Fine Jewelry - Factory Direct Auction

Terms and Conditions Terms of Use These Terms of Use ("Agreement"), are agreed to by the Participating Client ("Company") and LiveAuctioneers LLC, 220 12th Avenue, New York, NY 10001 ("Live Auctioneers"). WHEREAS, LiveAuctioneers offers an online venue ("LiveAuctioneers Site" or the "Site") for the listing of property ("Property") by auction houses and dealers and others. WHEREAS, Company desires to participate in the listing and sale of Property and the marketing of services on LiveAuctioneers Site. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Company and LiveAuctioneers hereby agree as follows: 1. DEFINITIONS. (a) "Company" means the entity which will own Property or obtain property in consignment to be sold through the online auction format through the LiveAuctioneers Site. (b) "Consignor" means the person, entity or client with whom the Company contracts regarding Property. (c) "Credit" means a purchasable unit that allows the Company to post an auction online, one credit is equal to one sale day. (d) "LiveAuctioneers Services" means the online Internet web site service provided by LiveAuctioneers that promotes the sale of items by allowing sellers to place items up for bid, and allowing buyers to enter the amount they are willing to pay for the item. An automated bid proxy system allocates the highest bid and notifies the seller of the highest bidder, whereby the parties negotiate the final transaction (such as payment method and shipping) and complete the purchase. (e) "LiveAuctioneers Marks" mean the LiveAuctioneers domain names, trademarks, logos and other branding elements used in performance of this Agreement. (f) "LiveAuctioneers User Agreement" means the terms and conditions that all sellers (including Company) who use the LiveAuctioneers Service must agree to and follow, including but not limited to the LiveAuctioneers Privacy Policy and Credits policy, except as otherwise set forth in this Agreement. (g) "Information" means all information about the Property to be offered for sale which includes, but not limited to, text, images, written descriptions and any other information provided by Company under this Agreement, including information related to provenance, history, age, authorship, period, culture, source of origin, quality, rarity, existence of copyright or other proprietary or intellectual property rights pertaining thereto, condition/damage reports, and estimates of value and reserves. (h) "Live Auction" means an auction wherein LiveAuctioneers customers can bid either through absentee bids or real time bids through the internet using LiveAuctioneers technology on Property being auctioned on the floor of an auction house or in another such live event. (i) "Live Auction Agreement" means the terms and conditions that all sellers (including Company) who use Live Auctions must agree to and follow a copy of such agreement is attached hereto as Exhibit B. (j) "Marks" means all proprietary domain names, trademarks and logos designated by LiveAuctioneers and Company. (k) "Online Service" means the services and technology (to enable Company to inventory, promote, organize online, and sell items through the LiveAuctioneers Services) provided to Company by LiveAuctioneers or LiveAuctioneers Affiliates, including the use of Live Auctions and the tools associated with LiveAuctioneers. 2. LISTING PROPERTY FOR SALE ON LIVEAUCTIONEERS. The LiveAuctioneers Site provides a venue for Company to conduct online auctions for Property. Company agrees that LiveAuctioneers will not be a party to any consignment agreements between Company and Consignors or other third parties to obtain such Property. Company may list Property on the LiveAuctioneers Site during the term of the Agreement, subject to the participation requirements in Exhibit A of this Agreement (the "Participation Requirements"), the LiveAuctioneers User Agreement, the Live Auction Agreement and the other terms and conditions of this Agreement. Company shall be responsible for obtaining appropriate Property through its own resources, to properly authenticate and warrant Property and be responsible for Property consigned and sold in auctions on the LiveAuctioneers Site, to monitor the conduct of its Consignors for compliance with this Agreement and the LiveAuctioneers User Agreement, and to administer the pre-approved marketing of the Live Auctions by Company and by its Consignors' respective advertising and marketing plans in all media, print or electronic, mailings and otherwise. (a) Preparing Property Descriptions. Company shall prepare its Property descriptions, Company Conditions of Sale, as such term is defined in Section 3(a), and all Information contained therein accurately and in accordance with the Participation Requirements, the LiveAuctioneers User Agreement and the Live Auction Agreement. (b) Responsibility for Information. Company is solely responsible for the content of the Information it provides. Company agrees that the