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サービス規約
RapNet Diamond Trading Network- Member
License Agreement
-Updated December 29, 2016
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1
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General
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1.1
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Acceptance of RapNet - Member License Agreement
By using the RapNet services provided and accessing the RapNet website and/or
any Information (as defined below) from any Rapaport source,
including but not limited to The Rapaport Price Lists, Rapaport Diamond Report,
Diamonds.net or Rapaport.com, you contractually agree and accept the terms of is this Member License Agreement (“Agreement”)
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1.2
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RapNet Member License Agreement
The RapNet Member License Agreement incorporates and includes this document as well
as the Rapaport Privacy Policy and RapNet Trading Rules & Code of Conduct, which form an integral and inseparable
part of this Agreement
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1.3
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Changes
This Agreement may be changed from time to time and, unless you provide written
notice within 3 business days, you agree to accept such changes as part of your
contractual obligations. Such changes will be posted on the RapNet website, www.rapnet.com
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2
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Definitions
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2.1
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The term “Rapaport” or “Licensor” when used in this Agreement includes:
- All Rapaport and/or RapNet Diamond Trading Network Services;
- All Rapaport and RapNet pricing and information services including information;
- All employees, agents and consultants of Rapaport or any company which is Rapaport
owned, or partially owned by Rapaport;
- Martin Rapaport and all companies owned by Martin Rapaport and their employees,
agents and consultants;
- All disclaimers of warranty and limitations of liability in this agreement apply
to Rapaport.
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2.2
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The term “Service” refers to the services provided by Rapaport.
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2.3
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The term “Licensee” or “RapNet member” includes the user, individual, and/or company
applying for or using the Service.
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2.4
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The term “Information” refers to any price lists, diamond lists, pricing information,
news, trading information, RapNet data or any other information or data provided
by Rapaport
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3
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Description of Service
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3.1
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Rapaport provides Licensees access to the Information to enable the Licensee to
buy, sell, list and price diamonds
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3.2
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Rapaport does not guarantee the quality, accuracy, reliability of any Information
provided, nor is the Information an appraisal or guarantee of value.
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3.3
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Diamond grading and pricing is based on subjective methods and no guarantee is made
or liability assumed as to the accuracy or validity of the Information provided
by the Service or the expertise of Rapaport.
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3.4
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Rapaport does not guarantee the quality, integrity or creditworthiness of any member
of any trading network. 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 membership fees paid to Rapaport.
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4
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Access to the Service
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4.1
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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.
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4.2
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Licensees must complete an application request for membership and 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.
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4.3
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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 subject to the
condition that Rapaport will refund on request the unused portion of any money paid
for the service. Licensees who violate any of provisions of this Agreement will
be subject to having their membership revoked and/or be excluded from our network.
Rapaport further reserves the right, in its sole discretion, to publish the membership
information of any Licensee who violates any of the terms of this Agreement or any
Trading Rules.
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4.4
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Licensees may not disclose or share their access or password with any third party.
Password use is strictly limited to the registered member. Licensees may request
additional passwords from customer service in the event multiple users require access
to the company data. Additional charges may apply.
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4.5
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Licensees may not disclose RapNet or Rapaport Information or derivatives thereof
to unauthorized third parties. Should Rapaport authorize disclosure of Information,
it may be subject to additional licensing agreements. The Rapaport Price List and
RapNet Price Lists are examples of such information.
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4.6
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Licensees may not download RapNet sell listings; buy listings, or any other RapNet
data without the permission of Licensor and the company posting the listings.
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4.7
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Licensees may not share names or contact information of other RapNet Members with
third parties. They may not send email broadcasts to other members.
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4.8
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Licensees may not access, use, store, share or distribute Rapaport, RapNet or RapNet
Member information without the permission of the member and Licensor.
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4.9
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Licensees are required to fully comply with the terms of this Agreement and any
additional trading rules, procedures or service requirements as published from time
to time as circumstances require.
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4.10
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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 Service and the Information exclusively by Licensee,
for Licensee’s own personal use and for internal purposes only.
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5
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Downloading Diamond Listings or Information
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5.1
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Licensees may permit other RapNet members to download inventory of their diamonds
listed for sale on RapNet by setting permissions on their account.
