Terms of Service

By subscribing and using Gemma.App products and services provided by Gemma.App Pty Ltd, you agree to have read, understood and abided by these Terms and Conditions of Service (ToS) combined with our Privacy Policy (PP). The most recent copy of this Terms and Conditions of Service can be viewed at https://gemma.app/legal . We may update these Terms and Conditions from time to time and we comply with relevant legal obligations to provide you with notice of changes to these Terms of Service and our Privacy Policy.

The terms Service, Services, Our Service and Our Services, all refer to all the product features provided by the web application software, Gemma.app, our support, our website and peripheral activities in relation to this web application and does not cover anything else.

The terms Gemma, Gemma.App, Gemma.App Pty Ltd, Us and We, all refer to the same entity:  Gemma.App Pty Ltd ACN: 645891685

The terms You, Gemma Customer, Gemma Client, Gemma Business Client, Gemma Business Customer and Gemma User(s), Your User(s) all refer to the business entity which opens an account with Gemma.App web application and all of its employees, associates and representatives.

The term Content, means any and all digital forms of text, image, video, sound, document or any other information materials which are uploaded, transmitted or made available publicly or privately by a Gemma Customer or any member of that business by means of subscription to our Services.

These Terms of Service govern your use of our Services, your access to our website and any other means of interaction with Gemma.App entity, its representatives, associates and employees. If you do not agree to these Terms and Conditions of Service or our Privacy Policy, you are not allowed to use our website, our Services or any other facility or offer provided by Gemma. At any point in time, Gemma does not accept any Terms of Service from any other entities for the use of our Services partially or as a whole. These Terms of Service may change from time to time and after each change, your continued use of our Services implies your full understanding of and approval with the latest version of these Terms of Service.

We reserve the right to refrain from offering our Services to any entity without any explicit reason. Gemma may choose to suspend or terminate accounts which have not shown activity for a prolonged period of time and the length of time associated with this decision is at the sole discretion of Gemma. If we have previously prohibited you or your business from accessing and using our Service, you are not permitted to access or use our Services and our Website. We accept no responsibility for any damage your business or any of its members, associates or clients may suffer as a result of your non compliance with these Terms of Service and the resulting actions which Gemma and its representatives had to take in response to your non compliance.

Any communication we receive from you by your registered email by us is assumed to have originated from you and you agree that Gemma is entitled to rely on the accuracy and legitimacy of your requests and instructions.

Gemma is a Business Management Software. A Gemma account can only be owned by a business entity and be opened and operated by a legal representative of that business. You agree that by opening an account for a business, you are at least 13 years of age, competent to understand and agree to these Terms of Service and are a legal representative of the business you are registering with Gemma.  Every user being added to a Gemma account is considered to be a representative of that business and is considered to agree to the entirety of these Terms of Service and our Privacy Policy. Any breach of these ToS and our PP by any of the members of a Gemma Customer Business account is considered to be a breach by the Gemma Customer Business itself. If any member or user of a Gemma Customer Business does not agree to these ToS or our PP, the Gemma Customer Business and all of its members must stop using the Services offered by us.

You agree that by opening an account with Gemma, you represent a Business entity in full legal capacity and in good standing in the jurisdiction where it is constituted and currently operating. 

To offer our services to you as part of your subscription, we have to communicate with you via various means. You agree that you must receive these communications for continuation of our service to you and you will not be able to opt out of the receipt of such communication for as long as you have an active Gemma Customer account with us.

Any change in the nature, scope or availability of our Services is always considered to be subject to these ToS and our PP. 

You must access the service using your own Internet connection facilities and pay for your own Internet Service Provider Fees as necessary.

If you access Gemma with the intention of evaluation and monitoring of its performance, availability, methods and procedures and to try to study the software to find its approaches, ideas, vulnerabilities and shortcomings or if you try to manipulate the code and regular functionality of the software in order to gain unauthorized access, you are in breach of these terms and conditions and Gemma will suspend or terminate all the accounts of a Gemma Customer and its individual users without prior notice. 

