Terms of Use

AGREEMENT TO TERMS

These Terms of Use (the "Terms") are a legally binding agreement between you and ION COMPANIES LLC ("ION," "GEM," "GEM4D," "Company," "we," "us," or "our") governing your access to and use of GEM4D, gem4d.com, GEM-hosted projects, builder tools, project runtimes, APIs, project keys, hosted assets, marketplace features, wallet features, token services, support tools, documentation, and related services that link to these Terms (collectively, the "Services").

By accessing or using the Services, creating an account, publishing or visiting a GEM project, purchasing tokens, enabling a bolt-on, uploading content, or clicking a button that references these Terms, you agree to these Terms and to our Privacy Policy and Cookies Policy. If you use the Services on behalf of a company, project, client, organization, or other entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

We may update these Terms from time to time by posting an updated version with a new "Last updated" date. Your continued use of the Services after updated Terms are posted means you accept the updated Terms. Supplemental terms, posted policies, product descriptions, documentation, order screens, support policies, and project-specific notices may also apply to particular features. If supplemental terms conflict with these Terms, the supplemental terms control only for the feature or transaction they cover.

WHO MAY USE GEM

The Services are not intended for children under 13. You may not create an account, use builder tools, submit content, publish a project, use chat, or provide personal information through the Services if you are under 13. Users who are at least 13 may access published GEM projects, subject to these Terms and any project-specific requirements.

Builders, account holders, project team members, and users who create, administer, publish, or monetize content through GEM must be at least 13. If you are under the age of majority where you live, you may use the Services only with the consent and supervision of a parent or legal guardian. Purchases and token transactions may only be made by users with legal capacity to do so, or with parent or guardian approval. Project owners may not use GEM to operate projects directed to children under 13 unless we separately approve that use in writing and all required child-privacy compliance measures are in place.

ACCOUNTS, SECURITY, AND PROJECT KEYS

You are responsible for the accuracy of your account information, the security of your login credentials, and all activity under your account, projects, API keys, project keys, tokens, wallet, marketplace access, and team permissions. GEM project keys, API credentials, authentication credentials, and administrative access are confidential. You may not share, sell, publish, scrape, abuse, or reverse engineer any credential, endpoint, or protected interface except as expressly permitted by GEM documentation.

THE GEM PLATFORM

GEM provides tools for creating, hosting, publishing, operating, and managing interactive websites, 3D scenes, immersive experiences, games, visual storefronts, realtime features, hosted assets, project settings, user systems, chat, project communications, APIs, and related digital services. We may add, remove, modify, suspend, or discontinue features at any time, including beta, experimental, preview, or internally managed features. You are responsible for testing your projects, backups, settings, scripts, notices, and launches before making a project public.

PROJECT OWNER RESPONSIBILITIES

If you create, administer, publish, or manage a GEM project, you are responsible for that project and for the activity that occurs through it. This includes project content, uploaded assets, scripts, avatars, chat, user records, marketplace settings, wallet settings, user permissions, project communications, end-user notices, privacy disclosures, legal permissions, moderation, and compliance with applicable laws.

Project owners are responsible for obtaining and maintaining all rights, consents, licenses, releases, and permissions needed for uploaded or published websites, images, 3D models, audio, video, scripts, avatars, names, likenesses, brands, marks, music, user data, and other materials. Some project settings, including auto-load or similar features, may cause a project to start immediately or bypass acknowledgement screens. If you enable those settings, you are responsible for providing any required Terms, privacy, cookie, consent, age, or other legal notices to your project users.

If your project collects, stores, displays, edits, exports, or otherwise handles project-user data, you are responsible for how you use that data and for honoring any promises, permissions, privacy notices, and legal obligations that apply to your project. GEM may act as a platform provider for project-user data, but that does not make GEM responsible for a project owner's independent legal obligations.

Unless GEM separately agrees in writing, you may not use the Services to collect, process, or store protected health information, payment card numbers, bank credentials, government identification numbers, biometric identifiers, precise geolocation, children's personal information from users under 13, or other highly sensitive or regulated data. You are responsible for any code, scripts, embeds, analytics, trackers, forms, or third-party services you add to a project.

