PGDNET.com Member License Agreement

Last Updated on April 30, 2015

1

General

1.1

Acceptance of PGDNet.com - Member License Agreement
By using the PGDNet site provided and accessing the Pure Grown Diamonds website and/or any Information (as defined below) from any Pure Grown Diamonds source, including but not limited to the PGDNet price list, pgdnet.com or PureGrownDiamonds.com, you contractually agree and accept the terms of is this Member License Agreement (“Agreement”).

1.2

PDGNet Member License Agreement
The PGDNet Member License Agreement incorporates and includes this document as well as the Pure Grown Diamonds Privacy Policy, which form an integral and inseparable part of this Agreement.

1.3

Changes
This Agreement may be changed from time to time and, unless you provide written notice within 3 business days, you agree to accept such changes as part of your contractual obligations. Such changes will be posted on the PGDNet website, www.pgdnet.com.

 

2

Definitions

2.1

The term “PGDNet” or “Licensor” when used in this Agreement includes:

  • Pure Grown Diamonds;
  • All Pure Grown Diamonds and/or PGDNet Services;
  • All employees, agents and consultants of Pure Grown Diamonds or any company which is owned, or partially owned by Pure Grown Diamonds.

2.2

The term “Service” refers to the services provided by Pure Grown Diamonds/PGDNet.com.

2.3

The term “Licensee” or “PGDNet member” includes the user, individual, and/or company applying for or using the Service.

2.4

The term “Information” refers to any price lists, Pure Grown Diamond lists, pricing information, news, trading information, PGDNet data or any other information or data provided by Pure Grown Diamonds.

 

3

Description of Service

3.1

Licensor provides Licensee access to the Information to enable the Licensee to buy and price pure grown diamonds.

3.2

Licensor does not guarantee the accuracy of any Information provided, nor is the Information an appraisal or guarantee of value.

3.3

Lab Grown 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 Licensor.

 

4

Access to the Service

4.1

Access to the Service is provided to current Licensee. Licensee must provide, at Licensee's own cost, all telephone, computer, modem and other equipment and software necessary to access and use the Service and shall be responsible for all charges necessary for such access and use.

4.2

Licensee must complete an application request for membership and access to the Service and shall provide to Licensor: (i) sufficient proof to Licensor’s reasonable satisfaction that Licensee is a bona fide member of the diamond and jewelry trade with verifiable industry affiliation; (ii) a copy of a government issued identification document or certificate confirming and verifying that Licensee is a duly constituted company, corporation or entity according to the laws of the state or country under which it was formed or incorporated; and (iii) a government issued identification document for each of the individual users of Licensee who shall have permitted access to and use of the Service. Licensor will not make any personal identification documents available to anyone without Licensee’s permission.

4.3

Licensor reserves the right to refuse, restrict, suspend, limit or terminate any or all Services provided to any Licensee at any time for any reason or no reason. Licensees who violate any of the provisions of this Agreement will be subject to having their membership revoked and/or be excluded from our PGDNet network.

4.4

Licensee may not disclose or share its access or password with any third party. Password use is strictly limited to the registered member. Licensee may request additional passwords from customer service in the event multiple users require access to the company data.

4.5

Licensee may not disclose PGDNet or Licensor Information or derivatives thereof to unauthorized third parties, including but not limited to Pure Grown Diamonds Price List and PGDNet Price Lists.

4.6

Licensee is 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.

4.7

Subject to the terms of this Agreement, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sub licensable, revocable license, for the term of this Agreement, to use the Service and the Information exclusively by Licensee, for Licensee’s own personal use and for internal purposes only.

 

5

Downloading Listings or Information

5.1

Licensee may not download Licensor listings without having applied for and been granted permission by Licensor.

5.2

Licensees may not resell or otherwise distribute any Information or downloaded listings without permission from Licensor.

5.3

PGDNet may exclude a Licensee from downloading Pure Grown Diamond inventory for any reason at any time as may be determined in the sole discretion of Licensor.

 

6

Licensee Agrees not to and shall not permit or assist any other party to:

6.1

Use the Service in any way that violates the laws of the United States and/or any jurisdiction in which the Licensee resides.

6.2

Access the service in any unauthorized manner.

6.3

Reverse engineer or copy the computer code or the underlying logic of the pricing and system.

6.4

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.

6.5

Disturb, interfere or disrupt the service, computer hardware or software providing the Service, including automatic downloads of queries via Licensee’s computer programs and/or use or access of the service in any manner for which it has not been designed or authorized.

6.6

Upload, email, or transmit anything that contains computer codes, viruses, files or programs that interrupt, destroy, or limit the functionality of any computer software, hardware or other equipment.

6.7

Attempt or obtain unauthorized access to any part of the Service or computer system.

6.8

Transmit any program or virus through or into the computer hardware or software used or provided by the Service.

6.9

Violate any Trademark, Copyright, agreement, Terms of Service, Rules or Terms and Conditions associated with the Service.

6.10

Use any information provided by the Service or Licesnor to establish a competing pricing or information service. This specifically includes the use of Licensor price information as the basis for quoting prices as a percentage of PGDNet prices on competing 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 Licensor’s Services, including but not limited to, the Information and any components or methods of calculation relating to such Information, that is competitive with Licensor or its affiliates or substantially similar thereto.

6.11

Misrepresent the information obtained from the Service or alter any Information provided by the Service.

6.12

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.

6.13

Print, save, copy or distribute any of the information provided by Licensor, except for the information provided to the Licensee in response to requests about prices for Pure Grown Diamonds.

6.14

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 Licensor.

6.15

Review, copy or download any Information including, but not limited to, Licensor’s prices, listings of Pure Grown Diamonds for sale, or buy requests for use, including partial or derivative use, in any other website, or trading system available to third parties.

6.16

Any of the following with respect to the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content of Licensor, without the express written permission of Licensor: (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 Licesnor 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.

 

7

Proprietary Rights

7.1

Licensee acknowledges and agrees that the Service, its software, information provided by the Service and the content of Licensor’s Services contain proprietary and confidential information. Licensee acknowledges that that the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content of Licensor (collectively, “Confidential Information”), are owned by Licensor, and that such is Confidential Information of Licensor and protected by various property and intellectual property rights owned exclusively by Licensor, 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.

7.2

Licensee recognizes that all information provided through Licensor is copyrighted by Licensor. Licensee agrees to respect all intellectual property rights of Licensor. Any copyright, trademark, logo, printed material, on-line information, or price report of Licensor may not be used in any promotion, advertising or publication without the express written permission of Licensor.

7.3

Licensee acknowledges and agrees that the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content provided by Licensor, 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 Licensor.

7.4

Licensee acknowledges and agrees that all such rights, titles and interests in and to the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content of Licensor are valid, subsisting and enforceable, and the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content provided by Licensor, is a product of the selection, coordination, arrangement, and editing of Licensor and its affiliates and that such efforts involve the considerable expenditure by Licensor and its affiliates of time, effort, creativity, money and judgment.

7.5

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 Licensor in and to the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content provided by Licensor, 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 Licensor and/or any of its affiliates in connection with the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content provided by Licensor, 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

7.6

All information regarding the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content of Licensor, no matter the form provided, including without limitation, written, electronic or orally conveyed information, is considered proprietary and Confidential Information of Licensor. In fulfilling its confidentiality obligations, each party shall use a commercially reasonable standard of care, at least the same standard of care, which it uses to protect its own similar confidential or proprietary information. The specific terms of this Agreement shall be treated as Confidential Information. Confidential Information shall not include (i) any information that is or becomes generally available to the public or to the receiving party hereunder from sources other than the providing party (provided that the receiving party is aware of the source of such information and such source is not known to the receiving party to be subject to a confidentiality agreement or obligation with regard to such information), (ii) any information that is independently developed by the receiving party without use of or reference to information from the providing party or (iii) any information already available to or in the possession of the receiving party prior to delivery by the forwarding party, free of a confidentiality obligation. Notwithstanding the foregoing, either party may reveal Confidential Information to any regulatory agency or court of competent jurisdiction if such information to be disclosed is (a) approved in writing by the other party for such disclosure or (b) required by law, regulatory agency or court order to be disclosed by a party, provided, if permitted by law, that prior written notice of such required disclosure is given to the other party, except that prior written notice shall not be required to be provided prior to disclosure to a regulator having jurisdiction over the receiving party, and provided further that the providing party shall cooperate with the other party to limit the extent of such disclosure. With the exception of Confidential Information regarding the Service, its software, the Information, including but not limited to, its components and methods of calculation, all information provided by the Service and the content of Licensor, which shall survive termination or expiration of this agreement without any period restriction, the provisions of this Section 7.6 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.

