Last Updated: January 25, 2025

Welcome to Gems, a social networking application! We're excited to have you on board as a user. Gems runs on the AT Protocol ("AT Protocol"), a decentralized social networking protocol that supports many different kinds of services. These Terms of Service apply to the Gems service.

Before you dive into using Gems, please take a moment to carefully read these Terms. This document outlines our legal obligations to each other and they apply to your use of our services.

Gems is available at gems.xyz (the “Site”). Your use of Gems is subject to these Terms of Service (“Terms”), as well as Gems Privacy Policy.

These terms only apply to social networking that happens on the Gems application. If you’re using another social networking application on the AT Protocol that isn’t Gems (we call this a “Developer Application”), the developers of the other service will provide the terms and conditions that govern your experience.

When we say “Gems,” “we,” “us,” and “our” in these Terms, we mean Gemmy Tech Inc..

Important Note: These Terms contain an agreement to resolve most disputes between us through arbitration (instead of suing in court) and to waive jury trials and class actions. Please read Sections 14 and 15 carefully.

In some cases below, we’ve added some summary text in italics to make these Terms easier to navigate, but please remember that the full text of these Terms is the most important.

1. Who Can Use Gems?

a. Eligibility. To use Gems, you must be at least 18 years old and legally permitted to use Gems based on the laws in your country. If you are not yet an adult according to the laws of your country, your parent or legal guardian must read these Terms on your behalf. If you’re a parent or legal guardian, and you allow your child (who meets the minimum age for your country) to use the services, then these terms also apply to you, and you’re responsible for your child’s activity on the services.

b. Accounts. To use Gems, you must create an account (“Account”). Don’t share your Account with others, because you’re responsible for all activities under your Account, whether or not you know about them. If you’re using Gems on behalf of a company or organization, you confirm that you have the authority to represent your company or organization. If you believe your Account created through Gems has been compromised, report it to us at support@gems.xyz.

2. User Content.

a. User Content.

b. “User Content” means any type of content you make available on Gems (“Content”), such as your posts, profile, photos, or links.

c. Your Responsibility for User Content. You, not Gems, are solely responsible for all of your User Content. Gems does not control any of your content, including others’ use of your content.

Gems’s Responsibility for User Content: User Content is only used only in connection with: (1) providing Gems and Content, including by sharing User Content throughout Gems and the AT Protocol as well as developing and improving our current and future offerings; and (2) promoting and marketing Gems and Gemmy Tech Inc.

d. Gems’s Permission to Use Your User Content. You keep your ownership of User Content, subject to the license below. Gems does not own rights to your User Content. By sharing User Content through Gems, you grant us permission to:

• i. Use User Content to develop, provide, and improve Gems, the AT Protocol, and any of our future offerings. For example, we can store and present User Content to other users in Gems. This allows us to show your posts in the Gems app to other users.
• ii. Modify or otherwise utilize User Content in any media. For example, we can resize your posts to fit the Gems mobile or desktop app, or feature examples of User Content for promotional purposes.
• iii. Grant others the right to take the actions above. For example, we can grant content moderation tools access to User Content in order to monitor Gems.
• iv. Remove or modify User Content for any reason, including User Content that we believe violates these Terms or other policies.

The license is limited, worldwide, non-exclusive, and royalty-free.

e. Removal of User Content: If you delete your account we will use reasonable efforts to remove it from Gems, subject to any requirements under applicable law and the Gems Privacy Policy. If users have generated User Content on other services provided by the AT Protocol, Gems will make all reasonable efforts to remove it, but given the design of the open network it is not guaranteed that Gems will be able to do so comprehensively.

3. General Prohibitions and Enforcement.

a. General Prohibitions. We encourage you to report violations of these Terms or the Gems Privacy Policy by using in-app reporting features or the in-app feedback form.

4. Termination.

a. Your Right to Termination: If you want to delete your Account, you can do so through your account settings. If your account was terminated by Gems, we retain the right to keep a copy of your data for trust and safety purposes. These Terms will survive termination of your Account.

b. Our Right to Termination: We reserve the right to suspend or terminate your account and/or specific services offered within Gems without notice, at our discretion, for the following reasons:

• i. We believe you’ve violated these Terms or the Gems Privacy Policy.
• ii. We’re required to do so due to a court order, legal requirement, or regulatory requirement.
• iii. Continuing to allow your account to be active, giving you access to some or all services, or hosting your content creates risk for Gems, other users, or third parties.

5. Appeals.

You can appeal any enforcement decision from these Terms, including suspension or termination, by emailing support@gems.xyz.