Information it posts on the Site or any additional Information that Company (or its licensed auctioneer) provides to prospective bidders directly with respect to Property will be accurate, complete, and not misleading. LiveAuctioneers may use information, including, but not limited to, images, text and prices realized, of lots being sold or that have been sold (the "Auction Product Information") by the Company in any online auction which such information may be incorporated into the LiveAuctioneers' database or in LiveAuctioneers' advertisements and other promotional materials. In connection therewith and in consideration of LiveAuctioneers providing the services pursuant to this Agreement, the Company hereby provides a worldwide license to LiveAuctioneers (i) to distribute, make available for retrieval, sublicense and otherwise market the Auction Product Information, (ii) use the Auction Product Information for internal purposes including development, help desk support, marketing, sales and demonstration purposes; and (iii) store the Auction Product Information for archives. LiveAuctioneers shall identify the Auction Product Information as being sold via the Company's auction house. It is understood that LiveAuctioneers shall not charge the Company for such advertising exposure. (c) Restricted Property. Company will refrain from offering or selling any Property on the Site that is prohibited by the Participation Requirements or would otherwise violate any applicable laws or regulations or subject LiveAuctioneers or its suppliers to potential liability. LiveAuctioneers may, in its sole discretion, remove any Property or any Information that LiveAuctioneers determines has been posted on the LiveAuctioneers Site in violation of this Agreement or that my expose LiveAuctioneers to potential liability or threat of litigation, and may immediately cancel the listing for such Property without prior notice to the Company or liability for such cancellation. (d) No Solicitation. Company will advise Consignors that, except for answering questions about items offered, and obtaining information to conclude a sale, there shall be no contact with buyers that are registered users of LiveAuctioneers. (e) Third Party Agreements. Company shall insure that Company's agreements with Consignors, conditions of sale, and all other third party agreements pertaining to the sale of items shall be in compliance with any applicable laws, the terms and conditions of this Agreement and the LiveAuctioneers User Agreement and the Live Auctions Agreement. 3. CONDITIONS OF SALE. (a) Conditions of Sale. Company agrees that the Information provided by Company in the online catalogue information page will contain, at a minimum, a link to the contractual terms under which Company will sell the Property to the successful bidder, as well as any additional terms required to consummate the sale (for example, shipping fee, insurance, taxes, etc.) (the "Company Conditions of Sale"). The Company Conditions of Sale will be binding upon Company and the ultimate purchaser and must include at a minimum, a warranty of the clear title and right to convey clear title, a warranty that the Property conforms to the Information. (b) No Disclaimer. Company shall not modify or disclaim the Company Conditions of Sale (or the Standard Conditions of Sale, if applicable) or any warranty provided as part of the Information in any invoice, statement or other document or oral statements Company makes. Company agrees that LiveAuctioneers will not take responsibility for the content or accuracy of any Information provided by Company, and Company has the ultimate liability to any purchaser in the event that the purchaser believes the Information was misleading, inaccurate or otherwise provides such purchaser with grounds for revision of the sale. 4. ONLINE SERVICE (a) License Grant. Subject to the terms and conditions of this Agreement, LiveAuctioneers hereby grants to Company a non-exclusive, non-transferable, royalty-free license to access and use the Online Service for Company's internal business purposes as set forth in this Agreement. (b) Security. In order to participate in the Site, Company will receive a user id and a password to list items, and may receive additional user id's or passwords in connection with online tools or customer software designed to facilitate Company's participation in the Site. Company will be responsible for any actions taken by parties who have access to these user id's and passwords, and Company agrees not to disclose the passwords to any third party. If Company discovers that any password is no longer confidential, it shall inform LiveAuctioneers immediately. Company agrees to select a single user id to use in connection with any posting or customer contacts, where that user id appropriately identifies Company, and is not misleading or confusing. 