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5.2
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Licensees may not download diamond listings without having applied for and been
granted permission by Rapaport and the RapNet member.
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5.3
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Diamonds belonging to other RapNet members may not be downloaded for listing with
any competitive diamond trading networks or used in any commercial software without
prior written permission from Rapaport.
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5.4
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Licensees may only download diamonds on websites or in stores owned by the Licensee
itself.
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5.5
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Licensees may not resell or otherwise distribute any Information or downloaded diamond
listings without permission from Rapaport.
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5.6
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RapNet may exclude a Licensee from downloading diamond inventory for any reason
at any time as may be determined in the sole discretion of Rapaport.
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6
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Fees
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6.1
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The various pricing structures and Service options will be displayed on the RapNet
website. Rapaport reserves the right to amend the pricing structure from time to
time. Any changes will be posted on RapNet.
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7
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Customer Satisfaction Guarantee
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7.1
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Should Licensee be unhappy with the Service for any reason a full refund of money
paid will be made (less $30.00 cancellation fee) provided that the Licensee requests
the refund via email support@diamonds.net within five (5) days of first subscribing.
In the event that the Licensee has used the service for more than five (5) days
a partial refund will be made, based on the number of months remaining of the Licensee's
subscription.
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7.2
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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.
In the event that access to the service is limited for more than 24 hours Rapaport
will, upon request, extend the time that Service is available to the Licensee.
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8
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Licensee Agrees not to and shall not permit or assist any other party to:
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8.1
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Use the Service in any way that violates the laws of the United States and/or any
jurisdiction in which the Licensee resides.
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8.2
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Access the service in any unauthorized manner.
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8.3
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Reverse engineer or copy the computer code or the underlying logic of the pricing
and trading system.
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8.4
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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.
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8.5
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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.
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8.6
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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.
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8.7
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Attempt or obtain unauthorized access to any part of the Service or computer system.
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8.8
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Transmit any program or virus through or into the computer hardware or software
used or provided by the Service.
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8.9
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Violate any Trademark, Copyright, agreement, Terms of Service, Trading Rules or
Terms and Conditions associated with the Service.
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8.10
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Use any information provided by the Service or Rapaport to establish a competing
diamond trading and pricing or information service. 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. 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 and the content of the Rapaport Services, including but
not limited to, the Information and any components or methods of calculation relating
to such Information, that is competitive with Rapaport or its affiliates or substantially
similar thereto.
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8.11
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Misrepresent the information obtained from the Service or alter any Information
provided by the Service.
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8.12
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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.
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8.13
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Print, save, copy or distribute any of the information provided by Rapaport, except
for the information provided to the Licensee in response to requests about prices
for diamonds and listing of diamonds.
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8.14
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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 information services provided by Rapaport.
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8.15
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Review, copy or download any Information including, but not limited to, diamond
prices, listings of diamonds for sale, or buy requests for use, including partial
or derivative use, in any other website, or trading system available to third parties
without permission from Rapaport.
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8.16
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Any of the following with respect to the Service, its software, the Information,
including but not limited to, its components and methods of calculation, all information
provided by the Service and the content of Rapaport Services, 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.
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9
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Proprietary Rights
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9.1
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Licensee acknowledges and agrees that the Service, its software, information provided
by the Service and the content of Rapaport Services contain proprietary and confidential
information. Licensee acknowledges that that the Service, its software, the Information,
including but not limited to, its components and methods of calculation, all information
provided by the Service and the content of Rapaport Services, 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.
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9.2
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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.
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9.3
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Licensee acknowledges and agrees that the Service, its software, the Information,
including but not limited to, its components and methods of calculation, all information
provided by the Service and the content of Rapaport Services, 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.
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9.4
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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, all information provided by the Service and
the content of Rapaport Services, are valid, subsisting and enforceable, and the
Service, its software, the Information, including but not limited to, its components
and methods of calculation, all information provided by the Service and the content
of Rapaport Services, 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.
