Terms of Service 

1.  Eligibility

Our service is intended for users of at least eighteen (18) years old. If you register for our services, you declare that you are eighteen (18) years old or older and are responsible for monitoring and executing all activities on your account unless otherwise notified in advance.

During the registration for the Service, we may authenticate your identity through a third-party service and may request additional information.

When registering and using our services, you warrant that you:

2.  Privacy

To offer the best service possible, GemPages may collect, analyze, and share personal information from you, or information that may become personal information when combined with other data. At GemPages we understand and respect our customer’s right to privacy and have outlined our purpose, standards, and methodology for doing so. Our Privacy Policy details how we collect, process, and share user data.

1.  Proprietary Right and IP

The intellectual property rights to all materials on our Sites and in our Services are owned by GemPages or its licensors (Shopify). GemPages retains the rights to GemPages App and any of its updates.

Unless otherwise indicated, the Site and all source code, databases, functionality, software, Content and Marks on our Sites and Services are owned or controlled by us or licensed to us. Our properties are protected by copyright and trademark laws, other intellectual property rights and unfair competition laws of the United States, laws of Vietnam, International Copyright laws, and international conventions. The Content and the Marks provided on the Site, exactly as they are, are for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, modified, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our expressed permission. You agree not to use, purchase, register any trademarks, social media names, domain names, email addresses that use or include our Marks, or include any terms that may be confusing with our Marks.

Provided that you are eligible to use our services, this Terms of Service is to authorize your limited access and usage of our Service to copy and or download content that you have properly requested access to for your personal and or non-commercial uses. You or any third party are in no way granted licenses to use any of our App or registered properties. Materials contained in our Service should not be interpreted as granting licenses or rights, by implication or estoppel, to use any of our Marks without expressed consent. 

2.  Content License

By posting your Contents to any part of the Site, you automatically grant, represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, edit, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Content (including, without limitation, your image and voice), and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing (i) to operate, provide, and promote the Services, and/or (ii) to support and detect Customer’s issues, and/or (iii) to perform our obligations and exercise our rights under the Terms of Service. The use and distribution may occur in any media format, or technology now known or hereafter developed, through any media channels without prior notice.

This license will apply to any form of content including our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Content, and you warrant that moral rights have not otherwise been asserted in your Content.

We do not assert any ownership over your Content. You retain full ownership of all of your Content and any intellectual property rights or other proprietary rights associated with your Content. We are not liable for any statements or representations in your Content provided by you in any area on the Site. You are solely responsible for your Content to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Content.

We have the right to: 

We have no obligation to monitor your Content.  

3.  Submissions

Customers may provide GemPages Submissions for improvements of our products, attributes, and related services. Any Submissions that you submit to GemPages must be accurate to the best of your knowledge, and must not be illegal, threatening, invasive of privacy, obscene, defamatory, infringing of intellectual property rights, or otherwise harmful or objectionable to us. Submissions provided to us are given voluntarily and become our sole property immediately subsequent submission. You acknowledge that your feedback is not subjected to confidentiality or obligation for execution.

We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted modification, usage, and dissemination of these Submissions in our sole discretion for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

4.  Review Content

From time to time, we may also review, copy, and internally distribute Content from user pages that support us in improving our services.

There may be information on the Site and Service that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right, but not the obligation, to correct any errors, inaccuracies, or omissions and to change or update the information on the Site, and we reserve the right but not the obligation to screen, edit, remove or block any Content that we determine in our sole discretion violates any of ours or Shopify’s policies or is otherwise offensive, indecent, or objectionable at any time, without prior notice.

5.  Marketing and Improvements

We reserve the right to collect, use, disclose and analyze data/information in aggregate or other anonymous and de-identified forms regarding the usage and performance of GemPages App, marketing purposes and other related services. Personal information (including but not limited to your personal data, logo, and business information) shall not be used for such purposes without your prior written consent. Details of the purpose, usage and sharing of customer data are explained in our Privacy Policy.

