1. User's Acknowledgment and Acceptance of Terms
Diamond Dealers Club, Inc. (referred to as “DDC”, "us" or "we") administers the DDC Buy/Sell WhatsApp Group and related groups, and Facebook Inc. owns and operates the WhatsApp service, (collectively referred to as this "service") subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the "Terms of Use"), as well as any other written agreement between us (or your company). In addition, when using particular services or materials on this service, users shall be subject to any posted guidelines or rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.
The DDC is not affiliated in any way with Facebook, WhatsApp, or any of its related corporations, and takes no responsibility for any of its actions.
BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THIS SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SERVICE NOW. YOUR REMEDY FOR DISSATISFACTION WITH THIS SERVICE, OR ANY PRODUCTS, SERVICES, CONTENT, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE, IS TO STOP USING THE SERVICE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS OF USE BECOMES EFFECTIVE IMMEDIATELY UPON COMMENCEMENT OF YOUR USE OF THIS SERVICE.
These Terms of Use are effective as of August 13, 2019. We reserve the right to change these Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this service and these Terms of Use periodically and to be aware of any modifications. Your continued use of this service after such modifications will constitute your acknowledgment of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.
As used in these Terms of Use, references to “DDC” shall include to the Diamond Dealers Club, Inc. and all associated companies, subsidiaries, agents, employees, officers, directors, affiliates, successors and assigns. As used in these Terms of Use, references to “DDC Social Media Group” include any DDC administered WhatsApp groups or any other groups administered by the DDC.
1a. DDC Social Media Group is a Venue
DDC Social Media Group is a venue that facilitates DDC members communications with each other . The DDC is not directly involved in any transaction between buyers and sellers (except with regard to arbitration of disputes). The DDC has no control over, and does guarantee or warrant, the quality, accuracy, legality, reliability, truth, or value of any of the listings or posts or the items listed or posted, nor does the DDC have control over, guarantee, or warrant the legal or factual ability of sellers to sell goods or services or the legal or factual ability of buyers to buy or fulfill their financial obligations.
The DDC has not examined, pre-screened, certified, or verified any items, content, or information provided by users. By using DDC Social Media Group or any related services, you agree that the DDC is a venue, and that the DDC bears no liability or responsibility for any content on DDC Social Media Group posted or communicated by a user or third party, that use of DDC Social Media Group or any DDC services or the use of DDC premises, are at your own risk and are provided AS-IS, and that the DDC has no control over, and does guarantee or warrant, the quality, accuracy, legality, reliability, truth, or value of any of the listings or posts or the items listed or posted, nor does the DDC have control over, guarantee, or warrant the legal or factual ability of sellers to sell goods or services or the legal or factual ability of buyers to buy or fulfill their financial obligations. The DDC and DDC Social Media Group cannot and do not transfer legal ownership of an item to a buyer or seller.
The DDC does guarantee or verify the identity or any personal information of any user.
In all cases, and regardless of the above paragraphs, the liability of the DDC and all of its affiliates and employees shall be limited to the membership or user fees paid to the DDC for the current year.
You authorize the Diamond Dealers Club, Inc. to charge your Credit Card for future dues for each subsequent year any time on or after January 1st of that year. You authorize the Diamond Dealers Club, Inc. to charge your Credit Card for any future additional fees, including, but not limited to, locker fees and fees for trips or trade shows.
2. Description of Services
You are solely responsible for providing, at your own expense, all equipment necessary to use the services, including a computer and modem; and your own Internet access (including payment of telephone service fees associated with such access).
We reserve the sole right to either modify or discontinue the service, including any features therein, at any time with or without notice to you. We shall not be liable to you or any third party should we exercise such right. Modifications may include, but are not limited to, changes in the pricing structure, the addition of fee-based services, or changes to limitations on allowable file sizes. Any new features that augment or enhance the then-current services on this service shall also be subject to these Terms of Use.
You understand and agree that interruptions of the services available through this service may occur as normal events. You further understand and agree that we have has no control over third party networks you may access in the course of the use of this service, and therefore, delays and disruption of other network transmissions are completely beyond our control.