6. Terms Required by the App Store and Google Play.

The App Store and Google Play require us to pass on certain terms to you. The following terms apply if you access or download the Gems App through the App Store or Google Play (each, an “App Provider”):

• These Terms are between you and Gems, and not with the App Provider, and Gems is solely responsible for the Gems App.
• Gems is responsible for any other claims, losses, damages, or expenses if the Gems App fails to conform to any warranty. You may notify the App Provider and, to the maximum extent permitted by law, the App Provider will have no other warranty obligation with respect to the Gems App. The App Provider is not required to provide any maintenance and support for the Gems App.
• The App Provider is not responsible for addressing your claims or any third-party claims relating to the Gems App.
• If any third party claims that the Gems App or your possession and use of it infringes that third party’s intellectual property rights, Gems will be solely responsible for that claim to the extent required by these Terms.
• The App Provider and its subsidiaries have the right to enforce these Terms as third-party beneficiaries of these Terms.
• You must follow all applicable third-party terms of service when using the Gems App.

7. Open Source.

Some of Gems is subject to an open source license agreement. Your use of those parts of Gems will be governed by such open source licenses to the extent that the license explicitly overrides these Terms (for example, if the license grants broader use rights).

8. [RESERVED]

9. Links to Third Party Websites or Resources.

Gems allows you to access third-party websites or other resources. The use of any third-party services is at your own risk, and Gems isn’t responsible for any third-party services or content available through them.

10. Updates.

We update our terms from time to time, and will either post the updated Terms or send other communications to let you know about any changes. If you keep using Gems, you agree to the updated Terms. If you don’t agree, you must stop using Gems.

11. Warranty Disclaimers.

Summary: We work hard to offer great services, but there are certain aspects that we can’t guarantee.

Our Services and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT GEMS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

Gems takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Services. You understand and agree that you may be exposed to User Content that is inaccurate, unreliable, untrue, untimely, incomplete, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. Gems does not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.

12. Indemnity.

Summary: If someone brings a legal claim against us based on your actions on Gems, you are responsible for our defense in, and the consequences of, that claim.

You will indemnify, defend, and hold harmless Gems and its affiliates, and their respective officers, directors, employees, and agents ("Gems Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of Gems, (b) your User Content, or (c) your violation of these Terms. Gems may assume the exclusive control and defense of any matter for which you have a duty to indemnify Gems and, if we do, you agree to cooperate with our defense of those claims.

13. Limitation of Liability.

Summary: This section limits what you can recover from us in a dispute to any direct damages that you suffer up to $100. This doesn’t apply where it would be illegal to do so.

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GEMS PARTIES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER OR MOBILE DEVICE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE GEMS OR FOR ANY ERROR OR DEFECT IN GEMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GEMS OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT GEMS SHALL NOT BE RESPONSIBLE OR LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY THIRD PARTY’S CONTENT (INCLUDING ANY USER CONTENT), WHETHER OR NOT SUCH CONTENT IS ACCESSED THROUGH GEMS, AND THAT ANY RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF THE GEMS PARTIES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE GEMS EXCEED ONE HUNDRED DOLLARS ($100).
• THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GEMS AND YOU.

14. Governing Law, Forum Choice and Class Action Waiver.

Summary: All disputes you have with us will be resolved by binding arbitration where permitted. If we need to go to court, it will be in Delaware under Delaware law. You agree not to participate in a class-action lawsuit or class-wide arbitration against us.

• Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Gems are not required to arbitrate will be the state and federal courts located in Delaware, and you and Gems each waive any objection to jurisdiction and venue in such courts.
• Class Action Waiver. YOU AND GEMS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of Section 15 “Dispute Resolution” shall be null and void.

15. Dispute Resolution.

Summary: If there is a dispute between us, with limited exceptions, we’ll resolve it through arbitration. Note that this section does not apply to users who live in the E.U. or any place where arbitration is not permitted.

a. Informal Resolution. Most disputes can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration. You can do this by sending us a written description of the dispute, including your name, an email or a phone number for us to contact you, your Gems account, the nature of the complaint, and how you would like to resolve it, to support@gems.xyz. If the dispute is not resolved within sixty (60) days after we receive your written notice, we agree to proceed with further dispute resolution as outlined below. Attempting an informal resolution process is required before starting any formal dispute resolution. During this process, any applicable statutes of limitations and deadlines for arbitration filing fees or other requirements will be put on hold.

b. Mandatory Arbitration of Disputes. After the parties have engaged in a good-faith, but unsuccessful, effort to resolve the dispute in accordance with the “informal resolution” process (above), you and Gems agree to resolve any dispute, disagreement, or claim relating to these terms or our services through final and binding individual arbitration. Arbitration will not be in a class, representative or consolidated action or proceeding. You and Gems agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Gems are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

c. Exceptions. As limited exceptions to Section 15(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

d. Conducting Arbitration and Arbitration Rules.

