Terms & Conditions

These Terms of Use are entered into by and between you and the Provenance Proof AG, Lucerne, Switzerland ("PROVIDER", "we" or"us"). The following Terms of Use, together with any documents they expressly incorporate by reference, including the Privacy Policy and the Code of Conduct (collectively, the "Terms"), govern your access to and use of provenanceproof.com and provenanceproof.io, including any content, functionality and services offered on or through provenanceproof.com andprovenanceproof.io (together, the "Websites").

Please read the Terms carefully before you start to use the Websites. By using the Websites or by clicking to accept or agree to the Terms, when this option is made available to you, you accept and agree to be bound and abide by these Terms including the Terms of Use, the Privacy Policy and the Code of Conduct, incorporated herein by reference. A current version of the Terms of Use, the Privacy Policy and the Code of Conduct is available at the Websites and may be modified at our sole discretion.

If you do not agree to these Terms of Use, the Privacy Policy or the Code of Conduct, you must not access or use the Websites.

1. Service Description

With the Websites, the PROVIDER provides the following services ("services"):

Provenance Proof Blockchain ("PPB"): the PPB aims to provide a digital, decentralised ledger, based on blockchain technology that tracks gemstones from mine to end-consumer. The PPB digitally records individual transactions by suppliers throughout the jewellery value chain. According to today's state of technology, this digital ledger can offer a permanent, tamper-proof record that traces a gemstone's individual journey. Any stakeholder, such as miner, wholesaler, cutter or gem lab will be able to join the blockchain with an online registration. At any stage, only the party who physically holds the gemstone will be permitted to consult its past history and add a new block to the blockchain.

2. Use of Websites and Services

Subject to the Terms of Use set forth herein, you may access and use the Websites for your personal use or delegated by your employer use only. You may register for an account for using additional services of the Websites, if you're a supplier within the supply chain of gemstones (e.g. miner, gem cutter, jewellery retailer etc.). The registration for such an account is subject to an assessment of your qualifications and information. Even by providing the relevant information within the registration process, we reserve the right to activate accounts at our sole discretion. Furthermore, the activation of an account is subject to the review and verification of the information provided as part of a know-your-customer process (KYC), which may be provided by a third party.

You acknowledge that we may, at our sole discretion and at any time, discontinue providing any part of the Websites or the services or modify or delete any content available through the Websites, at any time without notice. Use of the services and access to the Websites are void where prohibited.

By using the Websites and services, you represent and warrant that (a) any information you submit to us as part of using the services is truthful and accurate; (b) where possible you will maintain the accuracy of such information; (c) you are at least 18 years of age or, if higher, the age of majority in your jurisdiction; (d) your use of the Websites or services does not violate or promote the violation of any applicable law or regulation or any legal or contractual obligation you may have to a third party; and (e) your transfer of information/data is compliant with the EU General Data Protection Regulation (GDPR) which means in particular, that you expressly agree to the use of your submitted data entered into the PPB by third parties. With regard to the GDPR you further agree to act as data controller according to the GDPR concerning the data and information uploaded into the PPB. The PROVIDER may not be held liable for untrue, inaccurate or otherwise deficient data or information entered into the PPB.

With the use of the Websites and in particular with the PPB, you expressly agree to the fact that data and information that you have entered into the PPB cannot be completely deleted due to the technical characteristics of the blockchain technology. You acknowledge and take responsibility that this may violate data protection regulations.

3. Changes to the Terms of Use and the Privacy Policy

We may revise and update these Terms of Use as well as the Privacy Policy and the Code of Conduct from time to time at our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Websites and services following the posting of revised Terms of Use, the Privacy Policy or the Code of Conduct means that you accept and agree to the changes. You are expected to check the respective webpages frequently so you are aware of any changes, as they are binding on you.

4. Accessing the Websites and Account Security

We reserve the right to withdraw or amend the Websites, and any service or material we provide on or through the Websites, at our sole discretion without notice. We do not guarantee that our Websites or any content on it, will always be available or never be interrupted. The Websites or its services or parts of it may be hosted in a Cloud-Service by a third party. We may engage third parties for any technical services and intermediate software parts. We will not be liable if for any reason all or any part of the Websites or the services are unavailable at any time or for any period and no matter for what reasons. From time to time, we may restrict access to some parts of the Websites or services, or an entire Website, to users due to maintenance or any other reasons.