You understand and agree that the services available on this service are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
3. Registration and Privacy
In order to access some of the services on this service, you will require a separate account and password, which requests certain information and data ("Registration Data") and maintaining and updating your Registration Data as required. By registering, you agree that all information provided in the Registration Data is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
You also grant us the right to disclose to third parties certain Registration Data about you. The information we obtain through your use of this service, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms of Use.
DDC Social Media Group is available only and limited to qualified wholesale and retail diamond dealers and traders, jewelers, and other types of businesses.
You warrant and represent that you and any other person who is authorize to access your account, have never been involved or a part of fraud, scam, money laundering, identity theft or any other criminal acts.
For members of the Diamond Dealers Club, it shall be the duty of each member to report via electronic mail or by certified mail return receipt requested within ten calendar days to the Managing Director, and receive acknowledgment from Managing Director, of any change of contact information (including but not limited to the member's physical address, phone number, fax number, and electronic mail address) for both their business and residence. Failure to do so may be sanctioned by the Floor Committee. To the extent allowable by law, members waive any claims of improper notice if they have not updated the Diamond Dealers Club via the above methods of a home or office address change.
4. Payment of Fees
If you subscribe to a service on this service that requires payment of a fee, you agree to pay all fees associated with such service. If are a member of the Diamond Dealers Club, you agree to pay all fees associated with membership or any other fees incurred to the Diamond Dealers Club. For all charges for services on this service and for any other fees or dues owed to the Diamond Dealers Club or our affiliates, we will bill your credit card. Recurring charges may be billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within thirty (30) days of the change.
If, for any reason, your credit card company refuses to pay the amount billed for the service, you agree that we may, at our option, suspend or terminate your subscription to the service or membership and require you to pay the overdue amount by other means acceptable to us. We may charge a fee for reinstatement of suspended or terminated accounts.
You agree that until your subscription to the service or membership is terminated, you will continue to accrue charges for which you remain responsible, even if you do not use the service or benefits of membership.
In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
5. Conduct on Service
Your use of the service is subject to all applicable laws and regulations, including Netiquette, and you are solely responsible for the contents of your communications through the service. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this service, you agree that you will not upload, share, post, or otherwise distribute or facilitate distribution of any content -- including text, communications, software, images, sounds, data, or other information -- that:
(a) Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
(b) Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
(c) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
(d) Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
(e) Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
(f) Impersonates any person or entity, including any of our employees or representatives.
We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the service. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this service. However, we and our agents have the right at their sole discretion to remove any content that, in our judgment, does not comply with these Terms of Use and any other rules of user conduct for our service, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this service infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the service may be available to you or other authorized users of the service. You shall not interfere with anyone else's use and enjoyment of the service or other similar services. Users who violate systems or network security may incur criminal or civil liability.
You agree that we may at any time, and at our sole discretion, terminate your membership without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other services, including cooperating with law enforcement authorities in investigating suspected criminal violations.
6. Third Party Services and Information
This service may link you to other services on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These services may contain information or material that some people may find inappropriate or offensive. These other services and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such services, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the service or party by us, or any warranty of any kind, either express or implied.
7. Intellectual Property Information
Copyright (c) 2019 Diamond Dealers Club, Inc. All Rights Reserved.
For purposes of these Terms of Use, "content" is defined as any information, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our service. This includes, but is in no way limited to, message boards, chat, and other original content.
By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Diamond Dealers Club, Inc. and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this service in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this service. Any unauthorized use of the materials appearing on this service may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this service will not infringe the rights of third parties. See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this service infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
The following are registered trademarks, trademarks or service marks of Diamond Dealers Club, Inc. or its Affiliates: DDC Social Media Group, DDC Merchants, DDC, Diamond Dealers Club, Diamond Dealers Club Inc., Diamond Dealers Club of New York. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Diamond Dealers Club, Inc. or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Diamond Dealers Club, Inc. or its Affiliates.