7.7

Given the nature of the Confidential Information and the terms and conditions of this Agreement and the damage that would result upon unauthorized disclosure or use, the parties agree that monetary damages alone would not be a sufficient remedy for the breach or threatened breach of Section 7.6. 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 7.6 without showing actual monetary damages in connection therewith, and without requiring a bond to be posted.

 

8

Technical Difficulties

8.1

From time to time technical difficulties may render the Service inoperable. Licensor does not guarantee uninterrupted Service and accepts no liability for any such interruption.


IMPORTANT LIMITATIONS

9

Information

 

The Information provided is not a recommendation or suggestion of any kind to buy or sell Pure Grown Diamonds; nor is it an appraisal, guarantee of value, warranty, valuation.

 

10

Grading

 

Diamond grading laboratories and the jewelry trade use subjective methods of analysis. Licensor grades may vary each time a Pure Grown 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.

 

11

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 AVAILABLE” BASIS.


LICENSOR MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET LICENSEE`S REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) 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 LICENSOR 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 FOR THE SERVICE. NO WARRANTY OF ANY KIND IS EXTENDED TO ANY THIRD PARTIES.

 

12

LIMITATIONS OF LIABILITY

 

LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSOR 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 LICENSOR 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 THE INFORMATION PROVIDED BY THE SERVICE, (VI) AND ALL OTHER MATTERS RELATING TO THE SERVICE.

IN ALL INSTANCES LICENSOR DOES NOT ASSUME ANY LIABILITY TO USE THE SERVICE.

LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR EXPENSE RESULTING FROM ANY ERROR OR OMISSION IN THE INFORMATION PROVIDED BY LICENSOR OR THE SERVICE OR FROM USE OF THE SERVICE EVEN IF CAUSED BY OR RESULTANT FROM THE NEGLIGENCE OR OTHER FAULT (EXCEPT FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE) OF LICENSOR.

LICENSOR DOES NOT GUARANTEE THAT PURE GROWN DIAMONDS LISTED ON THE SERVICE WILL BE SOLD TO ANY OF THE LICENSEES.

 

13

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.

 

14

Notice

 

Notices to Licensee may be made via Email or regular mail. Licensor 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 its website. Notice to Licensor may be made by registered mail to Pure Grown Diamonds, 28 West 44th Street, Suite 1204, New York, NY 10036

 

15

Termination

15.1

Both parties shall have the ability to terminate this Agreement for any reason at any time upon notice to the other party.

15.2

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 and no longer have access to the Service, its software, the Information, including but not limited to its components and methods of calculation, all information provided by the Service and the content of Pure Grown Diamonds.  Licensee shall promptly, at Licensor’s option, delete any software, Information, including but not limited to, Licensor’s components and methods of calculation, all information provided by the Service and the content of Licensor, 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 Agreement. At Licensor’s request, Licensee shall provide to Licensor written confirmation from a director or Licensee’s internal legal counsel of compliance with this Section 15.2.

15.3

All restrictions regarding the use and distribution of the Information provided in the terms of this Agreement shall survive the termination of this Agreement.

16

Indemnity

 

Licensee agrees to indemnify, defend, and hold Licensor and its affiliates, subsidiaries, related parties, equity owners, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders harmless from any claim, demand, or liability, including reasonable attorney fees and costs, that may be made by any third party, that is due or arising out of Licensee’s violation of the terms of this Agreement.

 

17

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 New York.  Each of the parties agrees that the state and federal courts located in the State of New York shall have the exclusive jurisdiction to adjudicate any disputes between the parties, and each party hereby agrees to submit to the jurisdiction of such courts.  The failure of Licensor 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 (6) six months after such cause of action first accrues or shall forever be barred. The section titles of this Agreement are for convenience only and have no legal or contractual effect.