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GEMEnterprise

Terms of Service

Last updated: January 1, 2026Effective Date: January 1, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and GEM Enterprise ("GEM Enterprise," "we," "our," or "us") governing your access to and use of the GEM Enterprise platform, including all associated services, features, content, and digital properties (collectively, the "Platform").

By accessing the Platform, creating an account, or otherwise using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you must immediately discontinue access to and use of the Platform. Your continued use of the Platform following any modification to these Terms constitutes your acceptance of the revised Terms.

2. Eligibility Requirements

Access to the GEM Enterprise Platform is strictly limited to qualified individuals and entities who satisfy all of the following eligibility criteria.

Accredited Investor or Qualified Entity: You must qualify as an "accredited investor" as defined under applicable securities regulations (including, but not limited to, Rule 501 of Regulation D under the U.S. Securities Act of 1933), or as a qualified institutional buyer, qualified eligible person, professional investor, or equivalent designation under the laws of your jurisdiction. You represent and warrant that you meet and will continue to meet the applicable qualification standard throughout your use of the Platform.

Legal Capacity: You must be at least eighteen (18) years of age and possess full legal capacity to enter into binding contracts under the laws of your jurisdiction. If accessing the Platform on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

Geographic Restrictions: The Platform is not available to persons or entities located in, organized under the laws of, or ordinarily resident in jurisdictions subject to comprehensive sanctions programs, including but not limited to those maintained by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Nations Security Council, and Her Majesty's Treasury. Additionally, the Platform may not be available in all jurisdictions due to regulatory restrictions. It is your responsibility to ensure that your access to and use of the Platform complies with all laws applicable in your jurisdiction.

3. Services Description

GEM Enterprise provides a cybersecurity-first enterprise platform designed for institutional and qualified clients. The Platform delivers integrated services encompassing cybersecurity intelligence and threat monitoring, financial security and asset protection, enterprise risk management, client operations and account management, and compliance and regulatory support tools.

GEM Enterprise reserves the right to modify, suspend, or discontinue any aspect of the Platform at any time, with or without notice, and without liability to you. We may also impose limits on certain features or restrict access to parts or all of the Platform. Access to specific services may be conditioned upon completion of additional agreements, verification steps, or satisfaction of additional eligibility requirements.

4. Account Registration and KYC

Access to the Platform requires registration of an account and successful completion of our Know Your Customer (KYC) and identity verification process.

Accuracy of Information: You represent and warrant that all information provided during registration and throughout your use of the Platform is accurate, current, and complete. You agree to promptly update your account information to maintain its accuracy. Providing false, misleading, or incomplete information constitutes a material breach of these Terms and may result in immediate account termination and referral to relevant authorities.

KYC Obligation: You are required to complete our identity verification process, which includes submission of government-issued identification, proof of address, and such other documentation as we may request. You consent to our verification of the information provided, including through third-party verification services. You acknowledge that we may be required to conduct ongoing monitoring and periodic re-verification throughout the client relationship. Failure to complete or maintain KYC requirements will result in suspension or termination of access.

Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or any other security breach. You may not share your account credentials with any third party.

5. Prohibited Activities

You agree not to engage in any of the following prohibited activities. Violation of these prohibitions may result in immediate account termination and may expose you to civil and criminal liability.

  1. 1.Unauthorized Access: Attempting to gain unauthorized access to the Platform, other accounts, computer systems, or networks connected to the Platform through hacking, password mining, or any other means.
  2. 2.Fraudulent Activity: Engaging in any form of fraud, misrepresentation, or deceptive practice, including providing false identification, fabricating qualification documentation, or misrepresenting your identity or credentials.
  3. 3.Money Laundering: Using the Platform for money laundering, terrorist financing, or any other activity that violates applicable anti-money laundering or counter-terrorism financing laws.
  4. 4.Data Harvesting: Using automated means to scrape, extract, or harvest data from the Platform, or attempting to reverse engineer, decompile, or disassemble any component of the Platform.
  5. 5.Interference and Disruption: Transmitting malware, viruses, or other harmful code; conducting denial-of-service attacks; or otherwise interfering with or disrupting the integrity or performance of the Platform.
  6. 6.Circumvention of Controls: Attempting to bypass or circumvent any security, access control, or usage restriction implemented by GEM Enterprise on the Platform.
  7. 7.Unauthorized Commercial Use: Using the Platform or any information obtained from it for unauthorized commercial purposes, including reselling access, providing competing services, or unauthorized distribution of Platform content.
  8. 8.Regulatory Violations: Using the Platform in any manner that violates applicable laws, regulations, or regulatory guidance, including securities laws, data protection laws, sanctions regulations, and export controls.

