ChronoGrid Terms of Use

Dated: September 8, 2025

1. Introduction

1.1. You, Us, and this Document. This document relates to the use of the ChronoGrid platform, application, products, and services that we make available (collectively, the "Service"). The Service allows you to, among other things, list, search for, sell, buy, and discuss timepieces. The Service is provided to you by us, ChronoLabs Inc., a California corporation ("we," "us," or "our"). Your use of the Service is subject to this document, and other documents, guidelines, or rules that we may implement and update from time to time (collectively, these "Terms").

1.2. Accepting This Document. Please read these Terms carefully and make sure you understand it. If you do not understand these Terms, or if you do not wish to accept these Terms, or any part of it, then you may not use the Service.

1.3. Preliminary Notice about Disputes. NOTICE REGARDING DISPUTE RESOLUTION. These Terms contain provisions about how claims between you and us are resolved, including an agreement and obligation to arbitrate disputes, which, with limited exceptions, requires you to submit claims you may have against us to binding arbitration. This means that, subject to the arbitration clauses below, you will only be permitted to pursue any claims against us on an individual basis, and not as part of any class or representative action or proceeding, and you will only be permitted to seek relief on an individual basis.

1.4. Your Information. Our Privacy Statement explains how we treat your personal data. You should make sure to read and fully understand the Privacy Statement before using the Service. We may change the Privacy Statement (and our use of your personal data) from time to time in our discretion.

2. Who Can Use the Service?

2.1. Age Requirement. You must be at least 18 years old to use the Service.

2.2. Businesses. If you are using the Service on behalf of a business entity or other organization, you must have the authority to enter into these Terms on behalf of the entity or organization, and you represent that the entity or organization accepts these Terms.

2.3. No Use Where Prohibited By Law. Use of the Service is not permitted where prohibited by law. Without limiting the generality of the foregoing, the Service may not be used in any country that is subject to U.S. embargo, or a country that has been designated by the U.S. as a "terrorist supporting" country, or any other place where use hereof is prohibited by applicable law. Furthermore, the Service may not be used by any person that is on a United States list of prohibited or restricted parties. The Service is also limited to persons who meet Anti-Money Laundering and Counter-Terrorism Financing customer due diligence requirements, and other due diligence requirements as we may implement and apply from time to time in our discretion.

3. Accounts and Authorization

3.1. Accounts. You may need to create an account on the Service (an "Account") to use the Service to the fullest extent. All information you provide to us when creating an Account must be accurate, and you must update it when that information changes. You cannot use another person's Account. You are responsible for maintaining the security of your own Account (e.g., by safeguarding your password) and you are responsible for any activities occurring on your Account. You must let us know immediately if you learn of any breach of the security of your Account.

3.2. Authorization. Your permission to use the Service is subject to our discretion, as well as these Terms, and we can terminate your permission to use the Service at any time and for any reason. You may not use, or attempt to use, the Service after we have terminated your permission, though the provisions of these Terms will continue to otherwise be in effect.

3.3. Only One Account. You may not create or control more than one account for you or any business that you represent without our express authorization in each instance. Without limiting the generality of the foregoing, you may not create an account using a name that is not your own or your business's name, use a temporary email address or phone number, or provide any other false information.

4. Use of and Content on the Service

4.1. Content. The Service contains a wide range of content, including photographs, videos, audio, graphics, photos, text, brands, software, and other materials, which may be provided by you, us, or third-parties (collectively, "Content"). Content is the responsibility of the person who submits the Content to the Service, and we are under no responsibility to any person to host or distribute any Content. We have the right to refuse to accept, remove, or disable access to any Content for any or no reason in our sole discretion, with or without notice to any person.

4.2. Business Use Only. The Service is only for persons and companies in the timepiece and jewelry industry and is not for use by any individuals for personal use. You can only use the Service for the purposes for which it is being provided for your own internal business purposes, and otherwise in accordance with these Terms. Using the Service does not give you ownership over, or any rights to, any Content on the Service or available through the Service.

