Marketplace terms and conditions
1. Introduction
1.1 This API (meaning the set of functions and procedures that allow both Tracr and your software applications to communicate with each other) and all of the associated services, functionality, integrations and documentation that links to the Tracr systems (“Tracr API”) is provided by Tracr Limited, a company incorporated under the laws of England and Wales under company number 07816513 with principal place of business at 1 Giltspur Street London EC1A 9DD (“Tracr”, “we”, “us”, “our”). Our VAT number is GB243565264.
1.2 Only marketplaces that: (i) have signed up and are bound by these terms and conditions (“Terms”); (ii) are approved by Tracr and have obtained the relevant permissions in accordance with clause 4 below; and (iii) have the requisite authentication provided by Tracr (“Authorised Marketplace”, “you”, “your”), may use the Tracr API to extract and display information about a particular diamond from Tracr’s platform (“Tracr Platform”).
1.3 These Terms, together with the Tracr API access form which incorporates these Terms (the “API Access Form”) and signed by you, forms an agreement between you and Tracr and applies to your use of the Tracr API on your marketplace. Please read these Terms carefully as they set out the basis on which you may access, and/or use the Tracr API and Tracr Content (as defined in clause 5.3). Please also see our Privacy Notice (https://www.tracr.com/legal/privacy-policy) which sets out details of how we will process personal information.
1.4 Where you take ownership of a physical diamond and therefore wish for the corresponding digital asset to be updated to reflect such transfer of ownership on the Tracr Platform, you may only do so acting as a Participant (as defined in clause 4.1 ) and must enter into the Tracr Participant Terms and Conditions and become a “Participant”.
1.5 We may revise these Terms at any time. 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 Tracr API. 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 Tracr API.
1.6 By using the Tracr API, you are confirming to us that you have read these Terms and that you: (a) will only access and/or use the Tracr API in your capacity as a representative of a business or company (where applicable being the specific legal entity you notified to us) and not as a consumer; and (b) agree to be bound by these Terms.
1.7 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. You shall notify us if any of the information previously provided is now out of date and/or has otherwise changed.
2. Contacting Us
If you would like to contact us for any reason in connection with the Tracr API, including to make a complaint, please contact us at contact@tracr.com.
3. Age Limits
The Tracr API is intended to be accessed and/or used by persons who are at least 18 years old. If you are under 18 years old, please do not access and/or use the Tracr API. By accessing and/or using the Tracr API, you are confirming to us that you are at least 18 years old. Your ability to access and/or use the Tracr API may be terminated without warning if we have any reason to believe that you are younger than 18 years old.
4. Participants and related permissions
4.1 For the purposes of these terms, “Participant” means any entity that: (i) has been approved by Tracr as a participant on the Tracr Platform; and (ii) has entered into an order form with Tracr; and “Participant Content” shall mean any content or data (including but not limited to any content, information or data, images or text) that a Participant uploads via (and to) the Tracr Platform.
4.2 Participants may request to us that you be provided access to the Tracr API to allow you to display certain information from the Tracr Platform about a particular diamond on your marketplace. Participants are responsible for and must provide you with the relevant Tracr ID(s) and their unique identifier as a Participant on Tracr (“Participant ID”) in relation to their diamonds and relevant permissions. This Tracr ID, Participant ID, and the Tracr API will allow you to: (i) extract raw data from the Tracr Platform for the relevant diamonds; (ii) display certain information about the relevant diamonds on your marketplace; and (iii) subject to clause 5.2 below, include links to the consumer facing record of a diamond (“Diamond Experience”) for a particular “unlocked” diamond directly from the Tracr Platform (“Purpose”). Please see clause 4.3 below for further information about the locked/unlocked status of a diamond on the Tracr Platform. Participants, and not Tracr, are solely responsible for granting and/or revoking relevant permissions in relation to (a) the sale of any diamonds; (b) the use of any Tracr ID and Participant ID; and (c) the display of any Participant Content on your marketplace.