5. LIVE AUCTIONS (a) Company is required to follow its local state/country auctioneering licensing laws, or must hire a licensed auctioneer to conduct its Live Auctions who will act as Company's agent with respect to those auctions. Company will comply at all times, and will cause its licensed auctioneer to comply at all times, with the terms and conditions of this Agreement and the Live Auction Agreement attached hereto as Exhibit B, while conducting or participating in a Live Auction through the LiveAuctioneers Site. Company must provide proof of license (if required by local law) prior to the auction as well as an official business license and tax ID number. 6. TRADEMARK LICENSE (a) Trademark License. LiveAuctioneers hereby grants to Company a non-exclusive, nonsublicenseable, nontransferable, and nonassignable license to use those proprietary domain names, trademarks and logos ("Marks") designated by LiveAuctioneers in links to advertisements and promotions for Company offerings on the LiveAuctioneers Site. Company hereby grants to LiveAuctioneers a non-exclusive, nontransferable and nonassignable license to use Company's Marks on the LiveAuctioneers Site, and in links to and advertisements and promotions for the LiveAuctioneers Site. (b) Trademark Restrictions. The Mark owner may terminate the foregoing license if, in its reasonable discretion, the licensee's use of the Marks tarnishes, blurs or dilutes the quality associated with the Marks or the associated goodwill and such problems is not cured within ten (10) days written notice of breach; alternatively, instead of terminating the license in total, the owner may specify that certain pages of the licensee's website or certain promotional materials may not contain the Marks. Title to and ownership of the owner's Marks will remain with the owner. The licensee will use the Marks exactly in the form provided and in conformance with any trademark usage policies provided by the owner of the Marks. The licensee will not take any action inconsistent with the owner's ownership of the Marks, and any benefits accruing from the use of such Marks will automatically vest in the owner. The licensee will not form any combination marks with the other party's Marks. 7. LICENSE TO USE CUSTOMER DATA. Company agrees not to use or disclose any personally identifiable information of any LiveAuctioneers user that Company obtains through the LiveAuctioneers Site or through any LiveAuctioneers or LiveAuctioneers-related communication or LiveAuctioneers or LiveAuctioneers-facilitated transaction ("Customer Data") except for the purposes of completing the transaction with the Buyer and fulfilling its obligations under this Agreement. Company agrees to (i) disclose and obtain the consent of the winning bidder (the "Buyer") if Company wishes to add the Buyer to Company's customer list or make any use of the Buyer's information, and (ii) provide the Buyer with the ability to opt-out of such inclusion. So long as Company has not actively solicited or encouraged (as part of Company's Information posted on the Site) LiveAuctioneers users to register with Company, and in any registration the user is informed (x) that she is affirmatively registering with Company, and (y) what the privacy policies of Company are with respect to that user's information, then such information will not be deemed "Customer Data" under this Agreement. Company agrees not to target (nor to encourage or facilitate the targeting by any third party of) LiveAuctioneers users for any promotion or activity of Company or any third party. Company agrees not to spider the LiveAuctioneers Site or otherwise collect User information for any purpose without the express written permission of LiveAuctioneers. 8. EXCLUSIVITY. This Agreement is non-exclusive. 9. Fees-For Live Auctions. (a) To LiveAuctioneers. Company will purchase Credits from LiveAuctioneers which will be good for one auction. Purchasing of Credits will take place on the LiveAuctioneers website and (x) are purchased in advance (y) are non-refundable and (z) non-transferable between accounts. If the Company would like to buy Credits at a different service level the Company must first use all remaining Credits. LiveAuctioneers' current fee schedule for Live Auctions is posted at www.liveauctioneers.com. (b) Buyer's Premium Fee. Company may in its sole discretion charge the Buyer a higher buyer's premium online if the Company is utilizing Platinum or Platinum Plus Credits, as defined in Exhibit C. (c) All Credits will be paid in full at the time of order and check-out at LiveAuctioneers' website by either credit card, PayPal or electronic check. (d) Right to Change Fees. LiveAuctioneers reserves the right to change the fees with thirty (30) days written notice to Company. For purposes of this Agreement email notification shall be deemed "in writing". (e) Taxes. Company will be liable for collecting any sales, use, value added tax (VAT), ad valorum, import, excise or other tax which may be imposed by the taxing authorities at Company's location for the sale of Property. Company agrees to be fully responsible for, and indemnify and hold LiveAuctioneers harmless from any such taxes and duties. 