You are responsible for (a) making all arrangements and providing all information necessary to have access to the Websites and to use our services; and (b) ensuring that all persons who access the Websites trough your internet connection are aware of these Terms and comply with them.

To access the Websites or some of the services it offers, you may be asked to provide certain registration details or other information (e.g. KYC). It is a condition of your use of our Websites and services that all the information you provide on the Websites and in the registration process in particular is correct, current and complete. You agree that all information you provide is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You should use particular caution when entering personal information on to the Websites on a public or shared computer or mobile device so that others are not able to view or record your personal information.

5. Intellectual Property Rights

5.1. GENERAL PROVISIONS

The Websites and their entire content, feature and functionality (including but not limited to all information we provide, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the PROVIDER, its licensors or other providers of such material and are protected by laws with regard to copyright, trademark, patent, trade secret and other intellectual property or proprietary rights.

These Terms of Use permit you to use the Websites and its services for your personal or by your employer delegated use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Websites, expect as follows:

- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
- You may store files that are automatically cached by your web browser for display enhancement purposes;
- If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use;
- Depending on the rights of use granted to you during the registration process, you may use the information and data that has been uploaded to the PPB by third parties.

Additionally, you expressly agree that the data and information published or uploaded by you into the PPB may be used by third parties, in particular by other Suppliers who have been granted an account. In the sign up process you may be asked for your consent that your name, logo, brand or the like as well as an e-mail address and a link to your website may be published or listed as current user on the Websites. You may revoke your consent at any time.

You are not allowed to (a) modify copies of any material from our Websites, and (b) delete or alter any copyright, trademark or other proprietary rights notices.

If you would like to make any use of material on the Websites other than that set out in this section, please address your request to info@provenanceproof.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Websites in breach of the Terms of Use, your right to use the Websites will cease immediately and you must, at our discretion, return or destroy any copies of the materials you have made. No right, title or interest in or to the Websites or any content on the Websites is transferred to you, and all rights not expressly granted are reserved by the PROVIDER. Any use of the Websites not expressly permitted by the Terms of Use or by the PROVIDER directly qualifies as breach of these Terms of Use and may violate copyright, trademark and other laws.

5.2. TRADEMARKS

The term "Provenance Proof" and "Gübelin", the logos of Provenance Proof, Provenance Proof Blockchain, Gübelin Gem Lab and Gübelin are registered trademarks of the PROVIDER or the Gübelin AG. You must not use such trademarks without the prior written permission of the PROVIDER or the respective proprietors. Other names, logos, products and service names, designs and slogans on our Websites may be trademarks of other proprietors. The use of third party trademarks is subject to the laws and regulations the third party applies to.

6. Prohibited Use of the Websites

You may use the Websites only for lawful purposes and in accordance with these Therms of Use. You agree not to use the Websites:

- In any way that violates any applicable federal, state, local or international law or regulation;
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use;
- To transmit or send any advertising or promotional material without our prior written consent, including junk mail, chain letters, spam or any other similar solicitation;
- To impersonate or attempt to impersonate the PROVIDER or any of its affiliates, employees, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Websites or its services, or which, as determined by us, may harm the PROVIDER or any of its affiliates or other users of the Websites or expose them to liability;
- In any manner that could disable, overburden, damage, or impair the Websites or interfere with any other party's use of the Websites, including their ability to engage in real time activities through the Websites;
- To distribute or upload any material or information that is not somehow directly related to a particular gemstone or to the entity or individual that is the owner or is in custody of the particular gemstone.

Furthermore, you agree not to:
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- Use any robot, spider or other automatic device, process or means to access the Websites for any purpose, including monitoring or copying any of the material on the Websites;
- Use any manual process to monitor or copy any of the material on the Websites or for any other unauthorised purpose without our prior written consent;
- Use any device, software or routine that interferes with the proper working of the Websites or its services;
- Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- Attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Websites, the servers on which the Websites are stored/hosted, or any server, computer, database or mobile device connected to the Websites;
- Attack the Websites via a denial-of-service attack or a distributed denial-of-service attack;
- Otherwise attempt to interfere with the proper working of the Websites.

