RapLab Services License Agreement

1. General
   1. Acceptance of RapLab Services License Agreement
      By using the RapLab Services provided and accessing the RapLab.com website and/or downloading any Grading Reports, Images and Information (as defined below), you contractually agree and accept the terms of this RapLab Services License Agreement ("Agreement").
   2. RapLab Services License Agreement
      The RapLab Services License Agreement incorporates and includes this document as well as the Rapaport Privacy Policy, which forms an integral and inseparable part of this Agreement
   3. Changes
      This Agreement may be changed from time to time and, unless you provide written notice within three (3) business days, you agree to accept such changes as part of your contractual obligations. Such changes will be posted on the RapLab.com website.
2. Definitions
   For the purpose of this Agreement:
   1. The term “Article” means any diamond, gem material or other article of any kind delivered by Licensee to RapLab’s diamond grading laboratory; and
   2. The term “Grading Report(s)” means any type of diamond grading document or report issued by RapLab, and includes a Preliminary Report, that describes the cut, color, clarity or weight of an Article, and includes any verification of, update to, or any supplement to such document, and bears a distinctive number and date; and
   3. The term “Image” means a high resolution image or photograph of the graded diamond or stone to which a particular Grading Report relates and is associated with by distinctive identification number and which is available for viewing on the RapLab.com website, or which can be downloaded to Licensee’s database or website and the RapNet Diamond Trading Network, and the term “Imaging” shall have a corresponding meaning.
   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; and
   5. The term “Inscription Services” means any laser inscription services performed by RapLab on an Article, and “Inscription” shall have a corresponding meaning; and
   6. The term "Licensee" includes the user, individual, and/or company using the Service.
   7. The term “RapLab” means Rapaport Gemological Laboratories (Israel) Ltd, a Limited Liability Company incorporated in the State of Israel.
   8. The term "RapLab" or "Licensor" when used in this Agreement includes:
      • RapLab and /or RapNet Diamond Trading Network ( “RapNet”);
      • All Rapaport and RapNet pricing and information services;
      • The Rapaport Magazine and Rapaport Price Lists;
      • All directors, employees, agents and consultants of Rapaport ,or any company which is Rapaport owned, or partially owned by Rapaport, or within the Rapaport Group of Companies;
      • Martin Rapaport, Rapaport Laboratory LLC, and all companies owned by Martin Rapaport and their employees, agents and consultants;
      The terms “RapLab”, “Rapaport" or "Licensor" may be used interchangeably when used in this Agreement. All disclaimers of warranty and limitations of liability in this Agreement apply to all such designated companies, entities or individuals.
   9. The term “Receipt” means any receipt issued by RapLab to Licensee for any Article;
   10. The term "Service" refers to the diamond grading services performed by RapLab as described below, including without limitation, the grading, testing, analyzing, examining and laser inscribing Articles and issuing Grading Reports in connection therewith.
3. Description of Service
   1. RapLab provides diamond grading analysis and ancillary services, including but not limited to, laser inscription services for the diamond and jewelry industry at its diamond grading laboratory, and issues diamond Grading Reports in connection therewith with extensive gemological information including authentication, high quality multi-level Imaging and RapLab light performance. RapLab provides Licensees access to and information about RapLab, and its services offered, and about the expertise, convenience and technological sophistication of RapLab`s diamond grading laboratory, and provides downloadable gemological information and Images, and other diamond grading information which are available online. RapLab also provides Licensees access to the Information related to diamonds, gems and jewelry.
   2. Rapaport does not guarantee the quality, accuracy, reliability of any Information provided, nor is the Information an appraisal or guarantee of value.
   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.
