Terms of Use
These Terms of Use ("Terms") govern your access to and use of the GemCore OS platform, including the web application available at https://gemcoreos.com and the companion GemCore iOS and watchOS applications (collectively, the "Platform"). The Platform is owned by an independent technology provider (the "Owner") and licensed for operational use by George T. Springer, Co. doing business as Springer's Jewelers ("Springer's") under a separate Ownership and Partnership Agreement.
By accessing or using the Platform, you ("you" or "User") agree to these Terms. If you do not agree, you must not access the Platform.
1. Authorized Users Only
The Platform is a private, internal business system. Access is limited to:
- (a) employees, officers, and contractors of Springer's who have been issued credentials;
- (b) authorized service providers acting on behalf of Springer's; and
- (c) the Owner, in his capacity as licensor and technology provider.
The Platform is not open to the general public. Any attempt to access the Platform without authorization is strictly prohibited and may result in civil liability and criminal prosecution under the federal Computer Fraud and Abuse Act, 18 U.S.C. § 1030, and analogous state laws.
2. Acceptable Use
You agree to use the Platform only for legitimate business purposes of Springer's. You will not:
- (a) share your credentials with any other person;
- (b) attempt to access data or features outside the scope of your assigned role;
- (c) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except as expressly permitted by applicable law;
- (d) copy, reproduce, redistribute, sublicense, sell, lease, or transfer any part of the Platform, including its source code, database schemas, or design assets;
- (e) export or download bulk customer, employee, sales, or inventory data except as authorized by Springer's leadership;
- (f) introduce malware, viruses, or any code intended to disrupt, damage, or gain unauthorized access to the Platform or its underlying systems;
- (g) use the Platform to harass, defame, or harm any individual;
- (h) circumvent or interfere with security, authentication, audit-logging, or rate-limiting features; or
- (i) use the Platform in any manner that violates applicable law or Springer's internal policies (including IT, HR, and information-security policies).
3. Confidentiality
All information accessible through the Platform — including customer records, inventory, financial data, sales and commission information, employee records, and operational data — is the confidential information of Springer's. You agree to:
- (a) keep such information strictly confidential;
- (b) use it only to perform your duties for Springer's;
- (c) not disclose it to any third party except as authorized in writing by Springer's; and
- (d) protect it with at least the same degree of care you use to protect your own confidential information, and in any event no less than reasonable care.
Your confidentiality obligations survive termination of your employment, contractor relationship, or access to the Platform.
4. Ownership of the Platform
The Platform, including all source code, object code, database schemas, designs, content, brand assets, and the name "GemCore OS," is the property of the Owner and is protected by copyright, trademark, and other intellectual-property laws. Nothing in these Terms grants you any ownership interest in the Platform. Your right to use the Platform is a limited, revocable, non-transferable, non-sublicensable license, granted solely for the purpose of performing your authorized duties for Springer's.
5. Ownership of Data
Notwithstanding Section 4, all business records and data entered into, generated by, or stored within the Platform in the course of Springer's operations — including customer data, employee data, inventory, sales, financial, and operational data — are owned by Springer's. The Owner does not claim any ownership interest in such data and processes it solely as a technology provider on Springer's behalf, in accordance with the Ownership and Partnership Agreement and the Privacy Policy.
6. Monitoring and Audit
Springer's and the Owner may monitor, log, audit, and review your use of the Platform at any time, with or without notice, for any business purpose, including security, compliance, performance, troubleshooting, and investigation of policy violations. By using the Platform, you consent to such monitoring. You should have no expectation of privacy in your use of the Platform.
7. Termination of Access
Your access to the Platform may be suspended or terminated at any time, with or without notice, by Springer's (for example, upon separation of employment or violation of policy) or by the Owner (for example, in connection with security incidents, license disputes, or changes in the Ownership and Partnership Agreement). Upon termination:
- You must immediately cease all use of the Platform;
- You must return or destroy any Confidential Information in your possession; and
- Sections 3 (Confidentiality), 4 (Ownership), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 13 (Governing Law) survive.
8. Updates and Changes
The Owner may update, modify, or discontinue any portion of the Platform at any time. The Owner may update these Terms by posting a revised version at https://gemcoreos.com with a new "Last Updated" date. Material changes affecting Springer's operational use will be coordinated with Springer's under the Ownership and Partnership Agreement.
9. Disclaimers
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" TO THE FULLEST EXTENT PERMITTED BY LAW. THE OWNER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. THE OWNER DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED.
You are responsible for verifying the accuracy of information generated by the Platform before relying on it for material business decisions. The Platform's analytics, dashboards, and reports are operational tools, not certified financial statements.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE OWNER BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE OWNER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
The foregoing limitations do not apply to liability that cannot be limited under applicable law.
11. Indemnification
You agree to indemnify, defend, and hold harmless the Owner and Springer's, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your breach of these Terms, your misuse of the Platform, or your violation of any law or third-party right.
12. No Agency or Partnership Among Users
These Terms do not create any agency, partnership, joint venture, or employment relationship between you and the Owner. The Ownership and Partnership Agreement between the Owner and Springer's is a separate, independent agreement and does not confer any rights on Users.
13. Governing Law and Venue
These Terms are governed by the laws of the State of Maine, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Platform shall be brought exclusively in the state or federal courts located in Cumberland County, Maine, and you consent to the personal jurisdiction of those courts.
14. Entire Agreement; Severability
These Terms, together with the Privacy Policy and any signed agreement between the Owner and Springer's, constitute the entire agreement between the Owner and you concerning the Platform, and supersede any prior or contemporaneous agreements. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.
15. Contact
Questions about these Terms:
This document is a working draft baseline and should be reviewed and customized by Maine counsel before being posted publicly or relied upon for enforcement.