Defined terms in this Agreement include the following: (a) "you" or "your" means you, the applicant applying to participate in the Program, and upon our acceptance of your application, the Affiliate, (b) "we" or "us" or "our" means Diamond.com. (c) "our web site" means the Diamond.com web site currently located at http://www.Diamond.com, (d) "your web site" means the World Wide Web site from which you will link to our web site, (e) "Affiliate" means a party accepted as a member of the Program, (f) "User" means a customer who links from your web site to our web site, (g) "Products" means any merchandise offered for sale by us on our web site. (h) "Affiliate Site" means an Affiliate web site that has been accepted as an Affiliate of Diamond.com and (i) "Link" or "Links" means banner advertisements, buttons, links or text links that link to the Diamond.com web site.

To begin the enrollment process in the Program, you must complete the Diamond.com Affiliate Application and accept the terms and conditions of the Agreement. Once you have accepted this Agreement, we will review your completed Affiliate Application and inform you whether or not you have been accepted as an Affiliate. We reserve the right to accept or reject Affiliates at our sole discretion. We may reject your application if we determine, at our sole discretion, that your web site is inappropriate or objectionable. Web sites that are objectionable or inappropriate include sites that:

• Promote violence, are libelous, disparaging or defamatory
• Promote illegal activities
• Promote discrimination based on age, disability, nationality, race, religion, sex or sexual orientation
• Contain little or no original content (such as sites that are 'under construction')
• Contain images that are sexually explicit, obscene, harmful or harassing
• Contain otherwise objectionable material
• Incorporate materials that infringe upon third party copyright, trademark or other intellectual property rights
• Are not accessible at the time of our application review

If we temporarily reject your application, you may not participate in the Program at this time, although you may re-apply to be an Affiliate at any time thereafter. We reserve the right, at our sole discretion, to reject an Affiliate application even after we have communicated acceptance to you, or to remove an Affiliate from the Affiliate Program at any time for any reason without notice.

When your site becomes an Affiliate Site in our Program, we will provide you with Links that will allow Users of your web site to be transported directly when they click on the Link to pages on our web site. As an Affiliate, you may display these Links on your web site subject to the terms and conditions contained in the Agreement. All links are subject to Diamond.com's approval. By accepting the terms of the Agreement, you agree that you will cooperate fully with Diamond.com to maintain such Link or Links. You further agree that (a) such Link or Links will be displayed prominently throughout your web site as you see, (b) no Link or Links will be modified, expanded or reduced in any way and (c) no Link or Links on your web site will in any way modify the look, feel and/or functionality of our web site. Diamond.com may modify links throughout the term of the Agreement. You agree to update all links within 7 days of notification of modification. We reserve the right to monitor your web site at any and at all times to make certain that you are in compliance with the terms and conditions of the Agreement. You will be held fully responsible for all content, links and activities conducted on your web site. We disclaim all liabilities related to such matters.

All orders, customer service and fulfillment of such orders will be handled by and through Diamond.com. You may not take orders, perform customer service, extend credit or deliver Products on our behalf. We will process orders from any Users directed by you through your web site, but we reserve the right to reject any orders that do not comply with any requirements that we may periodically impose at our sole discretion. We will be solely responsible for all aspects of Product order processing and fulfillment, including order entry, payment processing, shipping, cancellations, returns and related customer service. Diamond.com will be responsible for tracking the number of Products sold to Users who are directed from your web site to our web site and Diamond.com's tracking is the final confirmation of the number of Users using our web site. The form, content and frequency of the reports may vary from time to time at our sole discretion. We are not responsible for ensuring that your web site contains proper Links and/or linking to the Diamond.com web site to ensure that accurate tracking, reporting and sales accrual can occur. You are responsible for making certain that the Links between your web site and our web site are properly formatted. We reserve the right to change the prices of any or all of our Products at any time and without notice at our sole discretion. We cannot ensure that if an order is placed that any Product will be available to the User or that a stated price for a Product will be accurate. We do not honor misquoted prices. All personal information regarding the User is the sole and exclusive property of Diamond.com, and you agree not to use any such information in any way or manner whatsoever.