   4. All Services provided by RapLab are on an as–is basis with no RapLab guarantees or warranties. Licensee agrees that RapLab, its directors, managers, shareholders, employees and agents shall not be responsible for any loss, damage, error, omission, expense or special, indirect, incidental, exemplary, punitive, statutory or consequential damages, including lost profits,loss of market share ,damage to good name and reputation resulting from any errors or any use of the Grading Report or other information, or for any additional, consequential or other damages. RapLab`s liability for any damages shall be strictly limited to refunding the cost of the Grading Reports paid to RapLab for the use of the Service, and shall in all instances, be limited to amount paid ,if any, in respect thereof under any such insurance policy received from its insurance carrier. In particular, Licensee understands and acknowledges that a Grading Report provides the subjective opinion of RapLab`s gemologists on the day of grading. It is not a guarantee of quality, warranty or appraisal. The gemological information provided is an opinion based on subjective human evaluation and subject to error. Grading may vary depending on who graded the diamond, when it was graded, the instruments used and the available level of technology. While RapLab uses DiamondSure® and DiamondView® detection technology, new synthetics and treatments are constantly being developed. No assurance is given that the same diamond would receive the same grading results upon subsequent examination. Although reasonable efforts are made to ensure the quality of workmanship, RapLab does not guarantee the grade of a diamond, or that it is not synthetic or treated. It is hereby recorded and it is specifically drawn to Licensee’s attention that the ethical or legal sourcing of Licensee`s diamond submitted for grading has not been reviewed and is not guaranteed.
4. Access to the Service
   1. Where access to any parts of the Service and Information is restricted for the use of password controlled and registered users only, Licensees may not disclose or share their access or password with any third party. Password use is strictly limited to the registered user. Licensees may request additional passwords from customer service in the event multiple users require access to their company data. Additional charges may apply. Said Licensees must also provide, at Licensee's own cost, all telephone, computer, modem and other equipment and software necessary to access and use the Service and shall be responsible for all charges necessary for such access and use.
   2. Licensees may not copy, reproduce, use, store, share, disclose or distribute 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.
   3. Licensees may not download or print any portion of the RapLab.com website except of personal use (except for such permissible downloadable Grading Reports and related Images and other materials as may be expressly available for download and printed by Licensee).
   4. 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.
   5. Licensees may not share names or contact information of RapNet Members with third parties. They may not send email broadcasts to other members.
   6. Licensees may not access, use, store, share or distribute Rapaport, RapLab, RapNet or RapNet Member information without the permission of the member and Licensor.
   7. Licensees may not access the RapLab.com website, information provided by the Service and the content of the Service and all information and data provided by Rapaport in connection with the Service, including Information, in order to create, build, develop, market or license a similar or competitive product or service with the identical, similar or comparable functionality.
   8. Licensees may not sell, resell, sublicense, re-license, distribute, assign or transfer in any manner, in whole or in part, this Agreement or any of Licensees rights or obligations hereunder, including without limitation, the license prescribed herein, or information provided by the Service, and the content of the Service and all information and data provided by Rapaport in connection with the Service, including Information, or any portion or component thereof, to any third party.
   9. Licensees are required to fully comply with the terms of this Agreement and any additional rules, procedures or service requirements as published from time to time as circumstances require, including but not limited to, all RapLabs`policies and procedures regarding submission and delivery of Articles to RapLab, including, without limitation, the execution of RapLab`s Client Services Agreement, the submitting of Articles in plain, unmarked parcels (parcel papers). Licensee will not include on any such parcel, Licensee`s name, address, phone number, branding, trademarks, website address, e-mail addresses, or any other information that may be used to identify Licensee. In addition, such parcels shall not include any grading information about the Article (e.g., color, clarity or cut information).
   10. Subject to the terms of this Agreement, RapLab hereby grants Licensee a limited, non-exclusive, non-transferable, non-sub licensable, revocable license, for the term of this Agreement, to use the RapLab.com website, the Service and the Information exclusively by Licensee, for Licensee's own personal use and for internal purposes only.
5. Fees
   The various pricing structures and Service options available to Licensees will be displayed on the RapLab.com website. RapLab reserves the right to amend the pricing structure from time to time. Any changes will be posted on the RapLab.com website.