You warrant that you are not prohibited from accessing our Services by any legal order or regulation and you will not be using our Services to conduct any illegal, illegitimate, dishonest or fraudulent activities as perceived by any law, legislation, regulation or by public norms and general understanding of human decency.

You must provide true and accurate information about yourself and the business entity that you represent. You agree to keep your details up to date and inform us of any change in circumstances and details as soon as you become aware of such changes. We preserve the right to suspend or terminate accounts of a Gemma Customer if we find out or have legitimate suspicions that you’ve provided untrue, inaccurate or incomplete information about yourself, your business or any other information which you’ve provided to us as part of your service agreement with Gemma.

You are responsible for safeguarding your access login and password and your other critical information when using our Services. In the event of unauthorised access using your compromised access credentials, Gemma accepts no responsibility for any damage that this unauthorised access might cause to your business and its members, associates or clients. You must immediately inform us of such breach and will be responsible for any damage that this may cause to Us or any other entity whether associated with us or not.

Your access to our Services is based on a Prepaid Subscription basis. Your subscription to our Services will be automatically renewed at the beginning of your subscription period and you agree to be billed at the end of each of your subscription periods for the new period unless you have cancelled your subscription before that date or we have terminated your subscription. We are not obligated to notify you of this renewal. Your subscription fees will include applicable taxes and you expressly agree that we are allowed to bill you the amount corresponding to your level of access to our Services inclusive of any taxes. Except and to the extent required by applicable Australian law, your subscription fees are non refundable and any refunds will be processed as a courtesy service and might attract administration fees. If you upgrade your Service during your subscription period, any increase in your subscription fees will be calculated for the remaining period of your subscription and will be billed to you at the time of your application for an upgrade. You are solely responsible to fulfill your taxation obligations to the governmental jurisdiction you’re operating under and you indemnify Gemma of any liabilities or obligations with relation to above mentioned tax regulations.

It is your responsibility to maintain a valid unexpired credit card on file in Gemma and make sure you update your credit card details if they will be considered expired at the time of your subscription renewal date. Your access to our Services will be suspended or terminated if you do not provide us with up to date details of your credit card on a timely basis.

Gemma may, at its sole discretion, change the level of Service, its features and functionality and applicable subscription fees at any time and without prior notice to you or any other entity. If Gemma subscription fees change, you will only be introduced to the new fees at the time of your subscription renewal. If you increase your level of access for our Service or particular features of the Service in your subscription, we will bill you the necessary extra fees at the time of your application. If you do not agree to an increase in our fees you will be required to stop using our Services and cancel your subscription with Gemma.

If you downgrade or cancel your subscription to our Services, We do not accept any responsibility for potential loss of content, business continuity, reputation, your obligation to your clients, your government, financial institution or any other party who might directly or indirectly be affected by your decision to cancel or downgrade your Gemma Services.

You and your members of your business, not Gemma.App Pty Ltd, are solely responsible for the Content you upload to Gemma and publish and transmit by use of its Services. Gemma does not and cannot control or verify the Content which you’ve made available and submitted to Gemma for accuracy, reliability, quality or appropriateness in any respect. We don’t have access to such Content unless the information which is related to the operation of our Service to facilitate the operation of your account and your subscription to our Service. Gemma does not accept any responsibility if any member of your Business is exposed to objectionable, illegal, inaccurate, offensive or undesirable Content for any perceivable reason and in accordance with any legal jurisdiction while you are using our Services and it is your sole responsibility to protect your Business and any of its members or associates from any possible damage or undesirable situation that may arise from such exposure.

By abiding by our own Privacy Policy, we preserve the right to disclose any information and Content with relation to your account and use of our Service if we’re required by law to do so. Gemma may be required to disclose this information regarding a Business and each and every one of its members regardless of the fact that the request from a legal authority may be referencing only a certain entity of a Business. We also might be required to disclose such information in order to comply with these Terms of Service, to respond to your own request for additional Services and to protect the rights and safety of Gemma, its employees, associates and property.

You are strictly prohibited to reproduce, publish or distribute any of the Content which is provided to you as a result of using our Services, if that Content belongs to and originated from either Gemma or another entity which is using our Services other than yourself or any content which is Copyright under another entity other than yourself. You will remain the true owner of your own Content and are solely responsible for that Content and neither Us or any other entity other than yourself can claim ownership and responsibility over your Content. You agree to give us total unrestricted permission to collect, use, store, duplicate and analyse your Content where it is necessary for provision of Services offered by Gemma to all of its Users and within the limitations of applicable laws of the state of New South Wales of the Commonwealth of Australia.

When you are using our Services, you are strictly prohibited to provide any type of Content which can be considered at the sole discretion of Gemma or any applicable law to be illegal, unlawful, racist, hateful, abusive, harassing, harmful, threatening, defamatory or ethically objectionable. You are restricted from provision, publish or distribution of such content and we reserve the right to remove such content without any notice to you and to report such Content to appropriate legal authorities.

You cannot provide false information about your Business or any member of your business and try to hide or disguise such information and any information regarding the origin of the Content you create. You cannot impersonate another entity or claim wrong or misleading affiliation (or lack of) with another entity.

The Content you provide to Gemma must not infringe any rights of another entity including but not limited to copyright, trademark, patent, trade secret or any other proprietary rights and must not violate any other contractual agreement such as non disclosure agreements, employment contracts or any other legally binding document, agreement or contract. You are prohibited from providing Content which includes another entity’s private or personal information without their explicit permission. Your published Content using our Services cannot be in relation to child pornography to any extent and contain any personal or sensitive information with relation to minors.

You must not use our Services to send unsolicited and excessive SPAM like advertising, marketing or promotional messages and use our Services in an abusive manner which contradicts the original usage of our software or to distribute computer viruses or any other harmful and illegal code or computer software. Such usage pattern is considered misuse of our Services and Gemma reserves the right to immediately suspend or terminate your accounts if such behavior is observed without any prior notice to you and you are solely liable and responsible to any claims from any third parties or legal authorities as a result of such abuse of our Services. Gemma reserves the rights to claim damage from your Business and any member of your business in the event of such misuse.

You are not allowed to use our Services in a manner which could adversely affect the continuity, reliability, availability or quality of our Services in any way and to any degree or to negatively affect the quality of our Services to other users of Gemma. You are not allowed to probe for vulnerability or system design specifications of our software and use any form of automated script or code to interact with our software. Only a single human operator associated with a login credential is allowed to interact with Gemma at any point in time. Gemma will immediately terminate all of your accounts associated with your business upon observation of any such activities from any of your business members and will commence legal action to claim for the damage caused as a result of your actions.

You must comply with any local, national or international law with respect to communication privacy when using audio or video communication modules of Gemma and advise participating entities if the communication session is being recorded.

Except when it is required by any applicable law, you agree to indemnify Gemma, its employees, directors, partners, associates and all other representatives of Gemma.App Pty Ltd harmless from any claims or demands from yourself or any third party which has arose as a result of your use of our Services, your Content, your violation of this Terms of Service and your violation of any law or regulation while you’re using our Service 

Gemma reserves the right to adjust parameters and features of its Services at any time and without prior notice to you including but not limited to the following; availability and quality of the service, number and size of email communications, allocated disk space, number of users and availability of a certain feature of our service. You agree that Gemma cannot be held responsible for deletion or failure to store any of your Content on our servers and databases. You agree that Gemma cannot be held responsible or liable for any damage to your business or any of its members as a result of such adjustments.

By using our services you agree to be publicly recognised as a customer of Gemma and you grant us unrestricted permission to refer to you, your business name and any associated trademark or tradename of your business or any of its members in our marketing materials.