4.3 You may only display Tracr registered diamonds and the associated Participant Content that you have permission to display by the Participant, and you may not use the Tracr API for any other purpose, except as permitted under these Terms. You must not make any Tracr ID publicly available and/or accessible (including via your marketplace), except and only for the purposes of providing a live link to the Diamond Experience for a diamond that is “unlocked” on the Tracr Platform (in accordance with clause 5.2 below). Diamonds may be “locked” or “unlocked” on the Tracr Platform and the type and amount of data available to you via the Tracr API (and which you are permitted to display on your marketplace) will depend on the locked/unlocked status of the diamond. For a “locked” diamond only limited data will be available. If the diamond has been “unlocked” by the Participant additional data will be available, including the full Diamond Experience.
4.4 Whilst Tracr may decide (in its sole discretion) whether to provide access to the Tracr API, it is the Participant’s responsibility to: (i) engage with you and grant the relevant permissions to display a Participant’s diamond(s) and the associated Participant Content (using Tracr IDs and Participant IDs) on any marketplace; and (ii) manage the Tracr IDs, Participant IDs and diamond related content displayed. It is your responsibility to: (i) obtain the relevant permissions from a Participant to display a Participant’s diamond(s) and the associated Participant Content (using Tracr IDs and Participant IDs) on your marketplace; and (ii) ensure that any information displayed on your marketplace is accurate, complete and up to date (including in relation to availability status).
4.5 Tracr disclaims all liability (to the extent permitted by applicable law) in relation to clause 4.2 - 4.4 (inclusive), the content you access and display via the Tracr API on your marketplace including without limitation the Participant Content, and any misuse of the Tracr API. You acknowledge and agree that Tracr solely facilitates such sharing of data between you and Participants, via the Tracr API.
5. Access to and use of the services
5.1 There is currently no charge to access and/or use the Tracr API. We may stop offering the Tracr API (free of charge or otherwise) at any time.
5.2 Tracr provides different options for how Tracr Content (as defined in clause 5.3 below) may be displayed on your marketplace via the Tracr API depending on the locked/unlocked status of the applicable diamond, as follows:
(a) for a diamond that is “locked” on the Tracr Platform, you may only replicate purely factual data regarding the applicable diamond and you may not i) reference Tracr; ii) use any claims that the diamond is “registered on Tracr”; or iii) use any Tracr Content. In such case, you may not provide a live link to Tracr; or
(b) for a diamond that is “unlocked” on the Tracr Platform, you may utilise Tracr Content and/or reference Tracr as the source from which certain data displayed on your marketplace was obtained. In such case, you must provide a live link to Tracr; or
(c) for a diamond that is “unlocked” on the Tracr Platform, you may include a generic statement that the applicable diamond is registered on Tracr, without utilising any data regarding the applicable diamond nor using any Tracr Content which shall read: 'This diamond is registered on Tracr'. In such case, you are not required to provide a live link to Tracr.
5.3 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-assignable, non-transferable, revocable license to use the Tracr API (and any features, content, materials, data and information made available to you by us (for the avoidance of doubt excluding any content uploaded by any Participant) and logo, brand name, trade mark, creative assets, associated Tracr branding or any other intellectual property of Tracr (or of any member of the group of companies to which Tracr belongs) subsisting therein) (“Tracr Content”) for the Purpose (as defined in clause 4.2 ), only. You may use the Tracr API only as expressly permitted in these Terms and use of Tracr Content is always subject to clause 5.5(f) and clause 8 of these Terms. Violation of these Terms may result in the suspension or termination of your use of the Tracr API.