6. Technical Difficulties
   From time to time technical difficulties may render the Service inoperable. RapLab 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, RapLab will, upon request, extend the time that the Service is available to the Licensee.
7. Licensee Agrees not to and shall not permit or assist any other party to:
   1. Use the Service in any way that violates the laws of the State of Israel and/or any jurisdiction in which the Licensee resides.
   2. Access the service in any unauthorized manner.
   3. Reverse engineer or copy the computer code or the underlying logic of the pricing and trading system.
   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.
   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.
   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.
   7. Attempt or obtain unauthorized access to any part of the Service or computer system.
   8. Transmit any program or virus through or into the computer hardware or software used or provided by the Service.
   9. Violate any Trademark, Copyright, agreement, Terms of Service, Rules or Terms and Conditions associated with the Service.
   10. Use any information provided by the Service, or any information and data provided by Rapaport in connection with the Service, including Information, to establish a competing diamond trading and pricing or information service, or laboratory grading 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 Services, including but not limited to, the Information and any components or methods of calculation relating to such Information, that is competitive with RapLab or Rapaport or its affiliates or substantially similar thereto.
   11. Misrepresent the information obtained from the Service or alter any Information provided by the Service.
   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.
   13. Print, save, copy or distribute any of the information provided by RapLab or Rapaport, except for such permissible downloadable Grading Reports and related Images and other materials as may be expressly available for download and printed by Licensee.
   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 Services provided by RapLab or Rapaport.
   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.
   16. Without limitation, Licensee may not undertake or engage in any advertising, publicity or promotion which implies, in any way, that Licensee, its products, or its services are sold, sponsored or approved by RapLab, or which expresses or implies that a RapLab Grading Report is anything other than a description of certain characteristics of a specific Article.
   17. Do any of the following with respect to the Service, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation, without the express written permission of Rapaport: (i) copy; (ii) remove or alter any copyright, trademark, patent or other notices; (iii) translate, deconstruct, reverse engineer, decompile, disassemble or otherwise attempt to discern the whole or any part or component thereof; (iv) alter, modify, adapt, translate or reproduce the whole or any part or component thereof, or merge the whole or any part or component thereof with or into other software or information, or create derivative works based thereon; (v) directly or indirectly distribute or make available the whole or any part or component thereof; or (vi) take or authorize any action that could detrimentally interfere with the ownership by Rapaport or the proper workings of the whole or any part or component thereof, including but not limited to, use any robot, spider or other device or process to monitor or copy the whole or any part or component thereof, or knowingly transmit any virus or other potentially harmful device in connection with Licensee's use thereof.
8. Licensee Acknowledgements
   Licensee agrees and acknowledges that:
   1. RapLab, even if not requested by Licensee to do so, shall conduct tests or examinations to determine, to the extent practically possible, if the Article is natural, synthetic or whether it has been treated or processed, including but not limited to, high-pressure, high-temperature (HPHT) treatment. Licensee agrees that it may not be possible for RapLab to determine whether an Article has been processed or treated by technological means, and RapLab makes no representations or warranties to Licensee in regard to the HPHT treatment status of the Article, and any examination or comment concerning whether an Article has been processed or treated (including HPHT treated) is only an opinion of RapLab. Licensee agrees that RapLab shall not have any liability to Licensee or any third party for the failure to test, examine or detect whether an Article has been processed or treated or for any determination whether an Article was treated or processed. Licensee agrees to indemnify and hold harmless RapLab and its directors, managers, shareholders, employees and agents against and from any and all losses, damages, costs, and expenses, including attorney’s fees, which may be incurred by RapLab arising out of, related to, or resulting from third party claims that an Article submitted by Licensee is synthetic, treated, or processed when Licensee, at the time of submission of an Article, did not disclose to RapLab in writing that such Article was synthetic, treated, or processed.