Certain of the ideas, software and processes incorporated into the DDC Social Media Group service that is available on this service are protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.
8. User's Materials
Subject to our Privacy Policy, any communication or material that you transmit to this service or to us, whether by electronic mail or other means, for any reason, will be treated as non-confidential and non-proprietary. While you retain all rights in such communications or material, you grant us and our designated licensees a non-exclusive, paid-up, perpetual, and worldwide right to copy, distribute, display, perform, publish, translate, adapt, modify, and otherwise use such material for any purpose regardless of the form or medium (now known or not currently known) in which it is used.
Please do not submit confidential or proprietary information to us unless we have mutually agreed in writing otherwise. We are also unable to accept your unsolicited ideas or proposals, so please do not submit them to us in any circumstance.
We respect the intellectual property of others, and we ask you to do the same. If you or any user of this service believes its copyright, trademark or other property rights have been infringed by a posting on this service, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed'
(b) Identification of the copyrighted work claimed to have been infringed;
(c) Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
(d) Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;
(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and
(f) A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about whom repeat claims of copyright infringement are received will be terminated.
Designated Agent for Claimed Infringement:
General Counsel for Diamond Dealers Club, Inc.
50 West 47th Street, Floor 11
New York, New York 10036
212-790-3600
www.nyddc.com
Your acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our service without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
9. Disclaimer of Warranties
ALL MATERIALS AND SERVICES ON THIS SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (a) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, (b) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (d) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE MATERIALS AND SERVICES AT THIS SERVICE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE MATERIALS OR SERVICES AT THIS SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH MATERIALS OR SERVICES.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of the service, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
Before purchasing products and services on or through this service, review our Sales Terms and Conditions, which are incorporated by reference into these Terms of Use.
Content available through this service often represents the opinions and judgments of an information provider, service user, or other person or entity not connected with Diamond Dealers Club, Inc.. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Diamond Dealers Club, Inc. spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of this service for further information, which policies are incorporated by reference into these Terms of Use.
In addition, the materials on this service may include sample or form agreements, letters or other documents, including financially or legally significant documents such as contracts and other items ("Forms"). These Forms are provided solely as examples of typical documents of their kind, and the delivery and use of Forms does not constitute legal, accounting or other professional advice. Under no circumstances will Diamond Dealers Club, Inc. or its Affiliates be liable for any loss or damages caused by your reliance on information or advice obtained through this service, including your use of any of the Forms. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, Forms or other content available on or through this service. In particular, you are urged to consult an appropriate professional licensed in your jurisdiction before using any Forms or otherwise relying on any legal, accounting, or other professional advice or information obtained on or through this service.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms of Use and your use of this service shall be limited to the amount you paid us for the services on the service during the twelve (12) month period before the act giving rise to the liability.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SERVICE OR OF ANY WEB SERVICE REFERENCED OR LINKED TO FROM THIS SERVICE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS SERVICE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Indemnification
Upon a request by us, you agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
12. Participation in Promotions
From time to time, this service may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this service. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
13. Termination of Use
You agree that we may, in our sole discretion, terminate or suspend your access to all or part of the service with or without notice and for any reason, including, without limitation, breach of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.
Upon termination or suspension, regardless of the reasons therefore, your right to use the services available on this service immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or this service. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1, 3, 5-11, 14, and 18-20 of these Terms of Use, as well as your liability for any unpaid fees, shall survive any termination.
14. Governing Law
This service (excluding any linked services) is controlled by us from our offices within the State of New York, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of New York, by accessing this service both of us agree that the statutes and laws of the State of New York , without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this service and the purchase of products and services available through this service. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue of the Superior Court of New York County and the United States District Court for the Southern District of New York with respect to such matters.
15. Notices
All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Notices to us must be sent to the attention of Customer Service at info@nyddc.com, if by e-mail, or at Diamond Dealers Club, Inc., 50 West 47th Street, Floor 11, New York, New York 10036 if by conventional mail. Notices to you may be sent either to the e-mail address supplied for your account or to the address supplied by you as part of your Registration Data. In addition, we may broadcast notices or messages through the service to inform you of changes to the service or other matters of importance, and such broadcasts shall constitute notice to you.
Any notices or communication under these Terms of Use will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by US mail, return receipt requested; (d) on the delivery date if transmitted by confirmed facsimile; or (e) on the delivery date if transmitted by confirmed e-mail.
16. Entire Agreement
These terms and conditions constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with this service is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.
17. Contact Information
Except as explicitly noted on this service, the services available through this service are offered by Diamond Dealers Club, Inc., a New York corporation, located at 50 West 47th Street, Floor 11, New York, New York 10036. Our telephone number is 212-790-3600. If you are a New York resident, you may have this same information e-mailed to you by sending a letter to the foregoing address with your e-mail address and a request for this information. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at New York State Department of State, Division of Consumer Protection, Consumer Assistance Unit, 99 Washington Avenue, Albany, New York 12231-0001, or by telephone at (518) 474-8583. If you notice that any user is violating these Terms of Use, please contact us at info@nyddc.com.
Arbitration Related By-Laws & Rules & Regulations
ARTICLE XII - ARBITRATION
Sec. 1. Any member or personal representative of a deceased member having any claim or controversy arising out of or related in any way to the diamond, precious stone or jewelry business including tort claims against another member or group of members, must file his/her complaint with the Executive Office of the Diamond Dealers Club, Inc. in writing. Every member or deceased member against whom a complaint by a member is filed, must submit to adjudication by the arbitration tribunals of the Diamond Dealers Club, Inc. A counterclaim will be permitted in the same arbitration matter. Every member must also arbitrate all claims as stated herein by or against members of any other diamond bourse which is affiliated with the World Federation of Diamond Bourses in accordance with the By-Laws and Rules of the World Federation of Diamond Bourses. No member shall prosecute or commence any suit, action or proceeding against any other member touching upon any of the matters covered by Arbitration pursuant to these By-Laws or seek any remedy in Court except to confirm an Arbitration award. A violation of this Section by a member shall result in disciplinary action against the member including suspension, expulsion and/or fine.
Sec. 2. A member's signature on his/her application for membership shall constitute a written agreement by him/her to arbitrate pursuant to CPLR 7501 any and all claims and controversies thereafter arising out of or related in any way to the diamond, precious stone or jewelry business including tort claims by or against another member or group of members and further to arbitrate all claims and controversies by or against members of a diamond bourse affiliated with the World Federation of Diamond Bourses.
Sec. 3. The Vice President of the Organization shall be ex-officio Chairman of the Board of Arbitrators and shall act as Liaison Officer between the Board of Arbitrators and the Board of Directors. He/she shall be charged with the duty of the proper functioning of the arbitration panels as herein set forth. He/she shall have the right to observe and attend arbitration hearings without taking part in their deliberations.
Sec. 4. Every member is personally responsible for all transactions with other members, whether he/she conducts business individually, as a member of a partnership or through a corporation. If a member conducts business or any transactions as a member of a partnership or through a corporation, he/she thereby submits said partnership or corporation to the jurisdiction of the Diamond Dealers Club, Inc., for all purposes, including arbitration pursuant to these By-Laws.
Sec. 5. Any questions that may arise, not specifically covered by these regulations, shall be decided by the Chairman of the Board of Arbitrators and the President of the Club including but not limited to the power to disband the arbitration panel and cause a new panel to be selected. The Board of Directors may establish rules and regulations for the conduct and processing of arbitration claims, including but not limited to rules and regulations related to acceptance of claims involving non-members, that are consistent with these By-Laws. All such rules shall be posted in a prominent place in the Club premises for at least fifteen calendar days before they are effective.
