Legal

Term of Service

Last updated: September 24, 2026

Table of content

1. Definitions

2. Scope of Services

3. Account Registration and Security

3.1 Eligibility

3.2. Account Security

4. User Responsibilities

4.1. Compliance with Laws and Policies

4.2. Prohibited Uses

4.3. Responsibility for Your Content and Store

5. Plans and Payment

5.1 Free Trial

5.2. Subscription and Payment Information

5.3. Usage Fee

5.4. Taxes

5.5. Refunds

5.6. Cancellation

6. Intellectual Property Rights

7. Confidentiality

7.1. Mutual Confidentiality

7.2. Exceptions

7.3. Legal Disclosure

7.4. Return or Destruction

7.5. Feedback

8. Third-Party Services and Links

9. Term and Termination

10. Modifications and Service Updates

11. Liability

11.1. Disclaimer of Warranties

11.2. Limitation of Liability

12. Dispute Resolution and Governing La

12.1. Dispute Resolution

12.2. Governing Law

13. Indemnification

14. General Provisions

15. Contact Information

Title

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Please read these terms very carefully

GemX is a software-as-a-service product developed and owned by GemCommerce Co., Ltd. (“GemX”, “Company”, “we”, “us”, or “our”). These Terms of Service (the “Terms” or “Agreement”) constitute a legally binding Agreement between you (“you”, “your” or “User”) and the Company and govern your access to and use of the GemX application available on the Shopify App Store (the “App”), our website located at https://gemexp.net/ and any related services, features, content, or tools provided by GemX (collectively, the “Service”).

By installing, accessing, or using any part of the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement, in which case the term “you” shall refer to such entity.

Your use of the Service is also subject to our Privacy Policy, Acceptable Use Policy, Cookie Policy, and any additional policies, terms, or conditions applicable to merchants on the Shopify platform. If you do not agree to these Terms, or to any other policies referenced herein, you may not access or use the Service. Continued use of the Service constitutes your acceptance of and agreement to be bound by the Terms and all applicable policies as updated from time to time.

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Service”, “App” or “GemX” refers to the Shopify application developed by GemCommerce Co., Ltd., which includes all associated features, tools, functionalities, content, and services provided to User.

“User”, “You” or “Your” means any individual or legal entity that accesses or uses the Service in connection with the operation of a Shopify store.

“Account” refers to the unique profile registered by the User to enable access to and use of the Service.

“Content” or “User Content” includes, but is not limited to, text, data, images, videos, scripts, inputs submitted to AI Features, the resulting output generated by AI Features or other materials that are uploaded, submitted, transmitted, created, or otherwise made available by the User through the Service.

“Website” means the official GemX website located at https://gemexp.net/ and any other web domains or subdomains owned and operated by the Company in connection with the Service.

“Personal Information” means any information relating to an identified or identifiable natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, phone number, email address, identification number, location data, online identifier, or any other information specific to that individual.

“Features” refers to the set of functionalities and capabilities made available through the Service to support its intended purposes.

“Artificial Intelligence (AI) Features” means any feature or functionality of the Service that integrates artificial intelligence, machine learning, or similar technologies powered by third-party service providers to analyze data, generate content, or provide insights and recommendations.
“Analytic Reports” means an AI Feature of the Service that generates reports providing insights into store performance and campaign performance (if applicable), along with recommendations for improvement based on data collected through the Service.

“Usage Fee” or “Usage Charge” refers to a variable, usage-based charge that applies in addition to a fixed Subscription Fee, with the calculation formula and applicable plans specified in our Pricing.

“App spending limit” means the maximum amount you authorize GemX to charge for Usage Fee within a 30-day billing cycle, as set through the Shopify App Store. This capped amount ensures you will not be charged more than the approved amount unless you manually increase it in Shopify. It provides transparency and control over potential variable charges.

2. Scope of Services

GemX provides an application designed exclusively for use with the Shopify App Store By using the Service, you can access features specified in the Pricing available both in-app and on the Website to optimize your website performance by running experiments to test web page variations, enhancing user experience and increasing conversions and generating Analytic Reports.

3. Account Registration and Security

3.1 Eligibility

Our Service is intended for you only if you are either: (i) at least eighteen (18) years old, or (ii) the age of majority in the jurisdiction where you reside and from which you access the Services, in accordance with the Account Terms set forth in Shopify’s Terms of Service.

