Gem Team (Business)
Effective Date: June 11, 2026 | Version: 1.0
DIGITAL MARKETING AGENCY LTD, Republic of Bulgaria
These Terms of Use (the “Terms” or “ToU”) constitute a binding legal agreement between DIGITAL MARKETING AGENCY LTD, a limited liability company incorporated under the laws of the Republic of Bulgaria (Company No. (UIC): 204897396, VAT Registration No: BG204897396, registered office at bul. “Vasil Levski” No. 38, floor 2, Sredets District, Sofia, Republic of Bulgaria) (“DMA,” “we,” “us,” or “our”), and the legal entity that registers for, accesses, or uses the Service (the “Customer,” “you,” or “your”). Please read these Terms carefully before using the Service. By clicking “I agree,” creating an account, or otherwise accessing or using the Service, you confirm your acceptance of these Terms on behalf of the Customer.
1.1. Subject Matter. These Terms govern access to and use of Gem Team, a business-grade messaging and collaboration platform (the “Service”), including the web application, the mobile applications for iOS and Android, the desktop applications for Windows, macOS and Linux (collectively, the “Apps”), the administrative console (the “Admin Panel”), our website at https://gemteam.eu (the “Website”), and any related software, application programming interfaces, documentation, updates and supporting services made available by DMA.
1.2. Acceptance. By clicking “I agree,” creating an account, accessing or using any part of the Service, or by authorising any End User to do so, you confirm that you have read, understood and accepted these Terms on behalf of the Customer. If you are accepting these Terms on behalf of a legal entity, you represent and warrant that you have full authority to bind that entity. If you do not agree, you must not access or use the Service.
1.3. B2B Only. The Service is offered to legal entities only and is not intended for, and may not be used by, consumers, individuals acting for personal, family or household purposes, minors, or natural persons in their personal capacity. Where individual employees, contractors, agents, or other authorised persons of the Customer access the Service (“End Users”), they do so under and subject to these Terms, and the Customer is responsible for the acts and omissions of all End Users as if they were its own.
1.4. Definitions and Interpretation. Capitalised terms have the meanings given to them where first defined. References to “including” mean “including without limitation.” Headings are for convenience only and do not affect interpretation.
1.5. Supplemental Documents. DMA may from time to time publish supplemental policies, service-specific terms, or addenda (e.g., a Data Processing Addendum, an Acceptable Use Policy, or fair-use guidelines). When published and made available to the Customer, those documents form part of these Terms. In the event of a conflict between these Terms and any supplemental document, the supplemental document prevails solely with respect to the matter it specifically addresses.
2.1. The Service. The Service is a business-to-business communication and collaboration platform that enables the Customer and its End Users to exchange text messages, conduct voice and video calls, share files and media, and use related collaboration features through the Apps and the Admin Panel.
2.2. Customer and End Users. The Customer is the legal entity contracting with DMA under these Terms. The Customer is solely responsible for: (a) authorising End Users to access the Service; (b) ensuring that all End Users comply with these Terms; (c) all activity carried out under its account, whether by the Customer, the Admin or any End User; and (d) the configuration, content and use of any team, workspace, channel or group created within the Service.
2.3. Admin. The Customer must designate one administrative user (the “Admin”) who controls access to the Service, manages End Users, configures security settings, and is responsible for billing, payment instruments and the relationship with DMA. The Customer may rotate or replace the Admin from within the Admin Panel. DMA is entitled to rely on instructions, communications and elections made by the Admin as binding on the Customer. The Customer is solely responsible for safeguarding the credentials of the Admin and all End Users.
2.4. Registration. To access the Service, the Customer must register an account, providing accurate, complete and current information about the legal entity, the Admin and any End User. The Customer must promptly update such information to keep it accurate, complete and current. DMA may reject any registration in its discretion and is not obliged to enter into a use agreement with any applicant.
2.5. Eligibility. By registering for the Service, the Customer represents and warrants that it: (a) is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organisation; (b) is not located, organised, resident or operating in any Restricted Jurisdiction, and is not majority-owned or controlled by, or acting on behalf of, any Restricted Person, in each case as defined in Section 16 (Export Control and Sanctions Compliance); and (c) is registering and using the Service for legitimate business purposes only.
2.6. Account Security. The Customer is responsible for maintaining the confidentiality of all access credentials and for all activity occurring under its account. The Customer must notify DMA without undue delay of any suspected or actual unauthorised access, use, or compromise of the account, the Admin Panel, or any End User credentials. DMA is not liable for any loss or damage arising from the Customer’s failure to comply with this Section.
