Terms of Use


BidGemmer Ltd., an Israeli company limited by shares (‘our’, ‘us’, ‘we’ or “Company“) provides you, (the “Customer” or “you“) with its online platform and services (the “Services“) under these Terms of Use and after your execution of the Company’s SAAS. By clicking “Sign In” and by the use of the Services, you unconditionally agree to follow and be bound by these Terms of Use. If you do not agree to be bound by and comply with all of the provisions of these Terms of Use, you may not use our Services.

By accepting these Terms of Use on behalf of yourself or a legal entity, you represent that you have the legal authority to bind that entity to these terms. If you do not have such authority, or if you do not accept these terms, then you may not use the Services.

The Company reserves the right to update or modify these Terms of Use, at any time and for any reason, without prior notice; the most up-to-date version of these Terms of Use shall be posted on the Company’s website https://www.bidgemmer.com/terms-of-use and shall be binding on your use of the Services. By continuing to use the Services after any such changes, you unconditionally agree to follow and be bound by the most up to date version of the Terms of Use and the policies referenced herein. You are to periodically review the most up-to-date version of these Terms of Use on the Site.

These Terms of Use refer to the following additional terms, which also apply to your use of the Site, which may be updated by the Company from time to time and which by using the Site you unconditionally agree to follow:

Our Privacy Policy https://www.bidgemmer.com/privacy-policy/ and  Cookie Policy https://www.bidgemmer.com/cookie-policy/  which sets out the terms on which we process any personal data we collect from you or that you provide to us.

Our Acceptable Use Policy (set out below), which sets out the permitted and prohibited uses of the Site. When using the Site, you must comply with this policy.

User Information imported and processed using the Company technology is housed in data centers provided by Amazon Web Services (AWS) located in the European Union and is encrypted in transit and at rest.