Summary: The American Arbitration Association’s Consumer Arbitration Rules will apply. You may be able to choose the types of evidence you and we can submit depending on the size of your claim. Arbitration will be near where you live unless we agree otherwise.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. If you want to start arbitration, you must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. Both parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you, unless the arbitrator determines your claims were frivolous. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

f. Injunctive and Declaratory Relief. Except as provided in Section 15(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

g. Severability.

Summary: If a court decides a part of these Terms is unenforceable, the rest of these Terms still apply.

With the exception of Section 14(b) “Class Action Waiver,” if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16. General Terms.

Summary: The following standard legal provisions are included to permit the Terms to function as expected. For example, they provide that these Terms cover the entire agreement about Gems and that you may not transfer your Account to anyone else.

• Entire Agreement. These Terms (including the Gems Privacy Policy) cover the entire agreement between Gems and you about Gems. These Terms replace all prior agreements or understandings between Gems and you about Gems. If an arbitrator or court determines that any part of these Terms is invalid or unenforceable, we’ll enforce that part to the extent permissible and the other parts of these Terms will still be effective.
• Notices. Gems will provide any notices by posting them in the App or on the Site or by sending other communications. You and Gems agree to communicate electronically.
• Waiver. If Gems doesn’t enforce every right or provision in these Terms, we still have the right to enforce these rights and provisions in the future. Waivers must be written and signed by an authorized Gems representative to be effective. Exercising a right doesn’t impact other rights, unless specified otherwise in these Terms.
• Construction. Both you and Gems will be treated equally when it comes to interpreting these Terms. For purposes of these Terms, the words “include,” “includes,” and “including” are meant to be followed by the words “without limitation.”

17. Contact Information.

If you have any questions about these Terms or Gems, please contact Gems at support@gems.xyz.

18. Additional Rules.

• These rules will evolve over time as we continually work to cultivate a healthy and thriving community.
• If you come across a user, message, or service that appears to break these guidelines, please report it to us via in-app reporting flows or the in-app feedback form.

i. Don’t use Gems to break the law or cause harm to others. For example, do not:

• Praise or promote material from hate groups or U.S., Canadian, and E.U. proscribed terror groups
• Distribute child sexual abuse material
• Engage in human trafficking or sexual exploitation, including any attempt to distribute, participate or normalize child sexual abuse
• Trade in illegal goods or substances
• Steal or distribute others’ private personal information without their permission
• Hack or access systems that you aren’t authorized to access
• Scam or cheat others for financial gain
• Spam, phish, or otherwise use technical means to disrupt the experience of others on Gems
• Infringe other’s copyrights, trademarks and/or other intellectual property

ii. Treat others with respect. For example, no:

• Harassment or abuse directed at a specific person or group, including but not limited to, sexual harassment and gender identity-based harassment
• Promoting hate or extremist conduct that targets people or groups based on their race, gender, religion, ethnicity, nationality, disability, or sexual orientation
• Threats of violence or physical harm, or content that encourages, promotes, or glorifies violence against people, groups, or animals
• Encouraging self-harm or suicide
• Depictions of excessive violence, gore, torture, dismemberment, or non-consensual sexual activity
• Misleading impersonation of other individuals, organizations, or entities

iii. Follow the standards of the app or service you are visiting: Developers may establish community guidelines for their own apps and services on the AT Protocol. Your failure to follow those rules may result in your being restricted from using those apps.

Reporting. We rely on the entire community (developers, creators, users, visitors) to enforce our community guidelines.

• User Violations of Gems Guidelines. You can report suspected violations of these Terms by reporting posts or accounts with the in-app reporting feature. Gems will review reports we receive against these Terms, and if we find a violation will take enforcement action, which may include restricting a user’s ability to use Gems. If your report relies on or relates to conduct that happened outside of Gems, please provide links, context, or any relevant evidence in the details section of your report, so our moderation team can take these factors into consideration.
• Developer Violations of Gems Terms. To report an app or service that you believe is not complying with or enforcing the Gems Terms or Privacy Policy, please email Gems at support@gems.xyz.

