Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Gemina Tech Ltd. ("Gemina," "we," "us," or "our") governing your access to and use of the Gemina document processing platform, API, website, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

• "Account" means the account you create to access and use the Services.
• "Content" means any documents, files, data, text, images, or other materials you upload, submit, or transmit through the Services.
• "Extracted Data" means the structured data output generated by our Services from your Content.
• "API" means Gemina's application programming interface through which you may access the Services.
• "Subscription" means your selected service plan and associated usage limits.

3. Eligibility

To use the Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using the Services under applicable laws
• Provide accurate and complete registration information

4. Account Registration and Security

4.1 Account Creation

To access the Services, you must create an Account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials and API keys
• All activities that occur under your Account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring that your account information remains accurate and up-to-date

We are not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 API Keys

API keys are confidential credentials. You must not share, publish, or expose your API keys. You are responsible for all usage associated with your API keys, whether authorized by you or not.

5. Use of Services

5.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes in accordance with your Subscription.

5.2 Usage Limits

Your use of the Services is subject to the usage limits specified in your Subscription plan. If you exceed your usage limits, you may be charged for additional usage or your access may be restricted.

5.3 Service Availability

While we strive to maintain high availability, we do not guarantee uninterrupted access to the Services. The Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

6. User Content and Responsibilities

6.1 Your Content

You retain all ownership rights in your Content. By uploading Content to the Services, you grant us a limited license to process, store (according to your retention settings), and transmit your Content solely to provide the Services to you.

6.2 Content Responsibility

You are solely responsible for:

• All Content you upload, submit, or transmit through the Services
• Ensuring you have all necessary rights, licenses, and permissions to upload and process the Content
• Ensuring that your Content does not violate any applicable laws or third-party rights
• The accuracy, quality, and legality of your Content
• Any personal data contained in your Content and compliance with applicable data protection laws

6.3 Content Warranties

You represent and warrant that:

• You own or have obtained all necessary rights to use and process the Content
• The Content does not infringe any intellectual property rights, privacy rights, or other rights of any third party
• You have obtained all necessary consents to process any personal data contained in the Content
• The Content complies with all applicable laws and regulations

6.4 No Liability for Content

Gemina does not review, verify, or endorse any Content. We are not responsible or liable for any Content uploaded by users, including any errors, omissions, or illegal content. We act solely as a processor of Content at your direction.

7. Acceptable Use Policy

You agree not to use the Services to:

• Upload, transmit, or process any Content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Process documents containing illegal content, including child exploitation material
• Violate any applicable laws, regulations, or third-party rights
• Infringe intellectual property rights of others
• Transmit malware, viruses, or other malicious code
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or attempt to extract the source code of the Services
• Use the Services for competitive analysis or to build a competing product
• Resell, sublicense, or redistribute the Services without our written consent
• Use automated systems to access the Services in a manner that exceeds reasonable usage
• Circumvent any usage limits or access controls

We reserve the right to suspend or terminate your access if we reasonably believe you have violated this Acceptable Use Policy.

8. Intellectual Property

8.1 Our Intellectual Property

The Services, including all software, algorithms, models, interfaces, documentation, and related materials, are owned by Gemina and protected by intellectual property laws. Nothing in these Terms grants you any ownership rights in the Services.

8.2 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Services, you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback without any obligation to you.

8.3 Your Intellectual Property

We claim no ownership rights over your Content or Extracted Data. Your Content remains yours, and the Extracted Data generated from your Content belongs to you.

9. Payment Terms

9.1 Fees

You agree to pay all fees associated with your Subscription plan. Fees are specified on our pricing page and in your account dashboard.

9.2 Billing

Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. Usage-based charges are billed in arrears.

9.3 Payment Methods

You must provide a valid payment method. You authorize us to charge your payment method for all fees due.

9.4 Late Payments

If payment is not received when due, we may suspend your access to the Services until payment is received. We may also charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law.

9.5 Refunds

Subscription fees are generally non-refundable except as required by law or as explicitly stated in these Terms. We may, at our discretion, provide refunds or credits in certain circumstances.

9.6 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, and we will charge tax where required by law.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF EXTRACTION RESULTS
• WARRANTIES THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS

You acknowledge that document processing involves inherent uncertainties and that extraction results may contain errors or inaccuracies. You are responsible for reviewing and verifying all Extracted Data before relying on it for any purpose.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEMINA SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES
• DAMAGES ARISING FROM YOUR CONTENT OR YOUR USE OF THE SERVICES
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT

11.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

11.3 Basis of the Bargain

The limitations of liability in this section reflect the allocation of risk between the parties and are an essential basis of the bargain between us. The Services would not be provided without these limitations.

11.4 Exceptions

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

12. Indemnification

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

• Your use of the Services
• Your Content, including any claims that your Content infringes third-party rights
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any third-party rights, including intellectual property or privacy rights
• Any claims by third parties whose personal data is contained in your Content

We reserve the right to assume the exclusive defense of any claim subject to indemnification, and you agree to cooperate with our defense of such claims.

13. Term and Termination

13.1 Term

These Terms remain in effect until terminated by either party.

13.2 Termination by You

You may terminate your Account at any time through your account settings or by contacting us. Termination does not entitle you to a refund of any prepaid fees.

13.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice, if:

• You breach these Terms
• You fail to pay fees when due
• We are required to do so by law
• We reasonably believe your use poses a security risk
• We discontinue the Services (with reasonable notice)

13.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• We may delete your Account and associated data in accordance with our data retention policies
• You remain liable for any fees incurred prior to termination
• Provisions that by their nature should survive termination shall survive

14. Data Processing

14.1 Data Protection

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

14.2 Data Processing Agreement

To the extent we process personal data on your behalf, we act as a data processor and you act as the data controller. Our Data Processing Agreement, available upon request, governs such processing.

14.3 Your Obligations

You are responsible for complying with all applicable data protection laws regarding personal data contained in your Content, including obtaining necessary consents and providing required notices to data subjects.

15. Modifications to Terms and Services

15.1 Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and, for significant changes, by email. Your continued use of the Services after such notice constitutes acceptance of the modified Terms.

15.2 Changes to Services

We may modify, update, or discontinue any aspect of the Services at any time. We will provide reasonable notice of material changes that adversely affect your use of the Services.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at legal@gemina.co to attempt to resolve the dispute informally.

16.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of law principles.

16.3 Jurisdiction

Any disputes arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts located in Tel Aviv, Israel.

16.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Gemina regarding the Services.

17.2 Severability

If any provision of these Terms is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

17.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, strikes, or infrastructure failures.

17.6 Notices

We may provide notices to you via email to the address associated with your Account or by posting on our website. You may provide notices to us at legal@gemina.co.

17.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18. Contact Information

For questions about these Terms, please contact us: