1 Introduction 1.1 These terms and conditions (the Terms) apply to the use of the Tracr website at www.tracr.com (the Website) Unless any other specific terms and conditions are made available by us, these Term salso apply to any/all services, products and tools made available by Tracr either through the Website or through a link or portal provided to you by or on behalf of us (such services, products and tools, together with the Website, together being the Services). The Services to which these Terms apply also include any and all of the associated services, functionality, integrations and documentation made available by Tracr.
1.2 The Services are provided by Tracr Limited, a company incorporated under the laws of England and Wales under company number 07816513 with its registered office at 17 Charterhouse Street, London, United Kingdom, EC1N 6RA (we,us, our). Our VAT number is GB243565264.
1.3 Please read these Terms carefully as they set out the basis on which you may access, and/or use the Services and all associated features, content, materials, data and information made available to you by us (Content).Please also see our Privacy Notice (https://www.tracr.com/legal/privacy-policy) which sets out details of how we will process your personal information.
1.4 These Terms take effect when you click the “I Accept” button or checkbox presented with these Terms prior to logging in to the Services or, if earlier, when you access and/or use any of the Services. By accepting theTerms or otherwise accessing and/or using the Services you are confirming to us that you have read these Terms and that you: (a) will only access and/or use the Services in your capacity as a representative of a business or company (where applicable being the specific legal entity you notified to us as part of any sign-up process required for the applicable Services) and not as a consumer; and (b) agree to be bound by these Terms. Please note that you must provide the full name of the legal entity which will be entering into these Terms as opposed to any particular brand name, “trading as” or “doing business as” name.
1.5 Where you notify us, as part of any sign-up process, that you are a representative of a particular business or company (for instance, by using your company email address), you warrant that you have the authority to bind the legal entity of such business and/or company to these Terms and that such business and/or company will comply with these Terms.
1.6 We may revise these Terms at any time by posting a revised version on the Website or relevant log-in page for the Services, or by otherwise notifying you by email to the email address associated with your account. Any changes made to these Terms will be effective from the date stated at the end of these Terms, please therefore ensure you read these Terms each time you access the Website and/or the applicableServices. It is your responsibility to check the Terms for any modifications. If you do not accept any new Terms we make available then you should not use the applicable Services.
2 Contacting Us 2.1 If you would like to contact us for any reason in connection with the Services, including to make a complaint about the Services or anything contained in them, please contact us at email@example.com.
3 Age Limits 3.1 The Services are intended to be accessed and/or used by persons who are at least 18years old. If you are under 18 years old, please do not access and/or use theServices. By accessing and/or using the Services, you are confirming to us that you are at least 18 years old. Your ability to access and/or use the Services may be terminated without warning if we have any reason to believe that you are younger than 18 years old.
4 Access to and Use of the services 4.1 There is currently no charge to access and/or use the Services. We may stop offering any or all of the Services (free of charge or otherwise) at any time. If any or all of the Services become paid-for Services your access to and use of the Services will automatically terminate and you will need to enter into a commercial agreement with Tracr to access/continue to use the Services.
4.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-assignable, non-transferable, revocable license to use the Services in accordance with these Terms. You may use the Services only as expressly permitted in these Terms unless, if applicable, any other Services specific terms and conditions are made available to you by us. Violation of these Terms may result in the suspension or termination of your use of the Services.
4.3 If you are using the Tracr API, you may use it to develop, test, and support your application, and allow users to use your integration of the API within your application.
4.4 When using the Services you agree that you will: (a) only use the Services in accordance with any parameters and specifications that we have made available to you from time to time; (b) unless specifically requested by us, not use the Services to share with us any information (including as part of any content, information, data and/or other materials you may have uploaded to any of the Services)which directly or indirectly may identify yourself or any other individual (including without limitation any “personal data” and/or any “personally identifiable information” or “PII”); (c) not reverse engineer, decompile, disassemble or otherwise attempt to obtain the Services’ source code,other than as permitted by applicable law; (d) not copy, display or otherwise use the Content outside of the applicable Services; (e) not use software (including any spider, scraper or bot) to monitor, harvest or copy any Content from the Services; (f) not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive; (g) not use the Services to bully, insult, intimidate or humiliate any person; (h) not use the Services to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); (i) not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device; (j) not make network connections to any users, hosts, or networks unless you have permission to communicate with them; (k) not use an unreasonable amount of bandwidth, or adversely impact the stability of the Services or the behaviour of other applications using the Services; and/or (l) use the Services in a way that could create, in our sole discretion and judgment, an unreasonable risk to users from a security or privacy perspective.