10. CONFIDENTIAL INFORMATION. "Confidential Information" is defined as any confidential or proprietary information of and its suppliers (including without limitation, the terms of this Agreement, the various policies referred to herein, including but not limited to the Participation Requirements), and any other material disclosed to Company by LiveAuctioneers in a writing marked "confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and is subsequently reduced to a writing marked "confidential" and delivered to Company within thirty (30) days of disclosure. Company will hold LiveAuctioneers' Confidential Information in confidence and will not disclose such Confidential Information to third parties nor use LiveAuctioneers' Confidential Information for any purpose other than as required to perform under this Agreement. Such restrictions will not apply to Confidential Information which (a) is already known by Company, (b) becomes, through no act or fault of the recipient, publicly known, (c) is received by Company from a third party without a restriction on disclosure or use, or (d) is independently developed by Company without reference to the Confidential Information. The Company may disclose Confidential Information, which is required to be disclosed by a court or government agency to such court or agency. 11. PUBLICITY. Company will not issue any press release nor make any similar public statement regarding this Agreement, the activities contemplated under this Agreement, LiveAuctioneers, or the LiveAuctioneers Site without LiveAuctioneers' prior written approval and prior coordination with LiveAuctioneers' public relations department. Company agrees to reasonably cooperate with LiveAuctioneers' public relations department in various LiveAuctioneers related activities. 12. REPRESENTATIONS, WARRANTIES AND COVENANTS (a) Power and Authority. Company represents and warrants that: (i) Company has the right, power and authority to place consigned Property for sale and to enter into this Agreement and to perform all of its obligations hereunder; (ii) that such Property is, and, until sold, shall remain free and clear of all liens, encumbrances or claims of third parties of every kind or nature whatsoever; (iii) good title to such Property will pass to the buyer upon sale; and (iv) there are no restrictions on LiveAuctioneers' right to reproduce photographs of such Property. (b) Power to Bind Third Parties. Company represents that it has all necessary rights and powers to act on behalf of, and to contractually bind, any third party on whose behalf Company submits an item listing or other Information. (c) No Conflict. Company represents that entering into and performing this Agreement will not conflict with or constitute a breach of any other agreement, arrangement or obligation to which Company is now, or later becomes, a party. (d) Third Party Performance. Company guarantees that the performance of any third party, which Company uses to supply any Property, Information, or fulfill any aspect of a related sale or service, will comply with the terms of this Agreement. (e) Representations and Warranties Regarding Property. Upon the posting of any Property for sale on the LiveAuctioneers Site, Company represents and warrants that there is no reason to believe that the Property is not authentic or is counterfeit; and that, if applicable, the Property has been lawfully imported into the jurisdiction in which it is currently located, and has been lawfully and permanently exported as required by the laws of any country (including any laws or regulations applicable in the European Union) in which it was located previously, and that required declarations upon the export and import of the Property have been or will be properly made and any duties and taxes on the export and import of the Property have been or will be paid prior to the transfer of the Property to the purchaser. (f) Representations and Warranties Regarding Intellectual Property. Company represents and warrants that the posting and/or sale of the Property and/or the Information will not violate the intellectual property rights of any third party, including, without limitation, any trademark, trade dress, trade secret, patent, copyright, or right of publicity rights. (g) Additional Company Representations, Warranties and Covenants. In addition to any other covenants and agreements set forth in this Agreement, Company and its licensed auctioneer will: (i) Refrain from (a) targeting LiveAuctioneers users to solicit such users for any activity outside of the scope of consummating the transactions on the LiveAuctioneers Site as set forth in this Agreement; (b) using any information derived from Company's participation on the LiveAuctioneers Site for any purpose other than in connection with such participation; and (c) disclosing or providing such information thereof to any third party. (ii) Refrain from manipulating or attempting to manipulate