Terms of Use

Please read these terms and conditions ("Terms and Conditions") carefully. By using ZeeXchange.com (hereinafter the "Website" or the "Site,") you agree to be bound by the Terms and Conditions described below. If you do not agree to any or all of these terms, please do not use this Site. Any and all transactions completed on Zeexchange.com, shall be governed and controlled in whole by the Terms and Conditions set forth herein.

Reservation of Rights

ZeeXchange retains the right, but does not have the obligation, to immediately halt any auction or product sale, prevent or restrict access to the Site or the Services or take any other action in case of technical problems, objectionable material, inaccurate listings, inappropriately categorized items, auction inaccuracies, product inaccuracies, unlawful items, items, procedures, or actions otherwise prohibited by the procedures and guidelines contained on the Site, or for any other reason in the sole and absolute discretion of ZeeXchange, and to correct any inaccurate listing, auction inaccuracies, product inaccuracies, inappropriately categorized items or technical problems on the Site.

Your Transactions and Obligations

Bidders and buyers create different obligations by accessing the Site and using the Services.

- In the Certified & Individual Merchant Marketplace, the seller must sell the product to the highest bidder that meets or exceeds the minimum price. Similarly, if a Certified & Individual Merchant offers to sell an item by means of the Buy Now feature, the seller must sell the item to any buyer who elects to purchase the item through the Buy It offer. For bidders, a bid or Buy Now election is a legal offer to buy the product. Once the transaction closes, both the buyer and seller are obligated to complete the transaction.

- Each transaction in the ZeeXchange Direct Marketplace will indicate whether a reserve price has been established. If you are the highest bidder (meeting the applicable minimum bid or reserve requirements) or if you elect to purchase the item through a Buy It offer, your bid or Buy Now election, as the case may be, is a legal offer to buy the product and you are obligated to complete the transaction. Bids and Buy Now purchases are not retractable.

- By entering into this Agreement and bidding on a product or making a Buy Now purchase, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

- If an item purchased in the ZeeXchange Direct Marketplace or ZeeXchange Certified Merchant Marketplace is being shipped to California, ZeeXchange must charge sales/use tax on the transaction. ZeeXchange will accept California resale certificates only if submitted before the transaction closes. In the Certified & Individual Merchant Marketplace, you agree that it is the seller's and the buyer's responsibility to determine whether sales or use taxes apply to the transactions and to collect, report and remit the correct tax to the appropriate tax authority. You also agree that ZeeXchange is not obligated to determine whether sales or use taxes apply and is not responsible to collect, remit or report any sales or use taxes arising from any transaction.

Password Security

Your password may be used only to access the Site, use the Services, electronically sign your transactions and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password.

Access and Interference

The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis and is proprietary of or is licensed to ZeeXchange. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose. Additionally, you agree that you will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except as otherwise provided herein); (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.

Illegal Activity

Compliance with Laws; Fraud. The Site and Services only may be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Services, including in regard to bidding, and purchasing items. You may not register under a false name or use an invalid or unauthorized credit card. You may not make bids under a false name, impersonate any participant, or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and ZeeXchange will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

Shill Bidding. You are strictly prohibited from placing bids or causing bids to be placed on any product for the purpose of artificially increasing or otherwise manipulating the bidding process on ZeeXchange.com or the bid

Breach

Without limiting other remedies, ZeeXchange may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide our services to you: (a) if you breach this Agreement or the documents it incorporates by reference; (b) if ZeeXchange or any Certified Merchant is unable to verify or authenticate any information you provide to ZeeXchange; or (c) if ZeeXchange believes that your actions may cause legal liability for you, other ZeeXchange users or ZeeXchange.

Buyer Protection

Buyers and sellers share the responsibility for making sure purchases facilitated by ZeeXchange are exciting, rewarding and hassle-free. We strongly encourage buyers to work with sellers before opening a claim relating to a purchase. Buyers and sellers agree to follow the requirements of the ZeeXchange Buyer Protection Policy with respect to claims. ZeeXchange Buyer Protection covers only claims filed in accordance with the ZeeXchange Buyer Protection Policy, not claims filed with PayPal. We may suspend the ZeeXchange Buyer Protection Policy without notice if we suspect abuse or interference with the proper working of the program.

We require ZeeXchange sellers to comply with our resolution process. Buyers and sellers permit us to make a final decision, in our sole discretion, on any claim that a buyer files with ZeeXchange under the ZeeXchange Buyer Protection Policy. If we resolve a dispute in the buyer's favor, we will refund the buyer for the full cost of the item (including any applicable sales taxes)and the original shipping, and we will require the seller to reimburse us for the amount due to the buyer. Without limiting the foregoing, sellers may not have to pay a reimbursement for an ZeeXchange claim if they provide the documentation (for example, delivery confirmation or proof that the item was as described) indicated in the ZeeXchange Buyer Protection Policy. In addition:

· Sellers must have a reimbursement method on file with ZeeXchange.