ARBITRATORS
Sec. 6. There shall be a total panel of forty eight arbitrators who are to act as the Board of Arbitrators of the Club of which twenty two shall be elected by the membership and twenty six shall be appointed by the Board of Directors. There shall be twenty four Chairmen selected from the forty eight arbitrators. The arbitrators shall designate twelve Chairmen among themselves and the Board of Directors shall designate twelve Chairmen. The term of office of each arbitrator shall be two years. The arbitrators who have served for two years after their election or appointment shall terminate their office. These arbitrators shall be again eligible for election or appointment to any office including arbitrator. In order to be elected as an arbitrator, a candidate must obtain votes equal in number to at least fifteen percent of the total number of members who vote. For this calculation each voting member shall be counted as one vote. In the event the number of arbitrators who qualify to serve after the election is less than the requisite number to be elected in a particular election, then the Board of Directors shall appoint the necessary number of arbitrators.
Sec. 7. Any vacancy that may occur in the Board of Arbitrators during an arbitrator's term of office, in any manner whatsoever, shall be filled by the Board of Directors for the unexpired term.
Sec. 8. Arbitrators elected for the first time must attend two hours of instruction on arbitration procedures under the By-Laws and the CPLR of the State of New York, conducted by the Vice President, Managing Director or General Counsel before sitting on any panel.
Sec. 9a. Following each election, the Vice President, as Chairman of the Board of Arbitrators shall select eight separate Arbitration Panels consisting of three arbitrators (of which at least one shall be a Chairman) plus at least one alternate Chairman and at least one alternate arbitrator and shall also select four separate Appeals Arbitration Panels each consisting of five Chairmen and two alternate arbitrators plus two alternate Chairmen. The Vice President may revise the panels in accordance with this Section at any time. An arbitrator or a Chairman may sit on more than one panel. The names of the arbitrators on each panel shall be available to the membership. Each regular panel shall be designated for identification purposes with a letter and each appeal panel shall be designated with a number.
Sec. 9b. Following each election, the arbitration panels from before the election shall remain for 90 days or until new panels are created and Chairmen have been appointed in accordance with Section 9a, whichever occurs first. Any panels or arbitrators that were selected to serve on a case prior to an election may remain.
Sec. 10. No member of any arbitration panel shall be held responsible in any manner, for any of his/her acts in his/her official capacity or be subject to any legal suits whatsoever for any decision or award rendered.
Sec. 11. No Arbitrator of the Organization may advertise his/her position on any business stationery or in any advertising media.
GENERAL PROCEDURE
Sec. 12. All arbitration notices and documents may be sent by the Diamond Dealers Club electronically when allowable by law. All arbitration notices and documents may be sent by the parties electronically when allowable by law and when given permission to do so by the Diamond Dealers Club.
Sec. 13. Waiver: Except the right to representation by an attorney any defect in the arbitration and any failure to follow the procedure set forth in these By-Laws and the procedures set forth in Article 75 of the CPLR of the State of New York are waived, if the litigant continues the arbitration with notice of the defect and without objection.
CLAIMS
Sec. 14. A written complaint of the aggrieved member's claim shall be signed and filed with the Executive Office together with supporting documentary proof of the claim, if any, and the arbitration filing fee established by the Board of Directors. The claimant shall also sign a demand for arbitration and such other papers requested by the Executive Office to process the claims. Once a claim for a hearing has been scheduled, filing fees may not be returned. The Panel of Arbitrators as part of their award may charge all or any part of the Arbitration filing fee to any litigant but may not refund such fee.
Sec. 14b. The arbitration filing fee shall include the regular fee as established by the Board of Directors as well as any unpaid membership dues.
Sec. 15. The Vice President and the President, shall have the right to decline, on behalf of the Organization, to entertain any claim or counterclaim brought by a member against any other member or group of members or by or against a member under the Arbitration By-Laws and rules of the World Federation of Diamond Bourses where the claim or counterclaim:
1. involves complicated statutory rights; or
2. is "forum non conveniens" in that it is burdensome or inconvenient to handle the claim in the Club; or
3. involves non-members; or
4. has been conciliated, mediated, arbitrated or litigated outside the Club and/or the parties have sought remedies elsewhere; or
5. is not in the ordinary course of commercial dealings; or
6. in the event a claim brought under WFDB By-Laws and Rules will result in extreme hardship, or will violate the Club's By-Laws.