the sale price of any Property by any means, including but not limited to bidding on, or instructing others to bid on, any Property offered by Company. (iii) Comply with the guidelines provided by LiveAuctioneers to Company and participate on the LiveAuctioneers Site in an ethical, fair, reasonable, and nondiscriminatory manner and in compliance with all applicable laws. (iv) Refrain from interfering with the operation of LiveAuctioneers' Site or with any activity being conducted on the LiveAuctioneers Site, through any device, software, virus or other means. (v) Refrain from (a) interfering with any contractual relationship between LiveAuctioneers and any other Company, and (b) inducing third parties to terminate their participation on the Site at any time, including without limitation, in the event that Company terminates its own participation on the LiveAuctioneers Site. (vi) Company also hereby represents and warrants that it and its licensed auctioneer will comply with all applicable laws, regulations, rules, ordinances and orders regarding accepting bids over the Internet. 13. NO WARRANTY. COMPANY ACKNOWLEDGES AND AGREES THAT THE LIVEAUCTIONEERS SITE, THE ONLINE SERVICE, THE LIVEAUCTIONEERS SERVICES, LIVE AUCTIONS AND ANY OTHER SERVICES PROVIDED BY LIVEAUCTIONEERS OR LIVEAUCTIONEERS AFFILIATES UNDER THIS AGREEMENT ARE PROVIDED "AS IS", WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THAT LIVEAUCTIOENERS DOES NOT REPRESENT OR WARRANT THAT THE LIVE AUCTIONS, THE LIVEAUCTIONEERS SITE OR SERVICES WILL MEET COMPANY'S REQUIREMENTS OR THAT THE OPERATION OF THE LIVE AUCTION, THE LIVEAUCTIONEERS SITE OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. 14. LIMITATION OF LIABILITY. (a) The Company agrees and acknowledges that LiveAuctioneers and its agents act only as a passive conduit for the dissemination and publication of the Content and assumes no liability for such Content and that LiveAuctioneers and its agents have no control over the identity, quality, or ability of buyers to buy items and assumes no liability because of a buyer's rescission of a bid or purchase. (b) In no event will LiveAuctioneers or its officers, directors, employees, agents, or suppliers be liable under this Agreement to the Company or any third party for any indirect, special, incidental, punitive or consequential damages (such as damages for loss of goodwill, work stoppage, computer failure, delays in training, or malfunction, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if the Company has been informed of the possibility thereof. (c) The total amount of LiveAuctioneers' liability for any loss, cost, claim or damages or any kind arising out of or related to this Agreement shall in no event exceed the amount of the fees paid by the Company to LiveAuctioneers during the twelve (12) months prior to the event giving rise to such loss, cost, claim or damages. (d) LiveAuctioneers reserves the right, in its sole discretion and without prejudice to its other remedies, to remove the Content or withdraw any items sold by the Company from LiveAuctioneers.com if LiveAuctioneers determines that the Content or any item up for bid is not accurately described or if LiveAuctioneers determines that any of the Content or any item submitted for online bidding will violate any law or regulation or subjects the Company to potential liability. 15. INDEMNIFICATION. Company agrees to defend, hold harmless, and indemnify LiveAuctioneers and its agents, owners, and employees, and any Buyer of any Property offered for sale by Company via the LiveAuctioneers Site or a Live Auction, against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees for counsel of our choice, including in house counsel) arising out of, relating to, or resulting from any and all claims: (i) of ownership or right to possession of any of the Property offered or sold by Company or; (ii) of any alleged breach by Company or its licensed auctioneer of any covenant, obligation, representation or warranty set forth in this Agreement, including, without limitation, the representations in Paragraph 12(f); (iii) of any rescission claim made by any Buyer; (iv) against the Client by any Buyer resulting from the negligence or misuse of the live bidding technology or (v) in connection with the Information that Company provides. The foregoing indemnity shall apply regardless of whether the entity asserting the claim, action, damage, etc. is ultimately able to substantiate said claim, action, damage, etc.. 16. INSURANCE. Company agrees to maintain over the term of this Agreement insurance in the amounts and types necessary and reasonable in the industry. Such insurance shall cover all items listed on the LiveAuctioneers Site and be in an amount necessary to cover any possible rescission of a sale. 17. AMENDMENT AND MODIFICATION. From time to time during the term of the Agreement, LiveAuctioneers may amend the Agreement (including any incorporated document) by posting the amended terms on the LiveAuctioneers Site, e-mailing notice of the amendment to Company, or otherwise communicating such amendment to Company. Each amendment will be effective thirty (30) days after it is initially posted on the LiveAuctioneers Site, emailed to Company, or otherwise communicated to Company. 