· Sellers agree to allow us to remove funds from their PayPal accounts for amounts due to buyers. Sellers may change this reimbursement method by contacting ZeeXchange. However, we reserve the right to continue using seller PayPal accounts for ZeeXchange Buyer Protection cases associated with ZeeXchange transactions paid for before the change.

· Where there are insufficient funds in PayPal accounts or where PayPal is not the reimbursement method of a seller, we will require another reimbursement method.

· Sellers agree to allow us to charge the payment method they designate for amounts due buyers.

Changing a reimbursement method will not affect ZeeXchange's use of a payment method on file for other purposes (such as payment of your ZeeXchange fees). If sellers do not provide ZeeXchange with a valid reimbursement method, we may collect amounts owed using other collection mechanisms, including retaining collection agencies. We may also suspend or restrict sellers from trading on our sites until payment is made.

· Correcting Mistakes in Payments to Buyers or Sellers.  We reserve the right to fix any processing errors we discover.  We will correct any processing errors by debiting or crediting the payment method used for the erroneous ZeeXchange Buyer Protection refund or reimbursement.

Holds

To protect against the risk of liability, ZeeXchange has at times requested, and may continue to request, that PayPal hold seller funds based on certain factors, including, but not limited to, selling history, seller performance, riskiness of the listing category, or the filing of an ZeeXchange Buyer Protection claim.  PayPal has held, and will continue to hold, seller funds pursuant to the terms of the PayPal User Agreement, PayPal policies and any other agreement entered into between PayPal and its users.

Fees and Services

Joining ZeeXchange, bidding and purchasing listed items, and listing items are free. We do charge a 10% fee when a user's item has been purchased via either the marketplace or auction. There are also fees for using other services, like featuring an item. When you list an item or use a service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on our Fees schedule, which we may change from time to time. Changes to that schedule are effective after we provide you with at least fourteen days' notice by posting the changes on the ZeeXchange site. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the sites.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.)

Content

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.

For the convenience of sellers, we may offer catalogs of stock images, descriptions and product specifications that are provided by third parties (including ZeeXchange users). You may use catalog content solely in connection with your ZeeXchange listings during the time your listings are on ZeeXchange's sites.

While we try to offer reliable data, we cannot promise that the catalogs will always be accurate and up-to-date, and you agree not to hold our catalog content providers or us responsible for inaccuracies in catalogs. If you choose to include catalog content in your listings, you continue to be fully responsible for your listings and for ensuring that your listings are accurate, do not include misleading information, and comply with this User Agreement and all ZeeXchange policies. The catalogs may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included with the catalogs or create any derivative works based on catalog content (other than by including them in your listings).

Limitation of Liability

You will not hold ZeeXchange responsible for other users' content, actions or inactions, items they list or their destruction of allegedly fake items. You acknowledge that we are not a traditional auctioneer. Instead, our sites are venues to allow anyone to offer, sell, and buy just about anything, at anytime, from anywhere, in a variety of pricing formats and locations, such as stores, fixed price formats and auction-style formats. We are not involved in the actual transaction between buyers and sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of users’ content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction or return an item. For certain categories, particularly Motor vehicles and Real Estate, a bid or offer initiates a non-binding transaction representing a buyer’s serious expression of interest in buying the seller’s item and does not create a formal contract between the buyer and the seller. 

We do not transfer legal ownership of items from the seller to the buyer.  California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) applies to the transfer of ownership between the buyer and the seller, unless the buyer and the seller agree otherwise. Further, we cannot guarantee continuous or secure access to our sites, services or tools, and operation of our sites, services or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services and tools.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) any amounts due under the ZeeXchange Buyer Protection Policy up to the full cost of the item (including any applicable sales tax) and its original shipping costs, (b) the total fees (under ZeeXchange Fees and Services) you paid to us in the 12 months prior to the action giving rise to the liability, and (c) $100.

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §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 the release, which if known by him must have materially affected his settlement with the debtor."

Access and Interference

The sites contain robot exclusion headers. Much of the information on the sites is updated on a real-time basis and is proprietary or is licensed to ZeeXchange by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the sites for any purpose without our express hand written permission.

Additionally, you agree that you will not:

· take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

· copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from the sites without the prior express written permission of ZeeXchange and the appropriate third party, as applicable;

· interfere or attempt to interfere with the proper working of the sites, services or tools, or any activities conducted on or with the sites, services or tools; or

· bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the sites.