USER CONTENT AND LICENSE TO GEM

"User Content" means content, materials, data, files, messages, scripts, assets, websites, scenes, models, images, audio, video, avatars, comments, listings, project settings, user records, communications, and other information that you or your project users upload, create, publish, transmit, or store through GEM. You retain ownership of your User Content.

You grant GEM a worldwide, non-exclusive, royalty-free license to host, store, cache, reproduce, process, transmit, display, render, publish, distribute, back up, secure, moderate, remove, troubleshoot, and otherwise use User Content as needed to operate, provide, protect, support, maintain, and improve the Services and to make your projects available according to your settings. GEM does not endorse User Content and may remove, restrict, disable, or refuse to display User Content at any time if we believe it violates these Terms, violates law, creates risk, harms the Services, or infringes rights.

If you make a project public, list it in a directory, submit it to GEM for promotion, or otherwise make it available for public discovery, you allow GEM to display the project name, public URL, thumbnail, artwork, screenshots, description, owner name, metadata, and previews for discovery, indexing, support, moderation, and promotional purposes unless GEM provides and you use an available opt-out setting.

Feedback, suggestions, ideas, bug reports, and feature requests you provide to GEM may be used by us without restriction or compensation, but we will not claim ownership of your underlying project content merely because you provide feedback.

We have no obligation to monitor User Content, projects, project users, chats, scripts, marketplace items, or third-party content. If we review, moderate, remove, or decline to remove content, that action does not make us responsible for User Content or create a duty to monitor similar content in the future.

TOKENS, WALLET FEATURES, AND PAYMENTS

GEM tokens are limited, non-cash platform credits used only within GEM for eligible platform services such as project creation, scene creation, publishing, hosted assets, realtime events, automation, advertising, managed project features, bolt-ons, and other GEM services we make available.

Token packs are one-time purchases. We do not offer subscriptions, free trials, or recurring billing unless separate terms expressly say otherwise. All token purchases are final and non-refundable except where required by law or expressly stated by GEM in writing. Tokens do not expire solely because time passes, but they may be unavailable, suspended, forfeited, or removed if your account is terminated for violation of these Terms, fraud, chargeback abuse, illegal activity, or other misuse.

Tokens are not money, stored value, securities, cryptocurrency, gift cards, bank deposits, or property. Tokens have no cash value, are not redeemable for cash, and may not be sold, brokered, bartered, auctioned, exchanged off-platform, or used for gambling, wagering, speculation, money transmission, or unlawful activity.

Token balances shown in the Services are platform records, not financial account statements. GEM's internal ledger controls if there is a discrepancy, error, exploit, outage, duplicate transaction, or display issue. We may correct token balances, usage records, or transaction records that we believe are inaccurate, abusive, fraudulent, or inconsistent with these Terms.

Token transfers between users are support-mediated only. A user may request a token transfer through the GEM support ticket system. GEM may approve, deny, limit, delay, freeze, reverse, or condition any transfer in our discretion, including for fraud prevention, account security, chargeback risk, abuse prevention, sanctions compliance, billing review, or platform integrity. We may require identity, account, ownership, payment, or authorization verification before approving a transfer. GEM is not responsible for transfers requested to the wrong account or for disputes between users about transferred tokens. You may not request or accept a token transfer as payment for off-platform goods, services, cash, cryptocurrency, gambling, wagers, regulated goods, or anything prohibited by these Terms.

If your token balance is insufficient for active projects, usage, or daily charges, affected projects or features may be restricted, paused, suspended, marked for deletion, or deleted. Projects in a token deficit for more than 30 days may be suspended, marked for deletion, or deleted at GEM's discretion.

Payments are processed by third-party payment providers, including PayPal. Your use of payment services is also subject to the applicable payment provider's terms and policies. We may refuse, cancel, reverse, or review purchases that appear fraudulent, unauthorized, mistaken, abusive, or unlawful.