4.3. Further Limitations on Use. Your use of the Service and any of Your Content on the Service and any Merchandise (defined below) you sell or attempt to sell on the Service is subject to the following restrictions:

• 4.3.1. You may not access, copy, modify, publish, transmit, distribute, sell, make derivative works of, broadcast, license, or otherwise use any part of the Service or any Content except as is explicitly permitted in these Terms.
• 4.3.2. You may not use the Service in any way that is a violation of any applicable laws, in any way that may make us liable in any way, or in any way that would cause harm to any other person.
• 4.3.3. You may not circumvent, disable, interfere with, of fraudulently use the Service (or attempt to do any of these things), including any security features of the Service or technical limitations of the Service that may, among other things, prevent or restrict copying or other use of Content or limit the use of the Service. In general, you may not use any automated means to download, monitor, or use Content or the Service.
• 4.3.4. You may not collect any information from the Service that may be used to identify any person, nor may you use the Service to stalk or harass anyone.
• 4.3.5. You may not use the Service in connection with any viruses or other content that interrupts, destroys, limits, or monitors any systems.
• 4.3.6. You may not reverse engineer the Service.
• 4.3.7. You may not use the Service for any unsolicited promotional or commercial content, or to engage in any form of mass solicitation, whether wanted or unwanted.
• 4.3.8. You may not misuse any reporting, flagging, complaint, dispute, or other features or processes of or relating to the Service.
• 4.3.9. You may not run any contests on or through the Service.

4.4. Your Content. If you upload, submit, stream, or otherwise make available (collectively, "upload") any content on or through the Service, including any communications you may send through the Service, and your profile information (collectively, "Your Content"), you are entirely responsible for Your Content and you will be solely responsible for all the consequences of uploading Your Content. You hereby expressly authorize us to monitor, record and log your use of the Service, including, without limitation, your purchases, sales, posts, messages, actions, and interactions with and on the Service. We may use both manual and automated systems that review and analyze Your Content and your use of the Service to ensure that it complies with these Terms.

4.5. Requirements for Your Content and Your Merchandise. In addition to the general limitation on use detailed above, you must comply with all of the following in connection with all of Your Content and Your Merchandise (defined below):

• 4.5.1. You must own or have the necessary licenses, permissions, rights, and consents to use Your Content and to upload Your Content to the Service. Without limiting the foregoing, you must have explicit consent from each person who is identifiable in Your Content to appear in Your Content. You must own or have the necessarily licenses, permissions, rights, and consents to sell Your Merchandise on the Service.
• 4.5.2. You may not upload any content, or sell or attempt to sell any Merchandise (defined below) that violates the rights of any other person, whether it be their copyrights, trademark rights, trade secret rights, privacy rights, publicity rights, or any other rights.
• 4.5.3. You may not upload any content, or sell or attempt to sell any Merchandise, that is obscene, vulgar, pornographic, illegal, unlawful, defamatory, fraudulent, harassing, abusive, threatening, hateful, inflammatory, or otherwise deemed inappropriate in our discretion.
• 4.5.4. You may not upload any content, or sell or attempt to sell any Merchandise, that promotes or depicts illegal activities, promotes or depicts physical harm or injury, or promotes or depicts cruelty to animals.
• 4.5.5. You must comply with any other rules or provisions as we may set forth in our upload rules, community guidelines, or other limitations posted on the Service, as we may create and update from time to time.

4.6. License to Us. You retain your rights in Your Content, though, in order for us to make use of Your Content on the Service, we require that you give us certain rights. Accordingly, by uploading Your Content to the Service, you are granting us a world-wide, non-exclusive, royalty-free, sub-licensable, transferable license to use Your Content (including the rights to reproduce, distribute, create derivative works, display, and perform) in connection with the Service and our business and the business of our affiliates, including for the purposes of promoting the Service. Without limiting the breadth of the foregoing license, you acknowledge and understand that we may modify Your Content for the purposes of conforming it to the standards of the Service (including subjecting it to, for instance, resizing, watermarks, encoding, previews, bitrate, audio-visual corrections and other quality issues) or otherwise editing it for use on the Service. You understand and agree that we may monetize Your Content on the Service (including by displaying ads with or in Your Content or charging a fee for accessing Your Content), but nothing in these Terms alone entitles you to any payments if we do so. We may also use Your Content as part of or to train artificial intelligence platforms, large language model platforms, or other generative AI technologies or services. If you make any suggestions to us about improving the Service or adding new features to the Service, you are assigning to us the right to use your suggestions without any compensation to you.

4.7. License to Other Users. As part of uploading Your Content to the Service for other users to access, you are granting each other user of the Service a worldwide, non-exclusive, royalty-free license to access Your Content through the Service, and to use Your Content, including to reproduce, distribute, download, prepare derivative works, display, and perform Your Content, only as enabled by the technological features of the Service. However, nothing herein gives other users a right to make use of Your Content outside of the Service as available on the Service.