2.7. Suspended or Closed Accounts. Accounts that have been suspended, blocked or closed (whether for breach, regulatory reasons, sanctions or otherwise) may not be eligible for reinstatement.
3.1. The Service is not a substitute for traditional telephony, mobile or fixed-line voice services. The Service does not provide access to emergency services or emergency call centres and may not be used to call or contact police, fire, ambulance, hospitals, or any other public or private emergency response institution.
3.2. The Customer acknowledges and agrees that: (a) DMA is not required to offer access to emergency services under any applicable rule, regulation or law; (b) it is the Customer’s responsibility, and the responsibility of each End User, to maintain separately a means of contacting emergency services (such as a traditional mobile or fixed-line telephone service); and (c) the Service is not a replacement for primary telephony service.
4.1. Free Trial. DMA may, in its discretion, offer a free trial of the Service for a period of fourteen (14) days from the date of initial activation. Unless cancelled before expiry of the trial, the Customer’s account will automatically convert into a paid subscription and the payment instrument on file will be charged the applicable subscription fees. DMA may modify or discontinue free trial offerings at any time without notice.
4.2. Subscription Fees. Subscription fees are payable on an annual basis at a per-End-User rate. The standard rates are USD 3.99 per End User per month, billed annually in advance, or EUR 3.49 per End User per month, billed annually in advance, in each case as displayed at the point of purchase and as may be updated from time to time. Fees may vary by region, plan, currency, and number of End Users.
4.3. Auto-Renewal. Each subscription will automatically renew for successive periods of equal length to the initial subscription period unless the Customer cancels the subscription before the end of the then-current term through the Admin Panel. By subscribing, the Customer authorizes DMA and its payment provider to charge the payment instrument on file for the renewal fees and applicable taxes for each subsequent period until cancellation.
4.4. Cancellation. The Customer may cancel its subscription at any time through the Admin Panel. Cancellation takes effect at the end of the then-current paid period. The Service will remain available to the Customer until that date.
4.5. No Refunds. All fees are non-refundable. Subscriptions are sold on a pre-paid basis, and partial or unused periods, downgrades, removals of End Users, suspensions, or early cancellations do not give rise to any refund or credit. This Section applies to the maximum extent permitted by applicable law.
4.6. Price Changes. DMA may modify subscription fees from time to time. Where a fee increase applies to a renewing subscription, DMA will notify the Customer at least thirty (30) days before the renewal date. The new fee applies from the next renewal unless the Customer cancels the subscription before that date in accordance with Section 4.4. This price-adjustment limit does not apply to changes in applicable taxes, regulatory fees, or newly introduced features or services.
4.7. Payment Provider. Payments are processed through one or more third-party payment service providers acting as merchant of record (each a “Payment Provider”), including, where applicable, Paddle. Payments may be made by credit or debit card, Apple Pay, Google Pay, or any other method made available by the Payment Provider. By providing payment information, the Customer authorises DMA and the Payment Provider to charge the payment instrument and to retain payment information until the Customer requests its deletion. The Customer is responsible for keeping its payment information accurate and current. DMA and the Payment Provider are entitled to rely on updated payment information automatically provided by issuing banks or networks (e.g., updated card numbers or expiry dates).
4.8. Taxes. All fees are exclusive of any value added tax, goods and services tax, sales tax, withholding tax, or other similar tax, duty or levy now or hereafter imposed by any taxing authority (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with its purchase of the Service, except for Taxes based on DMA’s net income. Where the Payment Provider is required to collect and remit Taxes on behalf of DMA, the Customer authorises the Payment Provider to do so.
4.9. Failed Payments. If a payment is declined, charged back, reversed, or otherwise unpaid, DMA may, without notice, suspend or terminate access to the paid features of the Service until payment is received in full. The Customer remains liable for all unpaid amounts, together with any reasonable collection costs.
4.10. Telecommunications Costs. The Customer and its End Users are solely responsible for any internet, mobile data, telecommunications, or other costs incurred in accessing or using the Service.
5.1. Term. These Terms commence when the Customer first accepts them and continue until terminated in accordance with this Section.