By registering for and using the Services, you represent and warrant that you satisfy the applicable age requirement, and you are solely responsible for all activities under your account

By using the Service, you further warrant that:

You have all necessary rights, consents, and authority to use the Service. GemX shall not be liable for any installation or use of the Service performed by an employee or representative without valid corporate authorization.
You have provided accurate, complete, and up-to-date information during registration and will maintain such accuracy on an ongoing basis;
You have not been previously suspended or prohibited from accessing and/or using services provided by GemX;
You will act in full compliance with applicable Shopify policies and eligibility standards.
You are responsible for settling full payment for the subscription plan after the trial to maintain uninterrupted access to the Service.

We reserve the right to suspend or terminate your Account at any time if we have reason to believe you have provided false, misleading or incomplete information or that you are otherwise ineligible to use the Service under these Terms. You acknowledge and agree that GemX may permanently delete any data associated with an account without an active subscription after the retention period defined by Shopify and shall not be liable for any loss of data or service disruption resulting from account termination, suspension, or your failure to maintain an active subscription.

3.2. Account Security

You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, access tokens, and API keys.

You agree to:

Keep your credentials confidential and not share them with any unauthorized person;
Implement reasonable safeguards to protect your account, including enabling two-factor authentication (2FA) where available;
Immediately notify GemX of any unauthorized use or suspected breach of your account security.

GemX is not liable for any loss or damage resulting from your failure to safeguard your credentials or from unauthorized access to your account caused by your acts, omissions or those of your employees, agents, or third parties.

4. User Responsibilities

4.1. Compliance with Laws and Policies

You agree to use the Service in full compliance with all applicable laws, regulations, and legal obligations. In addition, you shall abide by all Shopify policies and terms applicable to your use of the Shopify platform. Any failure to adhere to such legal or platform-specific requirements may result in the immediate suspension or termination of your access to the Service, without liability to GemX.

4.2. Prohibited Uses

You agree not to use the Service, or assist, encourage, or enable others to use the Service:

For any unlawful, fraudulent, or unauthorized purposes;
In a manner that infringes, misappropriates, or otherwise violates the intellectual property, privacy, or other rights of any third party;
To transmit, distribute, or introduce any spam, malware, viruses, or other harmful or malicious content;
To interfere with, disrupt, degrade, or negatively impact the functionality, integrity, or performance of the Service, including any user accounts, systems, or networks;
To attempt to gain unauthorized access to any portion of the Service, other user accounts, or any systems or networks connected to the Service.

Violation of this section may result in immediate suspension or termination of your access to the Service, at GemX’s sole discretion, and may subject you to legal liability.

4.3. Responsibility for Your Content and Store

To provide the Service, GemX requires access to specific data within your Shopify store. This data may include, without limitation, product information, page content, store analytics, and other data essential for operating and optimizing the Service. By using the Service, you acknowledge and consent to grant GemX the right to access and process such data. All processing will be performed lawfully and in full compliance with all applicable privacy and regulatory requirements, and such data will not be accessed or used for any purposes other than those explicitly described herein.

You acknowledge and agree that GemX provides tools and functionalities intended to facilitate your use of the Service. GemX does not control and shall not be held responsible for any User Content that you submit, create, implement, or otherwise make available through the Service, or for any consequences arising from your use of such User Content. You are solely and exclusively responsible for all User Content, data, configurations, and experiments submitted, managed, or deployed through the Service, including their accuracy, legality, and compliance with all applicable laws and regulations.

GemX reserves the right, without assuming any obligation, to review, supervise, or evaluate User Content at its sole discretion for compliance with these Terms and applicable laws. Any such review shall not impose a duty on GemX to monitor User Content or store activities and does not diminish or alter your obligations under this Agreement.

You assume all risks arising from your use of the Service, including but not limited to any effects on store performance, customer experience, sales, operations, or compliance. You agree that GemX shall not be liable for any loss, damage, or liability arising out of or in connection with the content you create or the use and results of the Service on your store.

5. Plans and Payment

5.1 Free Trial

New Users are eligible for a one-time 14-day free trial of GemX, which provides access to selected or full features, depending on the plans determined by GemX at its sole discretion. GemX reserves the right to modify or discontinue any feature available during the trial period at any time.

