Terms of Use of the AreteApp and Diamond Studio Platform

1.1. These Terms of Use (hereinafter the “Terms”) govern the rights and obligations between the Operator as the owner and operator of the software platforms and the Users in connection with the use of these platforms.

1.2. For the purposes of these Terms, the platforms shall mean:

• a) The AreteApp wholesale portal, available via a web interface (in particular on the domains AreteApp.cz, areteapp.eu, AreteApp.pl).
• b) The AreteApp application for mobile devices, available through distribution platforms such as the Apple App Store and Google Play Store (hereinafter the “Mobile Application”).
• c) The Diamond Studio platform (a white-label platform), enabling Users to present diamonds to their own clients under their own brand or with a modified visual style.
• d) The SaaS (Software as a Service) service shall mean a software delivery model in which the Platforms are operated on the Operator’s servers or on the servers of third parties authorized by the Operator, and Users access them via the internet.
• e) The API interface (application programming interface) for potential integration with the User’s external systems, if it is expressly made available to the User by the Operator and under the conditions set by the Operator.

(hereinafter collectively referred to as the “Platforms”).

1.3. These Terms supplement the Operator’s Terms and Conditions. For all contracts for the purchase of goods concluded through or in connection with the Platforms, the Operator’s Terms and Conditions shall primarily apply. These Terms primarily govern the technical and user aspects of using the Platforms. In the event of a conflict between the Terms and Conditions and these Terms in matters relating exclusively to the technical and user use of the Platforms (not the purchase of goods itself), these Terms shall prevail.

1.4. The Platforms are intended exclusively for legal entities and self-employed individuals operating in the field of manufacturing or selling jewelry and diamonds (hereinafter the “User”). Use of the Platforms by consumers is not permitted. The minimum age of a natural person authorized to register and use the Platforms on behalf of the User is 18 years. By registering and using the Platforms, such natural person confirms that they are of legal age and have full legal capacity.

1.5. By registering, first logging in, or any further use of the Platforms, the User confirms that they have familiarized themselves with these Terms, the Operator’s Personal Data Processing Policy and Cookie Policy, understand them, and agree to them without reservation. If the User does not agree with these documents, they are not entitled to use the Platforms.

2.1. Access to the full functionality of the Platforms requires registration and creation of a User account (hereinafter the “Account”).

2.2. The User is obliged, during registration and throughout the use of the Account, to provide only true, complete, and up-to-date information. The Operator reserves the right to verify the provided information, for example through publicly available registers or by requesting additional documents.

2.3. Access to and use of the Platforms is not an entitlement. The Operator reserves the right, at its discretion, not to allow any applicant to register or use the Platforms, even without stating a reason.

2.4. Access credentials to the User Account (in particular the username and password) are personal, and the User is obliged to keep them confidential and protect them against misuse by third parties. Each User Account is intended for use by one specific natural person authorized to act on behalf of the User (a legal entity or a self-employed individual), and sharing it with other persons is not permitted. The User (legal entity or self-employed individual) is fully responsible for all actions and orders made through all User Accounts established for its authorized persons. The User is obliged to ensure that all natural persons acting on its behalf through the User Accounts assigned to it are familiar with these Terms, the Personal Data Protection Terms, the Cookie Policy, and the Operator’s Terms and Conditions, and have undertaken to comply with them.

2.5. The Operator reserves the right at any time, even without prior notice (unless otherwise specified below), to restrict or permanently cancel the User’s access to the Platforms (cancel the Account), in particular in the event of:

• a) Breach of these Terms, the Operator’s Terms and Conditions, the Personal Data Processing Policy, or the Cookie Policy.
• b) Long-term overall inactivity of the Account (e.g., not logging into the Account for a period longer than 24 months).
• c) If the User is not an active customer of the Operator, i.e., has not placed any order for Goods through the Platform for a period longer than 60 consecutive days.
• d) Providing false, incomplete, or outdated information.
• e) Reasonable suspicion of misuse of the Platform or the Account, or of conduct harming the Operator or third parties.
• f) Failure to provide cooperation required by the Operator (e.g., as part of identity verification under anti-money laundering regulations - AML, or when addressing security incidents).
• g) Breach of obligations relating to compliance with export regulations and sanctions under Article 12.
• h) For any other reason at the Operator’s discretion or even without stating a reason. In cases under letters b), c) and h), the User will be informed of the intended cancellation of the Account at least 30 days in advance, if circumstances allow and if there is no serious reason for immediate cancellation.

2.6. The User is obliged to choose a sufficiently strong password for their Account, which should contain at least 8 characters including a combination of uppercase and lowercase letters, digits, and special characters. The User is responsible for regularly changing the password and protecting it.

2.7. In the event of a forgotten password, the User may request its reset via the function available in the Platforms’ login interface, if such function is available, or by contacting the Operator’s support.

2.8. Upon cancellation of the Account under clause 2.5 or at the User’s request under Article 10.1, the User has the right, within 30 days from the date of cancellation of the Account, to request from the Operator an export of their data (in particular order history and uploaded User Content) in a machine-readable format (e.g., CSV, PDF), if the technical capabilities of the Platform allow and if this is not contrary to the Operator’s legal obligations (e.g., an obligation to retain certain data). The Operator will provide such data within a reasonable period. After the expiry of this 30-day period, the Operator reserves the right to delete the User’s data in accordance with its Personal Data Processing Policy.

3.1. The Operator provides Users with access to the Platforms free of charge, unless expressly stated otherwise for specific premium services or features.

3.2. The Platforms are provided “as is” and “as available”. The Operator provides no warranties, whether express or implied, regarding:

• a) Continuous availability: The User acknowledges that the availability of the Platforms may not be uninterrupted, in particular due to necessary maintenance (planned and unplanned), technical failures, outages of third-party services (e.g., hosting providers, internet connectivity), or force majeure events. The Operator shall not be liable for any damage arising as a result of the unavailability of the Platforms. The Operator will use reasonable efforts to inform Users of planned maintenance outages sufficiently in advance, where technically and operationally possible, for example by means of a notice in the Platforms’ interface.
• b) Error-free operation and reliability: The Operator does not guarantee that the Platforms will operate without errors, will be completely secure, or that the results obtained by using them (e.g., search, filtering) will always be accurate or reliable.
• c) Fitness for a particular purpose: The Operator does not guarantee that the Platforms will meet the User’s specific requirements or expectations.
• d) Accuracy and completeness of data: Although the Operator strives to keep data up to date and accurate (including prices, descriptions, product availability, certificates, images), it does not guarantee their absolute accuracy, completeness, or timeliness and shall not be liable for any errors, mistakes, or damages arising from reliance on such data. The frequency of updates of prices and product availability may vary and the Operator reserves the right to change them without prior notice; the User acknowledges that the price and availability displayed at a given moment may not be valid at the time the order is submitted, and the decisive information is always the data confirmed within the process of concluding the Purchase Agreement pursuant to the Terms and Conditions.
• e) Security: The Operator does not guarantee that the Platforms will be free of viruses, errors, or other harmful components. The User is responsible for their own protection (e.g., by using up-to-date antivirus software and strong passwords).

3.3. Diamond Studio Platform: This service is provided as a supplementary, free tool. In addition to the general warranty exclusions stated above, the Operator explicitly excludes any liability for:

• a) The functionality, availability, and error-free operation of the Diamond Studio Platform.
• b) The accuracy and timeliness of data displayed through the Diamond Studio Platform, which are taken from the main AreteApp system or other sources.
• c) Any financial losses, lost profit, or other damages incurred by the User as a result of using the Diamond Studio Platform, including, but not limited to, losses caused by incorrect margin settings by the User, a technical error of the application, incorrectly displayed data, or service unavailability. The User uses the Diamond Studio Platform and sets their margins solely at their own risk and responsibility. The User acknowledges that when using the Diamond Studio Platform to present goods to their clients, they act as an independent seller and are fully responsible for all their business activities and communication with clients.

