Updated: April 05, 2017
- Acceptance of Rapaport Auctions Services License Agreement
By using the Rapaport Auctions Services provided and accessing the rapaportauctions.com website and/or using or accessing any Information (as defined below), you contractually agree and accept the terms of this Rapaport Auctions Services License Agreement ("Agreement").
- Rapaport Auctions Services License Agreement
This Agreement may be changed from time to time and, unless you provide written notice within three (3) business days, you agree to accept such changes as part of your contractual obligations. Such changes will be posted on the rapaportauctions.com website.
- Acceptance of Rapaport Auctions Services License Agreement
For the purpose of this Agreement:
- The term "Information" refers to any price lists, diamond lists, pricing information, news, trading information, Rapaport Auctions data, including bids, listings, results and User information, RapNet data or any other information or data provided by Rapaport; and
- The terms "Licensee" or "User" may be used interchangeably, and includes the licensee, user, individual, and/or company using the Service, and includes a Supplier or Buyer.
- The term "Rapaport" or "Licensor" when used in this Agreement includes:
- Rapaport Auctions;
- All Rapaport and/or RapNet pricing and information services
- The Rapaport Magazine and Rapaport Price Lists
- All directors, employees, agents and consultants of Rapaport, or any company which is Rapaport owned, or partially owned by Rapaport, or within the Rapaport Group of Companies;
- Martin Rapaport, and all companies owned by Martin Rapaport, and their employees, agents and consultants;
The terms "Rapaport Auctions", "Rapaport" or "Licensor" may be used interchangeably when used in this Agreement. All disclaimers of warranty and limitations of liability in this Agreement apply to all such designated companies, entities or individuals.
- The term "Rapaport Auctions" refers to the Service provided by Rapaport Diamond Corporation, a corporation incorporated in the State of New York, USA, or any of its affiliates in such worldwide locations where the Service is provided.
- The term "Service" refers to the Rapaport Auction services provided by Rapaport, including but not limited to those services available through the Website, including without limitation, Single Stone Auctions, Melee Auctions, Rough Tenders, Buy Now Sales, Added-Value Services and any other services offered by Rapaport from time to time.
- The term “Website” refers to the rapaportauctions.com website.
DESCRIPTION OF SERVICE
- Rapaport provides a cash market for the sale and purchase of diamonds by way of auction, the format of which is similar to silent auctions and tenders with viewing over a specific time and with sealed bids submitted prior to close of auction and which are not disclosed publically. The use of the Website is for the use of both registered Users and unregistered Users.
- Rapaport Auctions, however, are open only to qualified members of the diamond and jewelry trade. All participants in Rapaport Auctions must have a registered Rapaport Auctions account. All registered Users will receive a unique user login and password enabling access to the Website.
- Registered Users must fill out the registration and submit business license information with their application and agree to the applicable Rapaport Agreement/s. To participate as a Buyer in an auction, Buyers must first complete a Buyer Agreement and arrange a bid deposit of 10% of the total amount they would like to bid up to a maximum of $25,000. Upon receipt and confirmation of bid deposit, Buyers will receive a unique user login and password to access the Website.
- Rapaport does not guarantee the quality, accuracy, reliability of any Information provided, nor is the Information an appraisal or guarantee of value. All Services provided are on an as–is basis with no Rapaport guarantees or warranties. Licensee agrees that Rapaport is not responsible for any additional, consequential or other damages. Rapaport’s liability for any damages shall be strictly limited to the fees paid by the Licensee to Rapaport in the use of the Service.
ACCESS TO THE SERVICE
- Access to the Service is provided to current Licensees. Licensee must provide, at Licensee's own cost, all telephone, computer, modem and other equipment and software necessary to access and use the Service and shall be responsible for all charges necessary for such access and use.
- Licensees who wish to participate in Rapaport Auctions must complete an application request for access to the Service and shall provide to Rapaport: (i) sufficient proof to Rapaport`s reasonable satisfaction that it is a bona fide member of the diamond and jewelry trade with verifiable industry affiliation; (ii) a copy of a government issued identification document or certificate confirming and verifying that Licensee is a duly constituted company, corporation or entity according to the laws of the state or country under which it was formed or incorporated; and (iii) a government issued identification document for each of the individual users of Licensee who shall have permitted access to and use of the Service. Rapaport will not make any personal identification documents available to anyone without Licensee’s permission. Rapaport may post information about Licensees at any time for any reason.