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9.5
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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, all information provided
by the Service and the content of Rapaport Services, 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, all information provided
by the Service and the content of Rapaport Services, 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
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9.6
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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, all information provided by the Service and the content
of Rapaport Services, 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, all information provided
by the Service and the content of Rapaport Services, which shall survive termination
or expiration of this agreement without any period restriction, the provisions of
this Section 19.6 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.
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9.7
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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 this Section 9.6. 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
9.6 without showing actual monetary damages in connection therewith, and without
requiring a bond to be posted.
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10
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Technical Difficulties
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10.1
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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.
In the event that access to the service is limited for more than 24 hours Rapaport
will extend the time that Service is available to the User.
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IMPORTANT LIMITATIONS
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11
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Information
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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. Pricing provided is an estimate of value that should
only be used as a general guideline for price discovery.
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12
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Trading
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Rapaport has not examined any of the diamonds that are listed on Rapaport. Information
provided by the Service is based on diamond grading information listed on the system
by the Licensees Such information may be wrong and thereby result in inaccurate
pricing or grading analysis. The use of the Service by the Licensee is on his or
her own account and risk and Rapaport provides no guarantee for accuracy of the
information listed on the Service by Licensees.
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13
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Pricing
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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.
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14
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DISCLAIMER OF WARRANTIES
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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.
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15
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LIMITATIONS OF LIABILITY
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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) AND ALL OTHER MATTER RELATING TO THE SERVICE.
RAPAPORT CAN PROVIDE THE INFORMATION AVAILABLE VIA 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 TO USE 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 OR THE SERVICE OR FROM
USE OF THE SERVICE EVEN IF CAUSED BY OR RESULTANT FROM THE NEGLIGENCE OR OTHER FAULT
(EXCEPT FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE) OF RAPAPORT.
RAPAPORT SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR EXEMPLARY DAMAGES RESULTING FROM ANY ERROR IN OR OMISSION FROM THE INFORMATION
PROVIDED BY THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RAPAPORT DOES NOT GUARANTEE THAT DIAMONDS LISTED ON THE TRADING NETWORK WILL BE
SOLD TO ANY OF THE LICENSEES; NEITHER DOES THE SERVICE PROVIDE ANY AUTHORIZATION
OF THE SAID GRADING SUGGESTED BY THE LISTERS, OF THE DIAMONDS.
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 DIAMONDS. 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.
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 RAPNET APPROVED THIRD PARTY BENEFIT PROVIDER.
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16
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Exclusions and Limitations
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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.
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17
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Notice
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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 USA, 133 E Warm Springs
Road, Las Vegas, Nevada 89119.
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18
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Termination
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18.1
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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 License will automatically terminate if
any membership or subscription Licensee has with Rapaport lapses or is terminated
for any reason.
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18.2
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Rapaport shall have the ability to terminate this Agreement for any reason at any
time
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18.3
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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, all information provided
by the Service and the content of Rapaport. 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 and the content
of Rapaport after termination of this Agreement and You shall promptly, at our option,
delete any Service, software, Information, including but not limited to, its components
and methods of calculation, all information provided by the Service and the content
of Rapaport, and all copies thereof from your storage facilities and/or promptly
return to us all originals and copies thereof, along with all documentation and
other confidential information provided pursuant to this License. At our request,
you shall provide to us written confirmation from a director or your internal legal
counsel, of compliance with this clause 18.3.
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18.4
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All restrictions regarding the use and distribution of the Information provided
in terms of this Agreement shall survive the termination of this Agreement
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19
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General:
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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 one (6) six months after such claim or cause of action
or forever be barred. The section titles of this Agreement are for convenience only
and have no legal or contractual effect.
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Updates to the Privacy Policy - May 17, 2018
We restructured the Privacy Policy to clearly set out what data we collect, how we use it and your rights in connection with your personal data.
Our updated policy complies with the new requirements under the EU General Data Protection Regulation coming into force on May 25, 2018.
This policy is applicable to all clients and all visitors to our sites and apps from May 17, 2018
Explanation of the Privacy Policy:
Rapaport takes the privacy of your personal information very seriously and will use your information only in accordance with the terms of this Privacy Policy. We will not sell or rent your personally identifiable information or a list of our customers to third parties.
