Terms of Service
Last updated: May 6, 2021
Table of content
Please read these terms very carefully
GemPages, a product of Seal Commerce Asia (GemPages, “Company”, “us”, or “we”), allows Shopify store owners to build pages and grow their online eCommerce. This page states the terms of conditions (“Terms of Service”) under which you may use our services. In this agreement “you”, “your” and “Customer” refers to you unless otherwise indicated. If you are entering into this agreement on behalf of a company or other legal entities, you represent that you have the authority to bind such an entity to this agreement, in which case the terms “you” or “your” shall refer to such entity.
These Terms of Service is applicable to all our Online Properties including but not limited to our websites (“Website”) gempages.net, and the other websites under the gempages.net domain (collectively, the “Sites”), and our customers who use our SaaS product, web design application, tools, and related services (together with the Sites, the “Service”). As an official Shopify App Developer, we strictly comply with Shopify Terms of Service policies.
By using our service and sites, you are agreeing to be bound by the terms and conditions set forth by both us and Shopify. If you do not agree with these terms, you may not use our services.
“Beta Services” are products and or features related to our Service that are not generally available to all of our Members or the public, or we may release products, features, or documentation related to our Service that are identified in the App as beta, preview, pilot, limited release, or by a similar designation.
“Confidential Information” means information disclosed to us as a result of you using our service that is not known by others. They may include but are not limited to account numbers, identification numbers, and personally identifiable information.
“Content” includes but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information, or other material generated by you unless otherwise stated.
“Marks” means trademarks, service marks, and logos contained in our Sites.
“Submissions" with questions, feedback, comment, suggestions, ideas, or other information.
“Third-Party Integration” means any third parties, agencies, linked websites, or other Members, including third-party applications, products, or services for use in connection with the Service.
You are responsible for all actions executed in the Service including safeguarding your username and passwords. We will not be held responsible if you fail to properly secure your account and information which may result in loss or damages. If you have reasons to believe that your account has been compromised in any way, you must notify us immediately and we may work towards a resolution.
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:
Have and will have all rights, licenses, and consents required for your use of the Service.
Have provided accurate, current, and complete information about you as prompted to the best of your current abilities and to update the information to retain its accuracy.
Have not been previously rejected or prohibited to enter an agreement with us.
Have not been previously rejected or prohibited to enter an agreement with us.
Will act in accordance with any laws, rules, and regulations domestic or international.
1. Prorietary 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.
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. Refer to our Trademark Policy for details on the usage of our Marks and Intellectual Property.
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) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. 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:
Edit, redact, or otherwise change any Content.
Re-categorize any Content to place them in more appropriate locations on the Site.
Pre-screen or delete any Content at any time and for any reason, without notice.
We have no obligation to monitor your Content.
Customers may provide GemPages Submissions for improvements of our products, attributes, and related services. 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 to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
5. Marketing and Improvements
We reserve the right to modify or terminate our Services for any reason, without notice at any time. We may, but have no obligation to, remove content/materials and suspend or terminate accounts if any material on our Service violates any of ours or Shopify’s policies. 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 or Shopify’s Terms of Service.
We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Shopify employees and contractors may become our customers/merchants and that they may compete with you, although they may not use your Confidential Information in doing so.
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 disable an Account until notification of a final resolution made between the disputing parties.
Some services offered within GemPages are delivered by third-party organizations. Our service may contain data, functions, and information from one or more third-party sources which are subjected to third-party licensing, privacy, and other policy compliance for usage. By using any of these services and functionality offered by third parties, you acknowledge and authorize GemPages to share your data with third parties with whom we have entered a formal agreement to provide services and functionalities on your behalf.
1. 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.
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 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.
The Site may contain testimonials by users of our products and/or services. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to each user and not necessarily a holistic or partial representation of all user experiences of our products and/or services. We do not claim nor should you interpret or assume that all users will have the same experiences.
The testimonials on the Site are submitted in various forms such as text, audio, and/or video, and are reviewed by us before being posted. They appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.
The views and opinions contained in the testimonials belong solely to the individual user and do not reflect our views and opinions. We are not affiliated with users who provide testimonials, and users are not paid or otherwise compensated for their testimonials.
Under these terms, you may install and use our application exclusively for business purposes. By signing up for our services, you have the responsibility to comply with the terms set by both us and Shopify. You are, therefore, liable for all activities in our application through your Shopify account and subscription.
You are responsible to know, understand and comply with terms and conditions 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.
2. Acceptable Use
To ensure fairness in our community, the proper usage of our services is outlined in our Acceptable Use Policy. By signing 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.
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
If you suspect or found evidence of other publishing materials that violate trademarks or any form of copyright infringement, please notify us at email@example.com.
We welcome questions and support requests regardless of user status be it support requests or questions regarding our subscription plans. Our support team is available via Live Chat [8:30 - 18:00 Indochina Time, Monday through Friday, and 8:30-12:30, Saturday, excluding Vietnamese National Holidays]. For support outside of our office hours, please email us and we will get back to you as soon as we can. Though we hope to get back to you within the day, we cannot promise or guarantee any specific response time.
Our service is subscription-based, after the free trial periods, users must select and pay a monthly fee to continue using our services. All payments shall be processed via Shopify. By continuing our services, you agree to provide current, complete, and accurate purchase and account information for all purchases regardless of how you make payments. You further agree to promptly update account and payment information and that we may contact you as needed.
You agree to pay all charges or fees at the prices for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you grant consent for us to charge your payment method regularly without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes or make changes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.
Our conditions and procedure to process refunds are outlined in our Refund Policy.
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.
You own all content you generate through our software and services, and it is your sole responsibility. You shall ensure to disclaim any liability in connection with us, 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.
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:
Express or implied, including, but not limited to warranties of non-infringement of intellectual property or other proprietary rights, merchantability, fitness for a particular purpose, or regarding the suitability of the information or content.
Regarding the accuracy, reliability, completeness, or timeliness of the content, services, products, text, graphics, links, or other items contained within the website, or the results obtained from accessing and using this website and/or the content contained herein.
That the website and its content, including the server(s) that makes them available, are free of viruses, malware, or other harmful components.
These disclaimers of implied warranties are not permitted in some jurisdictions and consequently, the foregoing disclaimers may not apply to you in such jurisdictions.
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 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. We may decide not to make Beta Services generally available and discontinue Beta Services at any time. Beta Services are a part of the Service, and, therefore, are subject to the terms of these terms.
If you are facing any problems/issues with our Services, it is your responsibility to first try to contact and resolve said issues using our Customer Support Channels.
If the parties are unable to resolve the issue through the Customer Support channels, relevant parties shall therefore concur to rectify the dispute(s) as a result of these Terms and other policies, products, and services by GemPages via binding arbitration in Singapore, Singapore or another agreed jurisdiction. This term applies under any legal theory even after you have discontinued using our services within the duration your data is retained in our databases. If the parties have a dispute about whether this agreement to arbitrate can be enforced or applies to such dispute, the parties agree that the arbitrator will decide that too.
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 agreed 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.
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:
Use of the Site, Service, or Beta Services.
Breach of our policies or Shopify’s policies.
Violation of the rights of a third party, including but not limited to intellectual property rights.
Any overt harmful act toward any other user of the Site with whom you connected via the Site.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
If you have any questions about our Terms of Service, please email us at firstname.lastname@example.org or by post to:
Seal Commerce Asia
16th Floor, TNR Tower, 54A Nguyen Chi Thanh Str
Dong Da Dist, Hanoi, Vietnam.