18. Link Policy When selling on LiveAuctioneers you may not include: (i) Links or URL's to websites or pages that offer to trade, sell, or purchase goods or provide services outside of LiveAuctioneers; (ii)Links or other connections to live chat systems; (iii)Links to videos hosted on other websites without consent of LiveAuctioneers; (iv)Links to subscribe to non-LiveAuctioneers newsletters or mailing lists; (v)Links to websites or pages that host material deemed to be inappropriate for general audiences; 19. MISCELLANEOUS (a) Governing Law and Language. This Agreement will be governed and constructed in accordance with the laws of the State of New York as applied to agreements entered into in New York and performed by New York residents. All parties agree to submit to personal jurisdiction in New York and further agree that any cause of action arising or a judgment rendered in accordance with the foregoing under this Agreement may be brought in a court in the New York County, New York. In the event the preceding provision is unenforceable in accordance with a nation's laws with respect to venue or otherwise, then the parties hereby agree that any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, will be settled by arbitration in New York, New York, United States of America, in accordance with the UNCITRAL Arbitration Rules in effect on the Effective Date applying the laws of the State of New York. This Agreement has been negotiated and executed in the English language and the rules of construction and definitions of the English language will be applied in interpreting this Agreement. All other translations interpreting this Agreement will be null and void. Unless otherwise specifically required hereunder, all notices and other communications required of permitted under this Agreement will be written in the English language. (b) Severability; Headings. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. (c) Assignment. Company will not assign or transfer this Agreement, or any of its rights and obligations hereunder without LiveAuctioneers' prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. (d) Force Majeure. Except as otherwise provided, if performance hereunder (other than payment) is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a party, the party so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such prevention, restriction or interference. (e) Independent Contractors. The parties are independent contractors, and no-agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this agreement. (f) Notice. Any notices hereunder will be given to the appropriate party at the address specified above or at such other address as the party will specify in writing. Notice will be deemed given: upon personal delivery; if sent by fax, upon confirmation of receipt; if sent by a reputable overnight courier with tracking capabilities, upon confirmation of delivery by the courier; if by mail, then three (3) days after deposit of certified mail; and if provided by LiveAuctioneers under Section 15, upon posting on the Site or e-mailing notice to Company. Notice to LiveAuctioneers should include a copy sent to "General Counsel". (g) Entire Agreement; Waiver. This Agreement, including the LiveAuctioneers User Agreement and all exhibits and other documents incorporated by reference (including, without limitation, the Participation Requirements and the Rules), sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of the Agreement. In the event of an inconsistency between the LiveAuctioneers User Agreement and any other document which is part of this Agreement, the terms of this Agreement will govern. This Agreement may only be modified or amended according to its terms, or by a writing signed by authorized representative of both parties. The waiver of a breach of any provisions of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. (h) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. (i) Sale Removal. Sales that have been posted and that have bids registered against them can not be removed unless the sale is completely canceled at the Auction venue, however the sale date can be rescheduled and the credit redeemed for that sale if posted again. (j) Bid Execution. The Company will execute all live and absentee bids generated by LiveAuctioneers during the auction. Any Company not executing live or absentee bids generated by LiveAuctioneers will be at risk of having their auction canceled. Internet bidders will have the same opportunities to participate as floor bidders and will have Conditions of Sale that are fair for both floor and internet bidders. All approved bidders by the Company must be able to bid on any item listed without restriction. (j) Verification / Binding Effect. In