Sections 1 and 2 define the Rapaport Group of Companies and the services we provide as well as how the policy will be updated. We will never sell or rent your personal data.
Section 3 sets out the type of data we collect.
Section 4 explains out how we use the data we collect, including our approach to marketing, spam and when we will share your data with 3rd parties
Section 5 details out your rights with regard to your personal data
Section 6 explains our approach to data security.
Rapaport Privacy Policy
– Updated - May 17, 2018
1 Overview
1.1 The Rapaport Group of Companies (any company owned at least 51% by Martin Rapaport or any trust settled by Martin Rapaport, and its subsidiaries and affiliates) ("Rapaport" or "we") offers services to the international diamond, gem and jewelry industry, including information, pricing, trading, auction, laboratory and grading services ("Services"). In order to operate the Services and to be in compliance with United States and other laws and regulations, including the USA PATRIOT ACT, OFAC and GDPR requirements, Rapaport may ask you to provide us with company, personal, credit card and/or bank account details. This Privacy Policy applies to all Rapaport websites, apps and Services and describes the information we collect and how we use that information. Rapaport will be the controller of your personal data provided, collected, or processed in connection with our Services.
1.2 Rapaport takes the privacy of your personal information very seriously and will use your information only in accordance with the terms of this Privacy Policy. We will not sell or rent your personally identifiable information or a list of our customers to third parties. There are limited circumstances in which some of your information will be shared with third parties as described below.
1.3 This Privacy Policy applies to Rapaport clients who use the Services and, where applicable, to non-clients (visitors) who view and interact with content and data on some of our websites, apps or Services. By using our websites, apps or Services, you agree to accept the provisions of this Privacy Policy. By applying for any of the Services, you expressly consent to our use and disclosure of your personal information in the manner described in this Privacy Policy. This Privacy Policy forms a part of and is incorporated into the terms of the relevant Agreement between you and Rapaport governing the provision of the Services.
1.4 Rapaport will hold and transmit your personal information in a safe, confidential and secure environment in accordance with applicable laws and regulations. If you object to your personal information being transferred or used as described in this Privacy Policy, please do not register, subscribe for, or use the Services.
2 Notification of Changes
2.1 This policy may be revised over time as new features are added to the Services or as we incorporate suggestions from our customers. If we are going to use or disclose your personally identifiable information in a manner materially different from that stated at the time we collected the information, you will have a choice as to whether or not we use or disclose your information in this new manner. Any material changes will be effective only 30 days after we post an amended Privacy Policy.
2.2 We will post the amended Privacy Policy on our websites and apps so that you can always review what information we gather, how we might use that information, and whether we will disclose it to anyone. Please check this website at any time for the most current version of our Privacy Policy.
2.3 Our Services may include links to third party websites. These sites are governed by their own privacy statements, and Rapaport is not responsible for their operations, including but not limited to their information practices. By submitting your information to or through these third party websites you should review the privacy statement of these sites before providing them with personally identifiable information.
3 WHAT DATA WE COLLECT
3.1 Required Information
To subscribe or use the Services, you must provide personal and company details, address, phone number, and e-mail address. In order to trade through our Trading Division or RapNet trading systems, you may be required to provide trade references, credit card, debit card or bank account information. This information is necessary for us to approve your membership and to process transactions or to contact you should the need arise in administering your membership.
If you choose to register or apply for certain optional/additional features, products or Services offered through Rapaport, you may be required to provide additional information to establish that you qualify for such features or products.
3.2 Use of Services Information
We log all usage data including chats and communications when you visit or otherwise use our Services, including our sites, app and platform technology (e.g., our off-site plugins), such as when you view or click on content (e.g., news article) or ads (on or off our sites and apps), perform a search, install or update one of our mobile apps, share articles or list diamonds. We use log-ins, cookies, device information, location and internet protocol (“IP”) addresses to identify you and log your use.
3.3 Transaction Information
When you list an item for sale (for example, a diamond), purchase or sell an item, or use any of the Services in any way, we record all information related to each transaction.