5.2. Subscription and Payment Information

GemX reserves the right, at its sole discretion, to update, revise, or otherwise modify the features, structure, or pricing of any subscription plan, provided that any such changes will be communicated to Users via the App or the Website in advance. Continued use of the Service after such changes take effect constitutes your acceptance of the revised terms. All fees paid are non-refundable except where otherwise required by applicable law.

All payments for the Service are processed exclusively through the Shopify App Store billing system. In compliance with Shopify’s platform policies, you authorize Shopify, acting on behalf of GemX, to charge your designated payment method for all applicable fees, usage charges, taxes, and any recurring charges associated with your selected plan.

If the Payment is not successfully completed within thirty (30) calendar days from the billing due date, GemX reserves the right to temporarily suspend access to the core features of the applicable subscription plan until full payment is received and duly processed.

5.3. Usage Fee

Certain GemX plans include a Usage Charge, in addition to the fixed Subscription Fee, calculated based on your store’s activity as set forth in our Pricing. Usage Charges shall be calculated on a calendar-month basis, with a notice on the first day of the following month and automatically included in the latest applicable Shopify billing cycle.

Under Shopify’s billing framework, you must authorize an App Spending Limit at the time of installation, which defines the maximum Usage Charge GemX is permitted to bill within a 30-day cycle. Once this limit is reached and you do not authorize an increase, GemX is unable to submit additional usage charges for that cycle. As a result, access to features dependent on usage-based billing may be temporarily restricted or suspended.

You acknowledge that such restrictions may directly or indirectly affect the performance of your campaigns, including potential loss of data updates or reporting accuracy, and GemX shall bear no liability for any resulting issues. You remain solely responsible for monitoring your usage and managing the Spending Limit settings through your Shopify account to avoid such disruptions.

5.4. Taxes

All subscription fees and charges referenced in this Agreement are exclusive of any applicable taxes, levies, duties, tariffs, or other governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes (collectively, “Taxes”).

You are solely responsible for the payment of all applicable Taxes imposed on or associated with your use or purchase of the Service, except for any taxes assessed against GemX based on its income

5.5. Refunds

All subscription fees and charges paid for the Service are generally non-refundable and non-creditable, except as expressly required by applicable law or as otherwise provided in this Policy. In such circumstances, any refund issued will be limited exclusively to the subscription fee.

In the event that you elect to downgrade your current GemX subscription to a lower-tier plan, you acknowledge and agree that no refunds, offsets, or prorated credits will be issued for any unused portion of the original subscription term. The downgraded plan shall become effective upon commencement of the subsequent billing cycle in accordance with Shopify’s Policies.

5.6. Cancellation

You may cancel your subscription to the Service at any time through the Shopify App Store interface. Any such cancellation will take effect at the conclusion of the then-current billing cycle, and you will not incur charges for subsequent billing periods. Upon the effective date of cancellation, the Usage Fee will cease to accrue, and a prorated amount for services rendered up to that date will be calculated and submitted to Shopify as a payment request (if applicable).

GemX is under no obligation to provide refunds or credits for any portion of the billing period remaining at the time of cancellation, including for any unused Services, unless otherwise expressly required by applicable law.

Upon cancellation, you acknowledge and agree that your data shall be deleted in accordance with Shopify’s Policies.

6. Intellectual Property Rights

All rights, title, and interest in and to the Service, including but not limited to the name “GemX”, associated logos, service marks, all software, algorithms, designs, features, and content provided by GemX (collectively, the "Intellectual Property"), are and shall remain the exclusive property of GemX. Nothing in this Agreement shall be construed as granting you any rights in or to the Intellectual Property other than the limited, revocable license expressly set forth herein. You agree not to copy, reproduce, distribute, modify, publish, reverse engineer, decompile, or create derivative works from any portion of the Service or the Intellectual Property without GemX’s prior written consent.

You retain all ownership rights in any content, data, or materials that you upload, submit, or otherwise make available through the Service (collectively, “User Content”). By uploading, submitting, or otherwise making available any User Content through the Service, you grant GemX a non-exclusive, worldwide, royalty-free, transferable, and sublicensable license to access, use, host, store, reproduce, process, display, and distribute such Content solely as necessary to operate, maintain, and improve the Service, including but not limited to running A/B tests, generating reports, providing customer support, and fulfilling legal obligations. You represent and warrant that you have obtained all necessary rights, licenses, consents, and permissions to provide such User Content and to grant the foregoing license.