   2. (i) a Grading Report is not a guarantee, valuation or appraisal, and may not be referred to as such; (ii) RapLab does not give economic valuation; (iii) RapLab does not issue Grading Reports on any Article except diamonds; (iv) RapLab makes no representation or warranty whatsoever, expressed or implied, regarding any Grading Report or any Article; (v) a Grading Report contains only a description or the results of the grading and/or examining by Rap Lab at the time of the grading and/or examining; (vi) the results of RapLab`s grading and/or examining of an Article may reasonably vary from the results of grading and/or examining performed by others, and may differ in the future as a result of changes and improvements in techniques and equipment for grading and/or examining; (vii) the results of RapLab`s grading and/or examining of an Article, map of the Article and the name and address of Licensee may be required to be provided to a domestic or international law enforcement agency or any interested third party if notice is served upon RapLab that a particular Article was stolen, is of other interest to the law enforcement agency, or is allegedly owned by said third party. If RapLab receives an Article with a similar map as the Article that is the subject of such notice from a law enforcement agency, or a third party, then RapLab may, and is hereby authorized, to hold such Article and inform the applicable law enforcement agency and /or interested third party with a competing claim of ownership and is hereby authorized to comply with any and all requests from a law enforcement agency and any orders or directives from a court of law having competent jurisdiction, and RapLab shall have no liability to Client in connection with its action in terms hereof; and (viii) RapLab specifically disclaims all express, implied and statutory warranties, including, but not limited to, the implied warranties of fitness for a particular purpose, merchantability, and non-infringement.
   3. RapLab is authorized to deliver any Article to any person presenting the Receipt for such Article, unless written notice to the contrary shall have been received by RapLab prior to delivery. RapLab may charge Licensee additional fees for delivery of Articles to persons or entities not presenting a Receipt and Licensee agrees to pay all such fees. Licensee will be solely responsible for any loss or damage to any Articles so delivered by RapLab as directed to any persons or entities not presenting a Receipt and RapLab will have no responsibility whatsoever for any such loss or damage or for the acts or omissions of any such individuals.
   4. RapLab may return all Articles delivered to it using the same carrier and insured for same value declared by the Licensee in shipping such Articles to RapLab`s laboratory provided such insurance is available through said carrier. Licensee agrees that RapLab will only insure registered mail parcels to a maximum of $25,000. Licensee further agrees to pay all costs of shipment and insurance to and from RapLab`s laboratory and RapLab shall not be responsible or liable for losses of or damages to any Article if shipped in accordance with this paragraph, or with Licensee’s express written instructions. Licensee also agrees that it is solely and fully responsible for all Articles submitted to RapLab by Licensee.
   5. Regardless of the declared value or amount of insurance referred to in the preceding paragraph, if there is a loss, misdelivery or damage of any Article shipped by RapLab to Licensee in accordance with the terms of the preceding paragraph, or with Licensee’s express written instructions, Licensee shall remain liable and agrees to pay any and all fees associated with the Services provided by RapLab to Licensee.
   6. If Licensee requests a Grading Report for an Article and RapLab does not issue such Grading Report for such an Article, then RapLab may, unless contrary written instructions have been provided by Licensee, issue the appropriate Grading Report for that Article and Licensee will pay the fees associated with the correct Grading Report.
   7. If a third party requests a summary of any Grading Report information, or a copy or duplicate of a Grading Report that was last submitted to RapLab by Licensee for grading or other Services (including without limitation any Article submitted by Licensee prior to the date of this Agreement), then RapLab may, in its direction, issue such a summary of any Grading Report information, or a copy or duplicate thereof, to the third party requester at such fees payable by said third party requester as is determined by RapLab in its sole discretion.
   8. This Agreement, together with the RapLab Client Services Agreement, applies to all Articles delivered on the date of coming into force hereof and at any time hereafter by the Licensee to RapLab and with respect to Grading Reports that may be issued by RapLab, or any extension thereof, and Inscription Services performed on such Articles during the currency hereof. In the event of any inconsistency between this Agreement and the RapLab Client Services Agreement, the RapLab Client Services Agreement shall prevail.