The commission structure of the Diamond.com Affiliate program is as follows: TEN percent (10%) on all jewelry items, excluding loose diamonds where we offer FOUR percent (4%). Commissions are a percentage calculated on net sales of diamonds, watches and fine jewelry. "Net Sales" is defined as the gross sale price of a Product, excluding amounts collected by us for sales taxes, duties, shipping, handling, gift wrapping, fraud, charge-backs, insurance, exchanges, credit card processing fees, taxes and similar charges. The Commission rates are subject to change at any time at our sole discretion.

In order for you to generate a Commission, the User must follow a link from your web site to our web site and within 60 days, purchase an item using our automated online ordering system, accept the delivery of the Product at the shipping destination, remit full payment to us and not cancel the order or return the Product to us within our 60 day return period. We reserve the right to change or modify our return policies at any time at our sole discretion, and the payment of Commission to you shall be subject to the terms of such return policy. You will not be eligible for a Commission under the following circumstances:

• The User has prevented cookies from being saved on his or her hard drive or the User cannot be tracked by our online ordering system for any reason.
• A User comes to Diamond.com through your web site but does not purchase merchandise at that time, but returns to Diamond.com at a later date via another Affiliate or partner and makes a purchase. Under these circumstances, the second Affiliate or partner will receive the credit for the ultimate purchase.
• A User comes to Diamond.com through your web site but does not make a purchase. The same User then returns more than 60 days later by entering our URL directly; you will not receive credit for that later purchase.
• A User comes to Diamond through your website but purchases using a discount code or a reference code that discounts their purchase, unless the code is provided to you directly from the Diamond affiliate managers or it's obtained from the "links" section in the CJ web site.

We will pay your Commission payments on a monthly basis for Products purchased by Users directed from your web site and for which the 60-day return period has expired. Approximately thirty days after the end of each calendar month during the term of this Agreement, we will pay you the Referral Fees due for the month (one month lead-time for verification period). All Referral Fees will be paid in United States Dollars. Payment schedule may vary during Christmas and Valentine's periods. Provisions: You have (a) met the Payment Minimum (defined below), (b) not breached any terms or conditions of the Agreement, and (c) met the conditions set forth in the Agreement. If your Commission payment is below $25 in any particular month (the "Payment Minimum"), we shall withhold such payment until the next payment period until the Payment Minimum is met or until the Agreement is terminated, whichever occurs earlier. The Payment Minimum is subject to change at any time without notice at our sole discretion.

Users who purchase Products through the Affiliate Program will be deemed to be customers of Diamond.com. Accordingly, all of our rules, policies, terms and conditions and operating procedures concerning customer orders, customer service, sales, and all other matters will apply to those Users. We may change our policies and operating procedures at any time at our sole discretion with or without notice. Products, availability of our Products and our pricing of such Products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or the price of any particular Product.

You will be solely responsible for the development, technical operation and maintenance of your web site and for all materials that appear on your web site. You shall be solely responsible for ensuring that materials posted on your web site do not violate or infringe upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights, and ensuring that materials posted on your web site are not libelous or otherwise illegal, obscene, offensive or harmful in our sole opinion. You must have express written consent to use another party's copyrighted or proprietary material. We disclaim all responsibility if you use another party's copyrighted or other proprietary material in violation of the law. Further, you will indemnify us and hold us harmless from all liability, claims, damages and expenses (including, without limitation, attorneys fees) relating to the development, operations, maintenance and contents of your web site.

The term of the Agreement shall begin upon our acceptance of your Online Application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice of termination. Notice by e-mail to your address on our records is considered sufficient notice for termination of this Agreement. If this Agreement is terminated because your web site is deemed by us to be objectionable, you shall not be eligible to receive Commission payments, even for Commissions that you earned prior to the date of your termination. If this Agreement is terminated for any other reason, then you shall be eligible to receive only those Commissions generated prior to the termination of this Agreement. Commissions earned through the termination of the Agreement shall remain payable only if the related Product orders are not canceled or returned, and otherwise as provided herein, we reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid to you.

We may modify any of the terms and conditions contained in this Agreement at any time at our sole discretion by posting a change notice or new agreement on our site or upon notice by e-mail to you at your address. Notice of any change to this Agreement delivered by e-mail to your address reflected on our records or the posting of a new agreement on our web site, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of the Commission schedule, payment procedures and Program rules. If a modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change will constitute binding acceptance by you of such change.

Each party shall act as an independent contractor and nothing set forth in the Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, without the prior written consent of Diamond.com.

Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. Neither party shall register or attempt to register any rights in the names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology of the other party. We grant you during the term of this Agreement a revocable, non-exclusive license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement, on your website solely for the purpose of creating links from your site to Diamond.com during the Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses, information or data for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Upon termination of the Engagement, you shall immediately remove our proprietary technology and other intellectual property from your website.

Diamond.com does not allow any trademark term bidding without expressed permission within any and all pay for placement, paid inclusion and other search engines. These trademark terms include but are not limited to:

• diamond.com
• diamond.com jewelry
• diamond online jewelry
• diamond.com coupon
• diamond.com discount

Any affiliates violating this policy may be terminated without notice and forfeit all outstanding and future commissions. In addition, Affiliate may not claim to be Diamond.com, Inc. in any pay-for-placement, paid inclusion or other search engines, and must clearly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated without notice and forfeit all commissions.

You may terminate this Agreement at any time by removing the Diamond.com link from your website and providing us with reasonable prior written notice. Either party may terminate this Agreement at any time, for any reason, subject to five day's prior written notice of such termination to the other party. However, all rights to payment, causes of action and any provisions, which by their terms specifically survive termination, shall survive termination of this Agreement.

We will have no liability of any sort arising from any interruptions or errors in our website. We will have no liability for any indirect, incidental, special or consequential damages or any lost revenues, data or profits arising under or with respect to the Agreement or the Program, even if we were advised or should have known of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy. Further, our aggregate liability arising under or with respect to the Agreement or the Program shall in no event exceed the total amount of Fees and Commissions paid or payable by us to you under this Agreement.

We hereby disclaim, and you hereby release us, from any and all liability for downtime or other interruptions in service regarding the links and/or our web site without limiting the foregoing. The links, the "Licensed Trademarks," are provided to you 'as is,' without any warranty of any kind. We make no warranties or representations of any kind with regard to the Program or any products, express or implied, statutory, arising by law or otherwise, including, without limitation, any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, or arising out of course of performance, course of dealing or usage of trade. We do not warrant that our web site or products will be error free, function without interruption or that any errors will be corrected. If as a matter of law we may not disclaim any warranty, the scope and duration of such warranty shall be the minimum permissible under applicable law.

Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statue, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

You hereby agree to indemnify, defend and hold Diamond.com and its affiliates, directors, officers, employees and agents, harmless from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys fees) incurred by Diamond.com as a result of a breach, or alleged breach, of any of your representations or obligations herein.

You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or competitive with your web site. You further understand that we may make available additional private offers to our affiliates at our sole discretion. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee or statement other than as set forth in the Agreement.

Partner understands that the use of unsolicited commercial e-mail ("spam") by affiliates is absolutely prohibited. Your participation in the Diamond.com affiliate program constitutes your specific and unconditional agreement to abide by this anti-spam policy. However, proper e-mail solicitation can be a valuable tool for advertising your site and your relationship with Diamond.com. The following rule represents best practices, which are permitted under this agreement: If an "opt-In" system exists for your line of business and target market, you may use it. (Opt-In systems are those where the user specifically requests to be placed on a mailing list.) Violation of this rule will result in the suspension or termination of your affiliate relationship with Diamond.com including the forfeiture of any commissions from the date of the offending e-mailing (spam).

All links from your site to our site contain a unique identifier so that every time a user comes to us via your site, you receive credit when a purchase is made. This is made possible with HTML links we create for you through a tag generator on Diamond.com's Affiliate Site.

Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

This Agreement and all attachments hereto constitute the entire agreement between the parties herein and supersede any prior oral or written understandings. This Agreement may be agreed to and executed in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

As of June 1st, 2008, if an affiliate partner is based in the State of New York or has an office(s) located within New York State, Diamond.com will only allow the affiliate partner to promote the Diamond.com brand and/or web site via the affiliate partner’s web site. The affiliate partner may not promote Diamond.com through any other marketing channel including, but not limited to:

• paid search marketing
• e-mail marketing
• lead generation
• mobile marketing
• telemarketing
• flyers

The New York State affiliate by default will initially be placed into the 10%/4% commission offer when joining the Diamond.com affiliate program. The affiliate will be offered to opt into a $0.01 CPC offer. Failing to opt into this offer may result in a suspension or termination of your affiliate relationship with Diamond.com. Any commissions generated will not be paid.

The New York State affiliate partner agrees that if they are not in the $0.01 CPC offer and at anytime generates a sale, the commission will be held and will not be paid.