4.8. Length of License. With respect to each piece of Your Content, the above licenses to us and other users is in effect from when you upload such piece of Your Content to the Service, and lasts until some commercially reasonable time after you remove or delete Your Content from the Service. You agree that, even if you remove or delete Your Content from the Service, we may retain a copy of Your Content, though we will not publicly display, perform, or distribute the removed or deleted content (except as may be explicitly otherwise described herein). You have the right to remove Your Content from the Service at any time, subject to other provisions in these Terms.

4.9. Other Content on Service. You understand and acknowledge that, when using the Service, you will be exposed to Content from a variety of sources including content uploaded to the Service by other users, services, and parties through automated or other means (collectively, "Third Party Content") and that we do not control and are not responsible for any Third Party Content. You understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or otherwise objectionable and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect thereto. We claim no ownership or control over Third Party Content. Third parties retain all rights to Third Party Content and they are responsible for protecting their rights as appropriate. You understand and acknowledge that we assume no responsibility whatsoever for monitoring events or other activities on or through the Service. If at any time we choose, in our sole discretion, to monitor the same, we assume no responsibility for the same, have no obligation to take action on them, and assume no responsibility for the conduct of third-parties or their services or products. Without limiting further express disclaimers herein, we provide no representation or warranty regarding the accuracy or timeliness of any Content on the Service.

4.10. Documentation. We may require you to provide reasonable documentation from time to time to prove your compliance with the provisions of the Terms. For instance, we may require that you provide documents proving your ownership over Your Content, or that you have a license to upload Your Content to the Service, or that you otherwise comply with our requirements for use of the Service (e.g., having a seller's permit). The acceptance of any such documents by us will be subject to our sole and absolute discretion. If you fail to provide these documents within such time as we may require or we do not accept the documents in our discretion, then, without limitation of any of our other rights under these Terms, we reserve the right to withhold any payments from you, remove Your Content from the Service, terminate your access to the Service, or take such other action as we deem desirable.

4.11. Termination of Authorization to Use Service. Your authorization to use the Service is terminable by us at will for any reason and in our sole discretion, with or without prior notice. Upon termination we may: (i) block your IP addresses or otherwise terminate your access to or use of the Service, (ii) remove and/or delete any of Your Content (defined below) or your Account, or (iii) take any other such action as we deem reasonable in our sole discretion. You agree not to use or attempt to use the Service after said termination. Upon termination, the grant of your right to use the Service shall terminate, but all other portions of these Terms shall survive. You acknowledge that we are not responsible to you or any third party for the termination of your authorization to use the Service.

4.12. Further Limitations. In addition to the terms set forth herein, your use of the Service shall be limited by the rules, features, and technical limitations of the Service, which may change from time to time in our sole discretion. You may not attempt to use the Service in any manner in which the Service is not intended and permitted to be used. You may only use the Service consistent with these Terms and any and all agreements under which the Service is provided to you (including, for example, the agreements for the application stores from which you obtained our application, and the terms and conditions for any payment processor used by us). You assume sole responsibility for obtaining any additional or related hardware or software required for use of the Service.

5. Payments, Memberships, Subscriptions, and Fees.

5.1. Generally. Occasionally, to the extent we chose to make it available, we may require you to make payments in order to access the Service or certain Content, whether that be on a subscription, membership, or other type of basis. We may set the prices for any of these in our discretion and change them in our discretion, including the terms for payments and the basis for access to Service or the Content. The provisions of this Section 5 relate only to purchases made from or payments made to us in connection with the receipt of the Service from us and does NOT cover any other purchases made on or through the Service. Any purchases of merchandise from or through the Service are governed by Section 6 hereof.

5.2. Forms of Payment. You may be required to provide us, or our payment processors, partners, or affiliates, with certain information to allow us or them to process and authorize your payments. All information you provide must be accurate and must be your information.

5.3. Our Rights. We reserve the right to refuse, cancel, or terminate your purchases from us in our discretion, including, without limitation, in case of product or service unavailability or errors. We may also choose, in our discretion, to issue non-monetary penalties against you or your Account in the event of chargebacks or refunds, including by limiting your ability to make further purchases. In the event of a chargeback, refund request, or any other dispute, we may also, in our discretion, terminate your Account and your access to any Content on the Service.

5.4. Subscriptions. All memberships and subscriptions automatically renew upon expiration, unless you cancel your membership or subscription before the end of the then current membership or subscription period. You acknowledge and agree that we (or our payment processors, partners, or affiliates) may charge the payment method on file for these renewals.

5.5. Refunds. Due to the nature of the Service, being in particular a digital service, we only issue refunds on a case-by-case basis in our discretion, and only when there is a provable issue with the Content that you have received. Refunds are not available for any Content that you have already accessed. For Content that you have not accessed, you must submit a refund request within 14 days of your purchase. You must make sure that your order is correct before making a purchase, and we are not responsible for your errors and do not make refunds because of your errors. We are also not responsible for, and will make no refunds for, technical issues with your device, internet connection, or any other system or matter outside of our direct control.

6. Purchase and Sale of Merchandise Through the Service

6.1. General Description of Marketplace. The Service acts primarily as a marketplace for the sale and purchase of timepieces and other merchandise (collectively, "Merchandise"). As used herein, the sellers of particular Merchandise are referred to herein as "Sellers." As used here, the purchasers or potential purchasers of particular Merchandise are referred to as "Purchasers." Any Merchandise that you list to sell on the Service is referred to as "Your Merchandise." Any agreement between a Seller and a Purchaser for the sale and purchase of Merchandise is referred to herein as a "Transaction." You may be deemed either a Seller or a Purchaser in connection with any particular Transaction. Any party to a Transaction or a potential Transaction is referred to herein as a "Participant."

6.2. Transaction Rules and Code of Conduct. Any and all Transactions on the Service must be in compliance with our Trading Rules and Code of Conduct (the "Rules"), which follow these Terms. The Rules may change from time to time in our discretion.

6.3. We Are Not Parties to Transactions. Though we may facilitate a Transaction through allowing parties, from time to time and in our discretion, to list Merchandise on the Service, make proposals and communicate about Merchandise on the Service, and process payments, we are NOT parties to Transactions and are not responsible for any Transaction. Each Participant is solely responsible for their respective obligations under each Transaction. This means that you and the other users or persons with whom you engage in a Transaction are the only persons responsible for the Transaction, including your decisions to engage in the Transaction, your decision to list Merchandise for sale, or offer to buy Merchandise, and anything arising from a Transaction. We are only responsible for helping facilitate Sellers finding Purchasers, and Purchasers finding Merchandise to buy from Sellers, and, if applicable, for facilitating payments between Participants. We are NOT responsible for ensuring the delivery of any Merchandise or for the delivery of any payment for any Merchandise.

6.4. We Do Not Investigate Participants, Transactions, or Merchandise. The Service is for professionals in the industry who have the ability to investigate potential transactions themselves, and who are not relying in any manner on us to provide any investigation of any Purchaser, Seller, Transaction, or Merchandise. We have no obligation to interview or investigate any Participant, or to perform any background check or credit check on any Participant. We have no obligation to monitor, supervise, direct, or control any Participant or Transaction. The use of the Service to engage in a Transaction or potential Transaction does not make us a party to the Transaction, nor does it constitute us as an employer, placement agency, representative, or agent of any person in connection with such Transaction or proposed Transaction.

6.5. Compliance With Law. Each Participant is solely responsible for ensuring that a Transaction complies with all applicable laws, including, without limitation, California and United States law, regardless of whether a Participant is subject to the jurisdiction of California and the United States. Without limiting the generality of the foregoing, you may not sell or attempt to sell any Merchandise that is in violation of law, including, without limitation, any items which are stolen, not owned by you, or any items that are counterfeits, knockoffs, replicas, or imitations, or any items that are unsafe.

6.6. Further Disclaimers. Without limiting the generality of any of any other provision of these Terms, you acknowledge that we are not a party to any interactions or disputes between you and any other person you interact with on or through the Service, including as part of a Transaction. And while we may, in our discretion, help facilitate the resolution of a dispute in connection with any Transaction or undo certain transactions on our Service, we have no control over and do not make any covenant, representation, or warranty as to (i) the existence, quality, safety, or legality of any goods or services listed by users on the Service; (ii) the truth or accuracy of any profile, posting, listing or any other Content; (iii) the ability of Participants to sell or pay for goods or services; (iv) that Participants will actually complete a Transaction, or (v) the integrity, responsibility, or actions of any users of the Service.

6.7. User Interactions. We reserve the right to remove any person's listing on the Service for any reason or no reason, at any time, with or without notice. When interacting with other users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you do not know. NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. WE AND OUR AFFILIATES WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR OF ENGAGING IN ANY TRANSACTION. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. WE MAKE NO WARRANTY OR GUARANTEE THAT ANY MERCHANDISE OR SERVICES PROVIDED BY ANY PERSON WILL MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF SUCH MERCHANDISE OR SERVICES, NOR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT MADE AVAILABLE BY USERS ON OR THROUGH THE SERVICE.