5.2. Termination by the Customer. The Customer may terminate these Terms at any time by closing its account through the Admin Panel. Termination takes effect at the end of the then-current paid period (if any). For the avoidance of doubt, the Customer may not terminate during a paid period in a manner that obliges DMA to refund pre-paid fees.
5.3. Termination by DMA for Convenience. DMA may terminate these Terms or discontinue the Service in whole or in part at any time by giving the Customer at least thirty (30) days’ prior notice. In the case of a paid subscription, DMA will refund pro rata the pre-paid fees attributable to the unused portion of the then-current paid period.
5.4. Termination for Cause. Either party may terminate these Terms immediately on written notice if the other party commits a material breach which is not capable of remedy or, where capable of remedy, is not remedied within thirty (30) days of receipt of written notice requiring remedy.
5.5. Immediate Termination and Suspension by DMA. Notwithstanding any other provision, DMA may suspend access to or terminate the Service immediately and without notice if:
5.6. Effects of Termination. On termination of these Terms, all rights granted to the Customer cease, all access to the Service will be disabled, and any unpaid fees become immediately due and payable. The Customer must immediately cease all use of the Service, the Apps, and the Admin Panel.
5.7. Data Export Window. For a period of thirty (30) days from the effective date of termination (the “Export Window”), DMA will provide the Admin with reasonable means within the Admin Panel to export the Customer’s account configuration data and any other data designated as exportable by DMA. Given the end-to-end encrypted nature of message content described in Section 11, the Customer acknowledges that some content may only be retrievable from End User devices and that DMA is not technically able to recover end-to-end encrypted message content that has not been preserved by End Users.
5.8. Deletion After Termination. After expiry of the Export Window, DMA will, in the ordinary course and consistent with its retention practices, delete or anonymise the Customer’s account data, save for: (a) data which DMA is required to retain under applicable law; (b) data retained in standard backups, which will be overwritten in accordance with DMA’s backup cycle; and (c) anonymised or aggregated data that no longer identifies the Customer or any End User.
5.9. Inactive Accounts. Free or trial accounts that remain inactive for twelve (12) consecutive months may be terminated in accordance with Section 5.5(g), and the related account data will be deleted in accordance with Section 5.8. DMA may attempt to notify the Admin in advance, but is not obliged to do so where notification is impractical or prohibited.
5.10. Survival. Sections that by their nature should survive termination shall survive, including Sections 1, 4 (with respect to accrued fees), 6.5–6.6, 9, 10, 12, 13, 14, 15, 16, 17, 18 and 21.
6.1. License Grant. Subject to the Customer’s compliance with these Terms and timely payment of all applicable fees, DMA grants the Customer, during the term of these Terms, a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service, the Apps, and the Admin Panel solely for the Customer’s internal business purposes and only by its authorised End Users.
6.2. Reservation of Rights. DMA and its licensors reserve all rights not expressly granted in these Terms. No rights are granted by implication, estoppel, or otherwise.
6.3. Customer Restrictions. The Customer must not, and must not permit any End User or third party to:
6.4. Customer Enforcement Obligation. The Customer must implement and maintain reasonable internal policies and controls to ensure that all End Users comply with these Terms, including by adopting an internal acceptable use policy, providing periodic training, and taking timely disciplinary action against End Users who breach these Terms. The Customer must promptly investigate and address any reported breach of these Terms by an End User and must cooperate with DMA in any reasonable investigation of suspected misuse.
6.5. DMA Enforcement Rights. DMA may, but is not obliged to, investigate, suspend, restrict, or terminate access of any End User or any team, channel, group, or workspace where DMA has a good-faith belief that a violation of these Terms or applicable law has occurred or is occurring. DMA is under no obligation to monitor the Service.
6.6. Independent Apps. The Service may include open-source software components. The Customer’s use of any independent application built on DMA open-source code that connects to DMA infrastructure is subject to these Terms.
7.1. Technical Requirements. The Customer is responsible for procuring, configuring, and maintaining the hardware, operating systems, network connectivity, and third-party software necessary to access the Service. The Service is provided in the form of a web application accessible through supported browsers, mobile applications for iOS and Android (downloadable through the Apple App Store and Google Play), and desktop applications for Windows, macOS, and Linux. Minimum specifications and supported versions are published by DMA and may change over time.
7.2. Updates. DMA may at any time release updates, patches, modifications, enhancements, or new versions of the Apps and the Service. The Customer agrees to install all updates promptly. Older versions of the Apps may cease to function or to be supported. DMA is not liable for any consequences arising from the Customer’s failure to update.
