Terms of Service

1. Acceptance of Terms

By accessing or using the GEMiO platform at gemio.ca (the "Platform"), creating an account, listing a business, purchasing a product, or clicking any button that indicates acceptance, you ("User," "you," or "your") agree to be legally bound by these Terms and all policies incorporated herein by reference, including our Privacy Policy.

If you are using GEMiO on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms, you must not access or use the Platform.

2. Description of Services

GEMiO is an online marketplace platform that provides discovery tools, digital storefronts, AI-assisted content generation, digital book publishing, and payment facilitation services to connect independent local businesses and creators ("Sellers") with consumers ("Shoppers").

GEMiO also offers AI-assisted book creation tools that allow Sellers and creators to publish and sell digital books. GEMiO provides the technical infrastructure for these services but is not the publisher, author, or distributor of any user-created book content.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into a binding contract in your jurisdiction to use GEMiO. By using GEMiO, you represent and warrant that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from GEMiO; and (c) your use of GEMiO does not violate any applicable law or regulation.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to immediately notify GEMiO of any unauthorized access or suspected breach of security. GEMiO will not be liable for any loss or damage arising from your failure to protect your account credentials. You may not share your account, create multiple accounts to circumvent a suspension, or impersonate any person or entity.

3.3 Accurate Information

You agree to provide accurate, current, and complete information during registration and to keep that information up to date. GEMiO reserves the right to suspend or terminate accounts where information is found to be false, inaccurate, or incomplete.

4. Seller Terms and Obligations

4.1 Seller Representations

By creating a seller account or listing on GEMiO, you represent and warrant that:

• You own or have the legal right to sell the products, services, or digital content you list;
• All product descriptions, images, and information you provide are accurate, not misleading, and comply with all applicable laws;
• You have all required permits, licences, and registrations to operate your business and sell your products in your jurisdiction;
• You will not list counterfeit, illegal, or prohibited items (see Section 8);
• You are solely responsible for collecting and remitting all applicable taxes (including HST/GST) on your sales.

4.2 Content Licence

By listing content on GEMiO (including text, images, logos, and product descriptions), you grant GEMiO a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, display, distribute, and promote that content solely for the purpose of operating and marketing the Platform. This licence terminates when your content is removed from the Platform.

4.3 Social Media Content Import

When you authorize GEMiO to import public content from social media accounts you connect: (a) you confirm you have the right to use and reproduce that content on GEMiO; (b) you understand that AI tools will process and reformat the imported content; (c) you are responsible for reviewing and approving all imported content before it goes live; and (d) you may revoke this authorization at any time from your seller dashboard.

4.4 Seller Responsibility for Transactions

You are solely responsible for fulfilling all orders placed through your GEMiO storefront, including product delivery, quality, customer service, returns, refunds, and dispute resolution. GEMiO is not responsible for any failure to fulfill orders, product defects, shipping errors, or customer complaints.

4.5 Content Moderation

GEMiO may review, edit, delay, or remove any seller content that violates these Terms, applicable law, or GEMiO's content standards, in GEMiO's sole discretion. GEMiO is not obligated to monitor all content but reserves the right to do so.

5. Shopper Terms

• GEMiO does not warranty the accuracy of any product description, price, availability, or fitness for purpose stated by a Seller;
• Community votes, ratings, and reviews on GEMiO are user-generated and do not constitute endorsements by GEMiO;
• You may not manipulate votes, ratings, or rankings through automated means or coordinated action;
• If you have a dispute with a Seller, contact the Seller first; GEMiO may assist in mediation at its discretion but bears no liability for the outcome.

6. Books and Digital Content

6.1 Author Responsibility

As the author and publisher of a digital book on GEMiO, you are solely responsible for: all content within the book; ensuring the content does not infringe third-party intellectual property rights; any claims, advice, or information contained in the book; and obtaining all necessary rights for images, quotes, or third-party material included in the book.

Book creators also agree to the dedicated Book Studio Agreement & Publishing Policy, which supplements these Terms.

6.2 AI-Assisted Creation

GEMiO's book creation tools use AI to assist in drafting and formatting content based on materials you provide. You acknowledge that: (a) AI-generated content may contain errors or inaccuracies; (b) you are responsible for reviewing, editing, and approving all AI-generated content before publishing; and (c) you own the final published book content, subject to the content licence in Section 4.2.

6.3 Book Sales and Royalties

GEMiO retains a 10% platform fee on the gross sale price of each digital book sold through the Platform. The remaining 90% is remitted to the author/seller after Stripe processing fees are deducted. GEMiO reserves the right to modify this fee structure with 30 days' written notice.

6.4 Buyer Licence for Digital Books

Purchasers of digital books on GEMiO receive a non-exclusive, non-transferable, personal licence to read the purchased book for personal use only. You may not reproduce, redistribute, resell, or publicly display any purchased digital book.

6.5 Refunds for Digital Books

Due to the nature of digital content, all sales of digital books are final unless the file is technically defective and the author fails to provide a corrected version within 7 business days of a written complaint.

7. Payments, Fees, and Commissions

7.1 Platform Fees

7.2 Payment Processing

All payments on GEMiO are processed by Stripe, Inc. By accepting payments through GEMiO, you agree to be bound by Stripe's Connected Account Agreement and Stripe's Privacy Policy. GEMiO does not store full credit card numbers or payment credentials.

7.3 Payouts and Holds

Seller payouts are processed by Stripe according to Stripe's standard payout schedule. GEMiO reserves the right to withhold payouts if there is a credible dispute, suspected fraud, or violation of these Terms.

7.4 Taxes

You are solely responsible for determining and remitting all applicable taxes (including HST, GST, PST, or other taxes) arising from your sales on GEMiO. GEMiO does not collect or remit taxes on your behalf unless required by applicable law.

7.5 Chargebacks

If a Shopper initiates a chargeback, GEMiO may deduct the disputed amount plus any associated Stripe chargeback fees from your next payout. You agree to cooperate with GEMiO in responding to chargebacks and to provide all relevant transaction documentation upon request.

7.6 Subscription Plans

Paid subscription plans are billed monthly. You may cancel at any time; cancellation takes effect at the end of the current billing period with no partial refunds. GEMiO reserves the right to modify subscription pricing with 30 days' written notice.

8. Prohibited Conduct

You agree not to use the Platform to:

• List, sell, or promote illegal goods or services in any jurisdiction where you operate;
• Sell counterfeit, stolen, or trademark-infringing products;
• Upload or distribute malware, viruses, or any malicious code;
• Engage in fraud, misrepresentation, or deceptive practices;
• Violate any person's intellectual property rights, privacy rights, or other legal rights;
• Post content that is defamatory, harassing, threatening, discriminatory, or hateful toward any individual or group;
• Publish adult-only content without proper age-verification mechanisms;
• Circumvent, disable, or interfere with security features of the Platform;
• Scrape, crawl, or extract data from the Platform using automated tools without written permission;
• Manipulate votes, rankings, ratings, or search results through artificial or automated means;
• Create multiple accounts to circumvent a suspension or ban;
• Impersonate any person, business, or entity;
• Engage in any activity that could damage GEMiO's reputation or expose it to legal liability.

GEMiO reserves the right to remove any content, suspend any account, and report any conduct to law enforcement that violates these prohibitions or applicable law, without prior notice and without liability to you.

9. AI-Generated Content

GEMiO uses artificial intelligence tools to generate shop descriptions, product listings, and book content based on information you provide. By using AI features, you acknowledge and agree that:

• AI-generated content may contain errors, inaccuracies, or content that does not accurately reflect your business or products;
• You are responsible for reviewing, editing, and approving all AI-generated content before publishing it;
• GEMiO makes no warranty as to the accuracy, completeness, or suitability of AI-generated content for any purpose;
• Responsibility for any AI-generated content you publish rests solely with you;
• You will not attempt to use GEMiO's AI features to generate content that violates Section 8.

10. Intellectual Property

10.1 GEMiO's Intellectual Property

The GEMiO platform, name, logo, design, software, algorithms, and all related materials are the exclusive property of GEMiO and its licensors and are protected by Canadian and international intellectual property laws. Nothing in these Terms grants you any rights to use GEMiO's trademarks, logos, or branding without prior written consent.

10.2 Copyright Complaints

If you believe that content on GEMiO infringes your copyright, please send a written notice to support@gemio.ca containing: (a) identification of the copyrighted work; (b) identification of the infringing material and its location; (c) your contact information; and (d) a statement of good faith belief. GEMiO will respond to legitimate takedown notices in accordance with applicable law.