6.8. Your Merchandise. You must properly categorize Your Merchandise in accordance with the categories set forth on the Service and provide any further information as requested by us on the Service. You represent and warrant that all information you include with the submission of Your Merchandise are true and correct. Without limiting the generality of anything else herein, in the event that we determine that any of Your Content or Your Merchandise does not satisfy our requirements, we may disable or limit your Account and/or Your Content. You represent and warrant that you have the necessary ownership, licenses, permissions, rights, and consents to submit Your Merchandise for sale on or through the Service, and for any and all other uses contemplated by the Service and these Terms. You are entirely responsible for any of Your Merchandise that you submit for sale on or through the Service and any and all consequences of submitting them to the Service. We may revise listings to supplement, remove, or correct information.

7. General Provisions on Use of the Service.

7.1. No Reverse Engineering. You are not permitted to decompile, disassemble, reverse compile, reverse assemble, reverse translate, or otherwise reverse engineer the Service, use any similar means to discover the source code of the Service or to discover any trade secrets or other intellectual property in or on the Service.

7.2. No Exporting. You agree not to export or re-export, directly or indirectly (including via remote access) the Service or other information or materials provided to you from us to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. It shall be your responsibility to comply with the latest United States or any other relevant jurisdiction's export regulations, and you shall defend and indemnify us in accordance with the terms hereof for your breach of these provisions. In the event that these Terms are required to be registered with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

7.3. Service Updates. You acknowledge that from time to time the Service (including any applications through which you may access the Service) may automatically check for and install updates on your device. You agree and accept that the Service may make updates without your confirmation or consent. Any updates to the Service will be deemed part of the Service. However, we have no obligation to provide you with any updates to the Service (nor does any third-party).

8. Your Information and Privacy.

8.1. Privacy Policy. Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service. Please make sure to read and understand the Privacy Policy, including any updates as we may make to it in our discretion. By using our Service, you understand, acknowledge, and agree that we may access, use, preserve, and disclose your information if required to do so by law or in a good faith belief that such access, use, preservation, or disclosure is reasonably desirable or necessary for us, and not prohibited by law.

8.2. Collection and Use of Technical Data. You acknowledge that we may collect and use technical data and related information, including but not limited to technical information about your device, system and software, and peripherals, that is gathered periodically to facilitate the provision of updates to the Service.

9. Intellectual Property Claims.

9.1. Respect Third Party Intellectual Property. We respect the intellectual property rights of others. This means that you cannot use the Service in connection with the infringement of any person's copyrights, trademarks, or other intellectual or proprietary property or rights.

9.2. Repeat Infringer Policy. We maintain a policy with regards to users that are deemed to be repeat infringers of intellectual property rights. Though we may take other factors into consideration in our discretion, for any user whose Content or Merchandise we receive three good-faith and effective complaints within any contiguous six-month period, such user's use of the Service will be terminated.

9.3. Digital Millennium Copyright Act. Though we are not subject to United States law, we voluntarily comply with the notice and take-down procedures of the Digital Millennium Copyright Act codified in Section 512(c)(2) of Title 17 of the United States Code. Takedown notices and counter-notices sent in accordance with the Copyright Act may be emailed to [email protected], or sent to Legal Department, ChronoLabs Inc., 650 S. Hill Street, Suite 318, Los Angeles, California 90014, or faxed to 323-948-8107.

10. Modification of These Terms.

10.1. General. We may amend or restate these Terms at any time by posting such amended or restated Terms on the Service. Though we may provide other notice to you about such amendments or restatements, we are under no requirement to do so. You understand and agree that if you continue to use the Service after such an amendment or restatement, such use will constitute your acceptance of the amendment or restatement, whether or not you have actually read the amendment or restatement.

11. Other Legal Terms

11.1. Indemnification. To the fullest extent of the law, you hereby accept for full responsibility for, and shall indemnify us, hold us harmless and, to the extent demanded, defend us for any and all damages or threatened, pending, or completed action, suit, proceeding, or other dispute resolution mechanism, as well as for any hearing, inquiry, or investigation that we believe may lead to any action, suit, proceeding, or dispute resolution mechanism, whether civil, criminal, administrative, investigative, or otherwise by reason of, connected to, or arising in part or in whole out of your use of the Service, Your Merchandise, or Your Content (including, without limitation, if it violates the intellectual property rights of any person), or your breach of these Terms. Without limiting the generality of the foregoing, you must indemnify us against any and all expenses, losses, claims, damages, or liabilities, joint or several, including, without limitation, attorneys', investigative, legal, court, and other out-of-pocket obligations, costs, or fees, and the costs of being a witness, incurred as a result of any of the foregoing. Your obligations under this paragraph will survive these Terms and your use of the Service.

11.2. Warranty Disclaimer. OTHER THAN AS EXPRESSLY STATED IN THESE TERMS OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND WE DO NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE OR ANY MERCHANDISE. FOR EXAMPLE, WE DO NOT MAKE ANY WARRANTY ABOUT THE CONTENT, ANY MERCHANDISE, THE SPECIFIC FEATURES OF THE SERVICE, OR THE ACCURACY, RELIABILITY, OR AVAILABILITY OF ANY PART OF THE SERVICE OR CONTENT OR MERCHANDISE, THE ABILITY OF THE SERVICE OR MERCHANDISE TO MEET YOUR NEEDS OR EXPECTATIONS, OR THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE.

11.3. Limitation of Liability. EXCEPT AS REQUIRED BY APPLICABLE LAW, WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICE, INCLUDING ANY CLAIMS FOR LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS. WITHOUT LIMITATION OF THE FOREGOING, WE ARE NOT LIABLE FOR ANY DAMAGES ARISING FROM (a) ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR OR ANY OTHER PERSON'S USE OF THE SERVICE; (c) UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE; (d) INTERRUPTION OR CESSATION OF THE SERVICE, OR ANY PART THEREOF; (e) VIRUSES OR MALICIOUS CODE TRANSMITTED THROUGH OR IN CONNECTION WITH THE SERVICE BY ANY THIRD PARTY; (f) ANY CONTENT, WHETHER SUBMITTED BY ANY USER (INCLUDING YOURSELF) OR BY US; OR (g) THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT. THESE PROVISIONS APPLY REGARDLESS OF THE FORM OF THE CLAIM, INCLUDING WHETHER IT IS ASSERTED ON THE BASIS OF WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

11.4. Maximum Liability. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF YOUR DISSATISFACTION WITH THE SERVICE OF ANY OTHER GRIEVANCE SHALL BE LIMITED TO THE TERMINATION OF YOUR USE OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO US IN CONNECTION WITH YOUR USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE DATE THAT YOU GIVE NOTICE IN WRITING OF YOUR CLAIMS; AND (B) USD $500.

11.5. Release. In the event that you have a dispute with one of more other users or any third parties (including, without limitation, a Purchaser or Seller), you hereby release us from claims, demands and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service, except to the extent arising from our willful misconduct. If you are a California resident, you hereby waive any and all rights or remedies available under and the provisions themselves of California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party." You also waive any other analogous right you may have under an analogous statute of any other applicable jurisdiction. In entering into the foregoing releases, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of these releases to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

11.6. Acknowledgement of Risk. Although we undertake efforts to prevent the Service from being used for any fraudulent purposes, you acknowledge and understand that you engage in any transaction on the Service at your own risk and that we are not in any manner responsible for any damages you suffer as a result thereof. Without limiting the foregoing, you hereby acknowledge and understand that you solely bear the risk of participating in a Transaction, and you release us for the same.

11.7. Third-Party Links. The Service may give access to or contain links to third-party websites, services, or applications that are not owned or controlled by us. We have no control over, and assume no responsibility for, such websites, services, or applications. You must take care when leaving the Service or accessing third-party websites, services, or applications on or through the Service as we have no responsibility for or to you in connection with your use or access of the same. We suggest you read the terms and privacy policy of each third-party website, service, or application that you visit or use.

11.8. Our Affiliates. All of the above provisions shall be deemed to apply to the benefit of our parent companies, subsidiaries, directors, officers, employees, agents, designees, contractors, affiliates, insurers, attorneys, successors, and assigns.

12. Disputes.

12.1. General Law and Jurisdiction. Subject to the arbitration provisions below, to the maximum extent permitted by law, these Terms as well as any claim, cause of action, or dispute that may arise between you and us, are governed by the laws of California without regard to conflict of law provisions. YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF THE COURTS IN LOS ANGELES, CALIFORNIA FOR ANY DISPUTE BETWEEN YOU AND US. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT WE ARE REQUIRED TO BRING ANY ACTION AGAINST YOU FROM OR IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, SUCH ACTION MAY BE BROUGHT IN THE JURISDICTION AND VENUE IN WHICH THE INDEMNIFICATION CLAIM ARISES.

