RAPAPORT DATA LICENSING AGREEMENT

Last updated – May 3, 2021

This license agreement (this "License") is made between you and Rapaport (as defined below). This License governs the use by you of Rapaport Products, diamond prices, reports, data, indices and/or RapNet diamond listings (the "Data").

By clicking the "I Agree" button you hereby agree to use the Data in accordance with the terms of this License and you are confirming that you are authorized by, and capable of binding the company or corporation on behalf of whom you are entering this License.

WHEREAS:

1. Data includes all Rapaport supplied diamond, gem and jewelry industry related business information and products, including, but not limited to, Rapaport Price Lists, Rapaport Magazine, the Rapaport Research Report, the Rapaport Monthly Report, Rapaport News, the Rapaport Diamond Price Statistics Annual Reports, Auction Results, RapNet Diamond Trading Network and Rapaport pricing and information services, RapNet Price Lists, Rapaport Diamond Indices, RapNet Diamond Index (RAPI), RapNet diamond listings, and other related products, data and information as may be made available from time to time, in printed, electronic and/or digital format (the “Rapaport Products”).
2. You wish to license access to the Data from Rapaport.
3. This License sets out the terms and conditions which shall govern your use of the Data.

IT IS HEREBY AGREED:

This License is subject to the terms and conditions of any Rapaport Services Member License Agreement or Terms of Service you may have entered into, which remains unamended, and in full force and effect.

“Website" refers to the website and all relevant sub-pages at http://www.diamonds.net, http://www.rapnet.com, technet.rapaport.com, store.rapaport.com, or such other website and/or address as may be notified to you from time to time.

"Rapaport" or "Licensor" or "we" means Rapaport USA, Inc. of 133 East Warm Springs Rd, Suite 100, Las Vegas, NV 89119, USA, and any company, entity or corporation that is now or in the future owned, controlled or operated by Martin Rapaport and/or any Rapaport Trust whose beneficiaries are the family of Martin Rapaport and which may be substituted for the contracting party to this License, and the term, “Rapaport" or "Licensor" or "we" shall be a reference to any such company, entity or corporation, as well as all employees, agents and consultants of Rapaport.