3.4. Mobile Applications:

• a) The User acknowledges that the functionality and availability of the Mobile Applications may depend on third parties (e.g., Apple App Store, Google Play Store, operating system providers), the compatibility of the User’s device, the operating system version, and the quality of the internet connection. The Operator is not liable for these factors.
• b) The use of the Mobile Applications may also be subject to the terms of the relevant distribution platforms (e.g., Apple, Google), which the User is obliged to familiarize themselves with and comply with. The User acknowledges that these Terms are concluded between the User and the Operator, not with Apple Inc. or Google LLC. Neither Apple Inc. nor Google LLC is responsible for the Mobile Application or its content, nor for providing maintenance or support for the Mobile Application, unless expressly stated otherwise in the terms of the relevant distribution platform.
• c) The Operator reserves the right to limit features or support for certain versions of the Mobile Applications or operating systems.

3.5. The Operator reserves the right at any time, at its sole discretion, to restrict, suspend, or permanently discontinue the provision of one or all of the Platforms, or any part or function thereof, even without prior notice and without stating a reason. The User acknowledges that in such a case they are not entitled to any compensation or reimbursement.

3.6. The Operator will use commercially reasonable efforts to ensure the availability of key functions of the Platforms (in particular the AreteApp Wholesale Portal) at least 95% of the time in each calendar month. This availability calculation does not include scheduled maintenance downtime announced pursuant to clause 3.2.a), outages caused by circumstances beyond the Operator’s reasonable control (force majeure under Article 6.5), outages on the side of third-party providers, or outages caused by the User’s actions or omissions. This target availability provision merely expresses the Operator’s best efforts and does not entitle the User to any specific compensation or discount if it is not achieved, unless expressly agreed otherwise in a separate service agreement (SLA).

4.1. The User undertakes to use the Platforms in accordance with these Terms, the Operator’s Terms and Conditions, the applicable laws of the Czech Republic and the European Union, and good morals.

4.2. The User is not entitled to:

• a) In any way, whether automated (e.g., using scripts, bots, software tools) or manually, systematically extract, copy, download, collect, index, process, redistribute, or otherwise use data, content, or information (including prices, descriptions, images, the diamond database, certificates) from the Platforms for purposes other than the proper use of the Platforms in accordance with their intended purpose and these Terms (in particular activities referred to as so-called scraping, data mining, web harvesting, content aggregation).
• b) Attempt reverse engineering, decompile, disassemble, derive the source code, algorithms, or structure of the Platforms or any parts thereof, or attempt to circumvent technical measures protecting the Platforms or their content.
• c) Allow unauthorized access to their Account by third parties or share their access credentials.
• d) Circumvent, disrupt, test vulnerabilities, or attempt to circumvent, disrupt, or test vulnerabilities of the Platforms’ security measures, or attempt unauthorized access to the systems, networks, data, or accounts of the Operator or other Users.
• e) Use the Platforms to distribute malicious code (viruses, worms, trojans, ransomware, etc.), spam, unsolicited commercial communications, phishing, or to commit other unlawful or harmful activities.
• f) In any way harm the Operator, its legitimate interests, good name, or other Users, or interfere with the proper functioning of the Platforms or their infrastructure.
• g) Use the Platforms in a manner that could damage their reputation or that would be contrary to ethical standards in the industry.

4.3. The Operator is the owner or authorized user of all intellectual property rights to the Platforms, their content (except for content uploaded by the User pursuant to Article 5), design, software, databases, algorithms, trademarks, trade names, and all materials available on the Platforms. By providing access to the Platforms, the Operator does not grant the User any license or other rights to the Operator’s intellectual property, except for a limited, non-transferable, non-exclusive, and revocable right to properly use the Platforms in accordance with these Terms for the duration of the authorization to use the Account.

4.4. Any breach of the rules set out in this Article 4, in particular under clauses 4.2.a) and 4.2.b), shall be considered a material breach of the Terms and may lead to immediate restriction or permanent cancellation of the User’s Account without compensation, disconnection of API access or blocking of the IP address, and to a potential claim by the Operator for compensation for all damages incurred (including costs of legal representation and remedying consequences) and other sanctions under applicable law.