order to be eligible to use Live Auctions, Company must first submit documentation to LiveAuctioneers demonstrating that it has followed local auctioneer license laws or has hired a licensed auctioneer in good standing to conduct the auctions, as stated in Section 5 of this Agreement. This documentation must be submitted via facsimile prior to the first auction to: Attn: Support at (212) 947- 0184 and must include proof of license (if required by local law), an official business license and tax ID number. LiveAuctioneers LLC: Company: By: By: Name: Name: Title: Title: EXHIBIT A Participation Requirements The following participation requirements document lists some of the requirements and guidelines (the "Participation Requirements") with which Company must comply in order to participate on the LiveAuctioneers Site and Live Auctions, and is incorporated by reference into the Agreement between Company and LiveAuctioneers. (a) Linking Back. (i) Conditions of Sale. The Information that Company posts about the Property on the catalogue information page needs to refer to the Company Conditions of Sale, as defined in the Section 3(a) of the Agreement. (ii) Auctions and Retail. Company shall not link from the Information to any online listing services, nor may Company promote other online listing services or auctions (whether offered by yourself or third parties) from the Information. Company may not provide links to any sites offering the same merchandise for the same or lower price than that included in the information, or to any sites offering merchandise prohibited on LiveAuctioneers. Company may not provide links to any retail site from Company's "View Item" page on LiveAuctioneers. (b) Prohibited Items. Company agrees not to offer any Property on the LiveAuctioneers Site or through a Live Auction if the offering or sale of such Property violates any policy set forth in the Agreement, any applicable laws or regulations, or that may subject Company, LiveAuctioneers, or the buyer to potential liability. Company will be responsible for determining whether the offering or selling of Property may violate applicable laws or regulations. Without limiting the foregoing, Company agrees not to offer (a) any product of a plant or animal species that is protected as endangered or threatened under applicable national or local law; (b) pornographic or obscene material; (c) perishable Property; (d) Property that is prohibited for sale under applicable "foreign asset control" or "economic sanction" restrictions and regulations; (e) Property of Information that may infringe upon or violate any third party's intellectual property rights, including, without limitation, copyright, patent, trademark, trade secret, moral right, proprietary rights or rights of publicity or privacy, or contain obscenity, pornography or be otherwise inflammatory; (f) any other Property or Information that LiveAuctioneers deems, in its sole discretion, to be inappropriate or offensive. (c) Deletion of Listing. LiveAuctioneers may remove the listing without any notice to the Company for any Property if, in LiveAuctioneers' sole discretion (i) there is doubt as to the accuracy of the Information, (ii) Company has breached or is about to breach any provision of the Agreement, the LiveAuctioneers User Agreement, the Participation Requirements or rules, whether because of such listing or otherwise, (iii) there is doubt as to title or, the right to pass clear title, to the Property, or (iv) such listing may expose LiveAuctioneers to potential liability or the threat of litigation. Removal of property pursuant to this section shall be grounds for us to immediately terminate this Agreement. (g) Removal of Company Information. LiveAuctioneers reserves the right to take any action, from modification to removal of Information as LiveAuctioneers deems necessary or appropriate if, in LiveAuctioneers' absolute discretion, the publication of the Information (i) may create liability for Company and/or LiveAuctioneers, or may cause LiveAuctioneers to lose (in whole or part) the services of LiveAuctioneers' Internet business partners; (ii) infringes upon or violates third party's intellectual property rights or rights of publicity or privacy; (iii) violates any law, statute, ordinance or regulation; (iv) is defamatory, libelous, illegally threatening or harassing; (v) contains obscenity, pornography or is otherwise inflammatory; (vi) contains a virus or other damaging programming, or (vii) in anyway violates this Agreement or the LiveAuctioneers User Agreement. (i) Updating Information. Company may add additional Information to the Property description posted on the Site so long as such additions are immaterial to the value of the Property. 