7. Reliance on Information

The information presented on the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance places on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

These Websites include content provided by third parties, including materials provided by other users or other third parties. All statements and/or opinions expressed in these materials and all other content, other than the content provided by the PROVIDER, is solely the opinion and responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

8. Confidentiality

You are obliged to keep secret from third parties all information, documents and data that you become aware of in relation with gemstones as well as information, documents and data that you disclose within the use of the services such as the PPB and not to use them for purposes other than those necessary for the use of our services. In particular, it is not allowed to disclose information, documents and data on the ownership and possession conditions as well as on the gemmological features such as weight, colour or the degree of purity etc. of the gemstones to unauthorised third parties. Potential clients or Suppliers who might come into contact with the trade or the further processing of gemstones will not be considered as third parties.

The unauthorised disclosure of confidential information, documents or data entitles the PROVIDER to prohibit you from using our services and to suspend or delete your account.

9. Changes to the Websites or services

We may update the content on the Websites or amend certain features of our services from time to time. The content on the Websites and services is not necessarily complete or up-to-date. Any of the material may be out of date at any given time and we are under no obligation to update such material.

With regard to the information about specific gemstones, we are subject to the features of the blockchain, more specifically the distributed ledger technology, as well. This means that the PROVIDER or any of its affiliates may take up the function of a supplier technology as well. Information which is entered in a validated part of the PPB cannot be amended by us.

10. Links from Websites

If the Websites or the content of its Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to our Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We reserve the right to withdraw linking permissions without notice.

11. Geographic restrictions

The PROVIDER is based in Switzerland. We do not guarantee that the Websites or its services are accessible outside Switzerland. Access to the Websites and/or the use of its services may not be legal by certain persons or in certain jurisdictions. If you access the Websites or use our services from outside Switzerland, you are responsible for compliance with the respective laws and regulations.

12. Disclaimer of warranties

Your use of the website and its services is at your own risk. The websites and its services are provided without any warranties of any kind, either express or implied. Neither the provider nor any person associated with the provider makes any warranty regarding the completeness, security, reliability, quality, accuracy or availability of the websites and its services.Furthermore, neither the provider nor any person associated with the provider warrants that the websites or its services will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our websites or the server that makes it available are free of viruses or other harmful components or that the websites or its services will otherwise meet your needs and expectations. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or any other technologically harmful material due to your use of the websites or its services or to your downloading or uploading of any material.

The provider hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose.

Some jurisdictions do not allow exclusion of warranties or limitations on the duration of implied warranties, so the above disclaimer may not apply to you to the full extent, but will apply to the maximum extent permitted by the applicable law.  

13. Limitation on liability and indemnification

In no event will the provider,its affiliates, service providers, employees, agents or directors be liable fordamages of any kind, under any legal theory, arising out of or in connectionwith your use, or inability of use, of the websites or its services, includingany direct, indirect, special, incidental, consequential or punitive damages,including but not limited to, personal injury, pain and suffering, emotionaldistress, loss of revenue, loss of profits, loss of business or anticipatedsavings, loss of use, loss of goodwill, loss of data, and whether caused bytort (including negligence), breach of contract or otherwise, even ifforeseeable.

The foregoing clause does not apply to anyliability which cannot be excluded or limited under the applicable law.

You agree to defend, indemnify and hold harmless THE PROVIDER, its affiliates, services providers, employees, agents, directors, contractors, licensors, suppliers against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Websites or its services other than expressly authorised in these Terms.

14. Governing law and jurisdiction

All matters relating to the Websites, its services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by the internal laws of Switzerland without giving effect to any choice or conflict of law provisions or rule (whether of Switzerland or any other jurisdiction), and without regard to the United Nations Convention on the International Sales of Goods.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Websites or its services shall be subject to the exclusive jurisdiction of the competent courts in Lucerne, Switzerland.

15. Miscellaneous

No provision of these Terms may be waived or changed except by a writing signed by the party against whom such waiver is sought to be enforced.

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Except as may be expressly stated in these Terms, these Terms of Use, the Privacy Policy and the Code of Conduct constitute the entire agreement between THE PROVIDER and you pertaining to the subject matter hereof.

Any notices that we may be required to provide to you, whether under law or according to these Terms, may be provided by THE PROVIDER or any of its affiliates to any contact information you have provided in your account information, including through email. You expressly agree to the receipt of such communications and notices in such manner.

We may at any time, without prior notice, assign any and all of our rights under these Terms to any other entity. You may not assign any rights hereunder without our prior written consent.