6.  Termination

You may terminate your account at any time by deleting the GemPages Service from your Shopify store that has integrated the GemPages Service, and by contacting to support@gempages.help and then following our specific instructions regarding the termination process for your account. We reserve the right, but have no obligation to, remove content/materials and suspend or terminate accounts or Services at any time, for any reason including if we suspect that (i) any content/material on our Service violates any of ours or Shopify’s policies; or (ii) you commit any breach of ours or Shopify’s policies, or your use of our Services is fraudulent or negatively impacting the operating capability of our Services. If we suspend or terminate your account or Services, we will make a reasonable attempt to notify you. We are not liable for any damages to you or any other third party as a result of modifications or terminations of the Service to you under these Terms or Shopify’s Terms of Service.

Note that GemPages shall not refund you any fees paid in advance of such termination, except as expressly set forth in our Refund Policy, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination. Our Refund Policy details how we handle refunds for GemPages users.

Upon termination of this Agreement or your account, you will discontinue any further use of our Services and all rights and obligations will immediately terminate, except that any terms or conditions that their nature should survive such termination will remain in effect, including but not limited to the terms and conditions relating to payment, proprietary rights, confidentiality, disclaimers, indemnification, limitations of liability and termination, and the general provisions below.

You must report to us immediately in the event of account ownership disputes. If you are unable to reasonably determine the rightful Store Owner, we reserve the right to temporarily suspend or disable an Account until notification of a final resolution made between the disputing parties.

We have the right to terminate under other clauses as specified in our Acceptable Use Policy, Privacy Policy, and Cookies Policy as well as Shopify’s Terms of Service.

7.  Non-Exclusivity and Competitive Service

We reserve the right to provide our Services to your competitors and do not guarantee exclusivity in any particular market segment. You further acknowledge and agree that GemPages employees and contractors may become our customers/merchants, potentially competing with you, although they may not use your Confidential Information in any such competitive activities.

1.  Third-Party Services

GemPages may recommend, provide you with access to, enable or integrate Third-party services, products, software and content (collectively, “Third-party Services”) through our Services. You acknowledge that your purchase, access or use of any such Third-party Services is solely between you and the applicable Third-party services provider (“Third-party Provider”). In addition to these Terms of Services, you also agree to be bound by Third-party terms and policies applicable to Third-party Services that you purchase, access or use.

We do not warrant, endorse, guarantee, or assume responsibility for any use of such Third-party Services, including but not limited to any compatibility issues, errors, or bugs in our Services or Third-party Services or any update or upgrade thereto. Any use of such Third-party Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-party Services before using them.

In the event of any dispute arising between you and a Third-party Provider, GemPages is not obligated to intervene in such disputes and you agree to indemnify and hold us harmless from any claim and demand, including reasonable attorneys’s fees, arising out of such disputes.

2.  Link to Other Sites

Our service may contain links to third-party websites or materials. Though we try our best to provide accurate and complete information to our customers, however, we do not warrant, endorse, guarantee, or assume responsibility for any information offered by third-party websites linked through the site or any website/feature linked in any banner or other advertising. We are not obliged to examine, monitor, or control third-party links regarding their current state of accuracy, validity, reliability, availability, or completeness.

Under no circumstance shall we incur any liability to you for any loss or damage of any kind as a result of the use or reliance of any information provided on the site. Your use of and reliance on any information on any third-party site are solely at your own risk.

If there are disputes between these terms and those of third-party terms and policies, the licensing terms of the third party shall prevail when pertaining to their own online properties. 

3.  Advertising

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements...etc. If you are an advertiser, you shall take full responsibility for any advertisements placed on the Site and any services or products sold through those advertisements. Advertisers must assure the possession of all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We reserve the right to remove any advertisements at any time, for any reason including if we suspect that (i) if any advertisements on the Site violates any of our policies or Shopify’s policies; or (ii) your use of advertisements is fraudulent or negatively impacting the operating capability of our Services. We do not endorse or monitor any of these ads or their content, nor are we liable for any damages, loss of any kind as a result of them, even if it seems affiliated with us. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.  