2. CUSTOMER SUPPORT AND INTERACTION (a) Response. Company agrees to provide prompt and courteous support to users of the LiveAuctioneers Site, and to strive to respond to users' inquiries within twenty-four (24) hours. Exhibit B Live Auction Agreement THE FOLLOWING DESCRIBES THE TERMS ON WHICH LIVEAUCTIONEERS OFFERS COMPANY ACCESS TO LIVE AUCTIONS. LiveAuctioneers may amend this Live Auction Agreement at any time by providing the Company with written notice of such amendment. Except as stated below, all amended terms shall be effective within thirty (30) days of notice to Company. 1. LiveAuctioneers is Only a Venue. 1.1 Services. LiveAuctioneers is not a certified Auction House and therefore does not conduct the Live Auctions. The Live Auction allows Company to list items in Live Auctions run by certified auctioneers. LiveAuctioneers is solely a passive conduit to facilitate communication between Company and Buyers. LiveAuctioneers reserves the right in its sole discretion to change some or all of its services at any time. 1.2 Control. LiveAuctioneers has no control over the identity, quality or the ability of buyers to buy items. Nor does LiveAuctioneers guarantee that a Buyer will actually complete a transaction. 1.3 Placement. Placement of catalog/item listings and links are at the discretion of LiveAuctioneers. LiveAuctioneers reserves the right not to list catalog/item listings and links on its homepage as it sees fit. 2. Listing terms for a Live Auction. In addition to the requirements set forth in Sections 2 & 3 of the Agreement and the Participation Requirements set forth in Exhibit A, Company agrees to the additional terms for Live Auction listings: Company must comply with the requirements set forth in the Agreement for listing Property on the LiveAuctioneers Site, including but not limited to, as such statement is defined in 2(c) restricted property, section 2(a) property descriptions, 2(b) responsibility for information and 3 conditions of sale. All Conditions of Sale must be fair for both floor and internet bidders. Company will disclose expected bid increments in the catalog listing. Notwithstanding the foregoing, the Company may deviate from those bid increments during the Live Auction event. 3. Shill Bidding (bidding by a Live Auctioneers client or their representative(s) on items listed for auction by that client to artificially inflate prices) is strictly prohibited by Live Auctioneers. Violations of this policy may result in a range of actions, including: (a) Catalog listing cancellation; (b) forfeiture of fees paid to Live Auctioneers (c) referral to Law Enforcement 4. Bidding, Buying and Conditions of Sale. Company is required to post the terms and conditions listed above in accordance with the Agreement and to maintain the terms Throughout the auction period and for three months thereafter. Company agrees to be bound by its posted bidding terms and conditions of sale. If Company acts as an auctioneer, it has the final determination with respect to the bidding on Property, the sale of the item and the resolution of disputes between bidders. Company agrees to treat online and floor bidders fairly and in accordance with the Agreement and the Live Auction Agreement. Company shall be responsible and indemnify and hold LiveAuctioneers harmless for the actions of the auctioneer including but not limited to the acceptance of bids and the translation of bids. 5. Computer Terminals. Company agrees to provide, at its own cost a computer terminal with a high speed internet connection and a representative to monitor only LiveAuctioneers' online bidding console and communicate bids for online bidders at each Live Auction. Company agrees to have a back up computer terminal and internet connection in the event of technical difficulties. 6. Video and Audio. LiveAuctioneers will offer Company access to audio and video for the purpose of offering web casts. Company may choose to use those services at their sole discretion for a per day fee plus equipment rental fee. Company must agree to pay all fees due to audio and video broadcasting above and beyond the regular per auction Credit. If the Client utilizes Audio/Video services, the Client may not have any signage, logos, telephone numbers, website addresses or other promotion in the video. Only the name and/or logo of Client will be allowed. The Company reserves the right to monitor the video and at its discretion stop video if the Company deems there is abuse of it. 7. No Guarantee. LiveAuctioneers does not guarantee that Live Auction technology, the LiveAuctioneers Site or any related services will meet Company's requirements or be uninterrupted or error-free. LiveAuctioneers does not guarantee real-time performance of any service or that LiveAuctioneers will execute all absentee bids. Exhibit C Gold, Platinum and Platinum Plus THE FOLLOWING WEBSITE DESCRIBES SERVICES INCLUDED IN GOLD, PLATINUM AND PLATINUM PLUS http://www.liveauctioneers.com/auctioneersetup/platform.html

Is an exclusive document produced for auction sales for Hot Jewelry Auctions consigned jewelry supplied by its assigned manufacturers. This certificate is delivered as added assurance to the Authenticity and materials used in the manufacturing of your jewelry.

California Sales Tax 9.75%