Prices may exclude taxes, duties, payment-provider fees, currency conversion fees, and similar charges. You are responsible for taxes and charges that apply to your purchases or use of the Services. Chargebacks, payment reversals, failed payments, suspected payment fraud, or payment-provider disputes may result in token removal, transfer reversal, account review, project suspension, feature restriction, or termination.

MARKETPLACE AND BOLT-ONS

GEM marketplace and bolt-on features are GEM-to-user offerings only unless we expressly enable another model in writing. Users may not sell marketplace items, wallet balances, tokens, bolt-ons, digital goods, inventory, or project features to other users through GEM. Marketplace items, bolt-ons, inventory systems, wallet features, and other digital offerings are limited licenses for use within GEM and do not transfer ownership of GEM software, systems, infrastructure, source code, or intellectual property.

AI AND INTERNAL SYSTEM INTEGRATIONS

GEM may use internal AI-assisted tools and backend system integrations, including OpenAI integrations, to help operate, administer, secure, diagnose, support, and improve the Services. GEM does not use customer data or User Content for AI model training or public AI ingestion. AI-assisted internal tools do not change your responsibility for your projects, content, settings, or legal compliance.

THIRD-PARTY SERVICES

The Services may rely on or integrate with third-party providers, including PayPal for payments, DigitalOcean for cloud infrastructure and CDN services, Twilio for SMS and communications, Google reCAPTCHA for abuse prevention, OpenAI for backend system integrations, and other vendors we may use to operate GEM. Third-party services may be subject to their own terms, privacy notices, fees, limits, and availability. GEM is not responsible for third-party services we do not control.

Projects may contain third-party links, embeds, scripts, media, products, or services provided by project owners or other third parties. GEM is not responsible for third-party content or for transactions, statements, promises, policies, or conduct outside GEM's control.

PROHIBITED USES AND CONTENT

You agree not to use the Services to create, upload, publish, transmit, facilitate, or promote:

• illegal goods, services, conduct, or content;
• adult, pornographic, sexually explicit, exploitative, or child sexual abuse material;
• gambling, wagering, lotteries, sweepstakes, or games of chance not approved by GEM in writing;
• weapons, explosives, regulated goods, dangerous materials, or instructions for harm;
• hate, harassment, abuse, threats, doxxing, stalking, bullying, or incitement of violence;
• financial, investment, medical, legal, or other professional advice that requires a license or creates risk to users;
• malware, spyware, credential theft, phishing, unauthorized tracking, cryptomining, exfiltration, scraping, spam, or security bypasses;
• infringing, counterfeit, misleading, deceptive, fraudulent, defamatory, privacy-violating, or publicity-rights-violating content;
• content or conduct that targets children under 13 without GEM's written approval and required legal compliance measures;
• attempts to sell, cash out, broker, trade, or monetize GEM tokens or wallet balances outside the approved GEM platform process; or
• anything that burdens, disrupts, probes, scans, attacks, reverse engineers, or interferes with GEM, other users, or third-party systems.

We may investigate suspected violations and may remove content, restrict features, suspend projects, freeze tokens, disable marketplace access, revoke project keys, suspend or terminate accounts, block traffic, report conduct to authorities, or take other action we deem appropriate.

CHAT, COMMUNICATIONS, AND PROJECT USERS

GEM may support chat, project communications, user profiles, avatars, project users, notifications, and similar features. Do not use these features to collect sensitive information unless you have a lawful basis and all required notices and consents. GEM may review communications and project data when reasonably necessary for support, safety, security, abuse prevention, legal compliance, or operation of the Services.

By providing a phone number, you consent to receive transactional and security-related SMS messages from GEM or its providers, including Twilio. Message and data rates may apply. SMS is not required for marketing unless separately disclosed and consented to.

INTELLECTUAL PROPERTY

GEM, GEM4D, ION, our logos, software, source code, databases, interfaces, documentation, designs, systems, templates, marks, and platform technology are owned by ION COMPANIES LLC or its licensors and are protected by intellectual property and other laws. Except for rights expressly granted in these Terms, we reserve all rights in the Services.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for your personal or internal business use and to create, manage, and publish GEM projects as permitted by your account, settings, token balance, and GEM documentation.