3.4 Information About You From Third Parties
In order to protect us and our customers against potential fraud or in order to perform compliance obligations, we may verify with third parties the information you provide. In the course of such verification, we receive personally identifiable information about you from such services. This may include background and credit check from a credit bureau or a business information service such as Dun & Bradstreet, as well as OFAC and FBI or other law enforcement information. Rapaport, at its sole discretion, also reserves the right periodically to retrieve and review a business and / or consumer credit report for any account, and reserves the right to close an account based on information obtained during this credit review process or for any reason whatsoever.
3.5 Additional Verification
If we cannot verify the information that you provide we may ask you to send us additional information (such as your drivers' license, credit card statement, and/or a recent utility bill or other information linking you to the applicable address), or to answer additional questions.
3.6 Website Traffic Information
We automatically receive the web address of the site that you came from or are going to. We also collect information about your IP address, proxy server, operating system, web browser and add-ons, device identifier and features, and/or ISP or your mobile carrier. If you use our Services from a mobile device, that device will send us data about your location based on your phone settings. We record which pages of our website you visit and what links or buttons you click on. We also may record screen videos of your mouse movements and data input while you are on the site. We use this information for analytical purposes and to understand our customers' preferences and usage patterns, so as to improve our Service and your experience with Rapaport.
3.7 Rapaport Inbox and messages
Messages sent to you and from you through any inbox, message center, chat or other Rapaport communication tools are kept and maintained by Rapaport.
3.8 Our Use of "Cookies", Web Beacons and Similar Technology
We use cookies and similar technologies (e.g., web beacons, pixels, ad tags and device identifiers) to recognize you and/or your device(s) on, off and across different Services, websites and apps.Cookies will allow you to revisit without losing many of your settings. You can set your web browser to warn you about attempts to place cookies on your computer, limit the type of cookies you allow or refuse cookies altogether; however, you may not be able to use some or all of the features of the Services if you refuse/disable cookies. A more detailed explanation of different types of cookies and our use of such cookies is set out at the end of this Privacy Policy.
3.9 Customer Service Correspondence
We may retain any correspondence you send us and our replies to you. Such information is often placed in the records of your account. We may also record phone calls to or from our various offices. We retain these records in order to measure and improve our customer service, maintain a history of your relationship with us and to investigate potential fraud and violations of our Agreement. We may, over time, delete these records if permitted by law.
3.10 Questionnaires, Surveys and Profile Data
From time to time, we offer optional questionnaires and surveys to our clients for such purposes as collecting demographic information or assessing clients' interests and needs. The use of the information collected will be explained in detail in the survey itself. If we collect personally identifiable information from our clients in these questionnaires and surveys, the clients will be given notice of how the information will be used prior to their participation in the survey or questionnaire.
4 HOW WE USE YOUR DATA
4.1 Internal Uses
We collect, store and process your personal information on servers located in the United States. We use the information we collect about you in order 1) to provide our services and process your transactions, 2) to provide customer service, 3) to determine your eligibility to receive special trading privileges or products 4) to improve our products and services and 5) for the marketing of our Services to you and others.
We process this information given our legitimate interest in providing and improving our Services, and for the adequate performance of our contract with you.
4.2 Disclosure to Other Rapaport Customers
If you are a registered Rapaport customer, information in your profile (for example your name, company name, telephone numbers) and other personal information, may be displayed to other Rapaport customers via our Services. Should you be expelled or excluded as a member/customer, your name and member details may be posted online. However, your credit card number will NEVER be revealed to anyone other than 3rd party PCI compliant payment processors, except with your express written permission or if we are required to do so pursuant to a subpoena or other legal process. We process this information given our legitimate interest in providing the Services.
4.3 Disclosure to Third Parties Other Than Rapaport Customers
Rapaport will not sell, rent or share any of your personally identifiable information to third parties, except in the limited circumstances described below, or with your express permission (or with other Rapaport customers as described above). We disclose information we collect in response to a law enforcement request, subpoena, warrant, court order, levy, attachment, order of a court-appointed receiver or other comparable legal process, including subpoenas from private parties in a civil action.