4.5 We reserve the right, but do not assume the obligation, to investigate any violation of these Terms or misuse of the Services and we may remove, disable access to, or modify any content or resource that violates the Terms or any other agreement we have with you for use of the Services.
4.6 If you breach (or we reasonably suspect that you have breached) any provision of these Terms, your authorisation to access and/or use the Services may be suspended or terminated. You must promptly report any breach of these Terms to us.
4.7 You acknowledge that allContent is confidential and proprietary to us and, as such, you will keep all such Content confidential and will not use or display any Content outside of the Services.
4.8 You agree to comply with all reasonable instructions that we may give you regarding your use of the Services. You agree that we may delete any information, data and/or other materials you may have uploaded to any of the Services that does not comply with these Terms.
4.9 You are responsible for obtaining and configuring (at your own cost) all necessary devices, computer programs, IT, platforms and telecommunications services required to access and use the Services.
4.10 You are responsible for ensuring that no person uses your account and/or device to access the Services without your permission. We will be entitled to assume that anyone who accesses the Services using your account and/or device has your permission to do so and you will be responsible for any charges, costs, losses or liabilities that may be incurred by any such persons. You understand that all end users which are authorised by you to access and use your account will be able to view the entire inventory in the account and that there is currently no functionality to grant limited access to certain sub-sets of the account inventory.
5 Accounts 5.1 In order to access and/or use certain of the Services, you may need to register for an account (for example on a sign-up page). To register for such an account, you will generally need to complete a registration form which will require you to submit an original username and password. For certain of the Services, you will first send us user credentials which we will use to provision user access to a particular instance. We reserve the right to refuse to accept any user for any reason. Only one account per user is permitted for use of the Tracr Platform.
5.2 Any account you or we create in relation to your use any of the Services is personal to you and you are not entitled to transfer your account to any other person. You agree to take all steps necessary to protect any of your account log in details and keep them secret. You shall not give such log in details to anyone else or allow anyone else to use your login details or account (whether within or outside of your business or company).
5.3 We will be entitled to assume that anyone logging into any account of yours using your log in details is you. If you fail to keep any login details secret, or if you share any login details or account with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this and agree to fully compensate us for any losses or harm that may result. We will not be responsible to you for any loss that you suffer as a result of an unauthorised person accessing any account and/or using the Services and we accept no responsibility for any losses or harm resulting from its unauthorised use, whether fraudulently or otherwise.
5.4 For the Services where we manage the user set-up, you are responsible for informing us of any users who have left your organisation in order to arrange for the relevant accounts to be disabled.
6 Uploading content and data to the services 6.1 You retain all of your ownership rights in any content or data (including any content, information or data which you upload via the Services (“User Data”)) that you upload to the Services, but you grant us and our service providers a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, store, distribute, prepare derivative works of, display and copy that content in connection with the Services and so that we can provide the Services and further develop the Services including the conduct of internal testing. You warrant that the User Data which concerns a physical diamond asset which you upload to the Services relates to a physical diamond asset which you legally own and which is a natural untreated diamond. Unless expressly agreed otherwise by Tracr in writing, the owner of the physical diamond asset and related User data shall be the party to whom the Tracr Platform is provisioned.
6.2 When you submit User Data to the Tracr platform it is registered as a digital asset on the Tracr ledger. Following submission of the User Data to the Tracr Platform, the subsequent transfer of the digital asset is managed by Tracr. However, you acknowledge and agree that Tracr does not, and is unable to, verify the accuracy and/or validity of the original UserData at the point of their submission to the Tracr platform by you. You represent and warrant that any/all User Data will be lawful, accurate, valid and complete at the point of their submission by the Tracr platform in order to create the digital asset.
6.3 You are responsible for taking appropriate action to secure, protect and backup your accounts in connection with the Services and/or your User Data in a manner that will provide appropriate security and protection.
7 Confidentiality 7.1 To the extent access to any of Tracr (orits group companies) confidential information is given via the Services, youwill hold such confidential information in confidence and not make suchconfidential information available to any third party, or use such confidentialinformation for any purpose other than for the purposes of using the Servicesin accordance with these Terms.
7.2 You will take all reasonable steps toensure that such confidential information to which you have access via theServices is not disclosed or distributed by you, or your employees or agents inviolation of these Terms.
7.3 You may disclose such confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent you are legally permitted to do so, you give us as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this paragraph, you take into account our reasonable requests in relation to the content of such disclosure. 8 Diamond Share 8.1 The Tracr Diamond Share is created by Tracr Limited (company number 07816513) (“Tracr”, “we”, “us”), on behalf of, and for the benefit of, users of the Tracr Platform only. Our users may, at their discretion, share the Tracr Diamond Share with their customers and access by customers to the Tracr Diamond Share shall be subject to this disclaimer.
8.2 Tracr may revise this disclaimer at any time by posting a revised version on this webpage. Any changes made to this disclaimer will be effective from the date stated at the end of this disclaimer. Please check this disclaimer each time you access the Tracr Diamond Share to ensure you understand the terms that apply at that time.
8.3 Tracr reserves the right to change, edit, suspend access to, or delete any Tracr Diamond Share or any part of them at any time.
8.4 The Tracr Diamond Share is designed and intended to be used by, and shared with, business users only, andare not intended to be shared with consumers.
8.5 Users of the Tracr Platform submit certain original data to the Tracr Platform which are then registered as a digital asset on the Tracr ledger. Whilst Tracr uses its reasonable endeavours to assure accuracy, validity, and consistency of the original data at the point of their submission to the Tracr Platform by the user(including by only accepting certain files from certain systems), Tracr does not, and is unable to, guarantee the accuracy and/or validity of such data at the point of submission by the user. No representation or warranty (express or implied) is therefore given as to the accuracy, validity or completeness of the data at the point of their submission by the user to the Tracr Platform in order to create the digital asset.
8.6 The Tracr Platform and associated services are currently in a“pre-production” phase and are still under development. Recipients of the Tracr Diamond Share therefore acknowledge and agree that the Tracr Diamond Share are provided on an “as-is” and “as-available”basis. The data and other content contained within the Tracr Diamond Share are provided for general information only and do not constitute an offer for purchase of any kind. The Tracr Diamond Share and the data and content contained therein are not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of a Tracr Diamond Share or any part of it. We make no representations, warranties or guarantees, whether express or implied, that the content within the Tracr Diamond Share is accurate, complete or up to date.
8.7 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. Please note that the Tracr Diamond Share is made available to you for domestic and private use only. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
8.8 The Tracr Diamond Share contains various images, text and other content created and/or otherwise provided by users of the Tracr Platform(“User Content”). Tracr has no control over the User Content and the inclusion of User Content on a Tracr Diamond Share should not be interpreted as approval or endorsement by Tracr of the User Content or information you may obtain from it.
8.9 The content in a Tracr Diamond Share belongs to Tracr and/or its licensors(including users of the Tracr Platform) and is protected by intellectual property laws (including copyright and trade mark rights) around the world.Tracr™ and its associated logos are trade marks of the De Beers Group of companies. You are not permitted to use them without our approval. You are not permitted to modify or create derivative works from a Tracr Diamond Share or any part of it Tracr without prior our approval.
9 Maintenance and Support 9.1 We do not guarantee that the Services or any of them will always be available or that they will be updated. You understand that we may suspend, restrict access to or discontinue any of the Services or make changes to any of the Services at any time for any reason or no reason without notice or liability to you.
9.2 If we plan to discontinue any or all of the Services, we will endeavour, but are not obliged, to notify you of such discontinuance reasonably in advance of the date on which such discontinuance takes effect.
10 Intellectual Property and Publicity 10.1 Tracr™and its associated logos are trade marks of the De Beers Group of Companies.
10.2 The Services and any and all Content belong to us and/or our licensors and are protected by intellectual property laws (including copyright and trade mark rights) around the world. You are only permitted to access and use the Services and any and all Content in accordance with these Terms.
10.3 You are not allowed to distribute or transfer or communicate to the public the Services or any Content or interfere with the normal operation of the Services (e.g. you are not permitted to modify or create derivative works from the Services or any updates or any part thereof (including Content), other than as permitted by applicable law or as specifically allowed by the functionality of the Services. Notwithstanding these restrictions, any open source software components included in the Services will continue to be governed by the terms on which such open source software components are generally made available to the public by the relevant open source licensing entity.
