Terms of Service

By using the gmelius.com web site ("Service"), or any services of Gmelius (e.g., the browser extension), you are agreeing to be bound by the following terms and conditions ("Terms of 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, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. 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 SERVICES.

Gmelius reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: https://gmelius.com/legal/terms

Global Terms

1. You must be at least 16 years old to use this Service. If you are aged 16 or under‚ please get your parent/guardian's permission beforehand.
2. You must be a human. Accounts registered by "bots" or other automated methods are not permitted.
3. You are responsible for maintaining the security of your account. Gmelius cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
4. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
5. Unless you have the express written permission from Gmelius, you may not distribute Gmelius or any portion thereof to any third parties.
6. You may not disassemble or reverse engineer Gmelius for any purpose, other than for reviewing the code for personal review, and at all times are bound by Gmelius Terms of Service.

Payment, Upgrading and Downgrading Terms

1. Trialing users are not required to provide a credit card number or use any payment service. Paid services are available on the Website (any such services, an "Upgrade"). By selecting an Upgrade you agree to pay Gmelius the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated.
2. Unless you notify Gmelius before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize Gmelius to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrade fees are not refundable.
3. Upgrades can be cancelled at any time from your Gmelius Account page. Downgrading your Service may cause the loss of content, features, or capacity of the Service. Gmelius does not accept any liability for such loss.

Cancellation and Termination

Gmelius, in its sole discretion, has the right to suspend or terminate your Gmelius account and refuse any and all current or future use of the Service, or any other Gmelius Service, for any reason at any time. Such termination of the Service will result in the deactivation of your account and cancellation of any existing subscription. Gmelius reserves the right to refuse service to anyone for any reason at any time.

Modifications to the Service and Prices

1. Gmelius reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
2. Prices of all Services are subject to change. Changes will be displayed on the Gmelius website (gmelius.com) or the Service itself.
3. Gmelius shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Copyright and Content Ownership

1. You are strictly prohibited from, and agree that you will not, adapt, edit, change, modify, transform, publish, republish, distribute, or redistribute Gmelius or any elements, portions, or parts thereof, including without limitation, to any elements, portions, or parts of Gmelius software (in any form or media) without Gmelius' prior written consent. You agree not to use any automated data collection methods, data mining, robots, scraping or any data gathering methods of any kind on Gmelius different Services.
2. The look and feel of the Service is copyright (c) Gmelius. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Gmelius.
3. If Gmelius discovers that you have used its copyrighted or other protected intellectual property in contravention of the terms described above, Gmelius may bring legal proceedings against you, seeking monetary damages and an injunction against you. You could also be ordered to pay legal fees and costs.

Suggestions to Gmelius

If you submit suggestions to Gmelius through feedback or otherwise, you acknowledge and agree that: (i) your suggestions do not contain confidential or proprietary information; (ii) Gmelius is not under any obligation of confidentiality with respect to the suggestions; (iii) Gmelius shall be entitled to use or disclose (or choose not to use or disclose) such suggestions; (iv) Gmelius may have something similar to the suggestions already under consideration; (v) your suggestions become the property of Gmelius without any obligation of Gmelius to you; and (vi) you are not entitled to any compensation or reimbursement of any kind from Gmelius under any circumstances.

Endorsements, Testimonials, Use of Likeness

From time to time, we may publish testimonials by users and customers related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.

In support of our marketing initiatives, including without limitation, featured Customers on our website, email outreaches, and case studies, we may include your name or logo in connection therewith. If your name or logo is featured on any marketing collateral and you would like for it to be removed, please contact [email protected] and we will honor your request.