We disclose information we collect in circumstances in which Rapaport believes the Services are being used in the commission of a crime; when we have a good faith belief that there is an emergency that poses a threat to the safety or security of you or another person; or when necessary either to protect the rights or property of Rapaport, the Services or our subsidiaries, or affiliates in the Rapaport Group, or for us to render the Services provided. We disclose information we collect to your agent or legal representative (such as the holder of a power of attorney that you grant, or a guardian appointed for you).
Where permissible according to applicable law, we may use certain limited personal information about you, such as your email address, to hash it and to share it with social media or advertising platforms, such as Facebook or Google, to generate leads, drive traffic to our websites or otherwise promote our Services. These processing activities are based on our legitimate interest in undertaking marketing activities to offer you and others products or services that may be in your or their interest.
The social media platforms with which we may share your personal data are not controlled or supervised by Rapaport and they are considered data processors.
Please note that you may, at any time ask Rapaport to cease processing your data for these direct marketing purposes by sending an e-mail to opt-out@Rapaport.com.
We share aggregated statistical data with our business partners or for public relations. For example, we may disclose that a specific percentage of our clients have addresses in New York. However, this aggregated information is not tied to personally identifiable information. We share your information with our parent, subsidiaries, affiliates and joint ventures to help coordinate the Services we provide to you, enforce our terms and conditions, and promote trust and safety.
We share your information with third party companies that perform services on our behalf, including payment and subscription processing, order fulfillment, data analysis, marketing services, e-mail campaigns, hosting services, and customer service. While providing services for us, these companies act as Data Processors and may access your personal information, and are required to use it solely as directed by us for the purpose of our requested service. We may also share your information with third party companies that we partner with to provide certain services to you in connection with the Services. We only share the minimum data needed for Data Processors to perform the services for which they are contracted.
We process this information for the purposes listed in this section given our legitimate interest in undertaking marketing activities to offer you and others our Services. You may opt out of marketing communications by following the unsubscribe instructions in our marketing communications.
4.4 Our Contacts with Rapaport Customers
We will contact you through email, mobile phone, notices posted on our websites or apps, messages to your Rapaport Inbox, and other ways through our Services, including text messages and push notifications. We will send you messages about the availability of our Services, security, or other service-related issues. We also send messages about how to use the Services, network updates, reminders and promotional messages from us. Please be aware that you cannot opt-out of receiving service messages from us, including security and legal notices, as doing so would prevent us from providing the Services to you. We use your information to contact you given our legitimate interest in providing the Services.
We also enable communications between you and others through our Services, including for example Rapaport Inbox.
4.5 Your Use of Information and Our Services
Where applicable, in order to facilitate the transactions between Rapaport clients, our Services may allow you limited access to other clients' contact or shipping information. In such circumstances, as a member you may have access to the member information, email address or other contact or shipping information of other members. By consenting to the applicable License Agreement, you agree that you will not share Rapaport access logins and you will only use this information for: (a) Rapaport-related communications that are not unsolicited commercial messages, (b) using services offered through Rapaport (e.g. diamond sales, shipping or insurance), and (c) any other purpose that such client expressly agrees to after adequate disclosure of the purpose(s). In all cases, you must provide clients with the opportunity to remove themselves from your database and review any information you have collected about them. In addition, under no circumstances, except as defined in this Section, can you disclose personally identifiable information about another Rapaport client to any third party without our consent and the consent of such other client after adequate disclosure. Note that law enforcement personnel and other rights holders are given different rights with respect to information they access.
4.6 Spam Prohibited
Rapaport does not tolerate spam. You may not add a Rapaport client to your marketing lists (email, phone, physical mail or any other electronic or physical form of communication) without their express consent after adequate disclosure, even if that client has previously made a purchase from you. We strictly enforce our Anti-Spam Policy. To report Rapaport-related spam, please send an email to: info@diamonds.net.
5. YOUR CHOICES & OBLIGATIONS
5.1 Data Retention
We will store your data until such time when you request us to delete it. In some cases you may need to close your Account with us in addition to requesting data deletion. All other data will be retained for as long as is necessary for the purpose(s) for which we originally collected it. We may also retain information as required by law.
5.2 Rights to Access and Control Your Personal Data
Any requests relating to the following rights should be sent to privacy@diamonds.net
Delete Data: You can ask us to erase or delete all or some of your personal data if it is no longer necessary to provide Services to you.
Change or Correct Data: You can edit some of your personal data through your account. You can also ask us to change, update or fix your data in certain cases, particularly if it’s inaccurate.
Object to, or Limit or Restrict, Use of Data: You can ask us to stop using all or some of your personal data (e.g., if we have no legal right to keep using it) or to limit our use of it (e.g., if your personal data is inaccurate or unlawfully held).
Right to Access and/or Take Your Data: You can ask us for a copy of your personal data and can ask for a copy of personal data you provided in machine readable form.
5.3 Account Closure
We keep some of your data even after you close your account.
If you choose to close your account, your personal data will generally stop being visible to others on our Services within 24 hours. We generally remove diamond information and profiles within 24 hours of account closure and this information will no longer be visible to clients of the Services.
We retain your personal data even after you have closed your account if reasonably necessary to comply with our legal obligations (including law enforcement requests), meet regulatory requirements, resolve disputes, maintain security, prevent fraud and abuse, enforce our License Agreements, or fulfill your request to “unsubscribe” from further messages from us. We will retain de-personalized information after your account has been closed.
Information you have shared with others (e.g., through Inbox, emails, posts etc…) will remain visible after you closed your account or deleted the information from your own profile or mailbox, and we do not control data that other Members copied out of our Services.
5.4 Lawful Bases for Processing
We will only collect and process personal data about you where we have lawful bases. Lawful bases include consent (where you have given consent), contract (where processing is necessary for the performance of a contract with you (e.g. to deliver the Services you have requested)) and legitimate interests.
Where we rely on your consent to process personal data, you have the right to withdraw or decline your consent at any time and where we rely on legitimate interests, you have the right to object. If you have any questions about the lawful bases upon which we collect and use your personal data, please contact our Data Protection Officer (privacy@diamonds.net).
6 Information Security
6.1 Rapaport is committed to handling your customer information with high standards of information security. We restrict access to your personally identifiable information to employees who need to know that information in order to provide products or services to you. We maintain physical, electronic and procedural safeguards that comply with federal regulations to safeguard your nonpublic personal information.
6.2 The security of your subscription to any of the Services also relies on your protection of your password. You may not share your password with anyone. Rapaport will never ask you to send your password or other sensitive information to us in an e-mail, though we may ask you to enter this type of information on the website.
6.3 Any e-mail or other communication requesting your password, asking you to provide sensitive account information via email, should be treated as unauthorized and suspicious and should be reported to Rapaport immediately. If you do share your Rapaport password with a third party for any reason, the third party will have access to your account and your personal information, and you may be responsible for actions taken using your password. If you believe someone else has obtained access to your password, please contact us immediately on help@diamonds.net.
Defining Cookies and what we use them for:
WHAT ARE COOKIES USED FOR?
Cookies can be used to recognize you when you visit our Services, remember your preferences, and give you a personalized experience that’s in line with your settings. Cookies also make your interactions with our Services faster and more secure. Additionally, cookies allow us to bring you advertising both on and off the Rapaport sites, and bring customized features to you.
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Categories of Use
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Description
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Authentication
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If you’re signed in to Rapaport Services, cookies help us show you the right information and personalize your experience.
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Security
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We use cookies to enable and support our security features, and to help us detect malicious activity and violations of our user License Agreement.
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Preferences, features and services
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Cookies can store your custom print settings, other custom settings and tell us which language you prefer.
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Advertising
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We may use cookies to show you relevant advertising both on and off the Rapaport sites. We may also use a cookie to learn whether someone who saw an ad later visited and took an action (e.g. downloaded a white paper or made a purchase) on the advertiser’s site. Similarly, our partners may use a cookie to determine whether we’ve shown an ad and how it performed, or provide us with information about how you interact with ads. We may also work with a partner to show you an ad on or off Rapaport, such as after you’ve visited a partner’s site or application.
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Performance, Analytics and Research
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Cookies help us learn how well our site and plugins perform in different locations. We also use cookies to understand, improve, and research products, features, and services.
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