Such determination shall permit a member to pursue his/her remedies outside the Club.
Sec. 16. Duly appointed representatives of deceased members may bring their claims against a member of the Organization for arbitration in the tribunals of the Diamond Dealers Club, Inc. However, such claims must be filed within one year from the date of the decease of said member unless an extension is granted by the Vice President in his/her discretion for good cause shown but in no event more than two years after death of the member.
Sec. 17. The arbitrators selected shall, during the course of arbitration, have the right to hear all claims and counterclaims between litigants or to sever any claims or counterclaims which in their discretion shall not be heard altogether. The Vice President shall have the authority and discretion to consolidate claims as he/she sees fit before one arbitration panel to expedite such claims. In order to be consolidated before one panel, including consolidation pursuant to this section, all counterclaims must be filed within ten business days of receipt of a claim by a litigant, except upon written consent of all of the parties.
Sec. 18. If an arbitration is pending between the parties, all disputes between said parties that may arise subsequent to the initiation of the arbitration proceeding shall be referred to the arbitrators for their determination.
Sec. 19. Claims filed in the arbitration tribunals of the Diamond Dealers Club, Inc., shall follow and be in accordance with the laws regulating the Statute of Limitations of the State of New York.
PANEL
Sec. 20. When arbitration panels are chosen for a particular case the paper containing the letter or the number representing the panel shall be folded so that no number or letter is showing. The panel of arbitrators that will sit on a particular claim shall be picked by the Managing Director out of a box that contains the folded lists of each panel in the presence of the Vice President. Any officer or director of the Club may be substituted to act in the place of any absent official. Before the panel is chosen, the papers indicating panels that were selected to serve in the three most recent three non-appeals arbitration drawings shall be removed from the box. Any individual on a panel removed from the box may still serve as a substitute as provided for in this Article. A panel shall not be removed if the arbitration on which it served took place prior to any change in the makeup of the Arbitration panels pursuant to Section 9. The picking of the panel of arbitrators from the box for each claim shall be made after a claim is made and accepted for filing. The Vice President, or the General Cousel or Managing Director if the Vice President shall so designate, shall have the authority to substitute other available arbitrators and Chairmen and alternates from remaining Club arbitrators designated on other panels where arbitrators are disqualified for cause, are recused or fail to act in any case. Arbitrators can be disqualified only for cause in the discretion of the Vice President, or the General Counsel or Managing Director if the Vice President shall so designate. An Arbitrator may also exercise the right of recusal if the Arbitrator determines in his/her sole discretion that he/she cannot fairly and faithfully act as an Arbitrator in a specific case, or if the Arbitrator will be unavailable for personal or business reasons.
Sec. 21. Three members of the Board of Arbitrators, one of who must be an arbitration Chairman, shall comprise an arbitration panel. Arbitration Chairmen may sit as Regular Arbitrators. In the event the Chairman of the panel drops out of the panel prior to decision and award and there is no other Chairman sitting on the Panel then a Regular or Alternate Arbitrator with the most senior service in the panel shall act as the Chairman. A regular Arbitrator may also act as a Chairman if none remain on the panel.
HEARING
Sec. 23. In the event that a litigant fails to appear, refuses to proceed or unduly delays the proceedings in the judgment of that panel, the arbitration panel may proceed to a determination of the matter and make a decision and award. A postponement in an arbitration hearing may be granted if both parties agree or if determined by arbitrators, General Counsel, or Vice President.
Sec. 24. The Vice President, Managing Director and General Counsel can attend any arbitration hearing and may be consulted by the Arbitrators with respect to administrative or procedural matters. The General Counsel may be additionally consulted by the Arbitrators on legal or substantive matters but may not render a vote or serve as an arbitrator.
Sec. 25. For administrative purposes, all members of the Organization who bring a claim or against whom a claim is made are required to sign a submission and agreement to arbitrate which shall be filed in the case file folder. A failure by the member to comply with this Section shall not delay the Arbitration and shall subject the non-complying member to disciplinary action by the Board of Directors which may include fines or suspension from membership.