4.5. Fair Use Policy: The User undertakes to use the Platforms and their resources (including the API interface, if made available) in a reasonable manner that does not jeopardize the stability, security, and availability of the Platforms for other Users. Unreasonable use may include, in particular (but not exclusively), generating an excessive number of server requests within a short period of time (e.g., more than 10,000 API requests per day per User, unless agreed otherwise), automated downloading of a large volume of data (e.g., more than 1,000 product images or details per day), or other activities that could lead to overloading the Operator’s systems. If unreasonable use is detected, the Operator reserves the right to temporarily restrict or suspend the User’s access to the Platforms or parts thereof, or, after prior notice (where possible), to proceed to terminate the Account pursuant to Article 2.5.

4.6. The User is obliged to promptly report to the Operator any security bugs, vulnerabilities, or suspected security incidents identified by the User relating to the Platforms, to the email address [email protected]. The User undertakes not to misuse such identified information, nor to publish it or disclose it to third parties without the Operator’s prior written consent, and to await the Operator’s instructions regarding further steps.

5.1. If the Platforms allow Users to upload, enter, store, or otherwise make available their own content (for example, logos, texts, and images for presentation under their own brand within the Diamond Studio Platform, specific requests, comments; hereinafter the “User Content”), the User bears full and exclusive responsibility for all such User Content. The Operator only provides the technical means (software) for managing and displaying this content and bears no responsibility for it.

5.2. The User represents and warrants that:

• a) The User has all necessary rights (including intellectual property rights, licenses, and consents of the persons concerned, in particular the consents of data subjects to the processing of personal data) to such User Content and is entitled to upload it to the Platforms, use it, and grant the Operator the license under clause 5.3.
• b) The User Content and its use on the Platforms does not infringe the rights of third parties (including intellectual property rights, personality rights, trade secrets), applicable laws (including personal data protection regulations, advertising regulation), or good morals.
• c) The User Content is not false, misleading, deceptive, defamatory, offensive, obscene, illegal, or otherwise inappropriate.
• d) If the User Content contains personal data of third parties (e.g., the User’s clients), the User represents that such personal data has been obtained and is processed in accordance with applicable personal data protection laws (in particular the GDPR Regulation) and that the User is entitled to transfer it to the Operator for the purpose of providing services through the Diamond Studio Platform. In this context, the User acts as the controller of such personal data and the Operator as its processor under a separate data processing agreement, if such an agreement is required and concluded.

5.3. By uploading User Content to the Platforms, the User grants the Operator a non-exclusive, royalty-free, transferable (with the right to sublicense to the extent necessary to ensure the operation of the Platforms), worldwide license to use, reproduce, distribute, modify (e.g., for formatting for display, optimization), display, perform, and store such User Content to the extent necessary to ensure the functionality of the Platforms, provide services to the User (e.g., display of the logo and content in the platform under the User’s own brand), and fulfill the Operator’s obligations under these Terms. This license lasts for as long as the User Content is stored on the Platforms and terminates upon its deletion by the User or the Operator.

5.4. The Operator reserves the right, but not the obligation, to review User Content and, at its discretion, remove or restrict access to any User Content that is contrary to these Terms, applicable laws, good morals, or that could harm the Operator or third parties, even without prior notice and without any entitlement of the User to compensation.

5.5. The User undertakes to indemnify the Operator for any harm, losses, costs (including legal representation costs), and penalties incurred by the Operator as a result of a breach of the User’s representations and warranties under this Article 5, or in connection with third-party claims asserted against the Operator due to the User Content.

6.1. The User uses the Platforms solely at the User’s own risk and responsibility.

6.2. To the maximum extent permitted by applicable law, the Operator shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for lost profits, loss of data, business interruption, loss of goodwill, or other intangible losses incurred by the User in connection with:

• a) The use of, or inability to use, the Platforms.
• b) Reliance on any content or data on the Platforms (except for data for the accuracy of which the Operator expressly warrants in the Terms and Conditions in connection with a concluded Purchase Agreement).
• c) Errors, inaccuracies, outages, or interruption of the operation of the Platforms.
• d) Unauthorized access to the User’s Account or data, their alteration or loss, unless caused solely by the Operator’s intentional misconduct or gross negligence.
• e) Any conduct or content of a third party in connection with the Platforms.