When you submit your feedback through either the public website, our public Forum or by Gemma access portal, you grant us unrestricted license to publish, copy, host and display your feedback for any purpose deemed suitable by Gemma. We reserve the right to remove such feedback for any reason and at our own sole discretion.

You understand and agree that Gemma has an irrevocable right to terminate your account for each and every member of your business without prior notice at its own sole and absolute discretion. Some examples of circumstances which could result in such a decision by Gemma are; violation of these Terms of Service, request by law authorities, extended periods of inactivity, default in your payment of your subscription fees or your involvement in any form of illegal or unlawful activities. Gemma cannot be held responsible or liable for any damage that such termination could cause to your Business, any of its members or any of your clients or associates.

Gemma has no control over the contents of the links which are placed on our pubic website or in the access portal area of your subscription to other web sites and resources on the Internet and, as a result, Gemma does not endorses the Content of these external links or accepts any responsibility with respect to availability, nature or Content of such links or any damage which you might experience from your exposure to these websites by means of using our Services.

We cannot guarantee that files available for downloading from our website, your access portal area, file management feature of Gemma and any links from inside our website or to outside resources on the Internet will be free of Viruses or other harmful code. You are solely responsible to implement adequate levels of scanning and security to protect your computer systems, networks and operation of your business when using our Services.

You understand that our Service and all of its software components and underlying infrastructure elements contain proprietary and confidential information, licenses, copyrights, trade marks, service marks, patents or other proprietary rights which are protected by their relevant and applicable laws and regulations. Unless by expressive authorization of a legal representative of Gemma.App Pty Ltd, you are not authorized to modify, reverse engineer, attempt to access the source code, attempt to access the server or databases, re sell, rent, re distribute or re-create any part or feature of Gemma or the entire Service as a whole. You agree not to attempt to modify the functionality of the software and not to use a modified version of this software and only access the software via https://gemma.app website.

Disclaimer of warranties

You expressly understand and agree to the following:

• Despite the fact that Gemma and all of its representatives and employees employ their best endeavors to provide the most secure, reliable and accurate Service possible, Gemma Services are offered As Is and you use our Services at your own risk and you are solely responsible for any damage you or your Business might suffer as the result of using Gemma.
• We expressly disclaim all warranties of any kind toward the fitness of our software, its usefulness for your business, availability of our Services or accuracy and reliability of its results.
• We expressly disclaim all warranties of any kind that we find and rectify all sources of error and defect in our software, address all possible security and reliability flaws and find and rectify all possible causes of performance shortcoming or operational defects.

Gemma complies with the Digital Millennium Copyright Act (“DMCA”). If you believe that your legitimate and copyright protected work has been copied by a user of Gemma in a manner that constitutes copyright infringement please contact us using legal@gemma.app email with your full details and proof of your authority and exhaustive details of this perceived infringement. 

These Terms of Service provide details of our relation with you and are governed by the laws of the state of New South Wales of the CommonWealth of Australia. Gemma and you agree to abide by these laws regardless of your physical location in the world or the location from which you operate your business.

Gemma’s failure to enforce or exercise any part of these Terms of Service shall not constitute a waiver of these Terms of Service or our right to enforce or exercise these agreements. If a certain component of these Terms of Service is found to be invalid according to a court of law under applicable laws, other parts of these Terms of Service stay valid and in effect.

Any claims you might have against Gemma must be filed within one year after an incident arose which resulted in such a claim otherwise this claim should be forfeited forever.

You agree to contact us by email using legal@gemma.app address if you have any complaints or disputes with regard to our Services or conduct. You and Us agree to employ our best efforts to settle such a dispute or disagreement by means of direct communication and positive interaction in good faith as much as practicable and within a period no shorter than 30 days of effective communication. We agree that such an approach will be considered a precondition to either You or Us to initiate a legal action against the other entity. If You and Us fail to reach an agreement regarding such disputes and complaints, to the extent permitted by the laws of the state of New South Wales of the CommonWealth of Australia, such matters should be submitted to a court of law in the state of New South Wales.