Sec. 26. The arbitration panel, acting in each case, shall have the authority and power to:
a. Investigate the facts charged in the complaint;
b. Summon litigants and witnesses;
c. Compel production of books, documents and records essential to the facts as charged in the complaint;
d. Impose fines in the event of a refusal or failure of a party or of a witness to appear and testify or produce records as set forth herein pertinent to the cause of action;
e. Punish litigants or witnesses for contemptuous behavior during the process of a hearing, by imposing in each instance a fine up to the sum of two hundred and fifty dollars. The arbitration panel imposing such fine must be unanimous in its decision;
f. Rule upon any motions or applications concerning the case made to the panel by any claimant.
g. Determine substantive and procedural matters including statute of limitation issues concerning the claim.
Sec. 27. Hearing: The parties are entitled to be heard, to present evidence, to cross-examine witnesses and have the right to be represented by an attorney.
Sec. 28. There shall be no stenographic, electronic or mechanically taped record of the proceedings before the Arbitrators.
Sec. 29. Whenever a case is pending either in arbitration or in appeal, and arbitrators or alternates are unable to appear for any reason whatsoever, the arbitration may be continued with the remaining arbitration panel until decision and award is rendered, so long as at least two arbitrators remain.
Sec. 29b. If the Arbitrators shall determine than one or more additional hearings are required, they may set as many such hearings as are required.
DECISION
Sec. 30. The arbitration panel empowered to hear and determine any complaint may render a decision and award by majority vote. Arbitrators shall endeavor to come to a decision within twenty business days. In the event that no decision is rendered within twenty business days and no extension is granted for rendering said decision by the Vice President for a maximum of an additional ten business days, then the matter shall be directed to a new arbitration panel, selected as heretofore set forth.
Sec. 31. A copy of each decision in any arbitration matter shall be forwarded to each litigant.
Sec. 32. The Board of Directors shall be charged with the duty of taking the necessary disciplinary action to enforce such decisions.
Sec. 33. Notwithstanding the failure of a party duly notified to appear, the arbitrators may hear and determine the controversy upon the evidence produced.
Sec. 34. Whenever a case is dismissed for lack of evidence, the Chairman of the last panel handling such case, together with one other member of said panel, may decide whether or not to reopen the matter upon receipt of a letter within six months of dismissal, requesting said reopening and setting forth, in detail, the new evidence.
Sec. 35. If any member becomes disabled or deceased and has not fulfilled an outstanding decision and award, his/her estate shall be liable for such judgment.
Sec. 36. In the event of a court confirmation of an award, the party in whose favor the award is confirmed shall also be entitled to judgment against the other party or parties against whom the award was rendered for legal expenses, in a sum equal to fifteen percent of the award confirmed or fifteen hundred dollars, whichever sum is greater
Sec. 37. Upon written notification to the Managing Director or General Counsel by a member in whose favor an award was made that the member against whom the award was made has been in non-compliance for fourteen business days, such an award together with the picture of the non-complying member, shall be posted in a conspicuous place in the Club premises, and may additionally be sent to the membership via electronic mail. If any decision is properly appealed then the posting shall await the final decision on appeal.
Sec. 37a. DDC arbitration decisions shall follow New York State law regarding good faith purchasers, where applicable.
APPEALS
Sec. 38. Any litigant who shall feel aggrieved by the decision of the arbitrators acting in his/her case shall have the right to appeal the full decision and not a part of the decision to an Appeals Panel of Arbitrators.
Sec. 39. An appeal must be made, in writing, addressed to the Managing Director or General Counsel, accompanied by a fee three times the arbitration fee originally paid and filed with the Club within ten business days after a copy of the decision shall have been served upon said member. The appellant shall simultaneously, with the filing of the appeal, deposit cash, sufficient security, or a surety bond acceptable in a Court of Law, to cover the amount of the award as rendered by the arbitration panel acting in said case.