GemX is not responsible for any third-party content, services, or technology that you incorporate into or use in connection with the Service. Your use of any third-party services is entirely at your own risk and subject to the applicable third-party terms and conditions.

Any feedback, suggestions, or ideas that you voluntarily submit to GemX in connection with the Service may be used by us without any obligation to you. You hereby waive any claim to compensation or attribution based on such submissions.

7. Confidentiality

7.1. Mutual Confidentiality

“Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Service, whether disclosed orally, electronically, or in writing, and which is either (i) clearly marked or designated as confidential at the time of disclosure, or (ii) that which a reasonable person under similar circumstances would understand to be confidential.

The Receiving Party shall hold all such Confidential Information in strict confidence, shall not disclose such information to any third party without the prior written consent of the Disclosing Party, and shall use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms. The Receiving Party shall implement and maintain appropriate safeguards to protect the confidentiality of such information consistent with industry standards.

These obligations shall survive the termination or expiration of these Terms.

7.2. Exceptions

For the purposes of these Terms, “Confidential Information” shall not include any information that the Receiving Party can demonstrate by competent evidence:

was or becomes generally available to the public through no breach of these Terms or wrongful act or omission by the receiving party;
was lawfully known to the Receiving Party, without restriction on disclosure, prior to its disclosure by the Disclosing Party;
was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
was lawfully obtained by the Receiving Party from a third party who had the legal right to disclose such information without restriction and without breach of any confidentiality obligation owed to the Disclosing Party.

7.3. Legal Disclosure

In the event that either Party is required by applicable law, regulation, subpoena, court order, or other legal process to disclose any Confidential Information of the other Party, the Receiving Party may disclose only that portion of the Confidential Information that is legally required to be disclosed. To the extent permitted by law, the Receiving Party shall make reasonable efforts to ensure that such disclosed information is afforded confidential treatment.

7.4. Return or Destruction

Upon termination or expiration of this Agreement for any reason, each party shall promptly return or destroy all Confidential Information of the other Party in its possession or control. Upon request, the Receiving Party shall certify in writing that such return or destruction has been completed. No copies shall be retained by the Receiving Party, except as otherwise required by applicable law.

7.5. Feedback

If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to the Company any information or ideas that you consider to be confidential or proprietary.

8. Third-Party Services and Links

The Service may contain links to third-party websites, services, or resources that are not owned, operated, or controlled by GemX. Such links are provided solely for convenience and do not constitute an endorsement, sponsorship, or affiliation by GemX of the linked content, products, services, or operators.

GemX makes no representations or warranties of any kind regarding, and shall have no responsibility or liability for, the availability, accuracy, content, policies, practices, or performance of such third-party websites or resources. Access to and use of any third-party websites or services is entirely at your own risk and subject to the terms and conditions and privacy policies applicable to such third-party sites or services.

Any failure or disruption of third-party services affecting A/B testing or other Service features is outside GemX’s control. GemX is not liable to Users for related losses or inaccuracies and has no obligation to issue refunds or waive Users’ payment obligations under this Policy.

Where the Service integrates with third-party artificial intelligence providers to generate reports, recommendations, analyses, content, or other outputs (“AI Output”), you acknowledge that AI Output may be inaccurate, incomplete, or contain errors. You are solely responsible for reviewing and verifying AI Output before use and for any action taken in reliance on it. GemUpsells shall not be liable for any loss or damage arising from such reliance to the maximum extent permitted by applicable law. It should be noted that AI Output does not constitute legal, financial, tax, or other professional advice.

9. Term and Termination

Your use of the Service begins on the date you install the GemX and shall remain in effect until terminated as set forth herein.

You may terminate your subscription at any time by uninstalling GemX and cancelling your subscription via the Shopify App Store. You remain responsible for any charges incurred prior to such termination, including any usage charges accrued, which remain payable even if you cancel or delete the App, in accordance with the billing terms outlined in these Terms. Unless otherwise required by law, fees paid are non-refundable.