COPYRIGHT COMPLAINTS, TAKEDOWNS, AND REPEAT INFRINGERS

We respect intellectual property rights. If you believe content on GEM infringes your copyright, submit a notice through the GEM support ticket system at https://gem4d.com/support or contact: ION COMPANIES LLC, Attn: Copyright Agent, P.O. Box 205, Great Bend, NY 13643-9998, [email protected].

A copyright notice should include: (1) your physical or electronic signature; (2) identification of the copyrighted work; (3) identification of the material claimed to infringe and information reasonably sufficient to locate it; (4) your contact information; (5) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or law; and (6) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act for the copyright owner.

If your content is removed or disabled due to a copyright complaint and you believe that was a mistake, you may submit a counter-notice through the GEM support ticket system or the copyright contact above. A counter-notice should include: (1) your physical or electronic signature; (2) identification of the material removed or disabled and where it appeared before removal; (3) a statement under penalty of perjury that you have a good-faith belief the material was removed or disabled because of mistake or misidentification; (4) your name, address, and telephone number; (5) your consent to the jurisdiction of the federal district court for your address, or if outside the United States, any judicial district where GEM may be found; and (6) your agreement to accept service of process from the person who submitted the copyright complaint or that person's agent.

Copyright notices and counter-notices can have legal consequences. You may be liable for damages, costs, and attorneys' fees if you knowingly materially misrepresent that material or activity is infringing, was removed by mistake, or was misidentified.

GEM may suspend or terminate accounts, projects, marketplace access, tokens, or project keys of users who repeatedly infringe copyrights or other rights, who repeatedly receive valid infringement complaints, or who use GEM primarily to infringe or facilitate infringement. Without limiting our discretion, two or more valid infringement complaints against the same user, account, or project may be treated as repeat infringement. We may also act immediately for serious infringement, obvious piracy, circumvention tools, counterfeit goods, child-safety concerns, fraud, or legal risk.

ENFORCEMENT, TAKEDOWNS, BANS, AND APPEALS

GEM may remove content, suspend projects, disable public access, mark projects for deletion, delete projects, freeze tokens, revoke keys, restrict features, suspend marketplace access, or ban accounts if we believe there has been a violation of these Terms, legal risk, security risk, payment risk, abuse, fraud, infringement, harm to users, harm to the Services, or other conduct that we determine is inappropriate.

Appeals of project takedowns, account restrictions, token freezes, transfer denials, marketplace actions, or bans must be submitted through the GEM support ticket system. We may require identity, ownership, authorization, payment, or compliance information before reviewing an appeal. We may deny appeals in our discretion, particularly where safety, legal, fraud, child-safety, payment, sanctions, or repeat-infringer concerns are present.

We are not required to provide advance notice before taking enforcement action. Where we do provide notice, the notice may be delivered through your account, email, SMS, project dashboard, support ticket, or other reasonable method.

PRIVACY, COOKIES, AND DATA

Our Privacy Policy explains how we collect, use, disclose, and protect information. Our Cookies Policy explains cookie and similar technologies. You are responsible for maintaining your own copies and backups of User Content. We may maintain backups, logs, and system records, but we do not guarantee that any content or data can be recovered after loss, deletion, suspension, or termination.

NO PROFESSIONAL ADVICE

GEM is a technology platform. The Services, documentation, support, examples, and generated or automated outputs are not legal, medical, financial, investment, tax, safety, engineering, or other professional advice. You are responsible for obtaining professional advice where appropriate.

AVAILABILITY, CHANGES, AND UPDATES

The Services may be interrupted, delayed, unavailable, modified, degraded, or discontinued. We may perform maintenance, change pricing, change token usage rates, update runtimes, modify project behavior, patch security issues, remove features, or stop supporting versions at any time. We are not liable for downtime, data loss, project changes, token usage changes, or inability to access the Services except as required by law.

