Gems

GEMS THE EDUCATION PARTNERS, INC. TERMS OF SERVICE


  1. 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 "Terms of Service"), (2) GEMS Privacy Policy, and (3) GEMS Privacy Shield Privacy Policy if within 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

  2. Service

    1. 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.
    2. 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.
    3. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

  3. 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:

    1. 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.
    2. 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.
    3. You agree not to access Content through any technology or means other than through the Service or those explicitly authorized means GEMS may designate.
    4. 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 Content; 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.
    5. Prohibited commercial uses do not include:
      • any use that GEMS expressly authorizes in writing.
    6. 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.
    7. In your use of the Service, you will comply with all applicable laws.
    8. GEMS reserves the right to discontinue any aspect of the Service at any time.

  4. Your Use of Content
  5. In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

    1. 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 the law.
    2. 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.
    3. 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.
    4. 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.

  6. Your Content and Conduct

    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. 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.

  7. Account Termination Policy

    1. GEMS will terminate a user's access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.
    2. 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 Service.

  8. Copyright Policy

    1. 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 support@theeducationpartners.com
    2. 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

  9. 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.

  10. 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 DAMAGES.

    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.

  11. Indemnity

    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 Service

  12. 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 the Service.

    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.

  13. Assignment

    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.

  14. General

    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.