Listing Conditions

By listing an item on ZeeXchange’s sites, you agree to pay ZeeXchange’s fees for such, assume full responsibility for the content of the listing and item offered, and accept the following listing conditions: Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances), so ZeeXchange can’t guarantee exact listing durations.  Where your listing appears in search and browse results may be based on certain factors including listing format, title, bidding activity, end time, keywords, price and shipping cost, feedback, and detailed seller ratings.  You can read more about where your listings appear in search and browse results in ZeeXchange’s Help Pages.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the ZeeXchange Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. We use third parties to verify and certify our privacy principles. For a complete description of how we use and protect your personal information, see the ZeeXchange Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.

Indemnity

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ZEEXCHANGE AND OUR SUBSIDIARIES, PARENTS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM OR IN CONNECTION WITH (A) YOUR BREACH OF THIS AGREEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE; (B) YOUR VIOLATION OF ANY STATE, FEDERAL FOREIGN OR INTERNATIONAL LAWS, CODES OR REGULATIONS; AND/OR (C) YOUR VIOLATION OF ANY THIRD PARTY'S RIGHTS, INCLUDING, BUT NOT LIMITED TO, INFRINGEMENT OF ANY COPYRIGHT, VIOLATION OF ANY PROPRIETARY RIGHT AND INVASION OF ANY PRIVACY RIGHTS. THIS OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Notices

Except as explicitly stated otherwise, legal notices shall be served on ZeeXchange's national registered agent (in the case of ZeeXchange) or to the email address you provide to ZeeXchange during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

No Warranties

THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. CUSTOMER'S USE OF AND RELIANCE THEREON ARE AT CUSTOMER'S OWN AND SOLE RISK. ZEEXCHANGE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

- THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

- THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;

- THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF OFFER, LAWFUL TO SELL, OR THAT CERTIFIED MERCHANTS WILL PERFORM AS PROMISED;

- ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

- ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF ZEEXCHANGE.

General Release

BECAUSE ZEEXCHANGE IS NOT THE SELLER IN TRANSACTIONS BETWEEN BUYERS AND CERTIFIED MERCHANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE ZEEXCHANGE (AND ITS AFFILIATES, AGENTS AND EMPLOYEES) FROM 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. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIACIVIL CODE §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 THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAYHAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY ZEEXCHANGE.

Limitation of Liability

ZEEXCHANGE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES WHETHER SUCH DAMAGES ARISE UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Product Availability and Pricing

If you're interested in a piece of jewelry that is currently on back order, call us and we can tell you when the item will be back in stock. Sometimes with the volume of orders we receive, an item can go out of stock before we're able to post notification to the site. If this happens, we will notify you personally so we can help you find another item.

Infrequently, data, including prices, may be inaccurately displayed on our site due to system or typographical errors. While we make every attempt to avoid these errors, they may occur. We reserve the right to correct any and all errors when they do occur and we do not honor inaccurate or erroneous prices. If a product's listed price is lower than its actual price, we will, at our discretion, either contact you for instructions before shipping the product or cancel the order and notify you of such cancellation. If the order has been shipped, you agree to either return the product or pay the difference between the actual and charged prices. Our prices are also subject to change without notice. We apologize for any inconvenience that this may cause. If you have any questions, please do not hesitate to contact one of our diamond and jewelry consultants at service@ZeeXchange.com

Special Orders

At ZeeXchange, our goal is to help you find the perfect piece of jewelry. If ever you are unable to find what you’re looking for, please feel free to contact us and one of our expert Diamond and Jewelry Consultants will gladly assist you. 

If you need assistance finding the perfect diamond, submit your specifications and let us do the looking for you. Diamonds are added to our inventory daily and when new diamonds matching your criteria become available, ZeeXchange will contact you.

Diamond Certificates

When you order a loose diamond, we ship it to you with the accompanying diamond grading report (also called a diamond certificate). These grading reports are lengthy, detailed documents created by diamond grading experts at one of two highly-respected diamond laboratories - making it very expensive to replace a diamond grading report. Because of this, we require each diamond grading report to be included with each returned diamond.

If you do not include both the diamond grading report and appraisal with your return, you will be charged a replacement fee.

Comparison Purchasing

To keep our prices low, we do not allow comparison purchasing. Comparison purchasing is the act of buying several items with the intent of keeping the one you like best and returning the remainder. This causes undue restocking and inventory overhead and can be very costly. To confirm the quality of a jewelry item, please call one of our expert Diamond & Jewelry Consultants and we would be happy to help you make your choice.

Information on Our Web Site

At ZeeXchange, we make every attempt to ensure that our online catalog is as accurate and complete as possible. In order to give you the opportunity to view our products in great detail, some products may appear larger or smaller than their actual size in our photographs; and since every computer monitor is set differently, color and size may vary slightly.

Our objective is to provide you with as much information and detail about your prospective purchase as possible so that you can see the beauty and shape of a particular item. In compliance with industry standards and FTC regulations, ZeeXchange states that carat total weight in all purchases may vary 0.05 carats from stated weight.

On the ZeeXchange Web site, we display the dimensions of our products based on the information received from our manufacturers. For any convex or rounded jewelry item, the width and length stated in the product description is taken by the manufacturer, prior to the rounding of the metal in the manufacturing process, which may lead to a discrepancy in any measurements taken after this process.

Also, for each item containing multiple diamonds, we list the average grade and measurement for color, clarity, and carat weight. These averages are calculated by adding all grades or measurements that comprise the inventory with regard to that particular piece of merchandise, and determining the closest mean.

Policy on Conflict Diamonds

At ZeeXchange, we only purchase diamonds through the largest and most respected suppliers who, like us, proudly adhere to and enforce the standards established by the Kimberley Process, an international system that polices the trade of diamonds to ensure they are from sources free of conflict. Learn more here: http://www.kimberleyprocess.com/home/index_en.html

Legal Notices

Under no circumstances shall ZeeXchange be liable for any indirect, special, incidental or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even if we have been advised of the possibility of such damages. If you have any questions, please do not hesitate to contact one of our diamond and jewelry consultants at service@zeexchange.com

Applicable Law and Venue

These Terms and Conditions and your use of this site will be governed by and construed in accordance with the laws of the State of California, applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only in the state and federal courts located in Los Angeles County, California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of your use of this site, any purchase from this site, or these Terms and Conditions.

Arbritation

YOU 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. ANY SUCH CONTROVERSY OR CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. THE ARBITRATION SHALL BE CONDUCTED IN LOS ANGELES, CALIFORNIA, AND JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED INTO ANY COURT HAVING JURISDICTION THEREOF. EITHER YOU OR ZEEXCHANGE MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN LOS ANGELES, CALIFORNUIA, IF NECESSARY TO PROTECT THE RIGHTS OR PROPERTY OF YOU OR ZEEXCHANGE PENDING THE COMPLETION OF ARBITRATION AND YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THESE TERMS ANDCONDITIONS.

Licenses

ZeeXchange.com grants a limited license to each participant to make personal use only of the Site and the Services in accordance with this Agreement. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Site and the Services (other than the buying and selling of items in accordance with this Agreement), making any derivative of the Site or the Services, the collection and use of participant e-mail addresses or other participant information, ratings or listings, or any data extraction or data mining whatsoever.

Copyright

If you believe that you have been defamed in some manner by the ZeeXchange Web site or your own work has been copied in a way that constitutes copyright infringement, please provide ZeeXchange's Copyright Agent the following information in writing: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest or the person defamed, along with your address, phone number, and email address; (b) a description of the defamatory material, or the copyrighted work that you believe has been infringed, and a description of where the material that you claim is defamatory or infringing your rights is located on the ZeeXchange Web site; (c) a statement by you that you have a bona fide, good faith belief that the defamatory activity has occurred or that the use by a third party of your proprietary rights is not permitted by the copyright owner or by law; and (d) a statement that the information provided is accurate and that, under penalty of perjury, you are the allegedly defamed party or the copyright owner or authorized agent to at on the copyright owner's or allegedly defamed person's behalf.

Third Party Content

ZeeXchange may provide links to Web pages and content of third parties ("Third Party Content") as a service to those interested in this information. ZeeXchange does not monitor or have any control over any Third Party Content or third party Web sites. ZeeXchange does not endorse any Third Party Content and can make no guarantee as to its accuracy or completeness. ZeeXchange does not represent or warrant the accuracy of any information contained therein, and undertakes no responsibility to update or review any Third Party Content. Users use these links and Third Party Content contained therein at their own risk.

General Provision

Entire Agreement. This Agreement and the general terms, conditions set forth on the Site, including but not limited to those set forth in the Help Pages, Privacy Policy and Legal Pages, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.

No Agency; Third-Party Beneficiary. ZeeXchange is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of ZeeXchange, its Certified Merchants, its Individual Members and you.

Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

No Waiver. ZeeXchange's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of ZeeXchange's right to subsequently enforce such provision or any other provisions of this Agreement. 

General

ZeeXchange Inc. is located at 550 S. Hill St., Los Angeles, CA 90013. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others doesn't waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through the ZeeXchange Message Center. This Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, a "writing" doesn't include an email message and a signature doesn't include an electronic signature.

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Legal Disputes.

In accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

 UPDATED August 24, 2011