- Rapaport reserves the right to refuse, restrict, suspend, limit or terminate any or all Services provided to any Licensee at any time for any reason. Licensees who violate any of provisions of this Agreement will be subject to having their access to the Service revoked and/or be excluded from the Service. Rapaport further reserves the right, in its sole discretion, to publish the User information of any Licensee who violates any of the terms of this Agreement or any Rapaport Agreement.
- Where access to any parts of the Service and Information is restricted for the use of password controlled and registered users only, Licensees may not disclose or share their access or password with any third party. Password use is strictly limited to the registered user. Licensees may request additional passwords from customer service in the event multiple users require access to their company data. Additional charges may apply. Said Licensees must also provide, at Licensee's own cost, all telephone, computer, modem and other equipment and software necessary to access and use the Service and shall be responsible for all charges necessary for such access and use.
- Licensees may not copy, reproduce, use, store, share, disclose or distribute Information or derivatives thereof to unauthorized third parties. Should Rapaport authorize disclosure of Information, it may be subject to additional licensing agreements.
- Licensees may not download or print any portion of the Website except for personal use (except for such permissible downloadable materials as may be expressly available for download and printed by Licensee).
- Subject to section 4.6, Licensees may not download any Information, including but not limited to, auction listings, buy listings, bids, or any other Rapaport data without the permission of Licensor and the company posting the listings.
- Licensees may not share names or contact information of any User with third parties. They may not send email broadcasts to other User.
- Licensees may not access, use, store, share or distribute any User information without the permission of the User and Licensor.
- Licensees may not use or access the Website, Information provided by the Service, and any content of the Service as provided by Rapaport, in order to create, build, develop, market or license a similar or competitive product or service with the identical, similar or comparable functionality.
- Licensees may not sell, resell, sublicense, re-license, distribute, assign or transfer in any manner, in whole or in part, this Agreement or any of Licensees rights or obligations hereunder, including without limitation, the license prescribed herein, or Information provided by the Service, or any portion or component thereof, to any third party.
- Licensees are required to fully comply with the terms of this Agreement and any additional rules, procedures or service requirements as published from time to time as circumstances require, including but not limited to, all applicable terms, conditions and procedures regarding participation in Rapaport Auctions and its Services, including, without limitation, the Rapaport Agreements.
- Subject to the terms of this Agreement, Rapaport hereby grants Licensee a limited, non-exclusive, non-transferable, non-sub licensable, revocable license, for the term of this Agreement, to use the Website, the Service and the Information exclusively by Licensee, for Licensee's own personal use and for internal purposes only.
REGULATIONS CONTROLLING DIAMONDS AUCTIONED ON THE SERVICE
- The Rapaport Agreements (Buyer & Supplier Agreements) shall govern and control the auctioning of all diamonds on the Service.
- US Patriot Act and Marange, Zimbabwe Diamonds. All participants in Rapaport auctions must comply with U.S. Patriot Act and OFAC regulations. Rapaport does not deal in diamonds from Marange, Zimbabwe or diamonds directly involved in human rights violations.
The various pricing structures and Service options available to Licensees are set out in the applicable Rapaport Agreement/s. Rapaport reserves the right to amend the pricing structure from time to time.
From time to time technical difficulties may render the Service inoperable. Rapaport does not guarantee uninterrupted service and accepts no liability for any such interruption.
LICENSEE AGREES NOT TO AND SHALL NOT PERMIT OR ASSIST ANY OTHER PARTY TO:
- Use the Service in any way that violates the laws of the United States and/or any jurisdiction in which the Licensee resides.
- Access the Service in any unauthorized manner.
- Reverse engineer or copy the computer code or the underlying logic of the pricing and trading system.
- Access the system for the purpose of copying the software, logic, look and feel, or any features of the system for use in any competitive system.
- Disturb, interfere or disrupt the Service, computer hardware or software providing the Service, including automatic downloads of queries via Licensees` computer programs and/or use or access of the Service in any manner for which it has not been designed or authorized.
- Upload, post, email, transmit or make available anything that contains computer codes, viruses, files or programs that interrupt, destroy, or limit the functionality of any computer software, hardware or other equipment.
- Attempt or obtain unauthorized access to any part of the Service or computer system.
- Transmit any program or virus through or into the computer hardware or software used or provided by the Service.
- Violate any trademark, copyright, agreement, terms of service, rules or terms and conditions associated with the Service.
- Use any Information provided by the Service, or any information and data provided by Rapaport in connection with the Service, to establish a competing diamond auction service, diamond trading and pricing or information service, or any other service offered by Rapaport. This specifically includes the use of Rapaport price information as the basis for quoting diamonds as a percentage of Rapaport Diamond Prices on competing diamond trading networks or any auction services competing with the Services. The Licensee expressly represents and warrants that none of the Licensee, its affiliates, or any of their respective directors, officers, shareholders, employees, agents, professional advisors, and other representatives shall directly or indirectly, during the term of this Agreement and for a period of twenty-four (24) months following the termination of this Agreement, establish any business, or provide any service, software, or information, including but not limited to anything identical or similar to the Information provided by the Service, including but not limited to, the Information and any components or methods of calculation relating to such Information, that is competitive with Rapaport Auctions or Rapaport or its affiliates or substantially similar thereto.
- Misrepresent or alter any Information provided by the Service.
- Provide false or misleading information including but not limited to cloaking or altering the information that identifies the source, time and location any contact made with the Service via the Internet.
- Download, print, save, copy or distribute any of the Information provided by Rapaport, except for personal use (except for such permissible downloadable materials as may be expressly available for download and printed by Licensee).
- Review, copy and/or download any Information to an Internet service or company that provides information to the diamond, gem and jewelry trade and/or competes with the Services provided by Rapaport Auctions or Rapaport.
- Review, copy or download any Information including, but not limited to, diamond prices, diamond listings, bids and other bidding information, including partial or derivative use, in any other website, auction or trading system available to third parties without permission from Rapaport.
- Without limitation, Licensee may not undertake or engage in any advertising, publicity or promotion which implies, in any way, that Licensee, its products, or its services are sold, sponsored or approved by Rapaport.
- Do any of the following with respect to the Service, and ancillary services, and the content of the Website, and Information provided by the Service, including but not limited to, its components and methods of calculation, without the express written permission of Rapaport: (i) copy; (ii) remove or alter any copyright, trademark, patent or other notices; (iii) translate, deconstruct, reverse engineer, decompile, disassemble or otherwise attempt to discern the whole or any part or component thereof; (iv) alter, modify, adapt, translate or reproduce the whole or any part or component thereof, or merge the whole or any part or component thereof with or into other software or information, or create derivative works based thereon; (v) directly or indirectly distribute or make available the whole or any part or component thereof; or (vi) take or authorize any action that could detrimentally interfere with the ownership by Rapaport or the proper workings of the whole or any part or component thereof, including but not limited to, use any robot, spider or other device or process to monitor or copy the whole or any part or component thereof, or knowingly transmit any virus or other potentially harmful device in connection with Licensee's use thereof.
- Licensee acknowledges and agrees that the Service, its software, Information provided by the Service contain proprietary and confidential information. Licensee acknowledges that the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, are owned by Rapaport, and that such is Confidential Information of Rapaport and protected by various property and intellectual property rights owned exclusively by Rapaport, including but not limited to rights arising under various U.S. federal, U.S. state and international regulations, laws and treaties, including but not limited to, Intellectual Property rights, misappropriation laws, copyrights, database rights, trademarks and/or patents. Licensee agrees not to copy, disclose, or use in any manner Information provided by or through the Service. “Intellectual Property” shall include rights in copyrights, database rights, domain names, trademarks and service marks and all goodwill associated therewith and symbolized thereby, patents, patent applications, inventions, discoveries, concepts, improvements, know-how, confidential information, trade secrets and design rights, in each case whether registered or unregistered and including all applications and rights to apply for registration, and all similar or equivalent rights.
- Licensee recognizes that all Information provided through Rapaport is copyrighted by Rapaport. Licensee agrees to respect all intellectual property rights of Rapaport. Any copyright, trademark, logo, printed material, on-line information, or price report of Rapaport may not be used in any promotion, advertising or publication without the express written permission of Rapaport.
- Licensee acknowledges and agrees that the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, together with all rights, titles and interests therein, including but not limited to all related Intellectual Property rights and all other property and proprietary rights is solely and exclusively owned by Rapaport.
- Licensee acknowledges and agrees that all such rights, titles and interests in and to the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, are valid, subsisting and enforceable, and the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, is a product of the selection, coordination, arrangement, and editing of Rapaport and its affiliates and that such efforts involve the considerable expenditure by Rapaport and its affiliates of time, effort, creativity, money and judgment.
