GEMiO Seller Agreement

1. Nature of the GEMiO Platform

GEMiO operates an online marketplace that allows independent sellers ("Sellers") to create shop profiles and list products or services for discovery and sale. GEMiO is atechnology platform and intermediary only. GEMiO is not a retailer, wholesaler, agent, or employer of any Seller. GEMiO is not a party to any contract of sale formed between a Seller and a customer ("Shopper").

By registering a shop on GEMiO, you acknowledge and agree that each sale you make is a direct transaction between you and the Shopper. GEMiO's role is limited to providing the technical infrastructure, discovery tools, and payment processing facilitation.

2. Fees and Commission

GEMiO charges Sellers a commission on sales made through the platform. This commission is deducted from the amount GEMiO remits to you as the Seller — it isnever added on top of your listed price, and Shoppers always pay exactly the price you set.

• Product and service sales (checkout): 5% of the sale price.
• Reservations/bookings: 5% of the bill, or $2.50 per guest, whichever is higher — charged only after the customer arrives, with no upfront charge.

There is no monthly subscription fee for a standard GEMiO shop. GEMiO may offer optional paid upgrades (e.g. premium placement or design templates) which are always clearly marked as optional before you pay for them. GEMiO may update commission rates with notice to Sellers; continued use of the platform after such notice constitutes acceptance of the updated rate.

3. Seller Independence and Responsibility

As a Seller on GEMiO, you are an independent business operator. You are solely and entirely responsible for:

• The accuracy, completeness, and truthfulness of all product descriptions, prices, images, specifications, and claims made in your shop listing
• The quality, safety, and legality of all products and services you offer
• Fulfilling and shipping orders in a timely and complete manner. At this stage of platform development, all shipping arrangements, courier fees, packaging, and delivery tracking are managed directly by the Shop Owner
• All customer service, returns, exchanges, refunds, and dispute resolution with your customers. At this point in platform development, all return handling and logistics are the sole responsibility of the Shop Owner
• Ensuring your products comply with all applicable Canadian federal and provincial product safety regulations
• Collecting and remitting all applicable taxes, including HST/GST, as required by law
• Obtaining all necessary business licences, permits, and regulatory approvals for your industry and location
• Any claims made about your products' health benefits, efficacy, origin, certifications, or credentials

4. GEMiO's Verification Process and Its Limits

GEMiO makes a good-faith effort to verify seller legitimacy. Our standard verification includes confirming a valid email address and reviewing the social media account linked to your shop. Where possible, we review publicly available business information.

However, GEMiO explicitly does not and cannot:

• Physically inspect, test, or validate any product or service offered on the platform
• Verify the accuracy of any product claim, certification, or credential made by a Seller
• Guarantee that a Seller will fulfil orders, process refunds, or respond to customers
• Audit a Seller's business licences, insurance coverage, or regulatory compliance
• Represent that any listed product is safe, fit for purpose, or of merchantable quality
• Prevent all fraudulent, misleading, or non-compliant listings from appearing on the platform

GEMiO communicates these limitations to Shoppers on every business page. Shoppers are advised to exercise their own due diligence before purchasing.

5. No Endorsement or Guarantee

A shop listing on GEMiO does not constitute an endorsement, recommendation, or guarantee of any kind by GEMiO. The appearance of a business on GEMiO's platform does not imply that GEMiO has verified, approved, or vouches for the Seller, their products, or their business practices.

Community votes, hearts, and ratings on GEMiO are user-generated signals and reflect other users' opinions only. They are not GEMiO endorsements.

6. Prohibited Listings and Conduct

You may not list, promote, or sell the following on GEMiO:

• Illegal goods or services under Canadian federal or Ontario provincial law
• Counterfeit, replica, or trademark-infringing products
• Products that make unsubstantiated health or medical claims
• Content that infringes another party's intellectual property rights
• Adult-only content without appropriate age verification systems
• Tobacco, cannabis, vaping products, or controlled substances without proper licensing
• Anything that is or could reasonably be considered harmful, hateful, deceptive, or fraudulent
• Products recalled by Health Canada, the CPSC, or any other regulatory authority

Violation of this section may result in immediate listing removal, account suspension, reporting to relevant consumer protection or law enforcement authorities, and potential civil or criminal liability for the Seller.

7. Buyer–Seller Disputes

All disputes, including disputes about product quality, non-delivery, misrepresentation, or refunds, are between the Seller and the Shopper. GEMiO may, at its sole discretion, assist in mediating disputes but is under no obligation to do so and assumes no liability for the outcome.

If GEMiO processes a payment through Stripe and a chargeback or dispute is filed by a Shopper, the Seller is responsible for providing GEMiO and Stripe with evidence to contest the chargeback. GEMiO reserves the right to hold, reverse, or withhold funds in accordance with Stripe's dispute resolution policies.

8. AI-Generated Content

GEMiO may use AI tools to help generate or improve shop descriptions, product listings, and other content based on your social media posts or uploaded materials. You are responsible for reviewing, editing, and approving all AI-generated content before it is published on your shop. GEMiO is not liable for inaccuracies, omissions, or claims made in AI-generated content that you have approved and published.

9. Platform Rights and Removal

GEMiO reserves the right, at any time and without notice, to:

• Remove, edit, or de-index any listing that violates this Agreement or our Terms of Service
• Suspend or terminate a Seller account for violations, customer complaints, or suspicious activity
• Feature, de-feature, or adjust the placement of any shop in search results or the Spotlight section
• Require additional verification or documentation from any Seller at any time

10. GEMiO's Liability Limitation

To the maximum extent permitted by applicable law, GEMiO shall not be liable for any loss, damage, injury, or expense arising from:

• A Seller's failure to fulfil an order or provide a refund
• Inaccurate, misleading, or fraudulent information provided by a Seller
• The quality, safety, fitness, or legality of any product or service listed by a Seller
• Any dispute between a Seller and a Shopper
• A Shopper's reliance on community votes, ratings, or reviews

GEMiO's aggregate liability to any Seller shall not exceed the total fees paid by that Seller to GEMiO in the 12 months preceding the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless GEMiO and its officers, directors, employees, and agents from any claims, damages, losses, penalties, or expenses (including legal fees) arising from: (a) your breach of this Agreement; (b) your products or services; (c) any claim by a customer or regulator related to your shop; or (d) your violation of any applicable law.

12. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be resolved in the courts of Ontario.

13. Contact

For questions about this Agreement, contact GEMiO at support@gemio.ca.