7.3. Service Modifications. DMA may, in its sole discretion, add, modify, remove, or replace features and functionalities of the Service. Where any such change materially and adversely affects the Customer’s use of the Service, DMA will give reasonable advance notice and the Customer’s sole and exclusive remedy is to terminate the affected subscription with effect from the date of the change and receive a pro rata refund of any pre-paid fees relating to the period after the change.
7.4. Artificial Intelligence. As of the effective date of these Terms, the Service does not include features powered by artificial intelligence (“AI”). DMA may, however, introduce AI-powered features in the future (for example, summarisation, drafting assistance, translation, or moderation tools). When AI features are introduced:
8.1. Third-Party Links. The Service, the Apps, and the Website may contain links to third-party websites, resources, or services. DMA does not endorse and is not responsible for any third-party content, products, or services accessed through such links. The Customer’s use of any third-party website or service is governed by the terms and policies of that third party.
8.2. Linking to DMA Properties. Linking to DMA websites is permitted only where the appearance, position, and context of the link does not (a) damage or dilute the goodwill of DMA’s names, marks, or brand; (b) create a false impression of sponsorship, affiliation, or endorsement; or (c) display the Website or any DMA property within a frame, iframe, overlay, or other proprietary container.
9.1. DMA IP. As between the parties, DMA and its licensors own all right, title, and interest in and to the Service, the Apps, the Website, the Admin Panel, the underlying software, technology, infrastructure, documentation, designs, the “Gem Team” name, logos, trademarks, service marks, trade names, trade dress, and any improvements, modifications, derivatives, or feedback related to the foregoing (collectively, the “DMA IP”). All rights not expressly granted to the Customer in these Terms are reserved by DMA and its licensors.
9.2. Customer Rights. As between the parties, the Customer retains all right, title, and interest in and to its Customer Data and Submitted Content as defined in Section 10. The Customer grants DMA the licence set out in Section 10.8.
9.3. Trademarks. The “Gem Team” name and any other DMA marks may not be used by the Customer or any End User without DMA’s prior written consent, except in factual references to the Service.
9.4. Feedback. If the Customer or any End User provides DMA with any suggestions, comments, ideas, or feedback regarding the Service (“Feedback”), the Customer grants DMA a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable licence to use, reproduce, modify, exploit, and incorporate such Feedback in any product or service for any purpose, without obligation, attribution, or compensation.
9.5. Third-Party Components. The Service may incorporate, link to, or operate together with software, content, or services owned or licensed by third parties (including open-source software). Such third-party components are subject to the terms applicable to them. DMA makes no representation or warranty in respect of third-party components.
10.1. Definitions. “Customer Data” means all data, content, files, communications, voice and video, configurations, metadata, and other information submitted, transmitted, stored, or generated through the Customer’s account, by the Customer or its End Users. “Submitted Content” means the subset of Customer Data that consists of communications and content shared between End Users (such as messages, calls, attachments, files, media, channel posts, and reactions).
10.2. Customer Ownership. As between the parties, the Customer is and remains the sole owner of all Customer Data and Submitted Content. DMA does not claim ownership of any Customer Data or Submitted Content.
10.3. Customer as Controller. The Customer is the data controller (or equivalent role under applicable law) in respect of any personal data contained in Customer Data and Submitted Content, including personal data of End Users and of any third parties with whom End Users communicate. The Customer is solely responsible for: (a) determining the purposes and means of processing such personal data; (b) establishing and maintaining a lawful basis for processing; (c) providing all required notices and obtaining all required consents; (d) responding to data subject requests; and (e) complying with all applicable data protection and privacy laws (including, where applicable, the General Data Protection Regulation (Regulation (EU) 2016/679) and the Bulgarian Personal Data Protection Act).
10.4. DMA as Processor. To the extent that DMA processes personal data contained in Customer Data on the Customer’s behalf and under its documented instructions, DMA acts as a processor within the meaning of Article 28 of the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and will do so in accordance with the Data Processing Addendum made available by DMA on the Website (the “DPA”), which is hereby incorporated into and forms an integral part of these Terms. Without limiting the DPA, DMA will: (a) process such personal data only on the Customer’s documented instructions, including with regard to transfers to third countries, unless required to do otherwise by applicable law; (b) ensure that persons authorised to process such personal data are bound by appropriate confidentiality obligations; (c) implement appropriate technical and organisational measures in accordance with Article 32 GDPR; (d) comply with the conditions of Article 28(2) and (4) GDPR for engaging sub-processors; (e) taking into account the nature of the processing, assist the Customer in fulfilling its obligations under Articles 12 to 23 and 32 to 36 GDPR; (f) at the Customer’s choice, delete or return such personal data after the end of the provision of the Service, save where retention is required by applicable law; and (g) make available to the Customer information necessary to demonstrate compliance with Article 28 GDPR and allow for and contribute to audits as set out in the DPA.