- Licensee agrees that it shall not, directly or indirectly, do or cause to be done any act which may in any way jeopardize or adversely affect the validity or enforceability of, or otherwise infringe or misappropriate, any rights, titles and interests of Rapaport in and to the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, or any Intellectual Property and any property and proprietary rights related thereto. Licensee further agrees that it will not oppose or contest any application by Rapaport and/or any of its affiliates in connection with the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, including but not limited to, any application directed to any rights subsisting therein, in the United States or elsewhere, or any application for extension of such rights
- Each party shall treat as confidential and shall not disclose or transmit to any third party, other than an officer, director or employee of the party who needs to know such information in order for the party to enter into this contract or fulfill its obligations hereunder, any documentation or other written materials that are marked as confidential and proprietary by the providing party. All information regarding the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, no matter the form provided, including without limitation, written, electronic or orally conveyed information, is considered proprietary and Confidential Information of Rapaport. In fulfilling its confidentiality obligations, each party shall use a commercially reasonable standard of care, at least the same standard of care, which it uses to protect its own similar confidential or proprietary information. The specific terms of this Agreement shall be treated as Confidential Information. Confidential Information shall not include (i) any information that is or becomes generally available to the public or to the receiving party hereunder from sources other than the providing party (provided that the receiving party is aware of the source of such information and such source is not known to the receiving party to be subject to a confidentiality agreement or obligation with regard to such information), (ii) any information that is independently developed by the receiving party without use of or reference to information from the providing party or (iii) any information already available to or in the possession of the receiving party prior to delivery by the forwarding party, free of a confidentiality obligation. Notwithstanding the foregoing, either party may reveal Confidential Information to any regulatory agency or court of competent jurisdiction if such information to be disclosed is (a) approved in writing by the other party for such disclosure or (b) required by law, regulatory agency or court order to be disclosed by a party, provided, if permitted by law, that prior written notice of such required disclosure is given to the other party, except that prior written notice shall not be required to be provided prior to disclosure to a regulator having jurisdiction over the receiving party, and provided further that the providing party shall cooperate with the other party to limit the extent of such disclosure. With the exception of Confidential Information regarding the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service, which shall survive termination or expiration of this agreement without any period restriction, the provisions of this Section 9.6 shall survive termination or expiration of this Agreement for a period of two (2) years from disclosure by either party to the other of the last item of such Confidential Information.
- Licensee agrees upon the written request of Rapaport to promptly deliver to Rapaport all Confidential Information, together with all copies and summaries thereof in the possession or under the control of Licensee and materials generated by Licensee that includes or refers to any part of the Confidential Information without retaining a copy of any such material.
- Licensee hereby agrees and acknowledges that no license either express or implied is hereby granted to Licensee by Rapaport to use any of the Confidential Information other than as provided for in this Agreement or the terms of any Rapaport Agreement.
- Given the nature of the Confidential Information and the terms and conditions of this Agreement and the damage that would result upon unauthorized disclosure or use, the parties agree that monetary damages alone would not be a sufficient remedy for the breach or threatened breach of Section 9. In addition to all other rights and remedies, a party will be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of Section 9 without showing actual monetary damages in connection therewith, and without requiring a bond to be posted.
The Information provided is not a recommendation or suggestion of any kind to buy or sell diamonds; nor is it an appraisal, guarantee of value, warranty, valuation, or offer to buy or sell. Rapaport does not guarantee or warrant the accuracy of any information and does not guarantee that any Licensee will fulfill any obligations made on or through the Service. Any pricing provided is an estimate of value that should only be used as a general guideline for price discovery.
