Please read these Terms carefully. They are a legally binding agreement. By signing in to, accessing or using the Service you agree to be bound by them. These Terms contain, among other things, an acknowledgment of Gemixx's exclusive ownership of all data and materials, a prohibition on copying or using any of it without express written permission, a non-circumvention covenant, a broad waiver and release of claims, a disclaimer of warranties, a limitation of liability, exclusive jurisdiction in New Jersey (USA) and New Delhi (India), and a waiver of jury trial and class actions. If you do not agree, you must not access or use the Service.
1.1 These Terms of Service (the "Terms") form a binding agreement between you and, if you use the Service on behalf of a company or other organisation, that organisation (together, "you" or "User"), and Gemixx USA LLC and Gemixx Exports Private Limited (Gemixx Exports Pvt Ltd), together with their respective affiliates, successors and assigns (collectively, "Gemixx", "we" or "us").
1.2 You accept these Terms by (a) clicking to indicate your agreement, (b) signing in to, or (c) otherwise accessing or using the Service. Your acceptance is recorded electronically with a date, time and account identifier and constitutes your signature (see Section 21).
1.3 The Service is provided solely for business-to-business use. You represent and warrant that you are at least eighteen (18) years old, that you have full legal authority to bind yourself and any organisation you represent, and that you are not a competitor of Gemixx or acting on behalf of one.
1.4 If you do not agree to every provision of these Terms, you have no right to access or use the Service and must cease immediately.
3.1 The Gemixx Materials are, and shall at all times remain, the sole and exclusive property of Gemixx. They are Gemixx's data and nobody else's. Gemixx owns all right, title and interest, including all copyrights, database and compilation rights, trade secrets, confidential information, trademark rights, design rights and all other intellectual property and proprietary rights worldwide, in and to the Gemixx Materials and the Service.
3.2 Gemixx is permitting you to view the Gemixx Materials under a narrow licence; nothing in these Terms or in your use of the Service sells, assigns, transfers or conveys to you any ownership interest in any Gemixx Materials. All rights not expressly granted in Section 4 are reserved by Gemixx.
3.3 The fact that material is visible to you, is displayed on your screen, can be printed, or is reachable through a link does not make it public, does not place it in the public domain, and does not confer any right to use it.
4.1 Subject to your continuing compliance with these Terms, Gemixx grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and view the Service and the Gemixx Materials solely for the Authorized Purpose and solely through the interfaces Gemixx provides.
4.2 Gemixx may restrict, suspend or revoke this licence, or your access to all or any part of the Service (including the Design Tool), at any time, for any reason or no reason, with or without notice, in its sole discretion. Access to the Design Tool is granted individually and may be withdrawn at will.
Except to the extent Gemixx has given its Express Written Permission, you shall not, and shall not permit or assist any person to:
6.1 It is not lawful, and it is a material breach of these Terms, for you or anyone acting through you to take, copy, extract, use, disclose or exploit any Gemixx Materials or Outputs for any purpose other than the Authorized Purpose without Gemixx's Express Written Permission.
6.2 "Express Written Permission" means a written instrument that (a) specifically identifies the Gemixx Materials concerned and the permitted use, and (b) is signed, physically or electronically, by an authorised officer of Gemixx USA LLC or a director of Gemixx Exports Private Limited. Emails, chat messages, oral statements, course of dealing, the absence of an objection, or the placing of an order do not constitute Express Written Permission, and no licence shall be implied by estoppel, conduct or otherwise.
7.1 All Outputs incorporate and are derived from the Gemixx Materials and are themselves Gemixx Materials owned exclusively by Gemixx. You may use Outputs internally within your organisation solely for the Authorized Purpose, subject to these Terms.
7.2 To the extent you contribute any design choice, arrangement, colourway, selection, specification, comment, suggestion, idea or other feedback through the Service ("Feedback"), you hereby irrevocably assign to Gemixx all right, title and interest in such Feedback as embodied in the Service and its Outputs, and, to the extent any right cannot be assigned, grant Gemixx a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable licence to use, reproduce, modify and exploit it for any purpose, without obligation or attribution. You waive any moral rights in such Feedback to the extent permitted by law.
7.3 Nothing in the Service constitutes an offer to sell, a quotation or a commitment to supply. Any purchase is governed exclusively by a separate written purchase order or agreement accepted by Gemixx.
8.1 The Gemixx Materials, including catalogue data, sourcing information, specifications, pricing, minimum order quantities, and unreleased designs, are confidential information and trade secrets of Gemixx that derive independent economic value from not being generally known, and are the subject of reasonable efforts to maintain their secrecy, including authentication, access controls, watermarking, logging and these Terms.
8.2 You shall hold all Gemixx Materials in strict confidence, use them only for the Authorized Purpose, disclose them only to your employees who need to know them for that purpose and who are bound by obligations at least as protective as these Terms, and protect them with no less than reasonable care. These obligations survive for five (5) years after your last access to the Service and, as to trade secrets, for as long as they remain trade secrets under applicable law.
9.1 You acknowledge that the identities, locations, capabilities and pricing of Gemixx's manufacturers, factories, workshops, artisans, suppliers and vendors ("Gemixx Sources") are valuable confidential information. During your use of the Service and for three (3) years after your last access, you shall not, directly or indirectly, (a) contact, solicit, contract with or procure from any Gemixx Source identified through, or reasonably inferable from, the Service, for products that are the same as or substantially similar to any Gemixx Materials, or (b) otherwise circumvent Gemixx in any transaction contemplated by the Service, in each case without Gemixx's Express Written Permission.
10.1 You must provide accurate account information and keep your credentials secure. You are responsible for all activity under your account.
10.2 You acknowledge and consent that Gemixx logs and monitors use of the Service, including sign-ins, access events, images viewed, selections, designs and share links, and applies visible and invisible identifiers to images and Outputs, to protect the Gemixx Materials and to enforce these Terms. Such records may be used as evidence in any proceeding.
10.3 Without limiting 10.2, Gemixx keeps a history of activity for each account — including sign-ins and the device and network they come from, pages and products opened, beads and images viewed or downloaded, designs created, saved or deleted, renders produced, tech packs issued (by document ID), selections and share links created, and invitations sent or received, each with its date and time — and authorised Gemixx personnel may review that history, individually or by organisation, to operate, support and secure the Service and to enforce these Terms. The Design Tool may also keep a temporary copy of unsaved work in your own browser for up to three days so it can be restored; it is removed when you sign out.
10.4 Design by talking. When you use the design assistant, your speech is converted to text by Gemixx's service provider OpenAI, and the conversation is processed by Gemixx's service provider Anthropic to suggest designs from the Gemixx catalogue. Gemixx does not store your audio or the text of the conversation; your activity history records that the assistant was used and the titles of designs it proposed or that you built. Everything you type or say in the Service is automatically screened under the Content Standards, including by an AI moderation model run by OpenAI; when something is blocked, the type of issue (not the text) is recorded in your activity history.
11.1 The Service is provided purely for design and information purposes only. Renders are visual approximations produced by software and may differ from physical products in colour, scale, finish, translucency, weight, drape and detail. Sizes, weights, counts, specifications and any estimates are indicative only and are not guaranteed.
11.2 No content of the Service constitutes professional, engineering, legal, safety, compliance or commercial advice, and you shall not rely on it as such. You are solely responsible for independently verifying any information before relying on it, including through physical samples.
To the maximum extent permitted by applicable law, the Service, the Gemixx Materials and all Outputs are provided "as is", "as available" and "with all faults", without warranty of any kind, whether express, implied, statutory or otherwise. Gemixx expressly disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, availability, quiet enjoyment, and any warranties arising from course of dealing or usage of trade. Gemixx does not warrant that the Service will be uninterrupted, secure, error-free, or free of harmful components, or that any render, specification or estimate will match any physical product.
13.1 In consideration of being granted access to the Service at no charge, you, on behalf of yourself and your organisation, affiliates, officers, employees, agents, successors and assigns, hereby knowingly, voluntarily, irrevocably and unconditionally waive, release and forever discharge Gemixx and its affiliates, members, directors, officers, employees, agents, licensors and service providers from any and all rights, claims, demands, complaints, concerns, actions, causes of action, suits, liabilities, losses, damages and expenses of every kind, whether known or unknown, suspected or unsuspected, in contract, tort (including negligence), strict liability, statute or otherwise, arising out of or relating in any way to the Service, the Gemixx Materials, any Output, any render, specification or estimate, any interruption, error or loss of data, or any decision made or action taken in reliance on any of them, under all circumstances, to the fullest extent permitted by applicable law.
13.2 You covenant not to commence, join or voluntarily assist any action or proceeding against any released party with respect to any released matter, and you waive the benefit of any statute or doctrine of any jurisdiction that would otherwise limit the scope of a general release, including California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
13.3 This Section does not limit any right Gemixx has against you, and does not purport to release any liability that cannot lawfully be released; any such liability is limited to the fullest extent permitted by law.