10.5. No Content Moderation. The Service is designed as an end-to-end encrypted messaging platform. DMA does not have the technical ability to access, read, monitor, review, scan, filter, moderate, or take down end-to-end encrypted Submitted Content. The Customer acknowledges and agrees that:
10.6. Customer’s Duty to Act. Where the Customer becomes aware that Submitted Content stored or transmitted on its instance of the Service violates applicable law or these Terms, the Customer must promptly remove or disable access to such content (using the moderation and administration tools available within the Admin Panel and the Apps) and take any further steps required by applicable law.
10.7. Reports of Abuse. DMA maintains a single point of contact for authorities of EU Member States, the European Commission, and recipients of the Service, and a mechanism for notifying DMA of allegedly illegal content, reachable at info@gemteam.eu. Notices should be sufficiently precise and adequately substantiated. Where DMA receives a valid notice relating to content to which it has technical access (such as files, media, and other content not protected by end-to-end encryption, as described in Section 11.2), DMA will process the notice in a timely, diligent, non-arbitrary, and objective manner and may remove or disable access to such content, in each case in accordance with the DSA where applicable, informing the notifier and, where applicable, the Customer of its decision save where prohibited by law. DMA may also receive complaints from third parties, regulators, or law enforcement regarding alleged misuse of the Service, may forward such complaints to the Admin and require the Customer to investigate and take appropriate action, and may act independently to suspend or restrict the Service in accordance with Section 5.5.
10.8. Limited Use Licence to DMA. The Customer grants DMA a worldwide, non-exclusive, royalty-free, sublicensable (only to DMA’s affiliates, contractors, and infrastructure providers acting on DMA’s behalf), non-transferable licence to use, host, copy, transmit, store, display, and process Customer Data and Submitted Content solely for the purposes of: (a) providing and operating the Service; (b) preventing or addressing technical issues, abuse, or security incidents; (c) enforcing these Terms; and (d) complying with applicable law.
10.9. Statistical and Aggregated Data. DMA may collect, generate, and use anonymous, aggregated, or de-identified data derived from the operation of the Service (for example, total volumes of messages routed, error rates, performance metrics) for purposes including service improvement, capacity planning, security, analytics, and reporting, provided that such data does not identify the Customer or any End User.
11.1. End-to-End Encryption of Messages. Text messages and real-time signalling between End Users are protected by end-to-end encryption based on the Messaging Layer Security (“MLS”) protocol (RFC 9420). With end-to-end encryption: (a) message content is encrypted on the sending End User’s device and can only be decrypted on the receiving End User’s device; (b) DMA does not hold, and is not technically able to access, the cleartext of such end-to-end encrypted message content; and (c) the cryptographic keys necessary to decrypt such content are stored only on End User devices.
11.2. Encryption of Files and Media. Files, attachments, and media transmitted through the Service may be protected by encryption-at-rest at the level of the underlying object storage (for example, server-side encryption applied by the cloud storage provider) and by encryption-in-transit using TLS 1.2 or higher. The Customer acknowledges that files, media, and attachments are not protected by the same end-to-end encryption regime as text messages, and that DMA and its infrastructure providers may have technical access to such content under operational, security, or legal circumstances.
11.3. Metadata. Certain operational metadata necessary for the functioning of the Service is not encrypted on an end-to-end basis and may include, by way of example, account identifiers, device identifiers, the existence and timing of communications between accounts, IP addresses, message routing data, file size and type, group and channel membership, and security and audit logs. DMA processes such metadata to operate, secure, troubleshoot, and improve the Service, to detect and prevent abuse, and to comply with applicable law. End-to-end encryption protects the content of messages, but does not render metadata invisible to DMA.
11.4. Logs. DMA maintains login activity logs and Admin action logs for security and audit purposes and retains them for thirty (30) days, subject to longer retention required by applicable law or for the investigation of incidents.
