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Legal

Terms of service

Last updated {date}.

This is a structured template, not legal advice. It must be reviewed and completed by qualified counsel in your jurisdiction before publication, and every {placeholder} replaced with a real value.

1. Definitions

  • Gemifier: Gemifier d.o.o., of {registered address}.
  • Customer: the organization that has entered into an Order, or on whose behalf an Authorised User has accepted these terms.
  • Service: the Gemifier engagement platform, its APIs, its dashboard and the Documentation.
  • Documentation: the technical documentation Gemifier makes available for the Service.
  • Customer Data: the events, end-user identifiers, metrics, attributes, points records, reward grants, marketplace records, leaderboard standings, media assets and configuration the Customer sends to or creates within the Service.
  • End User: an individual who uses the Customer's own product, identified to Gemifier only by an identifier the Customer chooses.
  • Authorised User: an individual the Customer permits to use the dashboard, holding an account that belongs to exactly one organization.
  • Account Owner: the Authorised User who created the organization or received ownership of it. The Account Owner is the Customer's billing and notice contact and cannot be removed or demoted through the Service.
  • Environment: a Sandbox or Live environment within a project.
  • Order: the ordering document or online sign-up that references these terms.
  • Personal Data, Sub-processor: as defined in the data processing agreement.

2. Acceptance and authority

These terms are accepted on the earlier of the Customer executing an Order that references them, an individual clicking to accept them in a sign-up or invitation flow, and any use of the Service. The individual accepting warrants that they may bind the Customer and that the Customer is a business, not a consumer. Where an individual creates an organization within the Service, that individual becomes the Account Owner and the Customer is the entity they represent. Where the Customer invites an Authorised User, the Customer is bound by its own act of inviting.

3. The Service

Gemifier provides a hosted, API-first engine that receives events from the Customer's systems and evaluates them against configuration the Customer creates: missions, streaks, conditions, points, leaderboards and marketplace items, recording the resulting progress and reward grants. Each project is provisioned with a Sandbox and a Live environment.

Activity is recorded when it is received. State derived from it, including progress, streaks, points and grants, is updated afterwards, and a read reflects the processing completed at that time.

Gemifier may improve or modify the Service and will not materially reduce its core functionality during a paid term. Notice under clause 16 will be given of a material change, and of any API change that is not backwards compatible, with a reasonable transition period.

4. Accounts, API keys and account recovery

  1. The Customer is responsible for its Authorised Users, the roles it assigns and all activity under its accounts. Dashboard access is for named individuals and credentials must not be shared.
  2. API keys are displayed once at creation and stored by Gemifier only as a cryptographic hash; Gemifier cannot recover a key. Keys are bound to a single Environment for their lifetime.
  3. A key carries no scopes: a valid key is full read and write authority over its Environment, including creating end-user records and crediting or debiting points. Gemifier acts on any request a valid key authenticates and is not responsible for a key the Customer failed to keep confidential. The Customer must revoke a key it believes compromised, and revocation is immediate and final.
  4. Account recovery. There is no multi-factor authentication and no single sign-on, and an email address is not confirmed before an account can be used. Password reset is self-service, by email, with a single-use link, and it revokes every other active session on that account. Gemifier does not otherwise restore access to an account, and the Customer alone is responsible for retaining its Account Owner credentials.
  5. Gemifier is the controller of Authorised User account data, as described in the privacy policy.

5. Acceptable use and suspension

  1. The Customer must comply with the acceptable use policy, which forms part of these terms, and should read the responsible gaming statement before configuring mechanics its own regulatory obligations restrict.
  2. The Customer must not, and must not permit anyone to: breach any law, licence or regulatory obligation applying to it, including a gaming licence; send special category personal data, criminal offence data, payment card data, government identity numbers or identity documents; or attempt to reach another organization's data, probe the isolation boundary or circumvent authentication or protective limits.
  3. The Customer must not reverse engineer, decompile or derive the source code of the Service, systematically extract its data or Documentation, circumvent a technical protection measure, build a competing product, or resell, sublicense or provide the Service to a third party except under a written partnership agreement. Nothing here restricts intended use of the APIs and Documentation, including automated and programmatic access.
  4. Gemifier may suspend access immediately and without notice where continued access presents a security risk, exposes it or a third party to legal liability, or is required by law; otherwise it will first give notice and an opportunity to remedy. Access is restored once the cause is resolved, and suspension does not relieve payment obligations.