GemX reserves the right, at its sole discretion, to suspend or terminate your access to the Service, in whole or in part, at any time, with or without notice, and without liability, under any of the following circumstances: (i) you breach or violate any provision of these Terms, applicable laws or regulations, or any relevant Shopify policies; (ii) such suspension or termination is required by applicable law, regulation, or by order of a governmental or regulatory authority; (iii) your continued access to or use of the Service may pose a legal, regulatory, reputational, or security risk to GemX, its systems, other users, or any third party; (iv) the Shopify platform imposes restrictions, limitations, or changes that materially affect GemX’s ability to provide the Service; or (v) GemX elects to discontinue the Service, in whole or in part, for any reason.

Upon any such suspension or termination, all rights granted to you under these Terms shall immediately terminate, and GemX may deactivate your access to the Service without further obligation or liability. You acknowledge and agree that GemX shall have no obligation to maintain or provide access to any data following termination, except as required by applicable law. Notwithstanding the foregoing, GemX may retain aggregated, de-identified, or anonymized data in accordance with our Privacy Policy.

10. Modifications and Service Updates

GemX reserves the right, in its sole discretion, to modify, upgrade, suspend, or discontinue the Service, or any part thereof, at any time and for any reason, including but not limited to maintenance, security needs, compliance with legal obligations, operational efficiency, or business needs. Such modifications may include introducing new features, revising or discontinuing current dashboard and functionalities, or implementing other operational adjustments to the Service. GemX shall not be liable to you or any third party for any such modification, suspension, or discontinuation of the Service.

GemX also reserves the right to amend these Terms at any time. Unless otherwise specified, such amendments will become effective upon posting. Your continued use of the Service after such amendments are posted constitutes your acceptance of the revised Terms. You are advised to review the Terms periodically to remain informed of any changes.

In either case, GemX will use commercially reasonable efforts to notify you of material changes or service modifications, where practicable, through means such as in-app notifications, the Website, or via your registered email address.

11. Liability

11.1. Disclaimer of Warranties

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, GemX expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

GemX makes no representation or warranty that the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components, or that any defects will be corrected. GemX does not warrant that the Service will meet your specific requirements or expectations, and your use of the Service is at your sole risk.

11.2. Limitation of Liability

To the maximum extent permitted by applicable law, GemX, its affiliates, officers, directors, employees, agents, licensors, and partners shall not be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost revenue, lost savings, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use of the Service or your inability to access or use the Service, regardless of the legal theory and even if we have been advised of the possibility of such damages.

In no event shall GemX’s total cumulative liability for any claims arising out of or relating to this Agreement or the Service exceed the total amount paid by you to GemX for the Service during the one (1) month period immediately preceding the event giving rise to such liability.

You retain all rights and ownership in the content you generate, upload, or manage through the Service. You acknowledge and agree that you are solely responsible for such content and its compliance with all applicable laws, regulations, and third-party rights. You agree to indemnify, defend, and hold harmless GemX from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in connection with your use of the Service.

Certain jurisdictions may not allow the exclusion or limitation of certain damages. If such laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.

12. Dispute Resolution and Governing La

12.1. Dispute Resolution

Arbitration

If any dispute, controversy, or claim arises out of or relates to these Terms, the Service, or any related policies, the Parties agree to first attempt to resolve the matter amicably through GemX’s Customer Support channels. If the dispute cannot be resolved within thirty (30) days of initial contact, either party may submit the dispute to binding arbitration. The arbitration shall be conducted in Vietnam (including through the Vietnam International Arbitration Centre (VIAC)), or another jurisdiction expressly agreed upon in writing by both Parties.

This arbitration agreement shall apply to all claims, regardless of legal theory, including but not limited to contract, tort, statutory, or equitable claims, and shall survive the termination of this Agreement and your use of the Service. If either Party files a claim in court that is subject to arbitration under this Agreement, the other Party may seek to compel arbitration and request a stay of the court proceedings pending arbitration.

Exceptions to Arbitration

The obligation to arbitrate shall not apply to disputes or claims relating to the enforcement or validity of either Party’s intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, or domain names. Either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the unauthorized use or misuse of its intellectual property or breach of confidentiality obligations.

In addition, we reserve the right but have no obligation to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.