12.2. Arbitration. Any controversies, disputes, actions, causes of action or other claims between you and us arising out of or relating to these Terms, or the breach, termination, or validity hereof or your use of the Service (a "Controversy") shall be finally settled by binding arbitration before a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures (modified only as herein expressly provided). The arbitrator shall be experienced with regard to disputes of the type for which arbitration is being sought. The arbitration shall be before one arbitrator mutually agreed upon by the parties. The parties agree that the arbitration will be held in Los Angeles, California, or in such other place as the parties may mutually agree upon. The arbitration will be held in accordance with and subject to the substantive laws of California. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The decision of the arbitrator on the points in dispute with respect to such Controversy will be final, non-appealable, and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this clause has been included to rapidly and inexpensively resolve any Controversy, and that this clause shall be grounds for dismissal of any court action commenced by any party arising out of or relating to these Terms or the breach, termination, or validity hereof; provided that nothing in this subsection nor these Terms shall limit any party's right to bring (i) post-arbitration actions seeking to enforce an arbitration award, (ii) actions seeking injunctive or other similar relief in the event of the breach or threatened breach of any of the provisions of this Agreement, or (iii) a claim for indemnification by us against you in the jurisdiction and venue from which such indemnification claim arises. The language used in the arbitration proceedings will be English.

12.3. Jury Waiver. YOU HEREBY AGREE THAT AS PART OF THE CONSIDERATION HEREOF, YOU ARE HEREBY WAIVING ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY FOR ANY CONTROVERSY. THIS PROVISION SHALL BE ENFORCEABLE EVEN IN THE CASE THAT THE ARBITRATION PROVISIONS OR ANY OTHER PROVISIONS OF THESE TERMS ARE WAIVED.

12.4. Attorneys' Fees and Costs. In any Controversy, the prevailing party shall be entitled to recover from the other party, in addition to any other relief awarded, the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by the prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.

12.5. Class Waiver. YOU AGREE THAT YOU MAY BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

13. General Terms.

13.1. Merger. These Terms and any documents as may be referenced or incorporated herein, as they may be amended or restated in accordance with the above provisions, constitute the entire agreement between you and us and supersede all prior agreements between you and us.

13.2. No Waiver. Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right.

13.3. Severance. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid and unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

13.4. Third-Parties. Except as explicitly set forth herein, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

13.5. Assignment. These Terms are not assignable, transferable or sub-licensable by you except with our prior written consent, but may be assigned or transferred by us without restriction.

13.6. Notices. You agree that we may provide you with notices by e-mail (to the email address associated with your Account) or via posting to the Service, in addition to any other method that may be reasonably calculated to give you notice.

13.7. Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the term "including" is illustrative and not limitative. If these Terms or any other documents between you and us are translated and executed in any language other than English and there is any conflict as between the translation and the English version, the English version shall control.

ChronoGrid Transaction Rules and Code of Conduct

Please carefully review these ChronoGrid Transaction Rules and Code of Conduct (collectively, "Rules"), which applies to any and all activities on the ChronoGrid Service, including any transactions. Any capitalized terms used herein that are not defined herein have the definition as set forth in the ChronoGrid Terms of Use (the "Terms"), and these Rules are subject to the Terms.

1. Follow the Law and Be Ethical

1.1. ChronoGrid intends to be an honest, fair, safe, secure, and efficient platform to assist businesses to trade in timepieces and other jewelry and merchandise. All users and members of ChronoGrid must ensure that they comply with these Rules so that ChronoGrid can stay honest, fair, safe, secure, and efficient for everyone.

1.2. All members must ensure that they comply with all applicable federal, state, and local laws, including any international treaties. All members must also comply with any foreign laws that may be applicable to any Transaction. ChronoGrid is based in California, in the United States, so all members must also ensure that they comply with any and all laws that apply to ChronoGrid and its operations in California and the United States.

1.3. The timepiece industry is based on trust and ethics at a level higher than legal standards, and all ChronoGrid members must maintain these high ethical standards in all their dealings on and through the Service. Members must conduct themselves with integrity, and comply with all ethical standards. ChronoGrid management may require that members comply with certain ethical considerations upon demand.

1.4. In addition to ensuring that members comply with the highest ethical and legal standards on the platform, ChronoGrid requires that its members act with the highest ethical and legal standards in all their business dealings, even if off the platform. Accordingly, should ChronoGrid determine that a member has not satisfied these requirements in connection with transactions taking place even entirely off the platform, ChronoGrid reserves the right to take action on the platform, including up to terminating a member from the Service.

1.5. All decisions, and enforcement of those decisions, based on these Rules and the Terms, are at the ultimate and sole discretion of ChronoGrid management.