6. Customer Data, ownership and licences

  1. As between the parties, the Customer owns all Customer Data.
  2. The Customer grants Gemifier a non-exclusive, worldwide, royalty-free licence, sublicensable only to Sub-processors listed under the data processing agreement, for the term and the deletion window that follows, solely to provide, secure, maintain and support the Service for that Customer, to comply with law and to enforce these terms. Gemifier will not use or disclose Customer Data for any other customer.
  3. Gemifier may use aggregated, irreversibly de-identified statistics from use of the Service for capacity planning, security, abuse prevention and improvement, provided they identify neither the Customer, an Authorised User nor an End User. Gemifier will not publish cross-customer benchmarks or disclose Customer-attributable metrics without the Customer's written agreement.
  4. Gemifier does not use Customer Data to train, fine-tune or evaluate machine learning models, and does not disclose Customer Data to any provider of such models. If that ever changes, this clause changes first, under clause 16, and not silently.
  5. Gemifier requires no access to the Customer's databases, networks or infrastructure, and will not request it. The Customer decides which events to send. The only connection Gemifier makes to a Customer system is a delivery to an endpoint the Customer registered.
  6. Gemifier acts as a processor for Customer Data containing Personal Data, on the terms of the data processing agreement, which forms part of these terms.
  7. The Customer is responsible for the content of every field it populates, as the acceptable use policy sets out, and Gemifier does not inspect, filter, moderate or validate it beyond structural validation.

7. End Users

  1. Gemifier has no contractual relationship with, and owes no duty of care to, any End User.
  2. Gemifier does not communicate with End Users by any channel: no email, no message, no notification, and no screen an End User sees. Deliveries triggered by the Service go only to endpoints the Customer registered, chose and controls.
  3. The Customer is the sole controller of End User Personal Data and warrants a lawful basis for every End User record it transmits, and that it has given any notice and obtained any consent required, including for communications it sends itself as a result of the Service.
  4. The Customer will name Gemifier as a processor in its own privacy notice where its law requires, and is solely responsible for End User rights requests. Gemifier assists on the terms of the data processing agreement.
  5. Gemifier holds only the identifier the Customer chose, cannot identify an End User from it without the Customer's help, and refers any request received directly from an End User to the Customer.
  6. Where the Customer publishes rankings or standings of individuals in its own product, it builds that display and chooses the identifier shown; it must not send an identifier it may not disclose, or rely on Gemifier to mask one.
  7. The Customer indemnifies Gemifier for claims brought by or on behalf of End Users, under clause 14.2.

8. Points, rewards, fulfilment and money

  1. Gemifier does not hold, transmit, process or issue money, funds, wagers or any monetary value. It operates no wallet, holds no client funds, issues no electronic money, and is not a payment institution or payment service provider. No End User can pay money for anything within the Service, and the Service holds no payment card data.
  2. Points, badges, levels, streak progress and marketplace credits are internal accounting units with no monetary value. They are not money, electronic money, a payment instrument, a security or property, confer no redemption right against Gemifier and no right to any prize or payment from it, and are not transferable outside the Customer's own programme.
  3. The Customer is the sole issuer of every balance and alone defines how points are earned, spent, expired and forfeited, and may adjust or reverse one for error, fault, abuse or fraud under its own terms with its End Users. The points ledger is append-only: a reversal writes a new entry rather than editing the original. The Customer is responsible for the tax, gift card, loyalty programme and unclaimed property consequences of every balance it issues.
  4. Where a mechanic awards anything other than points, Gemifier records a grant, and the Customer alone defines, funds, sources, delivers and honours it, including any eligibility, affordability, anti-money-laundering, age and exclusion checks. Gemifier does not source, hold, fund, deliver or guarantee any reward, prize, bonus, voucher or item, is not the promoter of any promotion, competition or draw run using the Service, and is not a party to any relationship between the Customer and an End User.
  5. Eligibility for a mission is fixed when an individual first qualifies, and a later signal does not remove them from an occurrence in progress, so exclusion and age checks must also be applied at fulfilment.
  6. Where the Customer registers an endpoint, Gemifier will attempt to deliver a notification to it. Delivery is at-least-once and is not guaranteed, so the Customer must de-duplicate on the delivery identifier and verify the signature. A notification carries identifiers only, never a monetary or points amount, and is not an instruction to credit anything: the recorded grant, readable through the APIs, is the record, and fulfilment must not depend on a notification alone.
  7. A recorded value for what a point is worth in a currency is a Customer-configured accounting figure kept for the Customer's own reporting and does not give points a monetary value. A Number property on an event that represents a monetary amount is likewise the Customer's own figure; Gemifier performs no currency conversion and warrants nothing as to a marketplace stock count, which the Customer must reconcile before fulfilment.

