SPACIA MOBILE APP – TERMS AND CONDITIONS

1. INTRODUCTION

Gemma Studio, LLC ("Gemma Studio," "we," "us," or "our") operates the Spacia mobile application and related website(s) (collectively, the "Services").
Our business address is 8 The Green, STE R, Dover, DE 19901.
These Terms and Conditions ("Terms") form a legally binding agreement between you and Gemma Studio. By accessing or using the Services, you agree to be bound by these Terms and our separate Privacy Policy, which explains how we collect, use, and share information.

IMPORTANT NOTICE REGARDING ARBITRATION:
EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN § 17, YOU AGREE THAT DISPUTES BETWEEN YOU AND GEMMA STUDIO WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

2. CHANGES TO THE TERMS OR SERVICES

We may amend these Terms at any time in our sole discretion. If we do, we will post the updated Terms in the App and/or on our website and may notify you by other means. Continued use of the Services after changes become effective constitutes acceptance. We may modify or discontinue the Services (or any feature) at any time without liability.

3. ELIGIBILITY

You may use the Services only if (a) you are at least 18 years old (or the minimum age in your territory to consent to data processing) or you are between 13 and 17 and have parental or legal-guardian permission, and
(b) you are not barred from using the Services under applicable law.

4. ACCOUNTS & SECURITY

You agree to provide accurate, current, and complete information, to keep it updated, and to maintain the confidentiality of your login credentials. You are responsible for all activity under your account. Notify us immediately at support@gemma.so of any unauthorized access.

5. FEEDBACK

If you send us comments, ideas, or suggestions ("Feedback"), you grant Gemma Studio a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback in any manner without compensation or obligation.

6. USER CONTENT

6.1 Posting Content. You retain ownership of photos and other content you upload ("User Content").
6.2 Your Responsibilities. You warrant that you own or have rights to all User Content and that its use will not infringe any third-party right or violate law.
6.3 Content Removal. You may delete your User Content, but residual copies may persist in backup or for legal compliance. We may remove content and/or suspend accounts that violate these Terms or the law.
6.4 DMCA. We respond to valid DMCA notices and terminate repeat infringers. Send copyright claims to support@gemma.so with full details.

7. INTELLECTUAL PROPERTY & APP LICENSE

7.1 Our IP. The software, AI models, design, text, graphics, and trademarks ("Spacia," "Gemma Studio," etc.) are owned by Gemma Studio or its licensors and protected by law.
7.2 Limited License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to download and run the App on your personal device for your own personal or professional interior-design purposes.
7.3 Restrictions. You may not (i) copy or create derivative works; (ii) distribute, rent, or sublicense the App; (iii) reverse-engineer or decompile the App except as permitted by law; (iv) make the App available to multiple users; or (v) remove proprietary notices.
7.4 Apple App Store Special Terms. Apple has no obligation to support the App. In case of failure to conform to a warranty applicable under law, you may notify Apple for a refund (if you paid for the App); Apple will have no other warranty obligation. Apple is not responsible for claims, liabilities, or losses relating to the App. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them. You represent that you are not in a U.S.-embargoed country and are not on a U.S. government restricted list.

8. PURCHASES, SUBSCRIPTIONS & PAYMENT INFORMATION

8.1 Digital Products. Optional one-time render credits and recurring subscriptions may be purchased through the Apple App Store or Google Play (the "App Store Provider").
8.2 Payment Authorization. By initiating a transaction, you authorize the App Store Provider (and any payment processors) to charge your payment method for the transaction amount plus taxes. You represent you have the legal right to use the chosen payment method.
8.3 Subscriptions. Subscription fees recur automatically at the then-current rate until cancelled through your App-store account settings. You remain responsible for charges through the end of the current period.
8.4 Refunds. All transactions are final and non-refundable except as required by the App Store Provider's policies or by law.
8.5 Price Changes. We may change prices at any time; continued use after a price change constitutes acceptance.

9. PROHIBITED USES & ENFORCEMENT

You agree not to:
(a) Post content that infringes intellectual-property, privacy, or publicity rights; is unlawful, deceptive, defamatory, obscene, hateful, or violent; or promotes illegal activity.
(b) Use, display, or frame the Services, our name, or trademarks without written consent.
(c) Access or tamper with non-public areas of the Services or our systems.
(d) Probe, scan, or test vulnerabilities or breach security measures.
(e) Bypass, deactivate, or circumvent protective measures.
(f) Scrape, crawl, or spider the Services except via publicly available search engines.
(g) Use hidden meta-tags with our trademarks.
(h) Reverse-engineer or decipher the software.
(i) Collect personal data from other users without permission.
(j) Impersonate any person or misrepresent affiliation.
(k) Violate any law or encourage others to do so.
We may monitor, remove content, suspend accounts, and cooperate with law enforcement to enforce this Section.

10. THIRD-PARTY LINKS & RESOURCES

Spacia may display third-party products or links. We do not sell physical goods and are not responsible for third-party sites, products, or services. Transactions with third parties are solely between you and the third party.

11. TERMINATION

We may suspend or terminate your access at any time, with or without notice, for violation of these Terms or for any reason. You may delete your account at any time (and must also cancel any subscription through the App Store). Upon termination, licenses end and certain Sections survive (including §§ 7, 8.4, 9, 12–18, 21).

12. WARRANTY DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
AI DISCLAIMER. The Services employ experimental AI and may generate inaccurate or incomplete output. You rely on the output at your own risk.

13. INDEMNIFICATION

You will indemnify, defend, and hold harmless Gemma Studio and its officers, directors, employees, and agents from any claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Services, (b) your User Content, or (c) your violation of these Terms or any law.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GEMMA STUDIO AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, DATA, OR GOODWILL, OR THE COST OF SUBSTITUTE SERVICES.
IN NO EVENT WILL GEMMA STUDIO'S TOTAL LIABILITY EXCEED (A) THE AMOUNT YOU PAID TO GEMMA STUDIO IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) USD $100 IF YOU PAID NOTHING. THESE LIMITATIONS ARE ESSENTIAL BASIS OF THE BARGAIN.

15. INTERNATIONAL USE & EXPORT CONTROLS

You are responsible for compliance with local laws. You may not use the Services if you are on a U.S. government restricted-party list or in an embargoed country. You agree to comply with U.S. export laws.

16. RESERVATION OF RIGHTS

Gemma Studio and its licensors reserve all rights not expressly granted. You may not remove or alter copyright, trademark, or proprietary notices.

17. DISPUTE RESOLUTION – MANDATORY ARBITRATION & CLASS ACTION WAIVER

17.1 Arbitration Agreement. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute") shall be resolved solely by binding, individual arbitration under the U.S. Federal Arbitration Act and the Consumer Arbitration Rules of the American Arbitration Association ("AAA"), except that you or Gemma Studio may (i) bring an individual action in small-claims court if it qualifies; or (ii) seek injunctive relief in court for misuse of intellectual-property rights.
17.2 No Class Actions. Disputes must be brought only in an individual capacity, not as a plaintiff or class member in any class or representative proceeding. The arbitrator may not consolidate claims or preside over any form of class proceeding.
17.3 Arbitration Procedure. A party seeking arbitration must file a Demand for Arbitration with the AAA and serve notice on the other party as specified in the AAA Rules. Arbitration hearings will take place in the U.S. county where you reside unless we agree otherwise.
17.4 Fees. Arbitration fees will be paid as required by the AAA Rules. We will not seek to recover our attorneys' fees or costs unless the arbitrator determines your claim is frivolous.
17.5 Severability. If the Class Action Waiver in § 17.2 is found unenforceable, this entire § 17 shall be null and the dispute will proceed in court.

18. GOVERNING LAW & FORUM

These Terms are governed by Delaware law (excluding conflict-of-law rules) and the Federal Arbitration Act. Except for arbitrable Disputes, the state and federal courts in Delaware have exclusive jurisdiction, and you waive any objection to venue there.

19. NOTICES

Gemma Studio may provide notices via email or by posting within the Services. The date of transmission is the date a notice is deemed given.

20. WAIVER & SEVERABILITY

Failure to enforce any provision is not a waiver. If any provision is found unenforceable, the remainder will remain in full force and effect.

21. ASSIGNMENT

You may not assign these Terms without our prior written consent; any attempt to do so is void. Gemma Studio may freely assign these Terms.

22. HEADINGS & INTERPRETATION

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

23. CONTACT INFORMATION

Gemma Studio, LLC
8 The Green, STE R
Dover, DE 19901, USA
Email: support@gemma.so