10.4 You must not make any public announcement regarding your association with Tracr or issue any press release regarding the same, or use the logo, brand name, trade mark, creative assets, or any other intellectual property of Tracr (or of any member of the group of companies to which Tracr belongs) (together the Tracr IP) in any promotional materials, advertising, marketing or similar collateral or content, whether online or offline, without our prior written approval in each case and as specifically allowed by the functionality of the Services.
10.5 You will comply strictly with our directions regarding any permitted use of the Tracr IP, including as may be specified in any brand manual or brand guidelines notified to you. You will ensure that any/all materials you provide which incorporate any Tracr IP will include any notices and/or statements regarding the Tracr IP as notified to you by us from time to time.
10.6 Any goodwill derived from the use of any Tracr IP shall accrue to us. You will not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to any Tracr IP or the reputation or goodwill associated with the Tracr IP or that may invalidate or jeopardise any registration of any Tracr IP.
10.7 If you elect to provide any suggestion, enhancement, recommendation, correction or other feedback to us regarding theServices (“Feedback”), you grant to us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate such Feedback into the Services.
11 You will not introduce viruses or other harmful code 11.1 You must not misuse the Services by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
11.2 You must not attempt to gain unauthorised access to the Services, the server on which the Services are made available or any server, computer or database connected to the Services. You must not attack the Services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.
11.3 We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately.
12 Liability 12.1 The Content is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content.
12.2 Although we make reasonable efforts to update the Content we make no representations, warranties or guarantees, whether express or implied, that the Content is accurate, complete or up to date.
12.3 The Services and associated output are provided on an "as is" basis and we do not make, and expressly exclude, any representation or warranty of any kind, either express or implied in relation to the Services, including, without limitation, any warranties in relation to fitness for a particular purpose or in relation to quality, completeness, accuracy or reliability. We do not guarantee that the Services will always be available, be uninterrupted, secure or free from bugs or viruses, nor that the Services or any Content will be free from errors or omissions.
12.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) use of, or inability to use, any of the Services or any Content; or (ii) use of or reliance on any Content.
12.5 In particular, we will not be liable for: (i) loss of profits, sales, business, or revenue; (ii) business interruption; (iii) loss of anticipated savings; (iv) loss of business opportunity, good will or reputation (v) loss of data (including without limitation the loss of anyUser Data); or (vi) any indirect or consequential loss or damage.
12.6 Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded, disclaimed or limited by applicable law.
13 Indemnity 13.1 You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any third-party claim concerning your use of theServices (including any activities under any account you have and/or use by your employees and personnel).
14 Links to and from the services 14.1 Where the Services contain links to other sites, products, tools, services and resources provided by third parties (“Third Party Services”), these links are provided for your information only. Such links should not be interpreted as approval by us of those Third Party Services or information you may obtain from them. We have no control over the contents of the Third Party Services.
14.2 You may link to the Website, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation. The website, platform or service from which you are linking must comply in all respects with applicable laws. You must not establish a link in such a manner that suggests endorsement, association or approval on our part where none exists. We reserve the right to withdraw linking permission without notice.
15 Termination 15.1 We reserve the right to change, edit ,suspend, delete and/or cancel any part of the Services (and/or your access to it) at any time with or without notice to you.
15.2 On termination of these Terms for any reason: (a) all rights granted to you under these Terms will immediately cease; (b) you must immediately cease all activities authorised by these Terms; and (c) you acknowledge that we may restrict your access to the Services or any part of them.
15.3 When your use of the Services cease, any provision of these Terms that expressly orby implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16 General 16.1 You acknowledge that we shall have no liability to you under these Terms if we are prevented from, hindered or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
16.2 You acknowledge that these Terms are not intended to be for the benefit of, and will not be exercisable by, any person who is not a party to them.
16.3 You may not assign, sub-license or otherwise transfer any of your rights or obligations under these Terms to any other person without our prior written consent.
16.4 If we decide not to exercise or enforce any right that we have against you at a particular time, then this does not prevent us from later deciding to exercise or enforce that right.
16.5 The Terms represents the entire agreement between you and us relating to its subject matter and shall supersede and replace all prior oral and written understandings regarding such subject matter.
16.6 If any part of these Terms is found to be illegal, invalid or otherwise unenforceable by a court or regulator, then, where required, that part shall be deleted from these Terms and the remaining parts of these Terms will continue to be enforceable.
16.7 These Terms and any dispute arising out of or in connection with them (including any non-contractual claims) shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English courts.