9. Availability, support and free access

  1. Gemifier will use commercially reasonable efforts to keep the Service available and will carry out planned maintenance with reasonable notice where practicable. No service level agreement, uptime commitment or availability target applies unless one is expressly stated in the Order. Support channels and response expectations, if any, are as set out in the Order.
  2. Where the Service or a feature is provided free of charge, on trial, in a Sandbox Environment, or as beta, preview or early access, it is provided “as is” with no warranty of any kind and no availability, support or data-preservation commitment; Gemifier may change, limit or withdraw it at any time; and Gemifier's total liability for it is limited to {nominal liability floor}.
  3. A Sandbox Environment holds separate data and separate keys. It shares infrastructure with the Live service and is not an isolated system, and the Customer must not send production Personal Data to it.

10. Fees, taxes and metering

  1. Fees, the billing period and any usage allowances are as set out in the Order. Where no Order states fees, access is free of charge and clause 9.2 applies.
  2. Where payment is taken through Paddle (clause 10.6), Paddle invoices and collects it directly as merchant of record, and this clause's payment and tax terms do not apply to that invoice. Otherwise, fees are payable within {payment terms} of invoice and are exclusive of taxes; the Customer is responsible for all taxes other than those on Gemifier's income. Interest accrues on overdue undisputed amounts at {late payment interest}, with reasonable collection costs.
  3. Gemifier may suspend the Service for undisputed amounts unpaid after {payment cure period} written notice. An invoice must be disputed in good faith and in writing before its due date, and the undisputed balance remains payable.
  4. Prices change at renewal only, on {price change notice period} notice, and the Customer may decline by not renewing.
  5. Where the Order meters usage, an End User counts as active on a UTC day on which Gemifier received activity about them, counted per Live Environment and deduplicated across the billing period. Because the Customer chooses the identifier per Environment, the same individual present in two Environments counts twice.
  6. Where a payment is taken, it is taken by Paddle, named in full in the sub-processor list, which is the merchant of record for the purchase: it sells the subscription, handles VAT and sales tax, and issues the invoice. Paddle's own terms apply to the payment itself.

11. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform these terms, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations, remaining responsible for them. This does not apply to information that is public through no breach, independently developed, lawfully received from a third party, or already known.

Customer Data is the Customer's confidential information. Where disclosure is compelled by law, the disclosing party will notify the other where lawful, cooperate with any protective application, and disclose only what is required. On termination each party will return or destroy the other's confidential information on request, except copies retained in routine backups or by law, which remain subject to this clause.

12. Intellectual property, feedback and publicity

Gemifier retains all rights in the Service, its software, Documentation and brand, and the Customer in its own brand. Neither party gains rights in the other's marks except as these terms require.

The Customer grants Gemifier a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use any suggestion, idea or feedback about the Service, without obligation or compensation. This gives Gemifier no right in the Customer's confidential information and does not affect clause 11.

Gemifier may name the Customer and show its logo in a customer list on its website and in sales materials, and will stop on written notice. Any other use, including a case study, quotation or press release, needs the Customer's prior written approval.

13. Warranties and disclaimers

  1. Each party warrants that it has authority to enter into these terms. Gemifier warrants that it will provide the Service with reasonable skill and care. Except as expressly stated, the Service is provided “as is”, Gemifier disclaims all other warranties to the extent permitted by law, including fitness for a particular purpose, and does not warrant that the Service will be uninterrupted or error free.
  2. The Service is not designed for data subject to sector-specific regimes, including health information, education records, payment card industry standards and financial account regimes, and must not be used to process it without a written addendum. The Customer warrants that it will not submit such data without that addendum, and indemnifies Gemifier under clause 14.2 for breach of that warranty.
  3. Gemifier gives no legal, regulatory, gaming, financial or tax advice, no representation that use of the Service will satisfy a regulatory obligation of the Customer, and no warranty that a configuration the Customer creates complies with any law or licence condition applying to it.
  4. No statement on Gemifier's website or in its marketing materials forms part of these terms or is a warranty.

14. Indemnities

14.1 By Gemifier. Gemifier will defend the Customer against a third-party claim that the Service, as provided by Gemifier and used in accordance with these terms and the Documentation, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not cover a claim arising from Customer Data, from anything the Customer created or supplied, from combination or modification, from use in breach of the acceptable use policy or outside the Documentation, from continued use after Gemifier asked the Customer to stop, or from free, trial, Sandbox or beta use. Gemifier may procure the right to continue, make the Service non-infringing, or terminate the affected part and refund pre-paid unused fees. Its liability under this clause is limited to {data protection super-cap}.

