- Your Acceptance
By using or visiting GEMS The Education Partners, Inc. (“GEMS”) application or any GEMS
products, software, data feeds, and services provided to you on, from, or through GEMS
(collectively the "Service") you signify your agreement to (1) these terms and conditions (the
the European Economic Area (“EEA”), incorporated by reference. If you do not agree to any of
these terms, please do not use the Service. The Service is provided by GEMS, which, along with its
products and services, is referred to as “GEMS” in these Terms of Service. BY USING THE
SOFTWARE (REGARDLESS IF YOU HAVE REGISTERED THE SOFTWARE OR NOT), YOU
ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT
AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND
DESTROY ALL COPIES IN YOUR POSSESSION
- These Terms of Service apply to all users of the Service, including users who are also contributors
of Content on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds,
music, videos, audiovisual combinations, interactive features and other materials you may view on,
access through, or contribute to the Service. The Service includes all aspects of GEMS, including
but not limited to all products, software and services offered via the GEMS application and any
other GEMS applications.
- The Service may contain links to third party websites that are not owned or controlled by GEMS.
GEMS has no control over, and assumes no responsibility for, the content, privacy policies, or
practices of any third party websites. In addition, GEMS will not and cannot censor or edit the
content of any third-party site. By using the Service, you expressly relieve GEMS from any and all
liability arising from your use of any third-party website.
- Accordingly, we encourage you to be aware when you leave the Service and to read the terms and
- General Use of the Service—Permissions and Restrictions
GEMS hereby grants you permission to access and use the Service as set forth in these Terms of
Service, provided that:
- You agree not to distribute in any medium any part of the Service or the Content without GEMS's
prior written authorization, unless GEMS makes available the means for such distribution through
functionality offered by the Service.
The Service is owned by GEMS and is protected by United States copyright, patent, and trademark
laws and international treaty provisions. Therefore, you must treat the Service like any other
copyrighted, patented or trademarked material. You may not rent or lease the Service, nor may you
modify, adapt, translate, reverse engineer, decompile, attempt to derive the source code of,
decrypt, create derivative works of the Service or any service provided by the Service or
disassemble the Service. You will not remove, modify, or obscure any copyright, trademark, patent
or other intellectual property notices included on the Service.
You agree not to access Content through any technology or means other than through the Service
or those explicitly authorized means GEMS may designate.
You agree not to use the Service for any of the following commercial uses unless you obtain
GEMS's prior written approval:
the sale of access to the Service;
for use of the Service for monetary gain or embedded in for contract work;
the sale of advertising, sponsorships, or promotions placed on or within the Service or
the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or
website containing Content delivered via the Service, unless other material not obtained from
GEMS appears on the same page and is of sufficient value to be the basis for such sales.
Prohibited commercial uses do not include:
- any use that GEMS expressly authorizes in writing.
You agree not to use or launch any automated system, including without limitation, "robots,"
"spiders," or "offline readers," that accesses the Service in a manner that sends more request
messages to the GEMS servers in a given period of time than a human can reasonably produce in
the same period by using a conventional on-line web browser. You agree not to collect or harvest
any personally identifiable information, including account names, from the Service, nor to use the
communication systems provided by the Service (e.g., comments, email) for any commercial
solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service
with respect to their Content.
In your use of the Service, you will comply with all applicable laws.
GEMS reserves the right to discontinue any aspect of the Service at any time.
- Your Use of Content
In addition to the general restrictions above, the following restrictions and conditions apply specifically to
your use of Content.
The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service,
are owned by or licensed to GEMS, subject to copyright and other intellectual property rights under
- Content is provided to you AS IS. You may access Content for your information and personal use
solely as intended through the provided functionality of the Service and as permitted under these
Terms of Service. You shall not download any Content unless you see a “download” or similar link
displayed by GEMS on the Service for that Content. You shall not copy, reproduce, make available
online or electronically transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license,
or otherwise exploit any Content for any other purposes without the prior written consent of GEMS
or the respective licensors of the Content. GEMS and its licensors reserve all rights not expressly
granted in and to the Service and the Content.
You agree not to circumvent, disable or otherwise interfere with security-related features of the
Service or features that prevent or restrict use or copying of any Content or enforce limitations on
use of the Service or the Content therein.
You understand that when using the Service, you will be exposed to Content from a variety of
sources, and that GEMS is not responsible for the accuracy, usefulness, safety, or intellectual
property rights of or relating to such Content. You further understand and acknowledge that you
may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree
to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have
against GEMS with respect thereto, and, to the extent permitted by applicable law, agree to
indemnify and hold harmless GEMS, its owners, operators, affiliates, licensors, and licensees to the
fullest extent allowed by law regarding all matters related to your use of the Service.
- Your Content and Conduct
As a GEMS user you may submit Content to the Service, including videos, photos and user
comments. You understand that GEMS does not guarantee any confidentiality with respect to any
Content you submit.
- You shall be solely responsible for your own Content and the consequences of submitting and
publishing your Content on the Service. You affirm, represent, and warrant that you own or have
the necessary licenses, rights, consents, and permissions to publish Content you submit; and you
license to GEMS all patent, trademark, trade secret, copyright or other proprietary rights in and to
such Content for publication on the Service pursuant to these Terms of Service.