App-Specific Guidelines. Developers of apps and operators of services may establish their own standards of conduct, separate from the Terms. These services may temporarily or permanently ban violators from their apps or services. To report violations of a third-party app or service’s standard of conduct, please contact the developer or provider of the third-party app or service. Gems cannot enforce the standards of conduct of third-party apps or services.

Gems Developer Guidelines Developers who federate their apps or services on the AT Protocol must adhere to the Gems Developer Guidelines in order to communicate with Gems services:

• Don’t spam. We trust that you will create a great app that will grow organically. Our definition of spam includes:
  • (a) Generating automated or bulk interactions, including any that would cause a notification to a user like a message, follow, like or reply
  • (b) Any method to automate generating followers or interactions, including account generation tools
  • (c) Spambots
• Apps with user-generated content or social networking features must include:
  • (a) A method to report illegal content
  • (b) A method for blocking forbidden content from being shared in the app
  • (c) A method for blocking abusive users from the app
• All services must have a method for deleting content a user has requested to be deleted.
• Developers must have a system for appropriately responding to all user reports of violations within their apps.
• Developers must maintain updated contact information accessible to the public including an email address that is regularly monitored.
• Developers should maintain reasonable security measures to protect against unauthorized access or disclosure of any end-user information or app data.
• Failure to respond appropriately to known violations of Gems Social’s Terms or Privacy Policy may result in suspension of access to services or features run on Gems’s infrastructure. Developers should keep records of all reports of violations and their responses, and Gems may at any time request such data to ensure compliance with its policies.

19. Token Genesis Event.

There is no guarantee, offer, promise or anything similar that Gemmy Tech Inc. or its affiliate will issue any tokens. Communications regarding any Gems token launch will be made through appropriate Gemmy Tech Inc. communication channels. Gems tokens are not offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in the United States of America (collectively, "US Persons"). Furthermore, no Service is offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in any sanctioned territory. For the purposes of this provision:

• "US Persons" shall mean any natural person who is a citizen or resident of the United States, any entity organized or incorporated under the laws of the United States or any jurisdiction within the United States, and any account held by or for a US Person.
• "Sanctioned Territory" shall mean any country, region, or jurisdiction that is subject to economic sanctions imposed by an internationally recognized authority or by the laws and regulations of the United States, European Union, United Nations, or any other applicable jurisdiction.

20. Token Ownership.

By accepting these Terms, you acknowledge and agree that ownership or staking of Gems tokens, if any such tokens are created, does not entitle you to any form of participation, governance, or control over Gemmy Tech Inc., its decision-making processes, or any related entities.

21. Token Purpose.

You acknowledge that Gems tokens, if any such tokens are created, are entertainment tokens and confer no rights as a shareholder or any equivalent position within Gemmy Tech Inc. or any entity associated with it.

22. Ownership of Gems Tokens.

Ownership of Gems tokens, if any such tokens are created, confers no rights to direct, command, or influence the operations of Gemmy Tech Inc.. Token holders are not in a position to make any demands or requests regarding the management or decision-making processes of Gemmy Tech Inc..

23. Shareholder Status.

Holding Gems tokens, if any such tokens are created, does not confer on you the status of a shareholder or equity holder in Gemmy Tech Inc., its subsidiaries, parent companies, or any related entities. You shall not claim any such status based on the possession, staking, or usage of Gems tokens.

24. Entertainment Token.

The Gems token, if any such tokens are created, is intended for entertainment purposes and to enable interaction with the platform. It will not have any intrinsic value, confer any rights of ownership or control, involve or imply any form of partnership or joint venture, and should not be considered an investment or security of any type.

25. Representational Credits.

Any Gems tokens, if any such tokens are created, will have no monetary value, cannot be redeemed for cash or monetary equivalent, and offer no expectation of profit or gain from the operations, efforts, or ventures of Gemmy Tech Inc..

26. Tokens and Third-party Intellectual Property.

Any tokens (fungible or non-fungible, and if any such tokens are created) associated with creative, artistic, or other forms of intellectual property that are licensed to Gemmy Tech Inc. from time to time, including third-party collaborations, are subject to the terms of the specific licenses granted. You acknowledge that you are not granted any rights, title, interest, or licenses to such intellectual property unless explicitly stated in the Terms or supplementary agreements ("Special Terms") applicable to those tokens. You shall not assert any claim over such intellectual property inconsistent with such Special Terms. All third-party content used by Gemmy Tech Inc. will be with proper licenses or authorization in full compliance with the intellectual property laws, ensuring non-infringement of any rights.