmitted, distributed or sold using Your User ID. The sale of unauthorized, counterfeit or replica products is prohibited, and the use of a third party’s trademark in connection with non-genuine goods is prohibited. The burden of proving that any User Content does not violate any laws or their party rights rests solely with You. If You are identified as selling unauthorized goods, Gemdesk reserves the right to disclose Your identity and contact information, including any aliases or alternate IDs or email addresses that You may have previously used, upon request of the trademark owner, and to assist in any prosecution. This disclosure may be made without notice to You. View our Copyright Policy. Gemdesk’s Copyright Policy is expressly incorporated into this Agreement by this reference.

Violation

Gemdesk may investigate reports of abuse or misuse and, if appropriate, limit or prohibit Your use of the Site or modify Your User profile to reflect its determinations. You agree that Gemdesk may access Your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized use of the Site. Gemdesk does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Gemdesk reserves the right to terminate Your account or Your access to the site immediately, with or without notice to You, if Gemdesk believes You have violated any of the Terms of Use, furnished Gemdesk with false or misleading information, or interfered with use of the Site by others. All determinations are final and are made at Gemdesk’s sole discretion. In agreeing to these Terms, You agree to participate in investigations and be bound by Gemdesk’s determinations. If Gemdesk, in its sole discretion, determines that a violation of this Agreement has occurred, or if Gemdesk believes that Your actions may cause legal liability for You, our Users or us, Gemdesk may take any actions or pursue any legal remedies that it believes are necessary or prudent, including, but not limited to, issuing a warning, filing a complaint, deleting any listings, advertisements or offending material from our Site, suspending or canceling Your Account, releasing User Information, filing a report with the appropriate authorities and/or excluding any person(s) who may have violated any Terms of this Agreement. Gemdesk may cooperate with any investigation by any Federal, State, or local body or any court or tribunal. Such cooperation may be with or without notice to You. Gemdesk will take each reported account into consideration during the investigation process before making a decision.

Use of Software

Gemdesk may make certain software available to You from the Site. If You download software from the Site, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, "Software") are deemed licensed to You by Gemdesk, for Your personal, noncommercial, home use only. such download does not transfer either the title or the intellectual property rights to the Software, and Gemdesk retains full and complete title to the Software as well as all intellectual property rights therein. You shall not sell, redistribute, or reproduce the Software, nor shall You decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by Gemdesk or its licensors and You shall not copy or use them in any manner.

Waiver of Claims

By using the Site, the Software or Gemdesk’s services, You signify Your agreement to and do thereby waive all claims which have not been filed but may have accrued against Gemdesk or its officers, directors, employees, agents, parents, subsidiaries, partners and affiliates prior to or as of the date of said posting, regardless of the gravamen of the action, whether in law or equity, and such claims are forever barred.

DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF OUR SERVICE IS AT YOUR SOLE RISK. THE SITE AND OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTY OR CONDITION OF ANY KIND. GEMDESK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND NONINTERFERENCE WITH YOUR ENJOYMENT OF THE SITE OR SERVICES. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to You. GEMDESK MAKES NO WARRANTY THAT THE SERVICE WILL SATISFY YOUR REQUIREMENTS, OR THAT OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR VIRUS FREE. NOR DOES GEMDESK MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR OUR SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE. YOU UNDERSTAND AND AGREE THAT OBTAINING ANY INFORMATION OR MATERIAL AND/OR GOODS OR SERVICES THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY TRANSACTION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GEMDESK OR THROUGH OR FROM THE SITE OR SERVICES SHALL CREATE ANY WARRANTY. NOT EXPRESSLY STATED HEREIN.

LIMITATION OF LIABILITY

IN NO EVENT SHALL GEMDESK OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, PARTNERS AND AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (HOWSOEVER ARISING, INCLUDING BUT NOT LIMITED TO DAMAGES FOR NEGLIGENCE OR FOR CAUSE), INCLUDING BUT NOT LIMITED TO, DAMAGES FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, RESULTING FROM OR IN CONNECTION WITH (I) OUR SITE, SERVICES OR THIS AGREEMENT, (II) THE RECEIPT OF DATA, INFORMATION OR MESSAGES, (III) TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE OR SERVICES, OR (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR DATA, EVEN IF GEMDESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL GEMDESK BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT. IN NO EVENT SHALL GEMDESK’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS, OR CAUSE OF ACTION EXCEED THE LESSER OF (I) THE DOLLAR VALUE OF THE ACTUAL LOSS OR (II) ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow the limitation or exclusion of warranties or of liability for incidental or consequential damages so some of the foregoing above may not apply to You.

Affiliated Sites

Gemdesk has no control over, and no liability for any third party websites or materials. Gemdesk may work with a number of affiliates whose Internet sites may be linked with the Site. Because neither Gemdesk nor the Site has control over the content and performance of these partner and affiliate sites, Gemdesk makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Gemdesk assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with Your use of the Site, You may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Gemdesk makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party content.

Prohibited Uses

Gemdesk imposes certain restrictions on Your permissible use of the Site. You are prohibited from violating or attempting to violate any security features of the Site, including, without limitation, (i) accessing content or data not intended for You, or logging onto a server or account that You are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any User, host, or network, including, without limitation, by means of submitting a virus to the Site, overloading, “flooding”, “spamming”, “mail bombing”, or “crashing”; (iv) using the Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (vi) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Gemdesk in providing the Site. Any violation of system or network security may subject You to civil and/or criminal liability.

Your Indemnity

ou agree to defend, indemnify and hold Gemdesk and (as applicable) its officers, directors, employees, agents, parents, subsidiaries, partners and affiliates harmless against any and all claims made by or liability to any third party resulting from any activities conducted under Your Account, Your use or misuse of the Site, including, but not limited to, posting content on the Site, entering into transactions with other Site Users, contacting others as a result of their posting(s) on the Site, infringing a third party’s intellectual property or other rights, failing to deliver goods or payment to other Site Users or otherwise arising out of Your breach of any Terms of this Agreement.

Release

Because we are not involved in the actual transaction between buyers and sellers, in the event that You have a dispute with one or more Users, You release Gemdesk and (as applicable) its officers, directors, employees, agents, parents, subsidiaries, partners and affiliates from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing this release, which if known by him must have materially affected his settlement with the debtor.”

Arbitration

Gemdesk is not liable under this Agreement for any injury You may suffer or allege to suffer as a User of this Site. In the event, however, that You wish to assert any claim against Gemdesk for any purpose whatsoever, You expressly agree that such dispute will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and that the arbitration will take place in Carson City, Nevada. You agree that notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Legal action taken by Gemdesk to collect fees and/or recover damages for, or obtain an injunction relating to, the Site operations, intellectual property, and our Services shall not be subject to the foregoing restrictions.

No License

Nothing contained on the Site should be understood as granting You a license to use any of the trademarks, service marks, or logos owned by Gemdesk or by any third party.

ACKNOWLEDGEMENT

BY USING GEMDESK’s SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.