Revised: November 2020

  1. Site Platform and Services
    1. Site General
      1. The Site comprises a public access area and secure Customer only area.
      2. The public access area comprises background information and a summary of the operations of the Company. This information is provided solely for general informational purposes.
      3. The secureRegister Buyer/Register Seller area is a password protected section of the Site for their respective use only, which includes access or links to the Company auction trading platform, the Terms of Use for, on which Customer’s clients (“Clients“), including eligible buyers who may purchase and/or eligible sellers who may sell diamonds, gemstones, and other assets using the Company platform, and the account information for a Register Buyer or Register Seller.
    2. Services- General.
      1. The Company will ensure the Services are available to Customers pursuant to these Terms of Use and the SAAS.
      2. You agree that your use of Services are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by the Company regarding future functionality or features.
      3. Use of the Services includes the right to access all functionality available in the purchased Services as of the effective date of these Terms of Use. Unless otherwise determined by the Company at its sole discretion, subsequent enhancements to the Services shall be made generally available to all subscribing Customers at no additional charge. Notwithstanding the foregoing, new features, functionality or enhancements to the Services may be marketed separately by the Company and may require the payment of additional fees. The Company will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee.
      4. These Terms of Use will apply to any updates, upgrades and new modules or offerings subsequently provided by the Company to Customers as part of any purchased Services.
    3. Access to the Services and the Site
      1. The Site shall be accessed and used by Customers and their authorized representatives as well as any permitted Clients.
      2. To gain access to the Site and to enable use of the Services, you will be required to log-in and will be allocated a username and set your password using a secure and unique link.
      3. If it deems it necessary for security reasons, the Company can enforce a password change at any time, but will warn a user in advance should it intend to do so.
      4. Sign-in details and passwords should be treated as confidential for the duration of time that you are entitled to access the Site and any services available on it. Any sign-in details and passwords provided to you should be kept safe and you should not disclose it to anyone. Usage of an individual sign-in name by multiple users or by someone other than the you, a Customer, other than the authorized personnel as set forth in Section ‎2.1 above, is a serious breach of these Terms of Use and could lead to the Company suspending or removing access to the Site for a period of time or indefinitely at the Company discretion depending on the severity of the breach.  You shall inform the Company immediately of any known or perceived breach of this provision and you shall be liable for any loss or damage that may result from having disclosed or failing to keep secure your sign-in details and/or password.
  2. Intellectual Property, Rights and License
    1. For as long as you are a Customer, the Company hereby grants you a non-exclusive, revocable, limited internal use license to access and use the Services and to permit your Client’s in accordance with these Terms of Use.
    2. Other than in respect of any User Information uploaded onto the Site, we are the owner and/or authorized license holder of all trademarks, design rights, patents, copyrights, database rights and all other intellectual property appearing on or contained within the Site, unless otherwise expressly indicated. Except as provided in these Terms of Use, use of or access to the Site does not grant you any right, title, interest or license to any such intellectual property you may access on the Site (including for purposes of clarity, any intellectual property in User Information (defined below) uploaded onto the Site). Except as provided in these Terms of Use, any use or reproduction of the intellectual property (including for purposes of clarity, any intellectual property in user information uploaded onto the Site) is strictly prohibited.
    3. All rights in all material and content (including, but not limited to any lists, text, data, images, web pages, sound, software (including, code, interface and website structure) and video, and the look and feel, design and compilation thereof) on the Site are owned by us or our licensors. You agree that you are permitted to use this material and/or content solely as set out in these Terms of Use otherwise copy, reproduce, transmit, publicly perform, distribute, commercially exploit, adapt, translate, modify, bundle, merge, share or make available to any person, or create derivative works of such material or content.
    4. Additionally, the Company shall exclusively own all rights, title and interest in and to any and all suggestions, enhancement requests, recommendations or other feedback relating to the Services (the “Feedback”), and you hereby assigns to the Company all of its right, title, and interest in and to the Feedback, including all intellectual property rights therein or relating thereto. At the Company’s reasonable request and expense, you will execute necessary documents and take such further acts as the Company may reasonably request to assist the Company to acquire, perfect and maintain such intellectual property and other rights in the Feedback.
    5. The contents of the Site may be saved to disk or otherwise stored in a private electronic retrieval system or may be printed provided that: (a) such use is for the user’s own business use only; (b) such contents are deleted from any disk or private electronic retrieval system after 30 days from when such content was saved or stored; and (c) no attempt is made by you or anyone acting on your behalf to replicate, resell, hire or to otherwise commercially benefit from any information contained in the Site; and the copyright notice: © BidGemmer Ltd. 2020 must appear in all reproductions and/or copies.
  3. Your Responsibilities
    1. Restrictions.
      1. You are responsible for all activity occurring under your accounts, including but not limited to uploading any of your data onto the Services. You shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws.
      2. You are responsible for all activity occurring under your accounts, including but not limited to, uploading any of your data and/or the data of your Clients onto the Services. You shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws.
      3. Without derogating from the foregoing, profiling or other automated decision making processes that pose significant risk for individual rights and freedoms or that may perpetuate existing stereotypes and social segregation absent appropriate safeguards are strictly prohibited on the Company platform.
      4. You shall not, when using the Services: send or store material containing software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Services or the data contained therein; or attempt to gain unauthorized access to the Services or its related systems or networks.
      5. You must not attempt to gain unauthorized access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack.