1. LICENSE

   1. In consideration for the fees payable by you for the Rapaport Products as displayed on the relevant Rapaport Website, or as otherwise agreed between you and Rapaport in writing, and the undertakings and obligations specified in this License, we, the Licensor, grant you, as Licensee, a limited, non-exclusive, non-transferable, non-sublicensable and non- refundable, revocable license for the term of this License to use the Data exclusively by you, solely for your own personal use in your business or organization, and for internal purposes only, subject to the following conditions:
      1. You agree that Rapaport retains exclusive ownership of the Data and all of the documentation and computer recorded data related thereto.
      2. You acknowledge and agree that the Data, including but not limited to, its components and methods of calculation, and in whatever form provided, including in writing, electronically or verbally, and all other information provided by Rapaport, including but not limited to, all documentation, and software (hereinafter collectively referred to as the “Rapaport Proprietary Information”), 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. "Intellectual Property" shall include rights in software, 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.
      3. You acknowledge and agree that all such rights, titles and interests in and to the Rapaport Proprietary Information are valid, subsisting and enforceable, and the Rapaport Proprietary Information is a product of the selection, coordination, arrangement, expertise, investment and editing by Rapaport and its affiliates and that such efforts involve the considerable expenditure by Rapaport and its affiliates of time, effort, creativity, money and judgment.
      4. You agree that you 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 Rapaport Proprietary Information, or any Intellectual Property rights and any property and proprietary rights related thereto. You further agree that you will not oppose or contest any patent, trademark registration, copyright registration, domain name registration, any application relating to any of the foregoing, and/or any other intellectual property or property right, of Rapaport and/or any of its affiliates in connection with Rapaport Proprietary Information, including but not limited to, any Intellectual Property rights or any application directed to any rights subsisting therein, in the United States or elsewhere, or any Intellectual Property rights or any application for extension of such rights.
      5. Licensee 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 Rapaport Proprietary Information. All information regarding the Rapaport Proprietary Information, 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, Licensee 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 Licensee from sources other than Rapaport (provided that the Licensee is aware of the source of such information and such source is not subject to a confidentiality agreement with regard to such information), (ii) any information that is independently developed by the Licensee without use of or reference to information from Rapaport or (iii) any information already available to or in the possession of the Licensee prior to delivery by the forwarding party, free of a confidentiality obligation, and which can be conclusively established by written documents. 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. The provisions of this Section 1.a. shall survive termination or expiration of this agreement without any period restriction
      6. 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 1.a. 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 1.a. without showing actual monetary damages in connection therewith, and without requiring a bond to be posted.
      7. vii. You agree not to use the Data and Rapaport Proprietary Information in any way beyond the scope of this License and that You will use sufficient due diligence to safeguard and protect the Data and Rapaport Proprietary Information from unauthorized use and/or infringement.
      8. You shall not copy, reproduce, re-manufacture, alter or in any way duplicate all or any part of the Data or any Rapaport Proprietary Information, electronically or in any other medium, whether modified or translated into any other format or not, except for use by You in your business or organization as specified in this License and in accordance with the terms and conditions of this License. You shall not, and shall not permit any other party, to do any of the following with respect to the Data or to any Rapaport Proprietary Information, without the express written permission of Rapaport: (i) copy; (ii) remove or alter any copyright, trademark, patent or other notices; (iii) reproduce, 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, decompile, disassemble or otherwise attempt to discern 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 use or 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 or negligently transmit any virus or other potentially harmful device in connection with Licensee's use thereof.
      9. You shall not use the Data, any Rapaport Proprietary Information or any other information provided by Rapaport to establish or assist in any manner a competing diamond pricing, trading or information service or product. In addition, without derogating from the aforesaid, you will not use Rapaport price indices in any financial product without entering into a specific separate license agreement with Rapaport which will govern any such financial product. You expressly represent and warrant that none of you, your affiliates, or any of your or 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 data or any Rapaport Proprietary Information, including but not limited to, anything identical or similar to the Data or to any Rapaport Proprietary Information, that is competitive with Rapaport or its affiliates or substantially similar thereto.
      10. You agree that unauthorized distributing, copying, duplicating, using, creating derivative works or otherwise reproducing all or any part of the Data or Rapaport Proprietary Information provided by Rapaport, or the failure to protect such Data or Rapaport Proprietary Information, other than use in your business or organization, will actually and materially harm or prejudice the interests of Rapaport. You agree that in the event You breach this License, You will be liable for damages or injunctive relief as may be determined by a court of competent jurisdiction.
   2. You may appoint agents or sub-contractors to carry out any of the activities permitted under clauses 1.a of this License. However, you acknowledge that You shall be responsible for ensuring that such agents or sub-contractors at all times comply with and use the Data and Rapaport Proprietary Information according to the terms of this License and that You will at all times remain liable to Rapaport for the acts and omissions of such agents and sub-contractors. Except as expressly set out above, You may not share with, or reveal the Data or any Rapaport Proprietary Information to, any other third party under any circumstances.
   3. You acknowledge that the Data and Rapaport Proprietary Information is owned solely and exclusively by Rapaport, and that such Data and Rapaport Proprietary Information is proprietary and 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 and misuse laws, property laws, copyrights, database rights, design rights, trade secret laws, trademarks and/or patents.
   4. You may only use the Data and Rapaport Proprietary Information as expressly granted under this License and for the avoidance of doubt the Data and Rapaport Proprietary Information may not be sold, redistributed or licensed to any third parties or contained within any commercial product or service. Any use of the Data or Rapaport Proprietary Information outside those expressly granted under this License requires the prior written consent of Rapaport.

2. MODIFICATIONS

   1. Rapaport provides no warranty as to the accuracy of the Data and Rapaport Proprietary Information. However, if we become aware that the Data or Rapaport Proprietary Information are in any way inaccurate in any material respect, while Rapaport has no obligation, in Rapaport’s sole discretion it may decide to use reasonable efforts to correct the error by modifying the Data or Rapaport Proprietary Information.
   2. You hereby acknowledge that we may, at our sole discretion, withdraw the availability of the Data or Rapaport Proprietary Information or any updates at any time.

3. LIABILITY

   1. You accept that the Data and Rapaport Proprietary Information have been devised to meet general market requirements and not specifically designed to meet your own particular business, technical or other requirements. All warranties relating to the Data and Rapaport Proprietary Information, whether express or implied by statute, are excluded to the fullest extent permitted by law and in no circumstances shall we be liable for any loss or damage arising out of the Data or Rapaport Proprietary Information or in any way whatsoever, whether direct or indirect, incidental, special, consequential, punitive, exemplary or any other damages (including loss of profit or goodwill) and whether arising through negligence, misrepresentation or otherwise.
   2. You accept that Rapaport shall not be liable for any loss, damage or expense resulting from any error or omission in the Data or Rapaport Proprietary Information even if caused by or resultant from the negligence or other fault (except fraud, willful misconduct or gross negligence) of Rapaport, and even if advised of the possibility of such damages.

4. PRICING

   1. Rapaport does not guarantee the accuracy or completeness of any diamond pricing data and gives full notice that Rapaport prices are based on Rapaport's subjective opinion of current 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. 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.
   2. 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. Rapaport prices 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.
   3. 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 an impact on the price of a diamond. Our pricing structure 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 may be substantially higher or lower than actual transaction prices in the various markets.
   4. 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 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.