Sec. 40. An Appeals Panel of Arbitrators shall be composed of five members of the Board of Arbitrators, who have not previously acted in the case to be heard consisting of at least three Chairmen and two Regular Arbitrators together with Alternate Arbitrators. This Appeals Panel shall be chosen in accordance with the procedure set forth in Article XII, Section 20. They shall select a chairman of the panel from amongst themselves.
Sec. 41. The Appeals Panel of Arbitrators shall have the rights and powers of the original arbitration panel. The Appeals Panel of Arbitrators shall not have the right to consider any new claims by either litigant that were not raised in the original arbitration. The decision of the Appeals Panel of Arbitrators shall be final. The first panel of Arbitrators and Appeals Panel of Arbitrators shall be under no obligation to specify any findings of fact, nor set forth any new findings of fact.
Regulations:
I) Subject to the By-Laws and the Rules and Regulations of the Diamond Dealers Club, the following claims and/or transactions, in addition to those already enumerated or contemplated in the Diamond Dealers Club By-Laws, shall be subject to the exclusive jurisdiction of the Diamond Dealers Club arbitration process:
a) A transaction in which a member has sold, transferred, or delivered goods to a non-member, and the non-member has signed or otherwise agreed to an acceptable arbitra¬tion clause. Such arbitration clause shall be contained in a member’s memo or invoice, or shall be written on a member’s letterhead, or a member’s Patriot Act/AML forms, credit check forms, or customer information/customer intake forms, or on a form or agreement authored by the Diamond Dealers Club.
i) An acceptable arbitra¬tion clause under subsection (I)(a) of these Rules and Regulations shall be either:
(1) One that requires the non-member to arbitrate disputes with the member in question at the Diamond Dealers Club, either specifically for the transaction in question or more generally for trans¬actions in which the member sells, transfers or delivers goods to the non-member.
(2) One that requires the non-member to arbitrate all disputes, in which any member listed on nyddc.com/list (or any future similar list) sells, transfers or delivers goods to the non-member, at the Diamond Dealers Club.
ii) If a member who is listed on nyddc.com/list (or any future similar list) wishes to file a claim against a non-member, but it is unknown whether the non-member has ever signed or otherwise agreed to an arbitration clause binding the non-member to arbitrate under subsection (I)(a)(i)(2) of these Rules and Regulations, the DDC may send a letter, email, or other physical or electronic communication to its members, inquiring whether the non-member has ever signed or otherwise agreed to a document issued by another member containing an arbitration clause under subsection (I)(a)(i)(2) of these Rules and Regulations. Additionally, on or before October 25, 2022, the Managing Director of the Diamond Dealers Club may establish a program to incentivize members (including but not limited to discounts on arbitration filing fees) to share copies of documents and/or the names of non-members who have signed or otherwise agreed to documents they have issued containing an arbitration clause under subsection (I)(a)(i)(2) of these Rules and Regulations with the Diamond Dealers Club.
b) A transaction in which the non-member party has signed a guarantee, provided the guarantee contains an acceptable arbitration clause; and any claims or disputes between a non-member guarantor and the member guaranteed relating to or resulting from any such guarantee.
c) Where the non-member has agreed to be bound to arbitration as a condition of admission to the Diamond Dealers Club premises or to participate in a Diamond Dealers Club program, and said agreement applies to the transaction in question.
d) A transaction between parties who were, at the time of the transaction, registered users of a Diamond Dealers Club trading platform, including transactions where both parties are non-members.
II) The term “member,” as used herein, refers to a member of the Diamond Dealers Club or to a corporation or partnership to which a member belongs, owns (in whole or in part), or is employed by, and which has been bound to arbitrate all disputes with other members of the Diamond Dealers Club.. The term “non-member,” as used herein, shall mean a party who is not a member of the Diamond Dealers Club or any other bourse that is a part of the World Federation of Diamond Bourses.
III) When a non-member is a party to an arbitration, they, and the proceeding, shall be subject to all of the Rules and Regulations and By-Laws of the Diamond Dealers Club as may pertain to arbitration.