2. Transaction Obligations

2.1. In short, any rules that apply to any transactions in the real world also apply to Transactions on ChronoGrid. You must engage in business on the platform honestly and in good faith. You must do your part to ensure that business on Chronogrid is safe, secure, and trusted.

2.2. Sellers must fully disclose all information about their merchandise that is likely to affect the value of the merchandise at resale. You may not make any misrepresentation about merchandise, and you may not withhold any material or substantive information about merchandise. All information about your merchandise must be complete, accurate, and up to date, and all such information must be correctly input into the platform in the appropriate fields. Anything that may potentially have a significant impact on the value of your merchandise must be disclosed in your listing.

2.3. You must provide a full disclosure to purchasers if your merchandise is subject to legal restrictions in the purchaser's home jurisdiction. All diamonds must be legal for sale in the United States.

2.4. Location of merchandise and shipping terms must be fully and accurately listed.

2.5. All agreements and transactions between members on ChronoGrid are binding. This is not limited to transactions completed formally through the platform, but in the event of any agreement via oral communication, telephone, email, fax, online, written contract, or messengers. If both parties to a transaction use the word "Mazal," the transaction is completed and cannot be undone. If there is a gross or obvious error, members should agree to void the transaction.

2.6. Any bait and switch listings or false advertisements will be met with discipline and potential termination from the platform. Without limitation, this means that if you list a lower priced item and tell buyer that the item is out of stock and they should buy a higher priced item instead, then you will face discipline.

2.7. In the same vein, you should not make an enquiry about purchasing an item if you have no actual interest in the purchase.

2.8. Your listings must be up to date and contain relevant availability information. You should update your listings at least once a week, though daily and more frequent updates are recommended.

2.9. All prices must be for the specific item and location being listed, and may not include additional, hidden, or bundled conditions. Without limiting the generality of the foregoing, the purchase of one item cannot be conditioned upon the purchase of any other item or service, nor may there be any other conditions upon closing a transaction.

2.10. All members must fully honor their financial obligations in a timely manner. All members must notify ChronoGrid management if they are unable to fully and timely honor their financial obligations, or if they are seeking protection under bankruptcy laws or other similar protections.

2.11. Parties to a transaction are encouraged to examine the merchandise before transferring funds.

2.12. Any merchandise provided on memorandum must be returned in a timely manner.

2.13. Any complaints about other members may be made to ChronoGrid management at [email protected]. Complaints will be handles in the sole discretion of management.

3. Specific Listing Requirements

3.1. Members may not list, buy, or sell merchandise on ChronoGrid that they know, or have reason to know, are sourced from or through violations of human rights, terrorist financing, or money laundering, or from persons or entities that are subject to US sanctions.

3.2. All diamonds are assumed to be natural untreated diamonds. If diamonds are not natural and untreated, sellers must explicitly disclose the status of the diamond on the listing.

3.3. You may not sell, attempt to sell, buy, or attempt to buy, any merchandise that is in violation of law, including, without limitation, any items which are stolen, not owned by you, or any items that are counterfeits, knockoffs, replicas, or imitations, or any items that are unsafe.

4. Additional Miscellaneous Rules

4.1. ChronoGrid reserves the right to publicly disclose the identity of any ChronoGrid member that ChronoGrid reasonably suspects has violated these Rules or the Terms, or has otherwise engaged in a violation of ethical considerations. Without limiting the generality of the foregoing, ChronoGrid may provide information to governmental agencies, law enforcement agencies, and/or trade organizations if it has a reasonable suspicion that a member has acted in violation of applicable law.

4.2. ChronoGrid takes no responsibility whatsoever for the contents of ratings, reviews, and/or comments made by members, whether displayed on the Service or otherwise. Any disputes as to any such ratings, reviews, or comments are between the respective parties, and not ChronoGrid.

4.3. You should use caution and good judgment at all times when engaging in any rating, review, or comment, as making defamatory statements may open you to legal liability, and even true statements may result in severe repercussions for all involved.

4.4. All reviews or ratings of any other members on the Service must be honest, fair, and factual based on direct business between the relevant parties.

4.5. Remember that the member who receives your review or rating may see your name and contact information.

4.6. Any abuse or misuse of the ratings or review systems will result in termination or other discipline. Without limiting the generality of the foregoing, any and all forms of feedback extortion, manipulation, and discrimination and prohibited.

5. Be Professional.

5.1. Be professional. Any unprofessional conduct anywhere on or in connection with the Service is discouraged, and may result in termination or other discipline.