11.5. Hosting and Data Residency. The Service is hosted on cloud infrastructure operated by reputable third-party providers, currently including Google Cloud, in data centre regions located in Europe. The Customer may, where the Service offers such functionality at the time of subscription, select a data residency region for its tenant. Where a residency region has been selected, the Customer’s primary data store will be located in that region; however, certain operational and security data (such as authentication tokens, anti-abuse signals, and aggregate metrics) may be processed elsewhere as necessary for the operation of the Service.
11.6. Security Practices. DMA will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, taking into account the state of the art, the costs of implementation, and the nature of the Service. DMA does not, however, warrant that these safeguards will prevent every possible loss, alteration, unauthorised disclosure, or unauthorised access.
11.7. No SLA. The Service is provided without any service-level agreement, uptime commitment, or response-time commitment, except as may be expressly agreed in a separately executed written instrument signed by an authorised representative of DMA. The Customer accepts the risk of unavailability, downtime, latency, errors, and disruptions.
11.8. Customer Responsibilities. The Customer is responsible for: (a) configuring the Service appropriately for its risk profile, including selecting strong authentication methods (such as multi-factor authentication where available); (b) protecting End User credentials and devices; (c) maintaining backups of any data the Customer wishes to preserve outside the Service; and (d) the operation, maintenance, and security of all systems and networks under its control.
12.1. Service “AS IS.” Except for any warranties expressly set out in these Terms, the Service, the Apps, the Website, the Admin Panel, all software, materials, and any DMA IP are provided on an “AS IS” and “AS AVAILABLE” basis, with all faults and without any warranty of any kind.
12.2. Disclaimer. To the maximum extent permitted by applicable law, DMA disclaims all express, implied, statutory, or other warranties, conditions, representations, and terms in respect of the Service, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, completeness, currency, reliability, security, non-infringement, quiet enjoyment, course of dealing, or course of performance.
12.3. No Outcome Guarantee. DMA does not warrant that: (a) the Service will meet the Customer’s requirements or business objectives; (b) the operation of the Service will be uninterrupted, timely, secure, or error-free; (c) any defects will be corrected within any specified timeframe; (d) the Service or any servers used to provide the Service are free of viruses or other harmful components; (e) any data transmitted, stored, or processed through the Service will be free from loss, corruption, attack, or interference; or (f) any business outcomes, savings, productivity gains, or commercial results will be achieved.
12.4. End-User Equipment and Networks. DMA is not responsible for any disruption, latency, loss, or compromise caused by the End User’s hardware, operating system, internet service provider, telecommunications network, or any other system not under DMA’s reasonable control.
13.1. Excluded Damages. To the maximum extent permitted by applicable law, DMA and its affiliates, officers, directors, employees, contractors, and agents (the “DMA Parties”) will not be liable to the Customer or any End User for any:
in each case whether or not foreseeable and whether arising in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise.
13.2. Cap on Liability. To the maximum extent permitted by applicable law, the aggregate liability of the DMA Parties to the Customer arising out of or in connection with these Terms or the Service, whether in contract, tort, or otherwise, will not exceed the total amount of fees actually paid by the Customer to DMA for the Service in the twelve (12) months preceding the event first giving rise to liability or, in respect of free use, the equivalent of one hundred US dollars (US$100).
13.3. Exclusions from Cap. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including (where applicable) liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence, to the extent such liability cannot be excluded or limited in advance under applicable law; or (d) any other liability the exclusion or limitation of which is prohibited by applicable law.
13.4. Allocation of Risk. The Customer acknowledges that the disclaimers, exclusions, and limitations in these Terms reflect a reasonable allocation of risk between the parties given the nature of the Service and the fees payable, and that DMA would not have entered into these Terms without these provisions.
13.5. Notice of Claims. The Customer must notify DMA in writing of any claim arising out of or in connection with these Terms or the Service without undue delay after becoming aware of the circumstances giving rise to it. Nothing in these Terms shortens, extends, or otherwise modifies any statutory limitation (prescription) period that cannot be modified by agreement under applicable law.
14.1. Customer Indemnity. The Customer agrees to defend, indemnify, and hold harmless the DMA Parties from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer’s or any End User’s breach of these Terms or applicable law; (b) any Customer Data or Submitted Content; (c) any third-party claim that the Customer’s use of the Service infringes or misappropriates such third party’s rights or violates applicable law; (d) the Customer’s failure to comply with its obligations under Section 10 (including its responsibilities as data controller and as moderator); or (e) any breach by the Customer of Section 16 (Export Control and Sanctions Compliance).