Warranty and Disclaimer

1. Providing the Services. Gmelius shall use reasonable efforts consistent with prevailing industry standards to make the Services available to Customer and maintain the Services in a manner which minimizes errors and interruptions in the Services. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Gmelius or by third party providers, or because of other causes beyond Gmelius’s reasonable control, but Gmelius shall use reasonable efforts to provide advance written notice of any scheduled service disruption. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND GMELIUS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GMELIUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, VIRUS-FREE OR FREE FROM HARMFUL COMPONENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
2. Protecting Customer Data. Gmelius will maintain industry-standard administrative, physical, and technical safeguards designed to prevent unauthorized access, use, modification, deletion or disclosure of the Customer Data and will ensure that third party service providers utilized by Gmelius in connection with its delivery of the Services do the same. If Customer Data includes “personal data” defined by EU Regulation 2016/679 (the General Data Protection Regulation or “GDPR”), if such Customer Data is transferred outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, and/or if Customer Data includes personal information as defined by the California Consumer Privacy Act of 2018 (the “CCPA”), then the terms of Gmelius’ Data Processing Addendum shall apply to such personal data and shall be incorporated into this Agreement upon the execution of the Data Processing Addendum by Customer in accordance with its terms.
3. Data Portability and Deletion. The GDPR and the CCPA provide individuals in certain circumstances with rights to, among other things, access, delete and make corrections to their personal data. Gmelius’s commitment to meeting these obligations can be found in its Data Processing Addendum.

Limitation of Liability

1. Exclusion of Damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) shall either party to this agreement, or their respective affiliates, officers, directors, employees, agents, service providers, suppliers or licensors, be liable to the other party or its affiliates for any lost profits, lost sales or business, lost data (where such data is lost in the course of transmission via customer’s systems or over the internet through no fault of Gmelius), business interruption, loss of goodwill, costs of cover or replacement, or for any other type of indirect, incidental, special, exemplary, consequential or punitive loss or damages incurred by the other party or its affiliates in connection with this agreement, the services or professional services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
2. Limitation of Liability. Notwithstanding anything to the contrary in this agreement, Gmelius’ aggregate liability to customer, its affiliates, or any third party arising out of this agreement, the services or professional services, shall in no event exceed the subscription charges and/or professional services fees paid by customer during the twelve (12) months prior to the first event or occurrence giving rise to such liability. Customer acknowledges and agrees that the essential purpose of this section is to allocate the risks under this agreement between the parties and limit potential liability given the subscription charges and professional services fees, which would have been substantially higher if Gmelius were to assume any further liability other than as set forth herein. Gmelius has relied on these limitations in determining whether to provide customer with the rights to access and use the services and/or the professional services provided for in this agreement. The foregoing limitations in this section shall not apply to claims or damages arising from (1) the bodily injury of a person, (2) the indemnification obligations herein, or (3) customer’s non-payment of undisputed fees due and payable.
3. Limitation of liability in the aggregate. The limitation of liability provided for herein applies in aggregate to any and all claims by customer and its affiliates, and shall not be cumulative.
4. Enforceable against Gmelius. Any claims or damages that Customer may have against Gmelius shall only be enforceable against Gmelius Ltd (Gmelius SA) and not any other entity, nor any officers, directors or Representatives of Gmelius or any other entity.
5. The provisions of this Section allocate the risk between the Parties under this Agreement and the Parties have relied on these limitations in determining whether to enter into this Agreement.
   

General Conditions

1. Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
2. Support for Gmelius services is available in English and in French, only via email.
3. You understand that Gmelius uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Gmelius, or any other Gmelius service.
5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Gmelius.
6. We may, but have no obligation to, remove Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Gmelius customer, employee, member, or officer will result in immediate account termination.
8. You must not upload, post, host, or transmit unsolicited email, or "spam" messages.
9. You must not transmit any worms or viruses or any code of a destructive nature.
10. The failure of Gmelius to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

Applicable Law

This Agreement shall be governed in all respects by the substantive laws of Switzerland. Any controversy, claim, or dispute arising out of or relating to the Agreement shall be subject to the jurisdiction of the competent courts of the Canton of Geneva, the jurisdiction of the Swiss Federal Court being expressly reserved.

Effective: October 1, 2016