Last updated – January 2, 2013

RAPAPORT – PRICES, DATA AND INDICES – LICENSING AGREEMENT

This license agreement (this "License") is made between you and Rapaport (as defined below). This License governs the use by you of Rapaport diamond prices, data, indices and/or RapNet diamond listings (the "Data").
By clicking the "Submit" 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 business information and products, including Rapaport Price Lists, RapNet Price Lists, Rapaport Diamond Indices, RapNet diamond listings and other related products;
2. You wish to receive access to the Data.
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 member agreement you may have entered into, which remains unamended, and in full force and effect.
"Web Sites" means the web site on the Public Internet at http://www.diamonds.net, http://www.rapnet.com, http://technet.rapaport.com or such other web site and/or address as may be notified to you from time to time.
"Rapaport" or "Licensor" or "we" means the Rapaport Group of companies, which includes Martin Rapaport, Rapaport USA, Inc. and any company in which Martin Rapaport has a majority interest, as well as all employees, agents and consultants of Rapaport.

1. LICENSE

a. In consideration of the undertakings and obligations specified in this License, we, the Licensor, grant you, as Licensee, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for the term of this License to use the Data exclusively by you, for your own personal use in your business or organization, and for internal purposes only, subject to the following conditions:

i. You agree that Rapaport retains exclusive ownership of the Data and all of the documentation and computer recorded data related thereto.

ii. 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, 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 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.

iii. You acknowledge and agree that all such rights, titles and interests in and to 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, are valid, subsisting and enforceable, and 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, 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.

iv. 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 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, or any Intellectual Property rights and any property and proprietary rights related thereto. You further agree that you will not oppose or contest any application by Rapaport and/or any of its affiliates in connection with the Data, including but not limited to, its components and methods of calculation, and all other information provided by Rapaport, including but not limited to, all documentation, and software, 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.

v. 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 Data, including but not limited to, its components and methods of calculation, and all other information provided by Rapaport, including but not limited to, all documentation, and software, 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 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 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, which shall survive termination or expiration of this agreement without any period restriction, the provisions of this Section 1.a.v 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.

vi. 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.v. 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.v without showing actual monetary damages in connection therewith, and without requiring a bond to be posted.

vii. You agree not to use the Data in any way beyond the scope of this License and that You will use sufficient due diligence to safeguard and protect the Data from unauthorized infringement.

viii. You shall not copy, reproduce, re-manufacture or in any way duplicate all or any part of the Data, 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, including but not limited to, its components and methods of calculation, and all other information provided by Rapaport, including but not limited to, all documentation, and software, 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.

ix. You shall not use the Data or any information provided by Rapaport to establish 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, including but not limited to, anything identical or similar to the Data and its components and methods of calculation, and any other information provided by Rapaport, including but not limited to any documentation, and software, that is competitive with Rapaport or its affiliates or substantially similar thereto.

x. You agree that unauthorized distributing, copying, duplicating, or otherwise reproducing all or any part of the Data provided by Rapaport, or the failure to protect such Data 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.

b. 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 use the Data 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 to, any other third party under any circumstances.

c. You acknowledge that the Data is owned by Rapaport, and that such Data 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.

d. You may only use the Data as expressly granted under this License and for the avoidance of doubt the Data may not be sold, redistributed or licensed to any third parties or contained within any commercial product or service. Any use of the Data outside those expressly granted under this License requires the prior written consent of Rapaport.

2. MODIFICATIONS

a. Rapaport provides no warranty as to the accuracy of the Data. However, if we become aware that the Data are in any way inaccurate in any material respect, we shall use all reasonable efforts to correct the error by modifying the Data.

b. You hereby acknowledge that we may, at our sole discretion, withdraw the availability of the Data or any updates at any time.

3. LIABILITY

a. You accept that the Data 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, 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 in any way whatsoever, whether direct or indirect, consequential, exemplary or any other damages (including loss of profit or goodwill) and whether arising through negligence, misrepresentation or otherwise.

4. TERM AND TERMINATION

a. This License will take effect once You have clicked on "Submit" below and will continue until the expiry or termination of this License. This License will automatically terminate if any membership or subscription you have with Rapaport lapses or is terminated for any reason.

b. 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 by notice to You.

c. Rapaport shall have the ability to terminate this Agreement at any time by providing thirty (30) days written notice to Licensee of such termination.

d. 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 action approving or makes an application for any of the above.

e. 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 or 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.

f. On termination of this License, the licenses granted to Licensee herein shall immediately cease. Upon termination of this Agreement, Licensee shall immediately cease using 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. You may no longer access the Data and You shall promptly, at our option, delete any Data 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 4f.

5. GENERAL

a. Other than updates of this License as may be available through the Web Sites, the terms and conditions set out in this License may be altered only in writing signed by both parties.

b. This License represents the entire agreement between the parties hereto relating to the Data and supersedes all previous statements and representations.

c. 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.

d. 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.

e. This License shall be governed by, construed and take effect in accordance with the laws of Nevada, United States with no regard to the any conflict of laws provisions.