5.4 Unless otherwise permitted under these Terms, when using the Tracr API you agree that you will:
(a) only use the Tracr API in accordance with any parameters and specifications that we have made available to you from time to time;
(b) unless specifically requested by us (or except in relation to any personal information provided as part of our compliance checks), not use the Tracr API to share with us any information 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 any source code related to the Tracr API and/or Tracr Content, other than as permitted by applicable law and not copy, display or otherwise use the Tracr Content outside of the Tracr API (including but not limited to screenshotting the Diamond Experience, or any other Tracr Content directly from the Tracr Platform and/or commercialising the Tracr Content and/or Tracr API in any way);
(d) not use software (including any spider, scraper or bot) to monitor, harvest or copy any data or content (including but not limited to Tracr Content) from the Tracr API or Tracr Platform;
(e) not assist unauthorised third parties in obtaining access to the Tracr API (including to allow third parties unauthorised access to the Tracr API through your credentials);
(f) not use, or encourage, promote, facilitate or instruct others to use the Tracr API 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 Tracr API to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
(h) not use the Tracr API to violate the security or integrity of any network, computer or communications system, software application, or network or computing device and not make network connections to any users, hosts, or networks unless you have permission to communicate with them;
(i) not use an unreasonable amount of bandwidth, or adversely impact the stability of the Tracr API or the behaviour of other applications using the Tracr API; and/or
(j) use the Tracr API in a way that could create, in our sole discretion and judgment, an unreasonable risk to users from a security or privacy perspective.
5.5 You may use the Tracr API to reference Tracr Content and/or Participant Content on your marketplace,
provided you:
(a) have obtained the relevant permissions in accordance with clause 4 of these Terms;
(b) do not copy and/or use any images or content in the Diamond Experience or from the Tracr Platform without the explicit permission of the owner of the images or content, including but not limited to in relation to any Diamond Trading Company (“DTC”) logo, brand or creative assets;
(c) identify and reference Tracr as author of any Tracr Content and owner of the Tracr API in any public facing reference;
(d) do not make false or misleading claims and ensure information is: (i) attributed to the correct diamond, Participant and/or other third party (where appropriate); and (ii) accurate, complete and up to date;
(e) update and/or remove any Tracr Content and/or Participant Content immediately on instruction by Participants and/or Tracr, for example where diamonds have been sold;
(f) follow the Tracr brand guidelines as provided to you from time to time (“Brand Guidelines”);
(g) regularly refresh any data and information received through the Tracr API on a monthly basis, at
a minimum, or as otherwise notified by Tracr;
(h) only reference Tracr in regard to data actually obtained from Tracr, a Tracr ID, Participant ID and the Tracr API;
(i) treat all Tracr IDs in accordance with clause 6 ;
(j) include a reference and live link to the Diamond Experience only (for an “unlocked” diamond subject to clause 5.2) and not any other Tracr search or look-up functionality, unless explicitly authorised to do otherwise by Tracr; and
(k) do not embed the Tracr Content in any NFT or other digital asset without a live link to the corresponding Tracr Content, unless explicitly agreed with Tracr.
5.6 We reserve the right, but do not assume the obligation, to conduct (and/or engage a third party service provider to conduct) independent verification checks on you, your management systems and production processes for any reason, from time to time.
5.7 We reserve the right, but do not assume the obligation, to monitor and/or investigate any violation of these Terms or misuse of the Tracr API and we may remove, disable access to, or modify any Tracr Content at any time. If you breach (or we reasonably suspect that you have breached) any provision of these Terms, your authorisation to access and/or use the Tracr API may be suspended or terminated. You must promptly report any breach of these Terms to us.
5.8 You acknowledge that all Tracr Content is confidential and proprietary to us and, as such, you will keep all such Tracr Content confidential and unless otherwise permitted by these Terms, will not use or display any Tracr Content outside of the Tracr API.
5.9 You agree to comply with all reasonable instructions that we may give you regarding your use of the Tracr API. 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 Tracr API. You are responsible for ensuring that no person uses your account and/or device to access the Tracr API. You will be responsible for any losses or liabilities that may be incurred by any such unauthorised persons.
6. Confidentiality
To the extent access to any of Tracr (or its group companies) confidential information is given via the Tracr API, you will hold such confidential information in confidence and not make such confidential information available to any third party, or use such confidential information for any purpose other than for the purposes of using the Tracr API in accordance with these Terms. You will take all reasonable steps to ensure that such confidential information to which you have access via the Tracr API is not disclosed or distributed by you, or your employees or agents in violation of these Terms. 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.