To the maximum extent permitted by applicable law, in no event shall Gemixx or its affiliates be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, arising out of or relating to the Service, even if advised of the possibility of such damages. Gemixx's total aggregate liability for all claims arising out of or relating to the Service or these Terms shall not exceed one hundred United States dollars (US$100). These limitations apply regardless of the form of action and notwithstanding the failure of the essential purpose of any remedy.
You shall defend, indemnify and hold harmless Gemixx and its affiliates, members, directors, officers, employees and agents from and against any and all claims, liabilities, damages, losses, penalties, costs and expenses (including reasonable attorneys' and advocates' fees) arising out of or relating to (a) your breach of these Terms, (b) your use or misuse of the Service, the Gemixx Materials or any Output, or (c) your violation of any law or third-party right.
16.1 You acknowledge that any unauthorised copying, use or disclosure of the Gemixx Materials would cause Gemixx irreparable harm for which monetary damages would be inadequate. Gemixx is entitled to temporary, preliminary and permanent injunctive relief and specific performance, without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.
16.2 Gemixx may pursue all available civil and criminal remedies, including statutory damages where applicable, disgorgement of profits, seizure and destruction of infringing materials, and recovery of its reasonable attorneys' and advocates' fees and costs of enforcement. Your breach of Sections 5, 6, 8 or 9 automatically terminates your licence.
Without limiting any other right or remedy, the Gemixx Materials and the Service are protected by, and your obligations are enforceable under, the laws of the United States, the State of New Jersey and the Republic of India, including:
These Terms shall be governed by the laws of the State of New Jersey and applicable federal laws of the United States, without regard to conflict-of-laws principles; provided that matters concerning Gemixx Exports Private Limited, or conduct or assets located in India, shall additionally be governed by the laws of India, and Gemixx may elect the governing law applicable to any claim it brings. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.1 You irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of New Jersey, United States, and of the courts at New Delhi, India, for any dispute arising out of or relating to these Terms or the Service, and waive any objection based on inconvenient forum or venue. Notwithstanding the foregoing, Gemixx may seek injunctive or other relief in any court of competent jurisdiction anywhere in the world.
18.2 To the fullest extent permitted by law, you waive any right to a trial by jury, and agree that any claim shall be brought only in your individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding.
18.3 Any claim you may have that is not released under Section 13 must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.
Gemixx may suspend or terminate your access at any time, without notice or liability, for any reason. Upon termination your licence ends immediately and you shall cease all use of, and destroy all copies of, any Gemixx Materials and Outputs in your possession or control. Sections 2, 3 and 5 through 23 survive any termination or expiry.
Gemixx may amend these Terms at any time by posting a revised version with a new version date. Gemixx may require you to accept revised Terms before continuing to use the Service. Your continued use after revised Terms are posted constitutes acceptance of them.
You agree that your electronic acceptance of these Terms constitutes a valid, enforceable signature and writing, under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., the New Jersey Uniform Electronic Transactions Act, N.J.S.A. 12A:12-1 et seq., and the Information Technology Act, 2000, and that Gemixx's electronic records of your acceptance and use are admissible evidence of the same.
You shall comply with all applicable laws, including export-control and sanctions laws, in your use of the Service, and represent that you are not the subject of any sanctions or located in a sanctioned jurisdiction.
23.1 Entire agreement. These Terms are the entire agreement between you and Gemixx regarding the Service and supersede all prior understandings, except any separate written agreement signed by Gemixx that expressly references and modifies these Terms.
23.2 Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
23.3 No waiver. No failure or delay by Gemixx in exercising any right shall operate as a waiver of it.
23.4 Assignment. You may not assign or transfer these Terms without Gemixx's Express Written Permission. Gemixx may assign these Terms freely.
23.5 Relationship. No agency, partnership, joint venture or employment relationship is created. Gemixx's affiliates are intended third-party beneficiaries of these Terms.
23.6 Construction. Headings are for convenience only; "including" means "including without limitation". The English language version controls.
23.7 Force majeure. Gemixx is not liable for any failure or delay caused by events beyond its reasonable control.
24.1 Gemixx USA LLC and Gemixx Exports Private Limited. For questions about the Service, designs, samples and orders, contact the Gemixx Design Team at design@gemixx.com.
24.2 Senior management: vineet.dargar@gemixx.com · sudhanshu@gemixx.com · forks@gemixx.com.
24.3 Legal notices to Gemixx must be sent by email to all three senior management addresses in 24.2, with a copy by courier to Gemixx's registered office.