1.1 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 this Member License Agreement ("Agreement").
1.2 RapNet Member License Agreement
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.
2.1 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.
2.2 The term "Service" refers to the services provided by Rapaport.
2.3 The term "Licensee" or "RapNet member" includes the user, individual, and/or company applying for or using the Service.
2.4 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.
3 Description of Service
3.1 Rapaport provides Licensees access to the Information to enable the Licensee to buy, sell, list and price diamonds.
3.2 Rapaport does not guarantee the quality, accuracy, reliability of any Information provided, nor is the Information an appraisal or guarantee of value.
3.3 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.
3.4 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.
4 Access to the Service
4.1 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.
4.2 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.
4.3 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.
4.4 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.
4.5 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.
4.6 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.
4.7 Licensees may not share names or contact information of other RapNet Members with third parties. They may not send email broadcasts to other members.
4.8 Licensees may not access, use, store, share or distribute Rapaport, RapNet or RapNet Member information without the permission of the member and Licensor.
4.9 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.
4.10 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 Licenseeís own personal use and for internal purposes only.
5 Downloading Diamond Listings or Information
5.1 Licensees may permit other RapNet members to download inventory of their diamonds listed for sale on RapNet by setting permissions on their account.
5.2 Licensees may not download diamond listings without having applied for and been granted permission by Rapaport and the RapNet member.
5.3 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.
5.4 Licensees may only download diamonds on websites or in stores owned by the Licensee itself.
5.5 Licensees may not resell or otherwise distribute any Information or downloaded diamond listings without permission from Rapaport.
5.6 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.
6.1 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.
7 Customer Satisfaction Guarantee
7.1 Should Licensee be unhappy with the Service for any reason a full refund of money paid will be made (less $50.00 cancellation fee) provided that the Licensee requests the refund via email email@example.com 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.
7.2 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.
8 Licensee Agrees not to and shall not permit or assist any other party to:
8.1 Use the Service in any way that violates the laws of the United States and/or any jurisdiction in which the Licensee resides.
8.2 Access the service in any unauthorized manner.
8.3 Reverse engineer or copy the computer code or the underlying logic of the pricing and trading system.
8.4 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.
8.5 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.
8.6 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.
8.7 Attempt or obtain unauthorized access to any part of the Service or computer system.
8.8 Transmit any program or virus through or into the computer hardware or software used or provided by the Service.
8.9 Violate any Trademark, Copyright, agreement, Terms of Service, Trading Rules or Terms and Conditions associated with the Service.
8.10 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.
8.11 Misrepresent the information obtained from the Service or alter any Information provided by the Service.
8.12 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.
8.13 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.
8.14 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.
8.15 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.
8.16 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 Licenseeís use thereof.
9 Proprietary Rights
9.1 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. ìIntellectual Propertyî 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.
9.2 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.
9.3 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.
9.4 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.
9.5 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
9.6 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.
9.7 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.
10 Technical Difficulties
10.1 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.
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.
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.
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.
14 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 ìAS-ISî AND ìAS AVAILABLEî 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.
15 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) 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.
16 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 USA, 133 E Warm Springs Road, Las Vegas, Nevada 89119.
18.1 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.
18.2 Rapaport shall have the ability to terminate this Agreement for any reason at any time.
18.3 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.
18.4 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 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.