Diamond grading laboratories and the jewelry trade use subjective methods of analysis. Diamond grades may vary each time a diamond is submitted for re-examination and often vary from laboratory to laboratory depending on the grading standards of the laboratory and the accuracy and training of their gemologists. Online pricing and quality information provided by the Service is the result of an automated electronic response system and subject to the limitations inherent to such systems. No guarantee is made or implied as to the accuracy or validity of any information provided by the Service and/or the level of expertise of any information system or individual providing information via the Service. Rapaport prices or availability information should only be used as a general guideline for evaluating diamond prices. Rapaport prices do not replace the physical examination of a diamond by a knowledgeable appraiser who determines the quality and value of specific diamonds. Each diamond's value depends on its unique characteristics, some of which may not be included in the information on a diamond Grading Report or the information provided by the User. Rapaport prices are limited in that they reflect our opinion of the current market values based on the description and information the Licensee provides. There is no guarantee that the opinion of Rapaport and/or that the grading information provided by a laboratory or seller is accurate. Diamond pricing and diamond grading are not an exact science. While we believe that the information we provide may help you make a reasonable and rational decision when buying or selling a diamond, our information is not perfect and should be complemented with the normal due diligence that a consumer should apply when buying or selling a diamond. Diamond prices may vary significantly from seller to seller. The identity of the seller, their location and the conditions of sale can have a major impact on price. Numerous additional factors including the reputation of the seller, brand value, design of the jewelry containing the diamond, and added value services such as credit and return privileges are important components of value and also have impact on the price of a diamond. Our pricing Service does not resolve the variances in price that are attributable to the various added value propositions provided by sellers. Therefore our Information is only a guideline. The prices provided by the Service may be substantially higher or lower than actual transaction prices in the various markets. Rapaport has extensive interests in the diamond industry worldwide including diamond brokerage and auction operations, diamond grading services and online diamond trading and sales companies. In some instances diamonds submitted may be listed on our trading network as well as offered for sale by companies that buy diamonds from Rapaport associated companies that earn a commission if the diamonds are sold.
DISCLAIMER OF WARRANTIES
LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT: USE OF THE SERVICE AND INFORMATION IS AT YOUR SOLE RISK; THE SERVICE AND INFORMATION IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. RAPAPORT SHALL HAVE NO LIABILITY AND EXPRESSLY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED AND CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR MERCHANTABLE QUALITY OR THOSE ARISING BY LAW, STATUE, USAGE OF TRADE, OR COURSE OF DEALING. RAPAPORT ASSUMES NO RESPONSIBILITY TO LICENSEE, OR TO ANY THIRD PARTY FOR THE CONSEQUENCES OF ANY ERRORS OR OMISSIONS. RAPAPORT MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET LICENSEE`S REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT LICENSEE`S OWN DISCRETION AND RISK AND THE LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE LICENSEE FROM RAPAPORT OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. ANY OR ALL WARRANTY IS STRICTLY LIMITED TO THE INDIVIDUAL LICENSEE THAT HAS REGISTERED AND PAID FOR THE SERVICE. NO WARRANTY OF ANY KIND IS EXTENDED TO ANY THIRD PARTIES.
LIMITATIONS OF LIABILITY
LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT RAPAPORT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF RAPAPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OR INABILITY TO USE THE SERVICE (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR TRANSMISSIONS OR DATA (IV) STATEMENTS OF CONDUCT OF ANY THIRD PARTY AS THE RESULT OF ANY USE OF THE SERVICE (V) ANY THIRD PARTY CLAIM, SUIT, ACTION OR DEMAND ALLEGING AN INFRINGEMENT OF ANY THIRD PARTY`S PATENT(S),COPYRIGHT(S) ,OR OTHER INTELLECTUAL PROPERTY RIGHTS; AND (VI) ALL OTHER MATTERS RELATING TO THE SERVICE. RAPAPORT CAN PROVIDE THE SERVICE FOR A RELATIVELY SMALL FEE ONLY BECAUSE OF THE LIMITATIONS OF LIABILITY AND WARRANTY EXPRESSED IN THIS AGREEMENT. IN ALL INSTANCES RAPAPORT DOES NOT ASSUME ANY LIABILITY EXCEEDING THE FEE PAID BY THE LICENSEE IN THE USE OF THE SERVICE. RAPAPORT SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE RESULTING FROM ANY ERROR OR OMISSION IN THE INFORMATION PROVIDED BY RAPAPORT, THE SERVICE, OR FROM USE OF THE SERVICE EVEN IF CAUSED BY OR RESULTANT FROM THE NEGLIGENCE OR OTHER FAULT OR OMISSION (EXCEPT FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE) OF RAPAPORT. LICENSEE FURTHER AGREES THAT IN ANY EVENT RAPAPORT AND ITS DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, STATUTORY OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF MARKET SHARE, OR DAMAGE TO GOOD NAME AND REPUTATION WITH RESPECT TO ANY OF THE FOREGOING MATTERS OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGES. RAPAPORT DOES NOT GUARANTEE THE ACCURACY OF THE DIAMOND PRICING SERVICE AND GIVES FULL NOTICE THAT RAPAPORT PRICES ARE BASED ON RAPAPORT'S SUBJECTIVE OPINION OF MARKET PRICES, MARKET CONDITIONS AND THE RELATIVE VALUE OF VARIOUS TYPES, SIZES AND QUALITIES OF DIAMOND, DIAMOND GRADING, PRICING AND ANALYSIS IS NOT AN EXACT SCIENCE AND IS BASED ON THE SUBJECTIVE OPINION AND ANALYSIS OF THE PERSON PROVIDING THE INFORMATION. WE DO NOT GUARANTEE THE ACCURACY, AUTHENTICITY OR RELIABILITY OF ANY DIAMOND GRADING REPORT OR OTHER INFORMATION BEING PROVIDED TO YOU LICENSEE AGREES TO INDEMNIFY AND HOLD HARMLESS RAPAPORT AND ITS DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES OR AGENTS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEY’S FEES ARISING OUT OF, RELATED TO LICENSEE`S FAILURE TO COMPLY WITH ANY APPLICABLE LAW IN REQUESTING RAPAPORT TO PERFORM THE SERVICES UNDER THIS AGREEMENT. RAPAPORT MAY, IN ITS DISCRETION, REFUSE TO PERFORM SERVICES FOR CERTAIN LICENSEES. RAPAPORT EMPLOYEES MAY PROVIDE LICENSEES WITH PERSONALIZED INFORMATION VIA EMAIL, TELEPHONE OR IN WRITING. THIS INFORMATION IS BASED ON THE SUBJECTIVE OPINION OF THE INDIVIDUAL PROVIDING IT. WHILE WE WILL MAKE EFFORTS TO ASSURE THAT OUR EMPLOYEES, AGENTS, ASSOCIATES AND/OR CONSULTANTS ARE KNOWLEDGEABLE ABOUT DIAMONDS AND DIAMOND PRICES, WE DO NOT GUARANTEE THE ACCURACY, EXPERTISE, EXPERIENCE, BACKGROUND OR KNOWLEDGE LEVEL OF ANY PERSON PROVIDING INFORMATION. RAPAPORT SHALL NOT BE LIABLE, AND LICENSEE SHALL HAVE NO CLAIM AGAINST RAPAPORT, FOR ANY SERVICES PERFORMED FOR OR ON BEHALF OF ANY LICENSEE BY ANY THIRD PARTY, INCLUDING FOR ANY SERVICES PERFORMED BY ANY RAPAPORT APPROVED THIRD PARTY SERVICE PROVIDER.
EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. In those jurisdictions, the disallowed exclusions should be regarded as deleted and severable from this Agreement.
Notices to Licensees may be made via either Email or regular mail. The Service may also provide notices of changes to the terms and conditions or other matters by displaying such notices or links to revised terms and conditions on the Service. Notice to Rapaport may be made by registered mail to Rapaport Diamond Corporation, 1212 Avenue of Americas Suite 801, New York, NY 10036, USA.
- The term of this Agreement shall be for one (1) year (the "Term"), and shall be automatically renewable for successive one (1) year periods (the "Renewal Term"), unless terminated by either party. This Agreement will automatically terminate if the Rapaport Agreement which Licensee has with Rapaport lapses or is terminated for any reason.
- Rapaport shall have the ability to terminate this Agreement for any reason at any time.
- Upon termination of this Agreement for any reason, the licenses granted to Licensee herein shall immediately cease. Upon termination of this Agreement, Licensee shall immediately cease using the Service, its software, the Information, including but not limited to, its components and methods of calculation, as provided by the Service. Licensee may no longer access the Service, its software, the Information, including but not limited to, its components and methods of calculation, any Information provided by the Service after termination of this Agreement and Licensee shall promptly, at Licensor’s option, delete any Service, software, Information, including but not limited to, its components and methods of calculation, as provided by the Service, and all copies thereof from Licensee’s storage facilities and/or promptly return to Licensor all originals and copies thereof, along with all documentation and other confidential information provided pursuant to this License. At Licensor’s request, Licensee shall provide to Licensor written confirmation from a director or Licensee’s internal legal counsel, of compliance with this section 16.3.
- All restrictions regarding the use and distribution of the Information provided in terms of this Agreement shall survive the termination of this Agreement.
This Agreement governs the relationship between the parties and use of the Service by the Licensee and supersedes any prior agreements. This Agreement shall be governed by the laws of the State of New York, United States. The failure of Rapaport to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such rights or provisions. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in these provisions and the other provisions of this Agreement shall remain in full force and effect. Licensee agrees that regardless of any law to the contrary any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within (6) six months after such claim or cause of action arose or forever be barred. The section titles of this Agreement are for convenience only and have no legal or contractual effect.