Class Action Waiver

You agree that any dispute resolution proceedings, whether in arbitration or court, will be conducted solely on an individual basis and not in a class, consolidated, or representative action. You further agree that neither you nor any of your affiliates shall bring any claim as a plaintiff or class member in a class action, mass action, or representative proceeding. The arbitrator may not consolidate more than one person’s or entity’s claims and may not otherwise preside over any form of a representative or class proceeding without the express written consent of both Parties.

If any court or arbitrator determines that the class action waiver set forth in this section is unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provision shall be deemed null and void in its entirety, and the parties shall be deemed not to have agreed to arbitrate disputes. All other provisions of this Agreement shall remain in full force and effect regardless of the enforceability of this arbitration clause.

12.2. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam, without giving effect to any choice or conflict of law rules. Any dispute, controversy, or claim arising out of or in connection with the use of the Services shall be subject to the exclusive jurisdiction of the competent courts of Vietnam. Each party irrevocably submits to the personal and exclusive jurisdiction of such courts.

13. Indemnification

You agree to defend, indemnify, and hold harmless GemX, its company, affiliates, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all third-party claims, demands, causes of action, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs of investigation and litigation) arising out of or relating to:

Your access to or use of the Service, including any content or data submitted, uploaded, transmitted, inputs provided to AI Features, outputs generated and used by you or otherwise made available by you through the Service;
Your breach or alleged breach of these Terms or any applicable Shopify policies;
Any content, materials, or conduct relating to your Shopify store or any activity conducted under your account;
Any actual or alleged infringement, misappropriation, or violation of any intellectual property, proprietary, or privacy right of any third party arising from your use of the Service or any content you provide; or
Any negligent act, omission, or willful misconduct by you in connection with your use of the Service.

GemX reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder, and you agree to cooperate fully with GemX in the defense of any such claim. You shall not settle any matter without the prior written consent of GemX.

14. General Provisions

14.1. Entire Agreement. These Terms of Service (including any documents incorporated by reference, such as our Privacy Policy) constitute the entire agreement between you and GemX regarding the Service. They supersede all prior agreements, proposals, or communications, whether oral or written, between you and GemX. In the event of any conflict between these Terms and Shopify’s Terms of Service, the more restrictive terms shall prevail to the extent required by law or Shopify policy.

14.2. License Grant. Provided that you comply at all times with these Terms, GemX grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to install and use the GemX on your Shopify store. This license is granted solely for the purpose of enabling your access to and lawful use of the Service, in a manner consistent with the intended functionality and subject to the limitations set forth in this Agreement.

14.3. No Waiver. No delay or failure by GemX in exercising any right under this Agreement will constitute a waiver of that right. Any waiver of any term of this Agreement must be in a signed writing by an authorized representative of the Party granting the waiver.

14.4. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. If any court determines that any provision is too broad to be enforced as written, the provision will be enforced to the maximum extent permissible.

14.5. Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder without our prior written consent. GemX may assign or transfer this Agreement, in whole or in part, without your prior consent, including but not limited to any assignment to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.6. Relationship of Parties. You and GemX are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither Party has the authority to bind the other except as expressly provided in this Agreement.

14.7. Force Majeure. Neither party will be liable for any delay or failure to perform under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, or new laws or regulations. The affected party will be excused from performance to the extent it is prevented by such events.

14.8. Notices. All notices required or permitted under this Agreement must be in writing. Notices to you may be made to the email or contact address you provided to Shopify. For security and data protection purposes, GemX shall decline to process any information or act upon any request submitted from an email address that is not associated with the registered store owner. Notices to GemX must be sent to our address below or by email at gemx-support@gemcommerce.com. Notice will be deemed given when delivered by confirmed email or by national overnight courier. Each party must keep the other informed of any changes to its contact information in writing.

14.9. Language. This Agreement is drafted in English. Any translation is provided for convenience only, and the English text will prevail in case of conflict.

14.10. Headings and Interpretation. The section and paragraph headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.

15. Contact Information

For questions or notices regarding these Terms, you may contact GemX at:
GemCommerce Co., Ltd.
Artemis Tower, 5th Floor, Suite 516
No. 3, Le Trong Tan Street, Phuong Liet Ward, Hanoi City, Vietnam
Email: gemx-support@gemcommerce.com