1.  Obligations

You are responsible to know, understand and comply with the Terms of Service set by us as well as Shopify. It is your sole responsibility to acquire all permissions, authorizations, and licenses required by the applicable law to use and operate our app. Thus you are also responsible for all customer service queries, order fulfillment, refunds, incurred taxes of any kind, and other charges associated with products or service offerings/bundles from User Content. We will not and are not responsible for how you conduct your own business.

You must comply with all applicable laws and regulations of the respective country in which you have registered your business and you may not use GemPages Services for any illegal or unauthorized purpose or violating any laws in your jurisdiction, the laws in your customer’s jurisdiction or the laws of Vietnam.

2.  Acceptable Use

To ensure fairness in our community, the proper usage of our services is outlined in our Acceptable Use Policy. By signihttps://gem-3910432.netng up for our app and using our service, you agree to not violate any of the outlined terms. We have the right but not the obligation to block, suspend, or terminate your account if any such infraction(s) is carried out.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

3.  Law Compliance

You understand and authorize that your use of GemPages will comply with all applicable laws and regulations domestic as well as international. It is your responsibility and sole discretion to determine the service is appropriate for usage under the regulations and requirements of your jurisdiction. If you are subjected to compliance with regulations during usage, we are not liable if our Services do not comply with their requirements.

You will clearly publish, maintain, and comply with a publicly accessible privacy notice that satisfies the requirements of applicable data protection laws and describes your use of the Service. If you are processing, analyzing, and or sharing data with third parties/third-party analytics, you must comply with all applicable laws and regulations regarding acquiring consent from subjected parties to do so.

You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this term.

4.  Report Abuse

GemPages is committed to respecting intellectual property rights and encourages you to uphold the same principles. If we receive a notice or report of any intellectual property rights infringement, we may disable access or remove the allegedly infringing content from your Store to avoid legal issues from the reporters. If you don’t think the claim is valid, you can send a counter notification via email support@gempages.help. If you suspect or find evidence of other publishing materials that violate trademarks or any form of copyright infringement, please notify us at support@gempages.help.

5.  Notable Features

Image-to-Layout, a feature provided by GemPages, is designed to inspire your creativity when designing your stores. Any content generated by this feature is provided to automate your website creation process and/or for informational and inspirational purposes only. Customers are expected to utilize and interact with this content in a responsible and legal manner. GemPages explicitly disclaims any support for or encouragement of using AI in general and Image-to-Layout in particular, to imitate the design of other stores. Unauthorized replication of another store’s design is strictly prohibited and may lead to legal repercussions for Customers. We do not guarantee the accuracy, reliability, or completeness of the responses generated by this feature. Therefore, we disclaim any responsibility or liability arising from your reliance on the information provided by this feature. You acknowledge that your use of this feature is at your own risk, and it is your responsibility to review, validate, and ensure the accuracy, legality, and compliance of the generated content with applicable laws and regulations, including but not limited to copyright and/or other intellectual property laws in your jurisdiction, the laws in your customer’s jurisdiction or the laws of Vietnam.

For Instant Landing Pages, a feature provided by GemPages, any content designed in the GemPages editor is automatically encrypted and deployed to a third-party service. Once going live, the domain and all associated content are hosted by customers’ DNS providers instead of Shopify. This method improves page loading speeds and reduces the need for additional code. By using Instant Landing Pages, Customers agree to these hosting and operational differences. GemPages claim no ownership rights over Content created by Customer through the Services and displayed on Your Pages, and the Content you create remains yours. GemPages takes no responsibility and assumes no liability for any Content that you submit, provide, or otherwise make available through the Services. Unauthorized design, images or Content is strictly prohibited and you agree that GemPages shall modify, add, pre-screen or delete such Content at any time, for any reasons and without prior notice.

1.  Limitations of Liability

To the maximum permitted under law, under no circumstances whatsoever will we or our affiliates, partners, directors, employees, and shareholders be responsible or liable to you or to any other entity any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of our Services or violation of these Terms of Service. Even if advised of the possibility of such damages, under any legal theory, whether contract, tort or otherwise for any direct, compensatory, indirect, incidental, consequential including without limitation any lost income, data or other tangible or intangible losses, special, exemplary, or punitive damages that result from or relate in any manner whatsoever to your use of the services, or to any errors, negligence, inaccuracies, omissions, defects, security breaches, or any other failure to perform made by us.

Our total liability for any claims, damages, or losses arising out of or relating to this Agreement or the use of our Services shall not exceed the total amount you paid for our Services in the one (01) month preceding the incident or claim.

You own all content you generate through our software and services, and it is your sole responsibility for such content. You agree to indemnify and hold us harmless against any liabilities, losses, or damages related to your content, including without limitation, liability for its non-adherence to any system, lack of updates, or any other claim relating to damages.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

2.  Warranty

You acknowledge and agree that your use of our Services and provided content is entirely at your own discretion and risk. All materials available via our Service and or Beta Services, including those provided by links to third-party websites are provided ‘as is’ without warranty of any kind. We make no representations and, to the fullest extent allowed by law, disclaims all warranties:

These disclaimers of implied warranties are not permitted in some jurisdictions and consequently, the foregoing disclaimers may not apply to you in such jurisdictions.

3.  Disclaimer

We are not liable for the behavior of any Third-Party Integration use in connection with the Service. We practice our own standard method to ensure the protection of our customer data. We are not responsible for the privacy, security, or integrity of any Third-Party Integration regardless of status. We make no warranties and assume no liability of any manner for your use of any Third-Party Integration.

4.  Beta Service

Upon occasion, we may invite you to test, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be provided for evaluation or testing purposes only, and, therefore, may contain bugs, defects, harmful components, or errors, thus may not be as reliable as other features of the Service. Beta Services are not part of the Service and are provided on an “as-is” basis. We make no representations or warranties that the Beta Services will function, and we have no liability for any harm or damage arising out of or in connection with a Beta Service. We may decide not to make Beta Services generally available and discontinue Beta Services at any time. 

Notwithstanding the foregoing, your use of Beta Services remains subject to our Terms of Service, and may be subject to additional terms and conditions, which will be provided to you prior to your use of the Beta Services. By accessing or using the Beta Services, you agree to comply with these additional terms, if applicable.

Such Beta Services and all associated conversations and materials relating thereto will be considered GemPages Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without our prior written consent.

1.  Acception to Arbitration

Relevant parties shall resolve disputes in court relating to Intellectual Property (pertaining to trademarks, trade dress, domain secrets, domain names, trade secrets, copyrights, or any violations of the AUP during your use of our Service. In addition, if either party refuses to arbitrate a claim or brings a claim in court that should be arbitrated, any party can ask a court to force the parties to go to arbitration to resolve the claim under ‘compel arbitration’. Either party may also request a court to suspend the litigation while an arbitration proceeding is in progress.

2.  Class Action Waiver

You and your affiliates agree that any claims brought forth on an individual basis. Neither you nor your affiliates can bring claims against us or our affiliates as a plaintiff, class member, class action, consolidated action, or representative action. The appointed arbitrator cannot combine claims of more than one entity or person(s) into a single case into any consolidated, class, or representative proceedings (unless both parties agreed in writing otherwise). The final decision brought forth only impacts the case of the person(s) or entity and cannot become precedent over other claims or disputes. If the court determines that class action waivers are not valid, the Arbitrate Agreement is to be nullified. However, terms of this Terms of Service, existing policies, and Shopify policies are still valid and applicable.

3.  Indemnity

You agree to defend, indemnify, and hold us harmless and anyone acting on our behalf, including our subsidiaries, affiliates, partners, directors, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or as a result of: 

We reserve the right, at your expense, (i) to retain separate legal counsel to represent our rights in connection with any claim or, (ii) in the event that you fail to respond to the applicable claim in a timely and reasonable manner, to assume the exclusive defense and control of any matter for which you are required to indemnify us under this Section, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you and cooperate as reasonably necessary in the defense of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.