5. TERM AND TERMINATION

   1. This License will take effect once You have clicked on "I Agree" below and will continue until the expiry or termination of this License. Any other license granted to you arising from any membership or subscription to Rapaport Products will automatically terminate if such membership or subscription lapses or is terminated for any reason.
   2. If you are in material breach of a provision of this License and do not remedy the breach within 7 days after You receive notice from us requiring You to do so, we may immediately terminate this License without notice to You.
   3. Rapaport shall have the ability to terminate this Agreement at any time by providing thirty (30) days written notice to Licensee of such termination.
   4. Rapaport may, without prejudice to any other rights or remedies, terminate this Agreement and the Licenses granted herein, if a petition in bankruptcy has been filed by the Licensee (upon 60 days written notice to Licensee with an opportunity to cure within the stated period if a petition has been filed against the Licensee), or the Licensee has made an assignment for the benefit of creditors, or a receiver has been appointed for the Licensee or any substantial portion of Licensee's property, or the Licensee's or its officers or directors takes appropriate action approving or makes an application for any of the above.
   5. Rapaport may elect, without prejudice to any other rights or remedies, to terminate this Agreement, immediately upon written notice, in the event that Licensee undertakes a transaction that would result in a Change of Control with respect to Licensee. Licensee shall provide notice to Rapaport in writing of its execution of any agreement confirming its intention to undertake a transaction that would result in a Change of Control with respect to Licensee. At any time within thirty (30) days from receipt of such a notice from Licensee, or Rapaport otherwise learns of such intentions of a Change of Control, Rapaport may terminate this Agreement by giving Licensee notice in writing of its election to terminate. The termination of this Agreement shall be effective no sooner than thirty (30) days after the service of such notice but no later than three (3) months after the service of such notice. "Change of Control" shall mean, with respect to a party, (i) sale of all, or substantially all, of the Party's assets to another party, or (ii) the transfer of equity ownership of the Party or the merger of the Party with another party (or similar transaction), such that a person or persons which could not elect a majority of the directors of that Party or otherwise exert control over that Party before such transfer, could elect a majority of the directors or otherwise exert control afterwards, other than a transfer which occurs in connection with an initial public offering of the shares of such Party.
   6. Upon termination of this License, the licenses granted to Licensee herein shall immediately cease, and Licensee shall immediately cease using the Data and Rapaport Proprietary Information, including but not limited to, its components and methods of calculation, and in whatever form provided, including in writing, electronically or verbally, and all other information provided by Rapaport, including but not limited to, all documentation, and software. You may no longer access the Data and Rapaport Proprietary Information and You shall promptly, at our option, delete any Data and Rapaport Proprietary Information 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 5f.

6. GENERAL

   1. The terms and conditions set out in this License may be altered and changed from time to time and, unless you provide written notice within three (3) business days, you agree to accept such alterations and changes as part of your contractual obligations. Such alterations and changes will be posted on the relevant Websites.
   2. This License represents the entire agreement between the parties hereto relating to the Data and Rapaport Proprietary Information and supersedes all previous statements and representations.
   3. Both parties acknowledge and agree that the parties' relationship is strictly and solely that of an independent contractor and that nothing contained in this License shall be construed to create an agency, partnership or joint venture between the parties.
   4. Neither party may assign or transfer in whole or in part any of its rights or obligations under this License without the prior written consent of the other party although we may assign this License within Rapaport without your prior written consent. No failure or delay by either party in exercising any right, power or remedy under this License shall operate as a waiver of any such right, power and remedy.
   5. This License shall be governed by, construed and take effect in accordance with the laws of New York, United States with no regard to the any conflict of laws provisions.
   6. 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. You agree that regardless of any law to the contrary, you must file any claim or cause of action arising out of or related to use of the Data, the Rapaport Proprietary Information or this Agreement within (6) six months of the event such claim or cause of action in based on, or forever be barred from doing so. The clause titles of this Agreement are for convenience only and have no legal or contractual effect.

7. Electronic Signature Agreement

   By selecting the “I Agree” button and completing Your personal and company details, You are signing this Agreement electronically and agree to be bound by all the terms of this Agreement as at the date hereof (the “Effective Date”). You agree that Your electronic signature is the legal equivalent of Your manual signature on this Agreement. By selecting “I Agree” You consent to be legally bound by this Agreement and the Terms and Conditions. You further agree that Your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Rapaport instructions, acknowledgment, disclosures or communications electronically constitutes Your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by You in writing and has the full force and effect of a signature affixed by hand to a paper document. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of Your E-Signature or the validity of any resulting agreement between You and Rapaport arising from the terms hereof.

   PLEASE INDICATE YOUR CONSENT AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING ON THE “I AGREE” BUTTON.