6.3. This limitation of liability applies regardless of whether the damage was caused under contract, tort (including negligence), breach of statutory duty, or otherwise, even if the Operator was advised of the possibility of such damage, except for damage caused intentionally or by gross negligence.

6.4. If, notwithstanding the above, the Operator is found liable for damage incurred by the User in direct connection with the use of the Platforms under these Terms (and not in connection with a Purchase Agreement concluded under the Terms and Conditions, where liability is governed by the Terms and Conditions), the parties agree that the Operator’s total aggregate liability for all such damaging events in one calendar year is limited to CZK 1,000 (one thousand Czech crowns). This limitation does not apply to damage caused by the Operator to a person in their natural rights, or caused intentionally or by gross negligence. In B2B relationships, liability for damage caused by slight negligence is excluded, unless otherwise provided in this clause.

6.5. The Operator shall not be liable for any delay in performance or non-performance of any obligations arising from these Terms if such delay or non-performance is caused by circumstances excluding liability (force majeure) that arise independently of the Operator’s will and prevent the Operator from fulfilling its obligations, provided that it cannot reasonably be assumed that the Operator would have averted or overcome such obstacle or its consequences, and further that the Operator would have foreseen such obstacle at the time the obligation arose. Force majeure includes, in particular, natural disasters, fires, floods, wars, terrorist attacks, uprisings, civil unrest, strikes or lockouts (if they do not directly concern the Operator’s employees), pandemics, epidemics, failure of critical infrastructure (e.g., large-scale outages of energy supplies or internet connectivity on the part of the Operator’s suppliers, beyond the Operator’s control), large-scale cyberattacks (e.g., DDoS), decisions of public authorities, or changes in laws that prevent the Operator from performing.

7.1. The Operator reserves the right to unilaterally amend or supplement these Terms at any time, in particular due to changes in laws, technological changes, expansion or modification of the Platforms’ services, or changes in the Operator’s business policy.

7.2. The User will be informed of any change to the Terms in an appropriate manner (e.g., by e-mail to the address provided in the Account, by a notice in the Platforms interface, or by requiring renewed acceptance) sufficiently in advance, usually at least 15 days before the changes take effect. The User will have the opportunity to ознакомиться with the new wording of the Terms. The notice will also include the effective date of the new wording.

7.3. If the User continues to use the Platforms after the effective date of the changes to the Terms, it shall be deemed that the User agrees to the new wording of the Terms. If the User does not agree with the new wording of the Terms, the User is entitled to express such disagreement and has the right to terminate the use of the Platforms and request cancellation of their Account in accordance with Article 10.1 before the effective date of the changes.

8.1. The processing of personal data of natural persons (Users as self-employed individuals, representatives or contact persons of Users as legal entities) by the Operator in connection with the provision and use of the Platforms is governed by a separate document “Personal Data Processing Policy”, which is available on the Operator’s website and forms an integral part of these Terms.

8.2. The Operator processes personal data in accordance with applicable legal regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation – GDPR), and relevant national regulations.

8.3. The User (a natural person to whom the personal data relate) has, in connection with the processing of their personal data by the Operator, the rights set out in the GDPR, in particular the right of access to their personal data, the right to rectification or completion, the right to erasure, the right to restriction of processing, the right to data portability and the right to object to processing, as well as the right to lodge a complaint with a supervisory authority (the Office for Personal Data Protection). Details on how to exercise these rights are set out in the Personal Data Processing Policy.

8.4. If the User processes personal data of their clients through the Diamond Studio Platform, the User acts as the controller in relation to such data and is fully responsible for compliance with all controller obligations under the GDPR. In such case, the Operator acts as a processor of personal data on behalf of the User, on the basis of and to the extent set out in a separate data processing agreement (Data Processing Agreement - DPA), if such an agreement is required under the GDPR. The User is obliged to ensure that they have a valid legal basis for such processing and transfer of personal data to the Operator (e.g., the data subject’s consent, performance of a contract).

9.1. The User may at any time, without stating a reason, request cancellation of their Account and termination of the use of the Platforms by sending a request to the Operator’s e-mail address [email protected] or via the account cancellation function in the Platforms interface, if available. The Account cancellation will be carried out within a reasonable period, usually within 5 business days of receipt of the request.

9.2. The Operator is entitled to temporarily suspend the User’s access to the Account or to certain functions of the Platforms in the event of a reasonable suspicion of a breach of these Terms, the Business Terms, legal regulations, or if necessary for security reasons or to protect the Operator’s systems or other Users. The suspension shall last for the period strictly necessary to investigate the situation or remedy the defective condition. The User will be informed of the suspension and its reasons, if circumstances allow.

9.3. User data associated with the Account (in particular order history and uploaded User Content) will be retained by the Operator for 30 days from the date of cancellation so that the User may request their export within this period pursuant to clause 2.8. After this period, the data will be deleted or anonymized in accordance with the Operator’s Personal Data Processing Policy, except for data that the Operator is obliged to retain for a longer period under applicable legal regulations (e.g., accounting and tax documents).

10.1. The User acknowledges that goods offered on the Platforms, in particular diamonds, may be subject to international and national export control regulations, embargoes and economic sanctions (hereinafter the “Sanctions Regulations”), including those imposed by the United Nations, the European Union, the United States of America and other relevant jurisdictions.

10.2. The User undertakes that, in any further handling of goods purchased through the Platforms (in particular their resale, export or transfer), the User will fully comply with all applicable Sanctions Regulations. In particular, the User shall not sell, supply, export, transfer or otherwise make the goods available to any person, entity, or to any country or territory to which applicable Sanctions Regulations apply, if such conduct would be contrary to such Sanctions Regulations or could lead to a breach of the Operator’s Sanctions Regulations.

10.3. The User represents and warrants that neither the User, nor any person controlling the User or controlled by the User, nor the User’s beneficial owner, is a person or entity subject to any applicable Sanctions Regulations (a so-called sanctioned person). The User is obliged to promptly inform the Operator in writing if the User or any such person becomes a sanctioned person.

10.4. A breach of any representation, warranty or undertaking set out in this Article 10 shall be deemed a material breach of these Terms and gives the Operator the right to immediately restrict or permanently cancel the User’s Account without compensation, suspend performance of its obligations and claim compensation for all damages incurred.

11.1. These Terms and all legal relationships arising from or related to them shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, as amended. The application of conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

11.2. Any disputes arising out of or in connection with these Terms shall be resolved by the courts of the Czech Republic having subject-matter and territorial jurisdiction, with the territorial jurisdiction of the court of first instance being determined by the Operator’s registered office, unless exclusive territorial jurisdiction is stipulated by law otherwise.

11.3. Should any provision of these Terms become or be found invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness and enforceability of the remaining provisions. The parties undertake to replace such invalid, ineffective or unenforceable provision with a new provision that most closely corresponds to the originally intended economic purpose.

11.4. These Terms are executed in the Czech language. In the event that other language versions exist for informational purposes, the Czech version shall prevail in the event of any discrepancy between the language versions.

11.5. The User may report suspected breaches of these Terms, applicable legal regulations, or other issues related to the use of the Platforms to the Operator at the e-mail address: [email protected]. Reporting of security vulnerabilities shall be carried out in accordance with Article 4.6 to [email protected].

11.6. The provisions of Articles 4 (Rules of Use and Intellectual Property), 5 (Content Uploaded by the User and the User’s Liability), 6 (Limitation of Liability), 8 (Personal Data Protection), 10 (Compliance with Export Regulations and Sanctions) and 11 (Final Provisions), as well as other provisions which by their nature are intended to survive termination of these Terms or cancellation of the Account, shall remain in force even after such termination or cancellation.

11.7. By using the Platforms, the User acknowledges and agrees to the Operator’s use of cookies and similar technologies in accordance with its Cookie Policy cookies and which forms an integral part of these Terms.

11.8. These Terms become valid and effective on 25.05.2025. The Operator reserves the right to retain previous versions of these Terms for reference purposes.