EXPORT, SANCTIONS, AND LEGAL COMPLIANCE

You may not use the Services if you are barred from doing so under applicable law or sanctions rules. You may not export, re-export, or use the Services in violation of U.S. export control, sanctions, anti-money laundering, anti-bribery, or other applicable laws.

DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, GEM DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, AND ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICES, PROJECTS, TOKENS, MARKETPLACE FEATURES, USER CONTENT, OR THIRD-PARTY SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, GEM AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM USER CONTENT, PROJECTS, TOKENS, MARKETPLACE ITEMS, SECURITY INCIDENTS, THIRD-PARTY SERVICES, OR USE OF OR INABILITY TO USE THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, GEM'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO GEM FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) USD $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You will defend, indemnify, and hold harmless GEM and its owners, officers, employees, contractors, agents, affiliates, licensors, and providers from and against claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to your User Content, projects, scripts, project users, marketplace activity, token activity, breach of these Terms, violation of law, violation of rights, fraud, chargebacks, misuse of the Services, or use of GEM by anyone using your account or credentials.

GOVERNING LAW

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement below.

DISPUTE RESOLUTION, ARBITRATION, AND CLASS ACTION WAIVER

Before filing a claim, you and GEM agree to try to resolve the dispute informally. The party raising the dispute must give written notice describing the claim and requested relief. You must send notices to [email protected] or through the GEM support ticket system. We may send notices to the email address associated with your account. The parties will attempt to resolve the dispute for at least 30 days.

Except for the exceptions below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable rules. Arbitration will be conducted in English and may be conducted by video, phone, written submissions, or in person in New York, unless the arbitrator requires otherwise. Judgment on the award may be entered in any court with jurisdiction.

YOU AND GEM EACH WAIVE THE RIGHT TO A JURY TRIAL. YOU AND GEM EACH AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR MASS ACTION. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

This arbitration agreement does not prevent either party from bringing claims in small claims court where permitted, seeking injunctive or equitable relief for intellectual property misuse, security abuse, unauthorized access, infringement, or misuse of the Services, or submitting valid DMCA notices and counter-notices. If a dispute proceeds in court, the exclusive venue will be the state or federal courts located in New York County, New York, and you and GEM consent to personal jurisdiction there.

Any claim must be filed within one year after it arose unless applicable law requires a longer period. If any part of this arbitration section is found unenforceable, the unenforceable part will be severed and the rest will remain in effect, except that if the class, collective, representative, private attorney general, or mass action waiver is found unenforceable as to a claim, that claim must proceed in court and not in arbitration.

ELECTRONIC COMMUNICATIONS AND NOTICES

You consent to receive notices, disclosures, agreements, records, and other communications electronically, including through the Services, your account, support tickets, email, SMS, or other contact information you provide. Electronic communications satisfy any legal requirement that a communication be in writing, to the fullest extent permitted by law. You are responsible for keeping your contact information current.

TERMINATION

You may stop using the Services at any time. GEM may suspend or terminate your account, projects, tokens, wallet access, marketplace access, project keys, or access to the Services at any time if we believe you violated these Terms, created risk, caused harm, failed to pay, abused tokens or transfers, infringed rights, or used the Services unlawfully. After termination, provisions that by their nature should survive will survive, including ownership, licenses needed to operate or wind down the Services, payment obligations, enforcement rights, disclaimers, limitations of liability, indemnity, dispute resolution, and legal compliance provisions.

CALIFORNIA USERS AND RESIDENTS

If any complaint with GEM is not satisfactorily resolved, California users and residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

GENERAL TERMS

These Terms, together with any posted supplemental terms, the Privacy Policy, and the Cookies Policy, constitute the entire agreement between you and GEM regarding the Services. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, operation of law, or transfer of the Services. GEM is not responsible for delay or failure caused by events beyond our reasonable control, including outages, hosting failures, provider failures, labor disputes, war, terrorism, natural disasters, government action, cyberattacks, payment-provider action, or internet or utility failures.

CONTACT US

ION COMPANIES LLC
P.O. Box 205
Great Bend, NY 13643-9998
Email: [email protected]
Support: https://gem4d.com/support