9. Proprietary Rights
   1. Licensee acknowledges and agrees that the Service, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation contain proprietary and confidential information. Licensee acknowledges that that the Service, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation, 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.
   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.
   3. Licensee acknowledges and agrees that the Service, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation, 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.
   4. Licensee acknowledges and agrees that all such rights, titles and interests in and to the Service, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation, are valid, subsisting and enforceable, and the Service, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation, 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.
   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, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation, 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, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and Information provided by the Service, including but not limited to, its components and methods of calculation, including but not limited to, any application directed to any rights subsisting therein, in Israel, the United States or elsewhere, or any application for extension of such rights.
   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, including all diamond grading analysis, and ancillary services, any Grading Reports and Images provided by RapLab and the content of the RapLab.com website, and the Information, including but not limited to, its components and methods of calculation, no matter the form provided, including without limitation, written, electronic or orally conveyed information, is considered proprietary and Confidential Information of RapLab. As used in this Agreement, the term “Confidential Information” shall mean and include, additionally, all confidential information and/or trade secrets including, but not limited to, the business and affairs of RapLab and its affiliates, how RapLab performs its diamond grading analysis and services, RapLabs’ operating systems and procedures, marketing strategy, knowledge concerning RapLab`s customers and their specialized requirements (including any lists and databases pertaining thereto), RapLab`s insurance brokers and agents, any technical, financial, or commercial data, or other data and information, including price data, whether or not patentable or eligible for copyright (including without limitation ideas, concepts, know-how, methods, techniques, structures, information and material relating to existing software or software in various states of development, including source code, object and load modules, requirements, specification, design notes, flow charts, documentation, technical and engineering data, and studies). Confidential Information shall also mean internal business procedures and business plans, including analytical methods and procedures, financial information, service and operation manuals and documentation therefore, ideas for new products and services, customer and marketing information materials, marketing and development plans, forecasts and forecast assumptions, future plans and potential strategies of corporation, financial data, including price and cost objectives, quoting policies and procedures, customer data (including but not limited to customer lists, names of existing, past or prospective customers and their representatives, data provided by or about such prospective, existing or past customers, customer service information and materials, data about the terms, conditions, and expiration dates of existing contracts with customers and the type, quality and specifications of products purchased by such customers). Without limiting the generality of the foregoing, Confidential Information shall also include any and all information and materials in RapLab`s possession or under its control for any other person or entity which it is obliged to treat as confidential or proprietary, and any and all information not generally known to the public or within industries or trades in which RapLab competes. The definition of Confidential Information applies, without regard, to whether any specific matters would be deemed confidential, material, or important. The parties stipulate that the matters are confidential, material, and important, and gravely affect the effective and successful conduct of RapLab`s business. 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. 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, including all diamond grading analysis, and ancillary services, any Grading Reports and Images provided by RapLab and the content of the RapLab.com website, and the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content of the Services, which shall survive termination or expiration of this Agreement without any period restriction, the provisions of this Section 9.6 shall survive termination or expiration of this Agreement for a period of two (2) years from disclosure by either party to the other of the last item of such Confidential Information.
   7. Licensee agrees upon the written request of RapLab to promptly deliver to RapLab all Confidential Information, together with all copies and summaries thereof in the possession or under the control of Licensee and materials generated by Licensee that includes or refers to any part of the Confidential Information without retaining a copy of any such material.
   8. Licensee hereby agrees and acknowledges that no license either express or implied is hereby granted to Licensee by RapLab to use any of the Confidential Information other than as provided for in this Agreement or the terms of RapLab`s Client Services Agreement.
   9. Given the nature of the Confidential Information and the terms and conditions of this Agreement and the damage that would result upon unauthorized disclosure or use, the parties agree that monetary damages alone would not be a sufficient remedy for the breach or threatened breach of Section 9.6. 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 8.6 without showing actual monetary damages in connection therewith, and without requiring a bond to be posted.
10. IMPORTANT LIMITATIONS
11. Information
    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.
12. Pricing
    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.