7. Maintenance and Support
We do not guarantee that the Tracr API will always be available or that it will be updated. You understand that we may suspend, restrict access to or discontinue the Tracr API or make changes to the API at any time for any reason or no reason without notice or liability to you. If we plan to discontinue the Tracr API, we will endeavour, but are not obliged, to notify you of the discontinuance of the Tracr API reasonably in advance of the date on which such discontinuance takes effect. If you have an issue or need support with your use of the Tracr API please contact us at contact@tracr.com.
8. Intellectual Property
8.1 Tracr™ and its associated logos are trade marks of the De Beers Group of Companies. The Tracr API and any and all Tracr Content belongs 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 Tracr API and any and all Tracr Content in accordance with these Terms.
8.2 You are not allowed to distribute or transfer or communicate to the public the Tracr API or any Tracr Content or interfere with the normal operation of the Tracr API (e.g. you are not permitted to modify or create derivative works from the Tracr API or any updates or any part thereof), other than as permitted by these Terms or applicable law. Notwithstanding these restrictions, any open source software components included in the Tracr API 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.
8.3 You will comply strictly with our directions regarding any permitted use of the Tracr Content, including as may be specified in the Brand Guidelines. Any use of Tracr Content not permitted by these Terms or the Brand Guidelines is prohibited, except where agreed with us in writing. You will ensure that any/all materials you provide which incorporate any Tracr Content will include any notices and/or statements regarding the Tracr Content as notified to you by us from time to time. Tracr reserves the right to approve, edit, modify and/or remove any use of Tracr Content.
8.4 Any goodwill derived from the use of any Tracr Content 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 Content or the reputation or goodwill associated with the Tracr Content or that may invalidate or jeopardise any registration of any Tracr Content. If you elect to provide any suggestion, enhancement, recommendation, correction or other feedback to us regarding the Tracr API (Feedback), you grant to us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate such Feedback into the Tracr API.
9. You will not introduce viruses or other harmful code
You must not misuse the Tracr API 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. You must not attempt to gain unauthorised access to the Tracr API, the server on which the Tracr API is made available or any server, computer or database connected to the Tracr API. You must not attack the Tracr API 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. 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 Tracr API will cease immediately.
10. Liability
10.1 The Tracr API and Tracr 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 Tracr API and/or Tracr Content.
10.2 Although we make reasonable efforts to update the Tracr API and Tracr Content we make no representations, warranties or guarantees, whether express or implied, that the Tracr API and/or Tracr Content is accurate, complete or up to date.
10.3 The Tracr API 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 Tracr API, 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 Tracr API will always be available, be uninterrupted, secure or free from bugs or viruses, nor that the Tracr API or any Tracr Content will be free from errors or omissions.
10.4 In addition to clause 4.5 above, 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 Tracr API or any Tracr Content; or (ii) use of or reliance on any Tracr Content, Participant Content or other content on the Tracr Platform that is not owned or controlled by Tracr. 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; or (vi) any indirect or consequential loss or damage.
10.5 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.
10.6 Subject to clauses 10.1 to 10.5 above, Tracr’s total aggregate liability in each 12 month period (the first of which commencing on the date you start using the Tracr API) whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to £100.
11. Indemnity
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 the Tracr API and Tracr Content.
12. Links to and from the services
Where the Tracr API contains 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.
13. Termination
We reserve the right to change, edit, suspend, delete and/or cancel any part of the Tracr API (and/or your access to it) at any time with or without notice to you. 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 Tracr API or any part of it. When your use of the Tracr API ceases, any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14. General
14.1 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.
14.2 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. 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.
14.3 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.
14.4 These Terms represent the entire agreement between you and us relating to their subject matter and shall supersede and replace all prior oral and written understandings regarding such subject matter.
14.5 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.
14.6 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 in respect of any such dispute.
Terms last updated on 11 October 2024
