MEMBERS RIGHTS

DEFINITIONS AND REFERENCES

1. The Terms of Service, hereinafter referred to as "RIGHTS"
2. Gold Smith Works / Gold Smith Training, hereinafter referred to as "GSW," "Gold Smith Works and/or Gold Smith Training, GST," and "we."
3. Registered subscriber or authorized user of GSW, hereinafter referred to as "Member" or "you."
4. Information, communications, software, photos, video, graphics, music, sounds and other material and services, collectively, hereinafter referred to as "Content."
5. Independent providers of Content, hereinafter referred to as "ICPs."
6. Copyrights, trademarks, and other intellectual and proprietary rights, hereinafter referred to as "My Rights."
7. Areas on GSW that are freely open to all Members, including, but not limited to, public chat rooms, online forums, message boards and data bases, hereinafter referred to as "Public Areas."
8. Any information, data or records that relate to your GSW membership or use of GSW and identifies you or your individual Member account, hereinafter referred to as "Personal Information."

Terms of Service AGREEMENT

A. In addition to training services, Gold Smith Works / Gold Smith Training. ("GSW") provides  Associate, Designer, Merchant and Trader services to you as a registered subscriber or authorized user ("Member" or "you"), subject to the conditions of this agreement. This document is a binding agreement and we shall refer to it collectively as "RIGHTS". The "RIGHTS" comprises the an integral and absolute agreement between GSW and you, superceding any prior agreements between you and GSW with respect to its subject matter. Additionally, you may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, software, or services.

B. GSW may change the "RIGHTS" at any time, and such change shall take effect immediately as posted in the Terms of Service area. You agree to review the "RIGHTS" periodically to be aware of such changes. If any change is unacceptable to you, you may terminate your membership as provided in Section X-3 below. Your continued use of GSW after any such change to the "RIGHTS" constitutes acceptance of all such changes. GSW reserves the right to refuse service to ANYONE and GSW also reserves the right to terminate members services at any time GSW deems necessary.

YOUR ACCOUNT INFORMATION

C. You certify that YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD. You agree to provide GSW with accurate, complete, and current registration information. Failure to do this shall constitute a breach of this agreement and unauthorized access to GSW. Unauthorized access to GSW could result in immediate termination of your account and subject you to civil and criminal liability. Unless you have prior written authorization from GSW, you may not register for additional accounts.

D. You will choose a password and User IDr. Upon successful registration, access to most  GSW Members Only Areas will be by password only. Passwords will be stored in a GSW database. If you use your account in violation of the "RIGHTS" or in ways GSW deems inappropriate, GSW reserves the right to terminate your service.

E. You are entirely liable for all activities conducted through your account. A Member may not permit another individual to use the Member’s account without direct authorization by the Member. A Member may permit another individual, including a minor, to use the Member's account subject to the following limitations:

(1) The Member must agree to assume any and all resulting liabilities of such use, including responsibility for any and all content accessed on GSW or the Internet; and

(2) hold GSW harmless for any such use of GSW for a person other than the Member; and

(3) acknowledge that the decision to allow another individual to use the account is made by the Member and not GSW.

F. Because GSW sends important notices about your membership to the account holder, you agree to check your account regularly and bear the risk of failing to do so.

G. Members who have had their GSW membership terminated may not access GSW without GSW’s express written (including e-mail) permission. Members may not allow a former Member or other agent whose membership has been terminated to use their account. For additional information on re-registration and multiple accounts, see Section X-3 below.

CHARGES AND BILLING PRACTICES

H. You may obtain current rates for membership and/or Program fees and/or dues for utilizing GSW Internet Sevices, Co-Op Facility and/or Other Services by calling GSW’s member services at 800.438.6894.

I. Multiple memberships (more than one userID and password per address) will be viewed as a single, individual account.

J. Any membership dues or fees do not include any sales, use, value-added, personal property, or other governmental tax or levy imposed on goods or services billed to Members account. You are responsible for any such taxes.

K. If you elect to pay for any GSW Service or Program by credit card and GSW does not receive payment from the card issuer or its agents, you agree to pay all amounts due upon demand by GSW. Each time you use GSW you agree and reaffirm that GSW is authorized to charge your designated card. Your card issuer agreement governs your use of your designated card in connection with GSW, and you must refer to that agreement and not this "RIGHTS" with respect to your rights and liabilities as card holder. You agree that GSW may, at its option, accumulate charges incurred during your billing cycle and submit them as one or more aggregate charges during or at the end of each cycle for electronic funds transfer from your credit card as applicable. This means that accumulated charges may appear on the statement you receive from your bank or card issuer. Further, you agree that GSW may delay obtaining authorization from your card issuer until submission of the accumulated charges.

L. If GSW does not receive the full amount of your GSW account balance within ten (10) days of the invoice due date (the invoice due date is set thirty days past the date of the invoice), an additional 1.5% (or the highest amount allowed by law, whichever is lower) per month late charge may be added to your bill and immediately become due and payable OR your membership to and/or in GSW and/or GSW Programs and/or Services may be terminated.

M. Member shall be liable for all attorney and collection fees arising from GSW’s efforts to collect any unpaid balance of your account(s). You agree to be billed for and to pay any outstanding balance in the event of cancellation or termination of your GSW account. Unless you notify GSW of any discrepancies within thirty (30) days after they first appear on your account statement, they will be deemed acceptable by you for all purposes, including resolution of inquiries made by your card issuer. You release GSW from all liabilities and claim of loss resulting from any error or discrepancy that is not reported to GSW within thirty (30) days of its publication.

N. GSW RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY GSW, ITS AFFILIATES OR ICPS. GSW MAY ELECT, AT ITS DISCRETION, TO SUPPLEMENT SUCH NOTICE OF BILLING CHARGES THROUGH POP-UPS OR E-MAIL TO YOUR ACCOUNT OR THROUGH THE U.S. MAIL TO THE ACCOUNT HOLDER. If any such change is unacceptable to you, you may terminate your membership as provided in Section X-3 below. Your continued use of GSW following the effective date shall constitute your acceptance of such change. Your membership fees are payable in advance and are not refundable in whole or part.

O. You are responsible for all charges associated with connecting to GSW. YOU AGREE THAT ANY TELEPHONE CHARGES INCURRED ARE YOUR RESPONSIBILITY. You are responsible for all activities and charges under your account, including any unauthorized charges to your account. You acknowledge that if you want to see the detailed components of accumulated charges, you may do so by requesting a copy of your statement.

MY RIGHTS AND RESPONSIBILITIES

P. CONTENT.

You acknowledge that:

(i) GSW contains information, communications, software, photos, video, graphics, music, sounds, and other material and services (collectively "Content");

(ii) Such Content is provided under license by Independent Providers of Content ("ICPs"), other Members, GSW and its affiliates; and

(iii) At minimum, GSW owns a copyright in the selection, coordination, arrangement, and enhancement of such Content, exclusive of copyrights held by others. Each Member and any user of Members account must evaluate, and bear the risk associated with any reliance on the accuracy, completeness or usefulness of any Content

(iv) GSW does not pre-screen Content as a matter of policy: however GSW, its affiliates, and ICPs shall have the right, but not the responsibility, to remove Content that they deem harmful, offensive or otherwise in violation of the TOS. Accordingly, you acknowledge that neither GSW, its affiliates, nor any ICP shall assume or have any liability for any action or inaction by GSW or its affiliates, or any ICP, with respect to Content on, or Content changes within GSW.

Q. PROPRIETARY RIGHTS.

You acknowledge the following:

(i) GSW permits access to Content that is protected by copyrights, trademarks, and other intellectual and proprietary rights ("Rights");

(ii) These Rights are valid and protected in all media and technologies existing now or later developed; and

(iii) Except as explicitly provided otherwise, the COS, applicable copyright and other laws govern your use of Content.

(iv) Intellectual property laws apply with equal force to content found on GSW and the Internet. If you do any of the following you many be liable to the rights holder for copyright or trademark infringement: Copying pictorial images, logos or blocks of text you find on GSW or the Internet; copying excerpts from online news services to distribute to others; talking online discussions of others even when you’ve participated in the discussion and posting them elsewhere. Basically, you may not transmit over GSW or to the Internet, material that is subject to any person or entity’s rights, including copyright, without the express permission of the rights holder. If no specific restrictions apply directly or indirectly to a particular item, however, you many make a reasonable number of copies provided that the copies are only for your personal use and that all proprietary-rights notices are reproduced unchanged. This means that you may post to GSW message boards or otherwise transmit on or through GSW only two types of content. One type is "public domain" content, with is content that is not subject to any copyright, trademark, moral rights, or other intellectual and proprietary rights, but the holder of those Rights has expressly authorized distribution on GSW or the Internet without restriction. When you obtain permission to submit or post copyrighted material on GSW, your posting should contain a phrase such as "Copyright owned by ( name of the owner ); used by permission." The unauthorized submission of copyrighted material that is otherwise subject to any third-party rights, constitutes a breach of our "RIGHTS" and may also make you liable to the rights holder. Remember, you, not GSW or it’s affiliated or independent contractors, are exclusively responsible for any liability resulting from infringement of rights arising from such submission or transmission. The maxim "Ignorance is no excuse" applies!

R. CONDUCT AND COMMUNICATION

You acknowledge that GSW may contain material that may be inappropriate for minors. You also recognize that communication over GSW often occurs in real time or is posted on one of GSW’s message boards or data bases. You acknowledge that GSW cannot, and does not intend to, screen communication in advance for accuracy or conformance to the "RIGHTS" or any laws. However, GSW may elect, at its sole discretion, to monitor some, all, or none of GSW’s public areas for adherence to the "RIGHTS".Accordingly, you acknowledge that neither GSW, its affiliates, nor any ICP shall assume or have any liability for any action or inaction by GSW, its affiliates, or any ICP with respect to Content on GSW.  At the sole discretion of GSW management, any post on an open channel which is deemed to be inappropriate, offensive, or derisive will be removed. Any conduct by a Member that in GSW’s sole discretion restricts or inhibits any other Member, person or entity from using or enjoying GSW or another service shall entitle GSW to immediately terminate membership without notice. Any member that posts, transmits, or causes to be posted or transmitted any derogatory, defammatory, or libelous statements or comments about GSW, it's staff, owners, or members (No Flamming) on this or any other network can have their membership with GSW immediately terminated. You agree to use GSW only for lawful purposes. You may not use, or allow others to use, your GSW account, either directly or indirectly, to:

(1) post, transmit, or promote any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable Content. This rule is typically not as strictly enforced on the Off-The Wall channel. However even on Off-The-Wall, limits should be observed;

(2) harass, threaten, embarrass, or cause distress, unwanted attention or discomfort upon another Member or user of GSW or other person or entity;

(3) post, transmit, promote, link, or facilitate the distribution of sexually explicit or other Content which is deemed by GSW to be offensive;

(4) disrupt the normal flow of dialogue in a chat room or on a message board or otherwise act in a manner that negatively affects other Members, users, individuals or entities.

(5) impersonate any person or entity, including, but not limited to, a GSW official, an ICP, forum leader, or communicate under a false name or a name that you are not entitled or authorized to use, or impersonate a minor; post or transmit, or cause to be posted or transmitted, chain letters or pyramid schemes;

(7) post or transmit, or cause to be posted or transmitted, any unsolicited advertising, promotional materials, or other forms of solicitation to other Members, individuals or entities, except in those areas that are expressly designated for such a purpose (e.g., the buy/sell areas).

(8) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private financial information from any Member;

(9) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to promote the use of any other jewelry trade network;

(10) Messages directed to individual subscribers should be sent as PMail, email, or via telephone. Messages directed to an individual member should not appear on the public channel, unless the message is intended to publicly praise the member.

(11) violate any operating rule, policy or guideline of any other interactive service; or intentionally or unintentionally violate any applicable local, state, national, international or foreign law, including, but not limited to, any rules or regulations having the force of law. Nonpayment of funds owed to other members of the jewelry industry is considered FRAUD and adhere to these same strict "RIGHTS" guidelines.    If you see a blatant case of fraud within the GSW network, please report it immediately to info@goldsmithworks.com

(12)  You also agree and accept that as new services become available on or through GSW, your use of these services is subject to TOS. In addition to Content and services provided by ICPs, GSW and its affiliates, others may offer Content, software or other services to Members with their own terms and conditions relating to your use. Failure to abide by these terms and conditions may result in termination of membership. Furthermore, other such networks, including Internet areas, may subject Members to their own usage policies.

S. PENALTIES FOR VIOLATING POSTING RULES

(i) First Offense- The violating member will be sent a private email, pmail, or be contacted via telephone and issued a warning for the offense.

(ii) Second Offense- The violating member will be sent a private email, pmail, or be contacted via telephone and issued a suspension for a period of 7 (seven) days, after which the violating member will be reinstated.

(iii) Third Offense- The violating member will be sent a private email, registered letter, or be contacted via telephone that their membership has been permanently de-activated.

(iv) GSW reserves the right to terminate any member for any offence at any time if it deems it necessary.

T. PRIVACY POLICY

INTRODUCTION

(i) General. Protecting your privacy is very important to GSW, so we have established a privacy policy that safeguards your personal information, and we are committed to protecting its confidentiality. GSW and its affiliates will limit the collection and use of personal information, or Personal Information, to what is necessary to administer our business and provide you with the highest quality service. We will NOT disclose any Personal Information to outside marketing services.

(ii) The Internet. Please be aware that GSW is a private online service on the Internet. GSW does not control the content, services, or areas available through the Internet and providers of other Internet sites or services have separate data and privacy practices independent of GSW. Other Internet areas may be seamlessly incorporated into GSW.

(iii) Independent Content and Service Providers. Companies that are independent from GSW operate many of the online areas that you visit. Although GSW will seek to require these independent companies (e.g. ICPs, including advertisers and merchants) to adhere to our strong privacy principles, GSW does not bear responsibility for their policies or actions. Be aware that when you voluntarily disclose personal information in public areas (e.g., your Profile, chat rooms, message boards, Internet newsgroups), others may collect and use your information. (When you visit Internet sites, your GSW account or other identity information generally is not identifiable.) Also, ordering products through GSW often requires you to provide an independent company with limited Personal Information to enable fulfillment of your order.

U. MEMBER IDENTITY AND BILLING INFORMATION.

(i) Collection and Storage. We maintain the following types of identity and billing information: your name, street address, telephone number(s), length of membership, and any payment information. We may also keep information on your communications with our Member Services department general account history, such as written complaints relating to your account. We safeguard Personal Information from unauthorized access and only authorized employees or agents who need to carry out legitimate business functions are permitted access to Members Personal Information. Employees who violate GSW’s privacy policies are subject to disciplinary actions, including termination where appropriate. We may use agents, who are bound by strict confidentiality guidelines, to perform storage, processing, and other limited functions on GSW’s behalf.

(ii) Use. We use identity and billing information to administer our business, ensure that you are properly billed and offer you opportunities (e.g., announcements or e-mail) that may be of interest.

(iii) Disclosure. We do not release Members telephone numbers, credit card numbers, or checking account numbers (or other Personal Information, such as navigational or transactional information or private communications content). GSW, at its sole discretion, reserves the right to make exceptions to this policy in extraordinary circumstances (such as instances of suspected illegal activity) on a case-by-case basis. GSW intends to abide by applicable laws governing the disclosure to governmental entities of Personal Information and other records. If we are under a legal obligation to disclose Personal Information to a private citizen or entity, we may make efforts under the circumstances to notify the affected Member(s) in advance of releasing it in order to provide the Member(s) an opportunity to pursue any available legal protection.

V. PRIVATE COMMUNICATIONS

(i) Collection and Storage. The GSW computer system does not record or retain any chat room communications, oral online communications or records of with whom you communicate in chat rooms or oral online communications.

(ii) Use. GSW treats private communications on or through GSW as strictly confidential. GSW does not access, use or disclose the contents of private communications, except in limited circumstances as specifically provided below. You acknowledge that private communications directed at a person or entity, including GSW, may be used or disclosed by the intended recipient(s) without restrictions relating to privacy or confidentiality.

(iii) Disclosure. GSW does not access or disclose the contents of private communications (e.g., e-mail, oral online communications), unless it in good faith believes that such action is necessary

(1) to comply with applicable law or valid legal process (e.g., search warrant or court order);
(2) to protect the rights or property of GSW, ; or
(3) in emergencies when GSW believes that physical safety is at risk. GSW reserves the right to treat as public any chat room.

W. THE INTERNET

GSW does not offer Members access to the Internet. The Internet is not owned, operated, or managed by GSW or any of its affiliates. You agree that your Internet use is solely at your own risk and is subject to all applicable local, state, national, international and foreign laws and regulations. Neither GSW its affiliates, ICPs, nor telecommunications providers for GSW, shall be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused by your use of or reliance on any content, goods or services available through the Internet, or your inability to access the Internet or any of its sites. This paragraphs’ provisions shall apply with equal force even where GSW features or displays a link with any particular Web site. Accordingly, GSW and its affiliates specifically disclaim any responsibility or liability for any conduct, content, goods and services available on or through the Internet (including, without limitation, any part of the Web). GSW retains the right, but not the obligation, at its sole discretion and without prior notice or liability, to restrict and/or terminate a Members access to the Internet via GSW or to GSW if your use of the Internet, in GSW’s sole discretion, violates any applicable law or regulation, any prohibitions on your conduct in connection with the Internet, or otherwise inhibits any other user from enjoying the Internet or GSW. The foregoing does not limit the other rights available to GSW.

X. GSW and AFFILIATES SOFTWARE LICENSES & PROGRAM ACCESS PRIVELGES

GSW and its AFFILIATES grant to you a non-exclusive, limited license to use GSW and its AFFILIATES software and to access Polygon, INDEX, Rap.Net and other Wholesale Buyer/ Seller Networks, Suppliers, Whole Salers, Dealers, Message boards, Chat Rooms and other areas and programs. This license is subject to the restriction that, except where expressly permitted by law, you may not translate, reverse-engineer or reverse-compile or decompile, disassemble or make derivative works from GSW and its AFFILIATES software or programs. You may not modify GSW and its AFFILIATES software or use it in any way not expressly authorized in these Rules. You agree and accept that GSW and its AFFILIATES introduction of various technologies may not be consistent across all platforms (e.g., Macintosh).

X-1. WARRANTY

Member expressly agrees that the use of GSW, GSW software, facilities, stores   and internet related sites are at members sole risk. GSW, GSW software, GSW products, and the internet are provided "as is" and "as available" for your personal use, without warranties of any kind, either express or implied, unless such warranties are legally incapable of exclusion. GSW provides the GSW service on a commercially reasonable basis and does not guarantee that members will be able to access the service at a time or location of their choosing, or that it will have adequate capacity for the service as a whole or for particular products. GSW’S entire liability and your exclusive remedy with respect to use of GSW, GSW software, and the internet shall be the replacement of any GSW software found to be defective. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, GSW’s liability shall be limited to the extent permitted by Georgia State Law. GSW does not endorse, warrant or guarantee any product or service offered through GSW, except as expressly provided elsewhere, and will not be a party to or in any way monitor transaction between you and third-party providers of products or services.

X-2. INDEMNIFICATION

Upon GSW's request, Member agrees to defend, indemnify and hold harmless GSW, its affiliated companies, its employees, contractors, officers, directors, telecommunications providers, ICPs from all liabilities, claims and expenses, including attorneys fees, that arise from breach of the "RIGHTS" by use of, or in connection with, the transmission of any Content on GSW or the Internet by or through Members account. GSW reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member hereunder. In such event, Member shall have no further obligation to provide indemnification for such matter.

X3. TERMINATION

1). You agree that GSW, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if GSW believes that you have violated or acted inconsistently with the letter or spirit of the "RIGHTS". GSW may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice.

2) You agree that any termination of your access to the Service under any provision of this "RIGHTS" may be effected without prior notice, and acknowledge and agree that GSW may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that GSW shall not be liable to you or any third-party for any termination of your access to the Service.

3) Either you or GSW may terminate your membership at any time. This is your sole right and remedy with respect to any dissatisfaction with GSW, including, but not limited to,

(i) any "RIGHTS" term, policy or practice of GSW in operating GSW;

(ii) Content available through GSW or change therein, or ;

(iii) any amount or type of fees, surcharges, billing methods, or change therein. You can terminate your membership by delivering notice to GSW, Customer Service Department at 1-866-334-2877, or by sending your cancellation request via US Mail to: GSW Billing, 215 West Oak Street,Suite1, Lodi, CA 95240. Your termination will take effect within a reasonable time after GSWs receipt of your notice as described above.

(iv). In the event that your account is terminated or canceled, no refund, including any membership fees (in part or in whole), will be granted. Members whose accounts GSW has terminated may not access GSW without GSWs prior express written permission. Active GSW Members may not allow former Members or other agents whose memberships have been terminated to use their accounts.

(vi) Any delinquent or unpaid accounts or accounts with unresolved issues with GSW departments must be concluded before you may re-register with GSW. If your cancellation is received prior to the next billing cycle, this will be reflected in your billing and no further charges will be applied to your account. If your cancellation is received after the commencement of a billing cycle, you will be responsible for all applicable fees. Members using multiple accounts without prior express written permission from GSW shall have their membership terminated.

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X-4. LAW

(i). If any part of the "RIGHTS" is held invalid or unenforceable, that portion shall be construed consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions remain in full force and effect. The laws of the  State of Georgia, excluding its conflicts-of-law rules, govern the "RIGHTS" and your membership. As noted above, Member conduct may be subject to other local, state, and national laws. Member expressly agrees that exclusive jurisdiction for any claim or dispute resides in the courts of   the  State of Georgia. Member further agrees and expressly consents to the exercise of personal jurisdiction in the  State of Georgiain connection with any dispute or claim involving GSW.

(ii)  You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any Content or software subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to GSW any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of this agreement. Control laws currently prohibit the export of the 128-bit version of any browser, including Internet Explorer, available through GSW Control laws also prohibit nationals of Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria from gaining access to certain Content on GSW.

 X-5. LEGAL NOTICES

Under California Civil Code Section 1789.3, California Members are entitled to the following specific consumer rights information:

1. Pricing Information. Current rates for using GSW may be obtained by calling 1-800-438-6894. GSW reserves the right to change fees, surcharges, monthly membership fees or to institute new fees at any time upon thirty (30) days prior notice.

2. Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814, or by telephone at 1-916-445-1254.