For clarity, you retain all of your ownership rights in your Content. However, by submitting Content
to GEMS, you hereby grant GEMS a worldwide, non-exclusive, royalty-free, sublicenseable and
transferable license to use, reproduce, distribute, prepare derivative works of, display, publish,
adapt, make available online or electronically transmit, and perform the Content in connection with
the Service and GEMS's (and its successors' and affiliates') business, including without limitation
for promoting and redistributing part or all of the Service (and derivative works thereof) in any media
formats and through any media channels. You also hereby grant each user of the Service a nonexclusive
license to access your Content through the Service, and to use, reproduce, distribute,
display, publish, make available online or electronically transmit, and perform such Content as
permitted through the functionality of the Service and under these Terms of Service. The above
licenses granted by you in user comments you submit are perpetual and irrevocable.
You further agree that Content you submit to the Service will not contain third party copyrighted
material, or material that is subject to other third party proprietary rights, unless you have
permission from the rightful owner of the material or you are otherwise legally entitled to post the
material and to grant GEMS all of the license rights granted herein.
GEMS does not endorse any Content submitted to the Service by any user or other licensor, or any
opinion, recommendation, or advice expressed therein, and GEMS expressly disclaims any and all
liability in connection with Content. GEMS does not permit copyright infringing activities and
infringement of intellectual property rights on the Service, and GEMS will remove all Content if
properly notified that such Content infringes on another's intellectual property rights. GEMS
reserves the right to remove Content without prior notice.
- Account Termination Policy
GEMS will terminate a user's access to the Service if, under appropriate circumstances, the user is
determined to be a repeat infringer.
- GEMS reserves the right to decide whether Content violates these Terms of Service for reasons
other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive
length. GEMS may at any time, without prior notice and in its sole discretion, remove such Content
and/or terminate a user's account for submitting such material in violation of these Terms of
- Copyright Policy
GEMS operates a clear copyright policy in relation to any Content alleged to infringe the copyright
of a third party. If you believe your copyright-protected work was posted on GEMS without
authorization, you may submit a copyright infringement notification. Be sure to consider whether fair
use, fair dealing, or a similar exception to copyright applies before you submit. These requests
should only be submitted by the copyright owner or an agent authorized to act on the owner’s
behalf. Please submit notification and removal requests to firstname.lastname@example.org
As part of GEMS's copyright policy, GEMS will terminate user access to the application if a user
has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of
infringing activity more than twice
- Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, GEMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE
SERVICES AND YOUR USE THEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, GEMS
EXCLUDES ALL WARRANTIES, CONDITIONS, TERMS OR REPRESENTATIONS ABOUT THE
ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES
LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS,
MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE,
OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR
SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
(IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR
THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN
ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE
USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
VIA THE SERVICES. GEMS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD
PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY
BANNER OR OTHER ADVERTISING, AND GEMS WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GEMS, ITS OFFICERS,
DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, LOSSES OR EXPENSES OR CONSEQUENTIAL DAMAGES
WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF
CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED
ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR
SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT
OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY
CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE
SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH
WE UNDERSTAND THAT, IN SOME JURISDICTIONS, WARRANTIES, DISCLAIMERS AND
CONDITIONS MAY APPLY THAT CANNOT BE LEGALLY EXCLUDED, IF THAT IS TRUE IN YOUR
JURISDICTION, THEN TO THE EXTENT PERMITTED BY LAW, GEMS LIMITS ITS LIABILITY FOR
ANY CLAIMS UNDER THOSE WARRANTIES OR CONDITIONS TO EITHER SUPPLYING YOU THE
SERVICES AGAIN (OR THE COST OF SUPPLYING YOU THE SERVICES AGAIN).
YOU SPECIFICALLY ACKNOWLEDGE THAT GEMS SHALL NOT BE LIABLE FOR CONTENT OR THE
DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK
OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Service is controlled and offered by GEMS from its facilities in the United States of America. GEMS
makes no representations that the Service is appropriate or available for use in other locations. Those
who access or use the Service from other jurisdictions do so at their own volition and are responsible for
compliance with local law.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless GEMS, its
parent corporation, officers, directors, employees and agents, from and against any and all claims,
damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to
attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of
these Terms of Service; (iii) your violation of any third party right, including without limitation any
copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party.
This defense and indemnification obligation will survive these Terms of Service and your use of the
- Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal
parental or guardian consent, and are fully able and competent to enter into the terms, conditions,
obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide
by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as
the Service is not intended for children under 13. If you are under 13 years of age, then please do not use
We provide these Terms of Service with our Service so that you know what terms apply to your use. You
acknowledge that we have given you a reasonable opportunity to review these Terms of Service and that
you have agreed to them.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or
assigned by you, but may be assigned by GEMS without restriction.
You agree that: (i) the Service shall be deemed solely based in New York State; and (ii) the Service shall
be deemed a passive website that does not give rise to personal jurisdiction over GEMS, either specific or
general, in jurisdictions other than New York State. You agree that the laws of New York State, excluding
New York’s choice of law rules, will apply to these Terms of Service. In addition, for any dispute arising
out of or related to the Service, the parties consent to personal jurisdiction in, and exclusive venue of, the
courts in the Southern District of New York. These Terms of Service, together with the Privacy Notice and
any other legal notices published by GEMS on the Service, shall constitute the entire agreement between
you and GEMS concerning the Service. If it turns out that a particular term is not enforceable, this will not
affect any other terms. No waiver of any term of this Terms of Service shall be deemed a further or
continuing waiver of such term or any other term, and GEMS's failure to assert any right or provision
under these Terms of Service shall not constitute a waiver of such right or provision. YOU AND GEMS
AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST
COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE,
SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.