GemWeave

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES.

This Terms of Use Agreement (the "Agreement") governs your access to and use of the software-as-a-service platform, including any related software, applications, documentation, and services (collectively, the "Service") provided by GemWeave ("GW","we","us","our"), an LLC registered in Utah with its principal place of business in the city of Lindon.

By accessing or using the Service, creating an account, or by clicking to accept or agree to these Terms when this option is made available to you, you ("User," "you," or "your") signify that you have read, understood, and agree to be bound by this agreement. If you do not agree to these terms, you are not permitted to access or use the service.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "User," "you," or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Service.

1. Description of Service

The Service, known as GemWeave, provides users with the ability to create, modify, and edit jewelry images via AI generation, and the ability to quote jewelry projects. We reserve the right to modify, suspend, or discontinue the Service or any part thereof, with or without notice, at any time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

2. Eligibility and Account Registration

Eligibility: You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that you are at least 18 years old.

Account Creation: To access our Service, you are required to register for an account ("Account"). When you register for an Account, you agree to provide true, accurate, current, and complete information about yourself as prompted by the registration form.

Account Responsibilities: You are responsible for maintaining the confidentiality of your Account login information (username and password) and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.

Account Security: We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

3. License to Use the Service

Limited License: Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes (or personal use, if applicable) during the Term, solely as permitted by the features of the Service.

Restrictions: You agree not to, and will not permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Service
• Copy, modify, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Service
• Access the Service in order to build a similar or competitive product or service
• Remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers, or the licensors of the Service.
• Use the Service for any illegal purpose, or in violation of any local, state, national, or international law
• Use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws.
• Use the Service to store or transmit infringing, libelous, or otherwise unlawful material
• Use the Service to store or transmit malicious code.
• Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.
• Attempt to gain unauthorized access to the Service or its related systems or networks.
• Attempt to generate non-jewelry or explicit imagery

4. Fees and Payment

Subscription Fees: Access to certain features of the Service may require you to pay subscription fees ("Subscription Fees"). All Subscription Fees are set forth on our pricing page, or as otherwise agreed upon in a separate order form.

Payment Terms: You agree to pay all Subscription Fees in accordance with the payment terms set forth on the pricing page or Order Form. Payment obligations are non-cancelable and fees paid are non-refundable, unless expressly set forth in this Agreement.

Billing Information: You must provide current, complete, and accurate payment and billing information. You authorize us to charge your chosen payment method for the Subscription Fees.

Automatic Renewal: Unless you notify us before the end of the applicable subscription period that you want to cancel your subscription, your subscription will automatically renew and you authorize us to collect the then-applicable Subscription Fee using any payment method we have on record for you.

Price Changes: We reserve the right to change our Subscription Fees if your account is not currently covered by Price Lock. Prices can change at any time, without notice, and we generally send 30 days prior notice.

Taxes: Subscription Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities ("Taxes"), and you shall be responsible for payment of all such Taxes, excluding only taxes based solely on our net income.

5. Content and Data

Your Content: You are solely responsible for all data, information, text, graphics, and other materials that you upload, post, transmit, or otherwise make available through the Service ("User Content"). You retain all ownership rights in your User Content.

License to Us: By submitting User Content to the Service, you grant Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Service and Company's business, including for promoting and redistributing part or all of the Service.

6. Intellectual Property Rights

Except for the limited license granted to you, Company and its licensors retain all right, title, and interest in and to the Service, including all related intellectual property rights. The Service is protected by copyright, trademark, and other laws.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE; UNAUTHORIZED ACCESS TO OUR SECURE SERVERS; ANY INTERRUPTION OR CESSATION OF TRANSMISSION; OR ANY BUGS, VIRUSES, OR OTHER HARMFUL CODE.

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO COMPANY IN THE 18 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $1,000, WHICHEVER IS GREATER.

8. Indemnification

You agree to defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney's fees) arising from your use of the Service, your violation of this Agreement, or your violation of any third-party right.

9. Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to its conflict of law principles.

Dispute Resolution: In the event of any dispute, the parties shall first attempt to settle through good faith negotiation. If not resolved within 60 days, disputes shall be finally settled by binding arbitration in Lindon, Utah.

Waiver: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COMPANY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

10. General Provisions

Modifications: We reserve the right to modify this Agreement at any time. Material changes will have 30 days' notice. Continued use constitutes acceptance of revised terms.

Contact Information: If you have any questions about this Agreement, please contact us at: GemWeave, 126 S Main St, Lindon, Utah, 84042 / support@gemweave.com.

This is a summary of key terms. For the complete Terms of Use Agreement, please contact us at support@gemweave.com

Information We Collect

We collect information you provide directly to us, such as account information, uploaded images, and usage data to provide our jewelry design services.

How We Use Your Information

Your information is used to provide our services, process your requests, communicate with you, and improve our platform's functionality.

Data Storage and Security

We use secure cloud storage services and implement industry-standard security measures to protect your personal information and uploaded content.

Sharing of Information

We do not sell, trade, or rent your personal information to third parties. We may share anonymized, aggregated data for research and development purposes.

Your Rights

You have the right to access, update, or delete your personal information. Contact us if you wish to exercise these rights.

Cookies and Tracking

We use cookies and similar technologies to enhance your experience and analyze platform usage. You can control cookie preferences in your browser settings.

Last updated: [DATE TO BE INSERTED]