6. Intellectual Property

GEM Enterprise owns and retains all right, title, and interest in and to the Platform, including all intellectual property rights therein. This includes, without limitation, all software, algorithms, databases, interfaces, content, graphics, trademarks, service marks, trade names, trade secrets, methodologies, and know-how embodied in or associated with the Platform.

These Terms grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your own internal purposes in accordance with these Terms. This license does not include the right to reproduce, distribute, create derivative works from, publicly display, or otherwise exploit the Platform or its contents. All rights not expressly granted herein are reserved by GEM Enterprise. Nothing in these Terms shall be construed as a transfer or assignment of any intellectual property rights from GEM Enterprise to you.

7. Confidentiality

By accessing the Platform, you may receive access to confidential information belonging to GEM Enterprise, including but not limited to proprietary methodologies, technology architecture, security protocols, client data, business strategies, pricing structures, and any non-public information disclosed in connection with your use of the Platform ("Confidential Information").

You agree to maintain strict confidentiality with respect to all Confidential Information and to use the same degree of care to protect it as you use to protect your own confidential information, but in no event less than reasonable care. You agree not to disclose Confidential Information to any third party without the prior written consent of GEM Enterprise, and to use Confidential Information solely for the purpose of using the Platform in accordance with these Terms. Your confidentiality obligations shall survive the termination of these Terms for a period of five (5) years, or indefinitely with respect to trade secrets.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

GEM ENTERPRISE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF GEM ENTERPRISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF GEM ENTERPRISE TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO GEM ENTERPRISE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000). THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GEM ENTERPRISE.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability will be limited to the maximum extent permitted by applicable law.

9. Indemnification

You agree to defend, indemnify, and hold harmless GEM Enterprise, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

  • —your access to or use of the Platform;
  • —your breach of any provision of these Terms;
  • —your violation of any applicable law or regulation;
  • —your infringement of the rights of any third party, including intellectual property or privacy rights; or
  • —any misrepresentation made by you in connection with your use of the Platform.

GEM Enterprise reserves the right to assume exclusive control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

10. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration.

Arbitration: Disputes shall be submitted to binding arbitration administered by a recognized arbitration body in accordance with its commercial arbitration rules. The arbitration shall be conducted by a single arbitrator and shall take place in the jurisdiction specified below. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: You agree that any arbitration or legal proceeding shall be conducted solely on an individual basis. You waive any right to bring or participate in class, collective, consolidated, or representative actions or arbitrations.

Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with applicable commercial law. For any matter not subject to arbitration, you consent to the exclusive jurisdiction of courts of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

11. Modifications to Terms

GEM Enterprise reserves the right to modify these Terms at any time in our sole discretion. We will provide notice of material changes through one or more of the following methods: email notification to your registered email address, prominent notice displayed on the Platform, or other reasonable means of communication.

Changes to these Terms will become effective no earlier than thirty (30) days after notice is provided, except that changes required by law or relating to new services may be effective immediately. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using the Platform prior to the effective date of the changes.

12. Termination

GEM Enterprise may suspend or terminate your access to the Platform at any time, with or without notice, for any reason, including but not limited to the following conditions:

  • —Breach of any provision of these Terms or any other applicable agreement;
  • —Failure to satisfy or maintain eligibility requirements, including KYC/AML compliance;
  • —Request or order from a regulatory or governmental authority;
  • —Conduct that we determine poses a risk to the Platform, other clients, or GEM Enterprise;
  • —Extended periods of account inactivity; or
  • —At our discretion for any other business, legal, or security reason.

Upon termination, your license to use the Platform immediately ceases. Provisions that by their nature should survive termination shall survive, including Sections 6, 7, 8, 9, and 10. You may request termination of your account at any time by contacting our support team, subject to any regulatory retention requirements.

13. Contact

For legal inquiries, notices pursuant to these Terms, or other formal communications, please contact our legal team:

GEM Enterprise Legal Team

legal@gemcybersecurityassist.com

These Terms of Service constitute the entire agreement between you and GEM Enterprise with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties. If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.