14.2 By the Customer. The Customer will indemnify Gemifier against any claim, loss, fine or penalty arising from: Customer Data, its content and lawfulness, the Customer's right to transmit it, and any claim that Gemifier's processing of it on the Customer's instructions infringed a third party's rights; claims by or on behalf of an End User, including as to points, balances, reward eligibility, forfeiture, adjustment, reversal or any mechanic outcome; regulatory action, licence consequences, fines and penalties arising from the mechanics the Customer configured or the markets in which it enabled them, including gambling, lottery, prize promotion, advertising, consumer protection, tax, gift card, loyalty and unclaimed property law; breach of the acceptable use policy, including transmission of a prohibited data category; content the Customer uploads to the media library; and anything arising at an endpoint the Customer registered, including onward transfer of Personal Data to it.

14.3 Procedure. The indemnified party must give prompt written notice, allow the indemnifying party sole conduct of the defence, and cooperate at that party's cost. Neither may settle in a way that admits the other's liability without its consent.

15. Limitation of liability

  1. Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited.
  2. Nothing in this clause limits the Customer's payment obligations or its indemnities under clause 14.2, which are not capped.
  3. Subject to clause 15.1, neither party is liable for indirect or consequential loss, for loss of profit, revenue, goodwill, business opportunity or anticipated savings, or for loss or corruption of data to the extent the Customer could have avoided it by keeping its own record of the events it sent.
  4. Subject to clauses 15.1 and 15.2, each party's total aggregate liability is limited to {general liability cap}, except that liability for breach of the data processing agreement, breach of clause 11 and Gemifier's liability under clause 14.1 is limited to {data protection super-cap}. Where the Customer has paid no fees, the cap is {nominal liability floor}.
  5. Neither party may bring a claim more than {limitation period} after the cause of action accrued, except a claim for non-payment.

16. Term, changes and termination

  1. The term and any renewal are as stated in the Order. Where the Order renews automatically, either party may prevent renewal on {renewal notice period} notice, and the Customer may terminate for convenience at the end of the then-current term.
  2. Either party may terminate for material breach not remedied within {cure period} of written notice, or immediately on the other's insolvency, administration or an equivalent event. Gemifier may terminate for convenience only at the end of a term, on {renewal notice period} notice.
  3. Gemifier may amend these terms on {amendment notice period} written notice; if an amendment is materially adverse, the Customer may terminate before it takes effect and receive a refund of pre-paid unused fees. The acceptable use policy may be amended on {AUP notice period} notice, and immediately where the law requires it or to address active abuse or a security issue. These terms are not amended by posting alone, and continued use is not acceptance.
  4. On termination access ends. During {export window} afterwards the Customer may retrieve Customer Data using the Service's read APIs, and Gemifier will, on written request in that window, give reasonable assistance with a one-off extract, charged beyond a reasonable threshold at its then-current rates.
  5. After the export window closes, Gemifier will delete Customer Data within {platform data deletion window} in accordance with the data processing agreement. Deletion from live systems does not immediately remove copies in routine backups, which age out within {backup expiry period} and remain subject to clause 11 until they do.
  6. Clauses 1, 6, 7, 8, 10 (for accrued amounts), 11, 12, 13, 14, 15, 16, 18 and 19 survive termination.

17. Force majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including act of God, war, terrorism, civil disturbance, government action, epidemic, telecommunications or utility failure, and denial-of-service attack. The affected party must notify the other promptly and use reasonable efforts to mitigate and resume. Payment obligations are not excused. Either party may terminate on written notice if the event continues for more than {force majeure long-stop} consecutive days.

18. Governing law and disputes

These terms are governed by the laws of {jurisdiction}, whose courts have exclusive jurisdiction. The parties will attempt in good faith to resolve any dispute by escalation before commencing proceedings. Either party may nevertheless apply to any competent court for interim or injunctive relief to protect its intellectual property or confidential information.

19. General

  1. The Order, these terms, the data processing agreement, the acceptable use policy and the Documentation are the entire agreement, and where they conflict they take precedence in that order, save that on any question about the processing of Personal Data the data processing agreement prevails, subject only to mandatory law. The website terms of use govern the gemifier.io website only and form no part of this agreement.
  2. Neither party may assign without the other's consent, not to be unreasonably withheld, except to an affiliate or on a merger or sale of substantially all assets.
  3. If any provision is unenforceable the rest remains in effect, a failure to enforce a right is not a waiver of it, nothing here creates a partnership or agency, and no third party may enforce these terms.
  4. Notices to Gemifier go to {notice address}, and to the Customer to the Account Owner and any notice contact stated in the Order. Notice by email is effective.
  5. If these terms are translated, the English version prevails. Acceptance by electronic means is binding, and these terms may be signed in counterparts.