10.3 Feedback

If you provide GEMiO with suggestions, ideas, or feedback ("Feedback"), you grant GEMiO a perpetual, irrevocable, royalty-free licence to use and incorporate that Feedback without compensation or attribution to you.

11. Third-Party Services and Links

The Platform integrates with and links to third-party services, including Stripe, Supabase, Anthropic, OpenStreetMap, and social media platforms. GEMiO does not control these services and is not responsible for their content, privacy practices, or terms of service. Your use of third-party services is subject to those services' own terms and policies. The inclusion of a third-party integration does not constitute GEMiO's endorsement of that service.

12. Disclaimers of Warranty

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GEMiO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement;
• Any warranty that the Platform will be uninterrupted, error-free, or secure;
• Any warranty regarding the accuracy, completeness, or reliability of any content, product descriptions, AI-generated text, or third-party listings on the Platform;
• Any warranty that defects will be corrected.

GEMiO does not warrant that any product or service listed on the Platform meets applicable safety standards or your specific requirements. You assume all risk associated with your reliance on information found on the Platform.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• GEMiO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF GEMiO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
• GEMiO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID TO GEMiO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) $100 CAD.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. If you reside in such a jurisdiction, the above limitations may not fully apply to you, but they will apply to the maximum extent permitted by law.

14. Indemnification

You agree to defend, indemnify, and hold harmless GEMiO, its officers, directors, employees, contractors, agents, licensors, and service providers from and against any and all claims, damages, judgments, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use or misuse of the Platform;
• Any content you submit, post, or transmit through the Platform;
• Any products or services you list, sell, or fail to deliver on the Platform;
• Your violation of these Terms or any applicable law or regulation;
• Your violation of any third party's rights, including intellectual property rights, privacy rights, or consumer protection rights;
• Any AI-generated content you publish that causes harm to a third party;
• Any book content you publish that contains inaccurate, harmful, or legally non-compliant information;
• Any dispute between you and another User of the Platform.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising out of or relating to the Platform shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles.

15.2 Informal Resolution First

Before initiating any formal legal proceeding, you agree to first attempt to resolve any dispute informally by contacting GEMiO at support@gemio.ca. GEMiO will attempt to resolve the dispute informally within 30 days of receiving your notice.

15.3 Jurisdiction

If informal resolution fails, the parties consent to the exclusive jurisdiction of the courts of the Province of Ontario, Canada. If you are a consumer resident of a different Canadian province or territory, you may also have the right to bring proceedings in the courts of your own province or territory.

15.4 Limitation Period

Any claim arising from your use of the Platform must be filed within one (1) year of the date you first became aware of the facts giving rise to the claim. Claims not filed within this period are permanently barred.

16. Termination

16.1 Termination by You

You may close your account at any time by contacting support@gemio.ca or using the account deletion feature in your dashboard. Termination does not entitle you to a refund of any fees paid for the current billing period.

16.2 Termination by GEMiO

GEMiO may, in its sole discretion and without prior notice, suspend or terminate your account if you: violate these Terms or any applicable law; engage in fraudulent, deceptive, or harmful conduct; receive excessive chargebacks; pose a risk to the safety or integrity of the Platform; or fail to maintain the standards expected of a seller on the Platform.

16.3 Effect of Termination

Upon termination: (a) your access to the Platform will cease; (b) your public listings will be removed within 48 hours; (c) any outstanding payouts owed to you will be processed subject to any holds for disputes; (d) Sections 4.2, 10–15, and 16.3 survive termination.

17. Modifications

GEMiO reserves the right to modify these Terms at any time. For material changes, GEMiO will provide registered sellers with at least 30 days' written notice by email before the changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the modified Terms. The most current version will always be available at gemio.ca/terms.

18. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and GEMiO regarding the Platform and supersede all prior agreements.

Severability. If any provision of these Terms is found invalid or unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will continue in full force.

Waiver. GEMiO's failure to enforce any provision does not constitute a waiver of GEMiO's right to enforce that provision in the future.

Assignment. You may not assign your rights or obligations under these Terms without GEMiO's prior written consent. GEMiO may assign its rights and obligations without your consent, including in connection with a merger or acquisition.

Force Majeure. GEMiO will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, internet or infrastructure outages, or third-party service failures.

Language. These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version governs.

19. Contact Information

If you have questions about these Terms, please contact: