1. 1. This Terms of Use Agreement (the “Terms “or the “Agreement”) constitutes a valid and legally binding agreement made between you, whether personally or on behalf of a legal entity (“user” or “you”) and GEMINI CAD SYSTEMS and its affiliated companies (collectively, “GEMINI” or “we” or “us” or “our”), concerning your access to and use of the Software and Services available on the “GEMINI Platform” for Registered Users.
1.2. “You” or “your” means you personally (i.e., the individual who reads and agrees to be bound by these terms), and, if you access this Platform on behalf of a legal entity (including, but not limited to, a business or any other commercial entity, non-profit organization, educational institution or any other form of organization that has a legal distinction from the owners of such legal entity), means collectively, you and such legal entity on whose behalf you access the Platform and you accept to be bound by all the Terms and Conditions which have been accepted by the legal entity through its Organization Admin User as defined in art. 1.14.
1.3. If you are entering into this Agreement by registering a legal entity as an Organization on the GEMINI Platform, or if you accepted the appointment to become an Admin User of an existing Organization, you hereby declare that you have the authority to bind such entity and its affiliates to this Agreement. In this case you will be referred as Organization Admin User. If you do not have such authority, or if you do not agree with this Agreement, you must not register the Organization, nor to accept the appointment as Admin User for an Organization.
1.4. The “GEMINI Platform” consists of the GEMINI website https://geminicad.com/ and its subdomains (collectively, the “Website”), as well as any Software and Services provided by GEMINI through its Website or/and its subdomains, or any other media form, media channel, or otherwise.
1.5. The purpose of this document. The GEMINI Platform has different layers of access that allows a User to perform different types of operations and have different type of interactions on the Platform. This document establishes the terms and conditions under which any Registered User can access and use the paid Services and subscriptions available on the GEMINI Platform.
1.6. Additional Terms. GEMINI’s Software and Services are licensed, not sold, to you, and may also be subject to one or more of the Additional Terms (“Additional Terms”). If there is any conflict between the terms in this document and the Additional Terms, then the Additional Terms govern in relation to that Service or Software.
1.7. These Terms, along with any applicable Additional Terms govern your access to GEMINI’s Platform, Content, Software and Services and your use of it. If you have entered into another agreement with GEMINI concerning specific Services or Software, then the terms of that agreement control where it conflicts with the Terms.
1.8. Terms Applicable to Legal Entities. The following terms and conditions apply to any legal entity that is subject to these Terms: You agree to require each of your employees or collaborators, and/or any individual that will access the Platform through an account affiliated to your Organization (“Affiliated Users” and “Admin Users”), to be bound by the terms and conditions of this Agreement and you agree to remain responsible and liable for all acts and omissions of your Affiliated Users and Admin Users in connection with the Platform, including any breaches of these Terms. All references to your access and/or use of the Platform herein include access and/or use of the Platform by any User of your Organization. You agree that you along with each of your Affiliated Users and Admin Users are collectively responsible for maintaining the confidentiality of any password or username that such Affiliated Users and Admin Users may use to access the Platform on your behalf, and you agree not to let any Affiliated Users and Admin Users transfer a password or username or lend or otherwise transfer use of or access to the Platform, to other Affiliated Users or any third party. If an Affiliated User leaves your employ or collaboration with you, or if you wish to disable an Affiliated User’s access to the Platform on behalf of your Organization, you are responsible for any such changes. You are fully responsible for all interaction with the Platform that occurs in connection with passwords or usernames associated with your Affiliated Users and Admin Users (including any former Affiliated User and Admin User).
1.9. Capitalized terms used in these Terms And Conditions but not defined below are defined in the Terms Of Use Agreement For The Standard Software And Services Available On The Gemini Platform For All Registered User, accessible here, or other agreement with us governing your use of the Services: Independent User, Organization, Organization Admin User, Organization Affiliated User.
1.10. YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS AND ALSO BY CONTINUING TO USE THE PLATFORM. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT GEMINI MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE GEMINI SOFTWARE AND SERVICES OR THE PLATFORM.
1.11. Updates to Terms. GEMINI may make changes to the Terms, and if this does happen, GEMINI has the obligation to make the new version publicly available on the Platform. You should review the Terms regularly. Unless otherwise stated, the modified Terms will be effective immediately and your continued use of GEMINI’s Services and Software will confirm your acceptance of the modifications. If you do not agree to the amended Terms, you must stop using GEMINI’s Services and Software.
2.1. License. GEMINI grants you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Software and Services as they are provided to you by GEMINI, only as set forth in this Agreement and with the limitations set forth in this Agreement.
2.2. Software and Services Ownership. You acknowledge that all right, title, and interest in and to the Software and Services and any resources provided through the Platform by GEMINI, and all patents, copyrights, trade secret rights, trademarks, trade names, and other proprietary rights embodied therein or associated therewith, are and shall remain with GEMINI and/or its third-party licensors. GEMINI (and its licensors) remains the sole owner of all right, title and interest in and to the Software and Services. Except as set forth in the Agreement, GEMINI does not grant you any patent, copyright, trade secret, trademark, or other rights in or to any material contained in the Software and Services. GEMINI reserves all rights not granted under the Terms.
2.3. Regardless of your use of the Software and Services in connection with the Platform, GEMINI (and its licensors) remains the sole owner of all right, title and interest on the Software and Services.
2.4. Free memberships, offers, and trials. GEMINI may offer free memberships, offers, and trial memberships in its sole discretion. If access to the Services or Software is provided to you for free or for trial purposes, such access is governed by these Terms. At any time prior to or during the free or trial period, GEMINI may, in its sole discretion, terminate the free or trial access without prior notice and without any liability to you, to the extent permitted under applicable law, for any reason, including to prevent abuse of the free or trial access. After the free or trial access period expires, you may only continue using the Services or Software by enrolling in a paid subscription, if available, or as otherwise permitted by GEMINI. During the free or trial period, no express or implied warranties shall apply to the Services and Software, all Services and Software are provided “as-is” with all defects, and no technical or other support is included.
3.1. Subscription Types and Access
GEMINI offers various paid subscription services including but not limited to License Subscriptions, Software Update Subscriptions, and other premium services available on the Platform. Each subscription type grants specific rights and access levels as described in the applicable service description and these Terms.
3.2. Subscription Activation and Access - Upon successful payment processing, your subscription will be activated and you will gain access to the subscribed services. Access to subscription-based services is contingent upon maintaining an active subscription with all payments current. GEMINI reserves the right to verify payment status before granting access to any paid services.
3.3. Subscription Periods and Commitment - Subscriptions are available on monthly or yearly basis as specified during the purchase process. Yearly subscriptions may offer discounted pricing compared to monthly subscriptions. Some subscriptions may include a minimum commitment period during which the subscription cannot be cancelled without continued payment obligations.
3.4. Automatic Renewal - Unless otherwise specified, all paid subscriptions will automatically renew for successive periods equal to the initial subscription period. You will be charged automatically at the beginning of each renewal period using your saved payment method. You may disable automatic renewal through your account settings on the Platform, but such cancellation will only take effect at the end of the current paid period.
3.5. Subscription Changes and Upgrades - You may upgrade your subscription at any time through your account on the Platform. Upgrades will take effect immediately, and you will be charged a prorated amount for the upgraded service for the remainder of the current subscription period. Downgrades will take effect at the end of the current subscription period.
3.6. Suspension and Termination for Non-Payment - If payment for your subscription fails or is not received by the due date, GEMINI may suspend your access to the paid services after a grace period of up to 10 days. During suspension, you may have limited read-only access to export your data. If payment is not received within 30 days of the original due date, GEMINI may terminate your subscription and delete associated data.
4.1. User representations By creating an account in order to access the GEMINI Platform, and by further continuing to use the Software and Services, you represent and warrant that:
4.1.a. all Payment information you submit about you and/or the Organization you represent is truthful and accurate;
4.1.b. you will maintain the accuracy of such information;
4.1.c. you will keep your password confidential and will be responsible for all use of your password and account;
4.2. You acknowledge that GEMINI has the right, in its sole discretion, to change the payment process anytime and to change and/or implement any type of technical measures, including but without limitation to security measures in connection with the registration process and/or with the use and access of the Platform.
4.3. Account Responsibility. You are responsible for all activity that occurs through your account, even if that activity does not belong to you or is without your knowledge or consent. Please notify GEMINI immediately if you suspect any unauthorized use of your account.
4.4. Free Account Inactivity. You are responsible for keeping your account active, which means you must sign in periodically to avoid any disruption or loss of access to the Services and Software, or termination of your account. If you don't sign into your account periodically, we reserve the right to assume your account is inactive, and you agree that we may close it for you. You understand that you will lose access to any Content stored in your account upon closure. Prior to closing your account for inactivity, we will attempt to provide notice to you. For the avoidance of doubt, this section does not apply to paid accounts in good standing.
4.5. Organization Admin User permissions and responsibilities. As an Organization Admin User, GEMINI will grant you certain specific rights, abilities, responsibilities, and tools in relation to using and administrating your Organization account on the Platform, in order to manage the Organization’s profile, the affiliated User’s roles and permissions, the Content existing on the Users accounts that are members of your Organization, as follows:
4.5.a. You must be authorized to represent the legal entity correspondent to your Organization, in relation to GEMINI;
4.5.b. You can perform the acquisition of any paid services or content existing on the Platform on behalf of your Organization; in this case, you are responsible for the data you provide during the billing processes on behalf of your Organization.
5.1. Taxes and Third-Party Fees. You must pay any applicable taxes and third-party fees (including, for example, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. If you are located in a different country from GEMINI, your payments will be made to a foreign entity.
5.2. Credit Card Information. You authorize us to store your payment method and use it in connection with your use of the Services and Software. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.
6.1. The Software and Services will include third-party services and software.
6.2. Any purchases you make through Third Party Websites will be through other websites and from other companies, and GEMINI takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
7.1. Warranty. By using our Platform, you acknowledge that you have all necessary licenses and permissions to use our Platform in accordance with the Terms.
7.2. Indemnification. You will indemnify GEMINI and its subsidiaries, affiliates, officers, agents, employees, partners, and licensors from all damages, claims, demands or losses, including reasonable attorneys' fees, arising out of, or relating to your use of the Platform, or your violation of the Terms. GEMINI has the right to control the defense to any claim, proceeding or matter subject to indemnification, commenced by you, with counsel of GEMINI’s own choosing. You will fully cooperate with GEMINI in defending any such claim, proceeding or matter.
8.1. The Software and Services are provided “as is”. To the maximum extent permitted by law, we disclaim all warranties, whether express or implied, including implied warranties of non-infringement, merchantability, and fitness for a particular use. We make no representations about the Software and Services. We make no warranty
(A) that the Software and Services will meet your requirements or be continuously available, uninterrupted, timely, secure, or error-free;
(B) that the results that may be obtained from the use of the Services or Software will be effective, accurate or reliable; TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ATLASSIAN NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY
SOFTWARE OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT:
(A) THE USE OF ANY SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE;
(B) THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA;
(C) THE SOFTWARE (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS);
(D) ERRORS OR DEFECTS WILL BE CORRECTED;
(E) THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.2. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED, ALL CLOUD PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE CLOUD PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD PRODUCTS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
8.3. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8.4. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
8.5. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
8.6. We expressly disclaim any liability for any action resulting from your use of the Services or Software. You may use and access the Software and Services in your sole discretion and at your own risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of or access to a Service or Software.
8.7. GEMINI shall have no liability to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary, or punitive damages however caused, including those (A) having arising from loss of use, loss of data, loss of reputation, loss of revenue or loss of profits, (B) based on a cause of liability, including remedies for breach of contract, not -breach of warranty, negligence or any other forms of tort or (C) arising out of or relating to your use of or access to the Software and Services. Nothing in these Terms limits or excludes our liability for intentional misconduct of GEMINI or its employees, death, or personal injury arising from our gross negligence.
8.8. GEMINI reserves the right to change at any time the security measures implemented on the Platform, without prior notification and the Registered user agrees to any such change that might be implemented.
8.9. GEMINI makes no representation that the Platform is appropriate or available in other locations other than where it is operated by GEMINI. The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject GEMINI to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Platform from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
8.10. These Terms set forth the entire liability of GEMINI and its affiliates and your exclusive remedy with respect to access to and access to the Software and Services.
9.1 Terminating a User account. Your account can be terminated either by GEMINI (as defined at art. 10.3 and art. 10.4 ) or by you.
9.2 If you decide to terminate your User Account, you can do so at any time, without any conditions or any prior notifications, simply by using the dedicated procedure available on the Platform. After terminating your account, you will no longer be able to use the Software and Services.
9.3 Upon termination of your account by you or by GEMINI, all the data and the content existing on your account will be deleted and you will not be entitled to a refund of any pre-paid services. GEMINI will not retain or save or keep any of the content from your terminated account.
9.4 Terminating an Organization. An Organization existing on the Platform can be canceled only if all the existing Admin Users of such Organization formulate a request to GEMINI in order for it to be terminated or if the legal representative of such Organization formulates this request to GEMINI. In case an Organization is cancelled, all the associated user accounts will automatically transition to Independent User accounts and all the data and content existing on the Organization will be deleted. GEMINI will not retain or save or keep any data or content from the canceled Organization.
10.1. Termination by You. You may stop using the Software and Services at any time and terminate your account as described at art. 10.2. Termination of your account followed by the termination of this Agreement does not release you from the obligations that survive due to the provisions of the Terms.
10.2. You may terminate your account or your Organization with the condition that at the moment of termination you do not have an active subscription under commitment, but you may choose to stop using the software and services until the end of the commitment period while remaining bound to this agreement and without being entitled to a refund.
10.3. Termination by Us for cause. We may, at any time, terminate or suspend your right to use and access the Software and/or Services if:
10.3.a. you breach any provision of the Terms (or act in a manner that clearly shows that you do not intend, or are unable, to comply with the Terms);
10.3.b. you, whether physically, verbally or otherwise, abuse, threaten, intimidate or harass GEMINI or its staff (in such circumstances, we may also suspend or restrict your access to the Software and/or Services);
10.3.c. you have repeatedly filed complaints in bad faith or without reasonable cause, and continue to do so after we have asked you to stop (in which case, we may also suspend or restrict your access to the Software and/or Services);
10.3.d. your free account has been unused for a long period of time.
10.4. We may also terminate the Terms or your use of the Software and Services other than for cause, (for example, if we decide to discontinue the Software and/or Services, in whole or in part because it becomes difficult for us to continue to provide the Services in your area due to a change in legislation). In this case, we will use our reasonable efforts to send you notice at least 30 days prior to termination, to the email address you provided to us. Please note that you may lose access to your Account upon termination.
10.5. For paid subscriptions (according to the Terms and Conditions for Paid Services and Subscriptions), GEMINI may choose to either terminate your account at the end of the subscription period for which you paid, or effective immediately, in which case GEMINI will refund you the amount corresponding to the remaining part of the subscription period.
10.6. For services based on pre-paid credits (according to the Terms and Conditions for Paid Services and Subscriptions), if GEMINI decides to terminate your account, it will refund you with the value corresponding to the amount of pre-paid credits remained available at the date your account is terminated.
11.1. Upon expiration or termination of the Terms, all or part of the Services and Software may cease to operate without notice. Your indemnification obligations, our disclaimers of warranties and limitations of liability, and the dispute resolution provisions set forth in the Terms shall survive.
12.1. Governing Law; Jurisdiction: This Agreement and all aspects of the Platform and GEMINI Software and/or Services shall be governed by and construed in accordance with the laws of the State of Romania without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement will be subject to the exclusive jurisdiction of any justice court in Romania, and you irrevocably consent to the jurisdiction of such courts.
12.2. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If a dispute is not resolved within 30 days of receipt by us, any resulting legal action shall be resolved through the decision of the competent justice court in Romania. Claims related to the Terms, Software and/or Services are permanently excluded if they are not brought within one year of the event giving rise to the claim.
12.3. No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or class member in any class, joint, or representative action.
13.1. English version. With regard to the interpretation of the Conditions, the English version will prevail.
13.2. Notice to GEMINI CAD Systems. You may send notices to us at: GEMINI CAD SYSTEMS, 2A Tudor Vianu st, 700490, Iași, Romania.
13.3. Notice to You. We may notify you by email, postal mail, postings on the Services, or other legally accepted means. It is your responsibility to keep your account information up to date to receive notifications.
13.4. Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written permission and any such attempt will be void. We may transfer our rights to a third party under the Terms.
13.5. Titles. The headings used in the Terms are provided for convenience only and shall not be used to interpret any meaning or intent.
13.6. Severability. If any provision of the Terms is held, for any reason, to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
13.7. Non-Waiver. The non-execution of one of the provisions of the Conditions cannot be considered as a waiver of it.
13.8. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to GEMINI CAD SYSTEMS) under the Terms if the delay or failure is due to unforeseen events, which occur after entry into force of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockades, acts of war, acts of terrorism, riots, natural disasters, denial of license by the government or other governmental agencies, insofar as such an event prevents or delays the relevant party from fulfilling its obligations and such party is unable to prevent or remove the Force Majeure Event at reasonable cost.