13. Insurance
    Licensee agrees that RapLab shall maintain a Standard Form Jewelers Block Policy to insure all Articles against loss or damage while in RapLab`s possession and Licensee agrees and declares (i) that the liability of RapLab, and its directors, managers, shareholders, employees and agents for any loss of, or misdelivery of, or damage to, any Article, even if caused by or resulting from the negligence or other fault, including fraud, willful misconduct, or gross negligence of RapLab, or any of its directors, managers, shareholders, employees or agents, shall be limited to the amount paid, if any, in respect thereof under any such policies by its insurance carrier; (ii) that in any event, RapLab and its directors, managers, shareholders, employees and agents shall not be personally liable for any such loss or misdelivery of, or damage to, any Article; and (iii) that regardless of the amount paid, if any under such insurance policies, if there is a loss, misdelivery or damage of any Article shipped by RapLab to Licensee in accordance with the terms of this Agreement, Licensee shall remain liable and agrees to pay any and all fees associated with the Services provided by RapLab to the Client pursuant to the terms of the RapLab Client Services Agreement.
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 "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.
15. Limitations of Liability
    Licensee expressly understands and agrees that RapLab 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 RapLab has been advised of the possibility of such damages), resulting from (i) the use or inability to use the Service (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alterations of your transmissions or data (iv) statements of conduct of any third party as the result of any use of the Service (v) any error in or omission from a Grading Report, or the issuance or use of, any Grading Report and/or Inscription, even if caused by or resulting from the negligence or other fault or omission of RapLab or any of its directors, managers, shareholders, employees or agents; (vi) any third party claim, suit, action or demand alleging that an Article infringes a third party`s patent(s),copyright(s) ,or other intellectual property rights; (vii) any Inscription Licensee requests to be included on an Article; and (viii) all other matters relating to the Service. RapLab can provide the service for a relatively small fee only because of the limitations of liability and warranty expressed in this agreement. In all instances RapLab does not assume any liability exceeding the fee paid by the licensee to use the Service. RapLab shall not be liable for any loss, damage or expense resulting from any error or omission in the Grading Report, or Information provided via the Service or from use of the Service even if caused by or resultant from the negligence or other fault or omission of RapLab. Licensee further agrees that in any event RapLab and its directors, managers, shareholders, employees or agents shall not be liable for indirect, special, consequential, incidental, exemplary, punitive, statutory or special damages, including lost profits, loss of market share , or damage to good name and reputation with respect to any of the foregoing matters or otherwise related to this Agreement, even if advised of the possibility or foreseeability of such damages, except for the payment of any insurance proceeds referenced in paragraph 12 above. In no event shall the total cumulative liability of RapLab exceed the price of the Services provided by RapLab to Licensee for which liability arises. The maximum amount of RapLab`s liability shall in any event be limited to the proceeds of any insurance policy, if received, in accordance with paragraph 12 above. 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. Licensee hereby releases and discharges RapLab and its directors, managers, shareholders, employees or agents from any and all liability, claims suits, actions and demands whatsoever, including, but not limited to, claims and demands for (i) the negligence or other fault (except fraud, willful misconduct, and gross negligence) of RapLab or any of its directors, managers, shareholders, employees or agents for any error in or omission from, or the issuance or use of, any Grading Report, and (ii) any error in or omission from, or the issuance or use of, any Grading Report caused by the acts of others. Licensee agrees to indemnify and hold harmless RapLab and its directors, managers, shareholders, employees or agents from and against any and all losses, damages, costs, and expenses, including attorney’s fees arising out of, related to Licensee`s failure to comply with any applicable law in requesting RapLab to perform the Services under this Agreement. RapLab may, in its discretion, refuse to perform services for certain Articles and for certain Licensees. In such event, RapLab will, unless otherwise prohibited by applicable law return the Article to Licensee as described in the RapLab Client Services Agreement. 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.
16. Inscription Services
    RapLab also provides Inscription Services. In the event Licensee desires to have RapLab provide Inscription Services and to laser inscribe any Article(s) at any time, the provisions below shall be applicable to the rendering by RapLab of such Inscription Services: Licensee acknowledges that in accepting delivery of the Article, and in placing the Inscription on the Article, RapLab is and will be acting in reliance on and in consideration of the following agreements by Licensee:
    1. Licensee represents and warrants that it is the owner of, or has obtained all necessary consents, authorizations or licenses for the lawful use of any copyright, trademark, moral or other intellectual property embodied in the Inscription.
    2. Licensee agrees to indemnify and hold harmless RapLab and its directors, managers, shareholders, employees or agents against any and all loss, liability or expense, including attorneys’ fees, for any error in, omission from, or use of, the Inscription, including but not limited to a claim made by a third party that the Inscription or any parts or elements thereof infringe upon the copyright, trademark, service mark, moral or other intellectual property rights of such third party (each, an “infringement claim”), even if caused by or resulting from the negligence or other fault or omission of RapLab or any of its employees or agents. licensee hereby releases and discharges RapLab and its directors, managers, shareholders, employees or agents from any and all claims and demands whatsoever, including claims and demands for the negligence or other fault or omission of RapLab or any of its directors, managers, shareholders, employees or agents from any error in, omission from, or use of, the said Inscription.
    3. Licensee agrees that upon demand by RapLab it shall diligently defend any infringement claim which is made or commenced against RapLlab, whether alone or together with Licensee or any other person, all at Licensee `s own cost and expense and by counsel to be approved by RapLab in the exercise of its reasonable judgment. In the alternative, RapLab may, at any time, elect to conduct its own defense through counsel selected by it at the cost and expense of Licensee.
    4. Licensee further agrees that any and all fees due for Inscription Services shall be paid to RapLab in accordance with the Schedule of fees for such Inscription Services as may be published by RapLab from time to time on its RapLab.com website and otherwise in accordance with the terms of the RapLab Client Services Agreement executed with Licensee.
    5. Licensee acknowledges that (i) the Inscription does not guarantee identification of the Article because, amongst other reasons, the Inscription may be removed by polishing; (ii) RapLab makes no representation or warranty regarding the Inscription or the Article; and (iii) the Inscription may not be used, in whole or in part, for purposes of advertising, publicity or promotion without RapLabs’ prior written consent.
    6. Licensee hereby authorizes RapLab to deliver the Article to any person presenting the Receipt, unless written notice to the contrary shall have been received by RapLab prior to delivery.
17. 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.
18. Notice
    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 RapLab may be made by registered mail to Rapaport Gemological Laboratories (Israel) Ltd, Diamond Tower, Betzalel Street 54, Suite 1362, Ramat Gan 52521, Israel.
19. Termination
    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 the RapLab Client Services Agreement Licensee has with RapLab lapses or is terminated for any reason.
    2. RapLab shall have the ability to terminate this Agreement for any reason at any time.
    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, and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and all Information provided by the Service, including but not limited to, its components and methods of calculation. Licensee may no longer access the Service and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and all Information provided by the Service, including but not limited to, its components and methods of calculation after termination of this Agreement and Licensee shall promptly, at RapLab`s option, delete any Service and ancillary services, any Grading Reports and Images provided by RapLab, and the content of the RapLab.com website, and all Information provided by the Service, including but not limited to, its components and methods of calculation, 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. Upon the expiration or termination of this Agreement, Licensee agrees to make no further use or utilization of any Confidential Information. 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.
    4. All restrictions regarding the use and distribution of the Information provided in terms of this Agreement shall survive the termination of this Agreement.
20. General
    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 Israel without reference to its conflict of laws principles, and the appropriate courts of law in Ramat Gan, Israel shall be the courts of competent jurisdiction. Licensee submits to the non-exclusive jurisdiction of the above- mentioned courts and such venue shall be the sole and exclusive venue for any action, suit, claim or proceeding arising out of or relating to this Agreement. The failure of RapLab, and /or 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 arose 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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