      6. You shall be responsible for obtaining and providing relevant account information and passwords, and you, not, the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Information, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to
      7. Any information relating to third parties that may be accessed by you on the Site is confidential information. You undertake to keep such information confidential and only make use of such information for the purposes of using the Site. You indemnify us in accordance with these Terms of Use against any claims that such third-party information has been commercially exploited by you.
      8. You are not permitted to establish a link to the Site.
      9. You are to ensure that your Clients use the Services as permitted by the SAAS and thee Terms of Use.
    2. Authorized Users. The Company is not responsible to you for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any person to whom it has given access, and any person who gains access to its data, even if you did not authorize such use.
    3. Ancillary Requirement You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone. You shall be responsible for ensuring that the foregoing is compatible with the Services. You shall also be responsible for maintaining the security of the said items, equipment and materials.
    4. Removal and Portability. You may disconnect data connections by intentional or accidental deletion, changing credentials and failing to update the Company, account closure including failing to pay or otherwise violating these Terms of Service and/or other contracts as required by the Company to grant the right use the Services. You may request from the Company via support@bidgemmer.com email to download your data and/or delete your data.
    5. Consent and Personal Data.
      1. Prior to initiating a connection from the Company to any other data controller or data processor which may contain personal data, you attest that either such personal data is your own or, alternatively, in circumstances where you provide us with information relating to any third parties, you warrant that you have received that third party’s consent in relation to such disclosure and that the third party has been informed of, and agree to, our Privacy Policy https://www.bidgemmer.com/privacy-policy/ and the uses which we may make of such information.
      2. You understand that as a Customer, your personal data and information may be available to more than other users of the Site and you hereby provide your explicitly consent with respect thereto.
      3. You hereby attest that any personal data or information that does not belong to you but your Client utilizing the Services, shall be used Client’s full and explicit consent, including, without limitation, the availability of such data to other third parties using the Site and the Services .
      4. Data Verification. You should always verify the information set out in this Site with independent authorities before acting or relying on it as such information is for general information purposes only and its accuracy is not guaranteed by the Company.
    6. Third Party Web Sites, Products and Services.
      1. The Site may contain links and/or advertisements to other websites maintained by us in addition to links to websites maintained by unrelated companies and persons. In addition, the Services may be accessed via third party branded sites. An advertisement of, or link to, a non-Company website does not mean that the Company approves, endorses or accepts any responsibility for that website, its content or use, or the use of products and services made available through such website, nor does it claim any trade association with the proprietors of such third-party sites.
      2. If you click-through to any third party website, or using the Service though a third party branded site, either directly or indirectly through this Site, you acknowledge and agree that you shall be subject to the terms and conditions of usage applicable to such third party website. Any arrangement made by you with a third party as a result of you accessing another website via a link from the Site shall be an arrangement between you and the relevant third party and is at your sole risk and responsibility.
      3. We are not responsible for the actions, content, accuracy, opinions expressed, privacy policies, products or services provided through these links or made available through these resources or appearing in such websites, nor for any damages or losses, directly or indirectly, caused or alleged to have been caused as a result of your use or reliance on such websites.
      4. Such websites are not investigated, monitored or checked for accuracy, completeness or conformance with applicable laws and regulations by us. We do not make any representations whatsoever, or give any warranties of any kind, expressed, implied, or otherwise about other websites which you may access through the Site, the content thereof, or the products and/or services made available through such websites. If you decide to leave the Site and access these other websites, you do so at your own risk. All rules, policies (including privacy policies) and operating procedures of such websites will apply to you while on such websites.
  4. Warranties
    1. Warranties. Each party warrants that it has the legal authority to enter into these Terms of Use. The Company warrants to Customers that the Services will meet the provisions of these Terms of Use during the Term.
    3. The information provided on this Site is for general information purposes only and its accuracy is not guaranteed by the Company. Although the Company endeavors to ensure that the content contained on the Site is correct as at the date of publication, no warranty, express or implied, is given as to the accuracy of the information.
    4. Your sole remedy for a breach of any warranty under these Terms of Use shall be limited to a breach of these Terms of Use and to discontinue using the Site.
  5. Liability
    1. The material displayed on the Site is for information purposes only and is provided without any guarantees, conditions or warranties as to its accuracy. If you enter into any third-party transaction as a result of any information sourced from this Site, the Company shall not be liable for any use made of that information or any resultant transactions, nor shall the Company be responsible for or involved in that transaction in any way.
    2. To the fullest extent permitted by law we, our officers, directors, employees, agents and assigns, hereby expressly exclude:  (i) all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; (ii) all liability for any loss, cost or damage (direct, indirect, consequential, or otherwise) suffered by you as a result of your use of the Site or from any computer virus transmitted through the Site, or other sites accessed from this Site, whether such loss, cost or damage arises from our negligence or otherwise and even if we are expressly informed of the possibility of such loss or damage; and (iii) any responsibility or liability for any error or omission in respect of any information on the Site.
    3. All materials provided by the Company are intended to reflect the Company’s views on the particular topics addressed but the accuracy, reasonableness, reliability or completeness of any data, statistics or other information provided is not warranted by the Company and the provisions of Section ‎3apply thereto, together with the remaining provisions of this Section ‎5.4.
    4. No representation or warranty (express or implied) is given as to the accuracy, reasonableness, reliability or completeness of any information provided in connection with the matters contained or referred to in the Site.
    5. You shall make clear to all parties with whom you deal (including, in particular, to your partners, consumers and agents) that neither the Company nor any affiliate of the Company is responsible for any information submitted by you on the Site and neither the Company nor any of the Company’s affiliate is acting as agent for or on behalf of you or any member of your group. Neither the Company nor any of the Company’s affiliate shall have any liability to any party with whom you or the Company deals in connection with using the Site and, if requested by the Company you shall ensure that such parties provide a written acknowledgement (in a form acceptable to the Company) to that effect directly to the Company.
    6. You shall indemnify, and keep indemnified, the Company and all members of the Company against any loss, damage or cost incurred by the Company arising out of your use of the Site, including information obtained from linked sites, your submission or transmission of information or material on or through the Site or breach by you of these Terms of Use or any laws, regulations and rules, save where directly attributable to the fraud or willful default of the Company or relevant affiliate of the Company. You shall also indemnify the Company against any claims that information or material which you have submitted to us is in violation of any law or in breach of any third party rights (including, but not limited to, claims in respect of defamation, invasion of privacy, breach of confidence, infringement of copyright or infringement of any other intellectual property right), We reserve the right to exclusively defend and control any claims arising from the above and any such indemnification matters and that you will fully cooperate with us in any such defenses.
    7. Subject to Section ‎9, in no event shall the Company be liable for: (a) any indirect or consequential loss (b) any loss of profit, data, revenue, business, opportunity, anticipated savings, goodwill or reputation whether in contract, tort or otherwise arising out of or in connection with the use of the Site save where such liability cannot be excluded by law.
    8. Nothing in these Terms of Use shall exclude or shall limit either party’s liability for death or personal injury caused by negligence, liability for fraud or fraudulent misrepresentation, or any other liability which may not otherwise be excluded or limited under applicable law.
    9. Certain countries either restrict or prohibit the use of cryptographic products/techniques. For the avoidance of doubt, the Company shall have no responsibility for your use of any cryptology products/techniques available on or in conjunction with this Site in any jurisdiction in which you access the Site. It is your responsibility to ensure compliance with any relevant legislation relating to the use of cryptographic products/techniques. You agree to be compliant with any and all laws relating to cryptology prior to making use of any such technology on the Site, and you shall indemnify the Company against any liability arising as a result of your non-compliant use of the same.
  6. Privacy Policy and Cookie Policy
    1. In the course of your use of the Site, you may be asked to provide personal information to us such as your first and last name, phone number or email address or other personal data within the meaning of applicable data privacy law (such information referred to hereinafter as “User Information“). Our information collection and use policies with respect to such User Information is set out in our Privacy Policy and Cookie Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of the User Information.
    2. By using the Site, you consent to such processing and you warrant that all data provided by you is accurate.
  7. Restriction, Suspension and Termination
    Without derogating from the Company’s rights under the SAAS, we reserve the right to withdraw or amend the Site without notice. We may restrict, suspend or terminate your access to the Site and/or your ability to avail of any of the services on the Site, including interactive services, at any time. Any such restriction, suspension or termination will be without prejudice to any rights which we may have against you in respect of any breach of these Terms of Use by you. We may also change, modify, substitute or remove without notice any information on the Site from time to time, remove the Site as a whole or any sections or features of the Site at any time.  Please note that we have the ability to trace your IP address and if necessary, contact your ISP in the event of a suspected breach of these Terms of Use.
  8. Miscellaneous
    1. These Terms of Use, including our Privacy Policy and other policies referenced herein, is the entire agreement between you and us in relation to its subject matter and supersedes any and all prior promises, representations, agreements, statements and understandings (whether written or oral) whatsoever between us.
    2. The parties agree and acknowledge that they do not rely on, and shall have no remedy in respect of, any statement, warranty or understanding of any person other than as expressly set out in these Terms of Use.
    3. To the extent that software is available through the Site, such software may be subject to a license agreement that is distributed or included with such software and you agree to comply with the Terms of Use of any such software license agreements that we may communicate to you from time to time.
    4. The failure by us to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.
    5. The parties intend each provision of these Terms of Use to be severable and distinct from the others. If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, in whole or in part, the parties intend that the legality, validity and enforceability of the remainder of these Terms of Use shall not be affected.
    6. All disclaimers, indemnities and exclusions in these Terms of Use shall survive termination.
    7. We may without your prior permission cede, assign or otherwise transfer our rights and obligations in terms of these Terms of Use to third parties.
    8. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Israel without reference to its conflict or choice of law rules or principles. The competent courts located in Tel-Aviv, Israel shall have sole and exclusive jurisdiction over any matter arising out of or related to these Terms of Use and the parties herby irrevocably submit to the jurisdiction of such venue.
    9. The Company may give notice to you by means the Company interface, your primary e-mail address as set forth in the SAAS, or by written communication to your address on record. You may give notice to the Company by written communication sent to: HaAgada 5, Ramat Gan, Israel or support@bidgemmer.com.
  9. Certain Definitions.
    1. “Customer” means a user who entered into a SAAS with the Company indicating that he/she is a buyer in accordance with the terms therein.
    2. “SAAS” means the Software as a Service Agreement entered into by a Customer and the Company enabling access to and use of the Site and Services pursuant to the terms therein and herein.
    3. “Site” means the Company website https://www.bidgemmer.com and/or any subdomains. To the extent that the Services are accessed via Company branded sites or third party branded sites, the provisions of Section ‎6 shall apply as well.


Without derogating from the permitted and prohibited uses under the Terms of Use, this acceptable use policy sets out the terms between you and us under which you may access the Site. This acceptable use policy applies to all users of, and visitors to, the Site. Your use of the Site means that you accept, and agree to abide by, all the policies in this acceptable use policy (including but not limited to our Privacy Policy and Cookies Policy), which supplement our Terms of Use for the Site.

This Acceptable Use Policy may be amended at any time. Your continued use of the Site after any such amendments are published on the Site will be considered acceptance by you of such amendments. In is incumbent upon you to check this Site periodically in order to ascertain whether this policy has been revised since any such revision is legally binding on you. If there are any conflicts between the provisions of this Acceptable Use policy and the Terms of Use, the provisions of the Terms of Use shall prevail.

We exclude liability for actions taken in response to breaches of this Acceptable Use Policy. Any actions or responses on our part as provided in this policy are for illustrative purposes and are not to be considered an exhaustive list. We expressly reserve any and all rights under applicable law.

  1. Prohibited Uses
    You may use the Site only for lawful purposes. Accordingly, you may not:
    1. Reproduce, duplicate, copy or re-sell any part of the Site in contravention of the provisions of our Terms of Use.
    2. Access without authority, interfere with, damage or disrupt:
      1. any part of the Site.
      2. any equipment or network on which the Site is stored
      3. any software used in the provision of the Site
      4. any equipment or network or software owned or used by any third party.
    3. Use the Site:
      1. In any way that breaches any applicable local, national or international law or regulation.
      2. In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
      3. For the purpose of harming or attempting to harm minors in any way.
      4. To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards – please refer to our Terms for the Site and our Privacy Policy and Cookies Policy
      5. To transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam).
      6. To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-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.
      7. To host, display, upload, modify, communicate, publish, transmit, update or share any information or products/goods/items that: (a) belong to another person and to which you do not have any right to; and/or (b) are false, misleading or inaccurate.
  2. Interactive Services
    1. We may from time to time provide interactive services on the Site, including, without limitation.
      1. Chat rooms.
      2. Bulletin boards.
      3. User generated content functionality (interactive services).
    2. Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
    3. We will decide whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on the Site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not. Your use of such interactive services is at your own risk.
    4. The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them. Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
    5. Content Standards
    6. These content standards apply to any and all material which you contribute to the Site (contributions), and to any interactive services associated with it.
    7. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.
    8. Contributions must:
      1. Be accurate (where they state facts).
      2. Be genuinely held (where they state opinions).
      3. Comply with applicable law in any country from which they are posted.
    9. Contributions must not:
      1. Contain any material which is defamatory of any person.
      2. Contain any material which is obscene, offensive, hateful or inflammatory.
      3. Promote sexually explicit material.
      4. Promote violence.
      5. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
      6. Infringe any patent, copyright, database right or trade mark of any other person.
      7. Be likely to deceive any person.
      8. Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
      9. Promote any illegal activity.
      10. Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
      11. Be likely to harass, upset, embarrass, alarm or annoy any other person. Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
      12. Give the impression that they emanate from us, if this is not the case.
      13. Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
  3. Suspension and Termination
    1. We will determine, in our discretion, whether there has been a breach of this Acceptable Use Policy through your use of the Site. When a breach of this policy has occurred, we may take such action as we deem appropriate.
    2. Failure to comply with this acceptable use policy constitutes a material breach of the Terms of Use upon which you are permitted to use the Site, and may result in us taking all or any of the following actions:
      1. Immediate, temporary or permanent withdrawal of your right to use the Site.
      2. Immediate, temporary or permanent removal of any posting or material uploaded by you to the Site.
      3. Issue of a warning to you.
      4. Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach (if you are a consumer, that means that you will be responsible for all of our losses and recovery costs).
      5. Further legal action against you.
      6. Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.