14.2. Procedure. DMA will promptly notify the Customer of any claim subject to indemnification, allow the Customer to control the defence and settlement of the claim (provided that no settlement may impose any non-monetary obligation, admission of liability, or restriction on the DMA Parties without DMA’s prior written consent), and provide reasonable cooperation at the Customer’s expense. DMA may participate in the defence at its own cost with counsel of its choice.
15.1. Definition. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with these Terms, whether oral, written, or in any other form, that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, would reasonably be understood to be confidential. Confidential Information includes, with respect to DMA, the non-public features, designs, and architecture of the Service, security measures, audit results, pricing not publicly disclosed, and product roadmaps; and, with respect to the Customer, Customer Data, business information, and operating procedures.
15.2. Obligations. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely for the purpose of exercising its rights and performing its obligations under these Terms; (b) protect such Confidential Information using a degree of care no less than that which it uses to protect its own confidential information of similar importance, but in no event less than reasonable care; and (c) not disclose such Confidential Information to any third party other than to its employees, affiliates, contractors, and professional advisers who have a need to know and who are bound by written confidentiality obligations no less protective than those in this Section.
15.3. Exclusions. The obligations in this Section do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the Receiving Party without confidentiality obligations before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligations.
15.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legally binding order, provided that, where legally permitted, it gives the Disclosing Party reasonable advance notice and cooperates with reasonable efforts of the Disclosing Party to obtain a protective order or other appropriate remedy.
15.5. Term of Confidentiality. The confidentiality obligations in this Section apply during the term of these Terms and for a period of three (3) years after termination, except that obligations relating to trade secrets continue for as long as the information qualifies as a trade secret under applicable law.
16.1. Compliance Obligation. The Customer must comply, and must ensure that its End Users comply, with all applicable export control, economic sanctions, anti-boycott, and trade laws and regulations, including those administered by the United Nations Security Council, the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United States Department of Commerce, the European Union, the United Kingdom, and any other competent authority (collectively, “Trade Laws”), in each case to the extent that compliance therewith does not result in a violation of, or conflict with, Council Regulation (EC) No 2271/96 (the EU Blocking Statute) or other applicable blocking or anti-boycott laws.
16.2. Restricted Persons and Restricted Jurisdictions. The Customer represents, warrants, and covenants on a continuing basis that neither it nor any of its End Users, beneficial owners, directors, officers, or affiliates is:
(each of (a), (b), and (c), a “Restricted Person”).
16.3. Use Restrictions. The Customer must not, and must not permit any End User to: (a) access or use the Service from a Restricted Jurisdiction; (b) make the Service available to any Restricted Person; (c) use the Service in connection with any product, software, technology, or service the export, re-export, transfer, or supply of which is prohibited or restricted under Trade Laws without the necessary authorisations; or (d) use the Service in connection with any prohibited end-use, including any use related to nuclear, chemical, or biological weapons or missile technology.
16.4. Updates to Restrictions. DMA may, at any time and without notice, expand the list of Restricted Jurisdictions or other restrictions to reflect changes in Trade Laws or DMA’s internal compliance policies.
16.5. Cooperation; Suspension. The Customer must promptly notify DMA if it becomes aware that it or any End User has become a Restricted Person or otherwise no longer complies with this Section. DMA may, in addition to any other remedy, suspend or terminate access to the Service in accordance with Section 5.5 in the event of any actual, suspected, or threatened breach of this Section.
17.1. Governing Law. These Terms, and all non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the Republic of Bulgaria, without regard to its conflict-of-law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
17.2. Mandatory Local Law. The choice of law in Section 17.1 does not deprive the Customer of the protection of any mandatory provisions of the law of the country in which the Customer is established, where applicable.
18.1. Good-Faith Negotiation. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute, controversy, or claim arising out of or in connection with these Terms or the Service (a “Dispute”) through negotiation between authorised representatives. If the Dispute is not resolved within thirty (30) days after written notice of the Dispute, either party may initiate proceedings in accordance with Section 18.2.
18.2. Jurisdiction. Any unresolved Dispute shall be subject to the exclusive jurisdiction of the competent courts of the Republic of Bulgaria in the city of Sofia, and each party irrevocably submits to the jurisdiction of those courts and waives any objection on the grounds of venue or inconvenient forum. Any judgment shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
18.3. Interim Relief. Notwithstanding Section 18.2, either party may apply to any court of competent jurisdiction for interim, injunctive, or other equitable relief, including to protect Confidential Information or DMA IP, or to prevent irreparable harm.
18.4. No Class Actions. The parties agree that all Disputes will be conducted on an individual basis only and not as part of any class, collective, or representative proceeding. The parties expressly waive any right to participate in or commence any such consolidated proceeding.
18.5. Severability of Dispute Resolution Provisions. If any part of this Section 18 is held unenforceable, the remainder shall remain fully enforceable. If the waiver in Section 18.4 is held invalid or unenforceable, this Section shall be void solely with respect to claims that may be brought on a class, collective, or representative basis, and such claims shall be brought before the competent courts of the Republic of Bulgaria in the city of Sofia.
19.1. Amendments. DMA may amend these Terms from time to time. Where the amendment materially affects the Customer’s rights or obligations, DMA will give at least thirty (30) days’ prior notice to the Customer (by email, in-Service notification, or posting on the Website). Non-material changes (such as clarifications, corrections of typographical errors, changes required by applicable law, or updates that are exclusively beneficial to the Customer) may take effect immediately upon publication.
19.2. Right to Object. If the Customer does not agree to a material amendment, the Customer may terminate the affected subscription with effect from the date on which the amendment would otherwise take effect by giving written notice before that date. Continued use of the Service on or after the effective date of an amendment constitutes acceptance of the amended Terms.
19.3. Current Version. The current version of these Terms is at all times available at .
20.1. Device Resources. To operate, the Service uses the processor, memory, storage, network bandwidth, and other resources of the End User’s device. The Customer acknowledges that operation of the Apps may consume battery, data, and storage capacity, and may affect device performance.
20.2. Diagnostic and Telemetry Data. The Apps automatically generate and transmit to DMA diagnostic, performance, and telemetry data, including crash reports, error logs, and basic device and operating system information. Such data is used to maintain, secure, troubleshoot, and improve the Service. The collection of crash reports and core diagnostic data is necessary for the operation of the Service and is not subject to opt-out.
20.3. Anonymization. Where reasonably practicable, DMA will collect such data in an anonymized or pseudonymized form. DMA will not use such data to identify End Users beyond what is necessary for the purposes set out in Section 20.2.
20.4. Optional Telemetry. Where DMA offers optional telemetry, analytics, or product-improvement features that are not necessary for the operation of the Service, the Customer or the End User may opt out through the Apps’ or Admin Panel’s settings.
21.1. Entire Agreement. These Terms (including any documents expressly incorporated by reference) constitute the entire agreement between the parties in respect of the subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written, in respect of that subject matter.
21.2. Order of Precedence. In the event of any inconsistency between these Terms and any document incorporated by reference, these Terms prevail unless the incorporated document expressly states otherwise.
21.3. No Waiver. The failure or delay of either party to exercise any right or remedy under these Terms is not a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party.
21.4. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or, if no such modification is possible, will be severed; the remaining provisions will remain in full force and effect.
21.5. Assignment. The Customer may not assign, transfer, novate, or sub-contract any of its rights or obligations under these Terms without DMA’s prior written consent. DMA may assign, transfer, or novate these Terms in whole or in part to any affiliate, or to a third party in connection with a merger, reorganisation, sale of all or substantially all of its assets or business, or similar transaction.
21.6. No Partnership. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other or to incur any obligation on its behalf.
21.7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, sanctions, labour disputes, internet or telecommunications outages, cyber-attacks, pandemics, or epidemics.
21.8. Notices. Notices to DMA under these Terms must be sent in writing to DIGITAL MARKETING AGENCY LTD, bul. “Vasil Levski” No. 38, floor 2, Sredets District, Sofia, Republic of Bulgaria, attn: Georgi Tabakov, Director (CEO), with a copy by email to info@gemteam.eu. Notices to the Customer may be sent to the email address registered for the Admin or by in-Service notification.
21.9. Language. These Terms are concluded in the English language. Any translation provided is for convenience only; in the event of any inconsistency, the English version prevails.
21.10. Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms, except that the DMA Parties (as defined in Section 13.1) may rely on and enforce Sections 13 and 14 as if they were parties to these Terms.
21.11. Contact. Questions concerning these Terms may be directed to info@gemteam.eu.