Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Jewelia LLC, a Delaware limited liability company ("Jewelia," "we," "us," or "our"). These Terms govern your access to and use of Jewelia's platform, website, APIs, and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

1. Definitions

• "Organization" means a business entity that has registered an account on the Services.
• "Authorized User" means an individual granted access to an Organization's account by an Organization administrator.
• "Business Data" or "Your Data" means all data, content, and information uploaded, entered, or generated within the Services by you or your Authorized Users, including customer records, inventory data, sales orders, invoices, production records, communications, and other business information.
• "Subscription" means the paid plan selected by your Organization, which determines the features, storage, and usage limits available to you.
• "Free Tier" means the limited, no-cost access to the Services provided to Organizations that have not purchased a Subscription.

2. Description of Services

Jewelia provides a business-to-business (B2B) platform designed for jewelry industry professionals. The Services include, but are not limited to, customer relationship management (CRM), inventory management, production tracking, sales and order management, financial tools (invoicing, payments, reporting), B2B networking and messaging, and AI-powered search and analytics. The specific features available to you depend on your Subscription tier. We reserve the right to modify, update, or discontinue features of the Services at any time, provided that we will not materially reduce the core functionality of your current Subscription tier during your active billing period without notice.

3. Account Registration and Security

3.1 Account Creation

To use the Services, you must register for an account and provide accurate, current, and complete information. You must be at least 18 years old and have the legal authority to enter into these Terms. Each individual may maintain only one personal account.

3.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to use a strong, unique password and to notify us immediately at security@jewelia.io if you suspect any unauthorized access to your account. We are not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.3 Organization Accounts

Organization administrators are responsible for managing Authorized Users within their Organization, including granting and revoking access, assigning roles and permissions, and ensuring that all Authorized Users comply with these Terms. The Organization is responsible for all actions taken by its Authorized Users within the Services.

4. Subscriptions, Payments, and Billing

4.1 Subscription Plans

Access to certain features of the Services requires a paid Subscription. The features, pricing, and usage limits for each Subscription tier are described on our Pricing page. We may modify pricing for future billing periods with at least 30 days' advance notice.

4.2 Billing and Payment

Subscriptions are billed in advance on a monthly or annual basis, depending on the plan you select. All fees are quoted in U.S. dollars unless otherwise stated. Payment is processed through our third-party payment processor, Stripe. By providing a payment method, you authorize us to charge the applicable fees to your payment method on a recurring basis. You are responsible for keeping your payment information current.

4.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your Subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period, and you will continue to have access to paid features until that date.

4.4 Refunds

Subscription fees are generally non-refundable, except as required by applicable law. If you believe you have been charged in error, please contact us at billing@jewelia.io within 30 days of the charge. We will review the request and issue a refund if appropriate. Refund requests related to subscription cancellations are evaluated on a case-by-case basis at our sole discretion.

4.5 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes, including sales tax, use tax, VAT, and other governmental charges, unless we are required by law to collect them.

4.6 Late Payments and Suspension

If payment fails or your account becomes past due, we may suspend access to the Services after providing 7 days' written notice. During suspension, your data will be preserved and you will be able to export your data. If payment is not received within 30 days of suspension, we may terminate your account in accordance with Section 12.

5. Your Data and Ownership

5.1 Ownership of Your Data

You retain all rights, title, and interest in and to Your Data. Jewelia does not claim any ownership rights over Your Data. Nothing in these Terms transfers ownership of Your Data to Jewelia.

5.2 License to Your Data

By submitting Your Data to the Services, you grant Jewelia a non-exclusive, worldwide, royalty-free license to use, store, reproduce, modify, and display Your Data solely to the extent necessary to provide, maintain, and improve the Services for you. This license terminates when you delete Your Data or when your account is terminated.

5.3 Data Export

You may export Your Data at any time using the export functionality available within the Services. Upon account termination (whether by you or by us), you will have 30 days to export Your Data before it is permanently deleted, unless otherwise required by law.

5.4 Aggregated and Anonymized Data

We may create aggregated, de-identified, or anonymized data derived from Your Data and other users' data that cannot reasonably be used to identify you or your Organization. We may use such aggregated data for any lawful purpose, including to analyze trends, improve the Services, and generate industry benchmarks. Such aggregated data is not considered Your Data under these Terms.

6. Acceptable Use

You agree not to use the Services to:

• Violate any applicable local, state, national, or international law or regulation.
• Infringe upon or violate the intellectual property rights, privacy rights, or other rights of any third party.
• Upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, or networks connected to the Services.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services.
• Use the Services to develop a competing product or service.
• Scrape, crawl, or use automated means to access the Services without our express written consent.
• Transmit any malware, viruses, worms, or other malicious code.
• Use the Services to send unsolicited commercial communications (spam) to other platform users.
• Attempt to circumvent any rate limits, access controls, or security measures.
• Sublicense, resell, or redistribute access to the Services without our written authorization.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including removing content, suspending or terminating accounts, and reporting violations to law enforcement.

7. Intellectual Property

7.1 Our Intellectual Property

The Services, including all software, designs, text, graphics, logos, icons, images, audio, video, and the selection and arrangement thereof, are the exclusive property of Jewelia LLC and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The Jewelia name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Jewelia LLC. You may not use these marks without our prior written permission.

7.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your Subscription. This license does not include the right to copy, modify, distribute, sell, lease, or create derivative works based on the Services.

7.3 Feedback

If you provide us with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to you. Feedback does not include Your Data.

8. AI-Powered Features

The Services include optional AI-powered features. By using these features, you acknowledge and agree:

• Data processing: When you use AI features, relevant portions of Your Data are sent to our third-party AI provider (currently Anthropic) to generate responses. Data is transmitted securely and is not retained by the AI provider after processing your request.
• No AI training: Your Data is not used to train, improve, or fine-tune any AI models operated by Jewelia or our AI providers.
• Accuracy: AI-generated content (including insights, recommendations, and search results) is provided for informational purposes only and may contain errors or inaccuracies. You are responsible for reviewing and verifying AI-generated content before relying on it for business decisions.
• No guarantee: We do not guarantee the accuracy, completeness, or reliability of any AI-generated content. AI features are provided "as is."
• Optional use: AI features are optional. Your access to the core functionality of the Services is not contingent on using AI features.

9. B2B Networking and Communications

9.1 Public Business Profiles

When you use our networking features, certain business profile information (such as your name, job title, company name, and business description) may be visible to other users on the platform. You are solely responsible for the accuracy of the information you include in your public business profile.

9.2 Messaging

The Services include a B2B messaging system for communications between Organizations. You agree not to use the messaging system to send spam, solicit personal information, or engage in any abusive or harassing behavior. We may monitor messaging patterns (but not message content) for abuse prevention purposes.

9.3 Connections and Orders

Any business transactions, orders, or agreements initiated through the networking features of the Services are solely between the participating Organizations. Jewelia is not a party to any such transactions and is not responsible for the quality, safety, legality, or delivery of goods or services exchanged between Organizations through the platform.

10. Third-Party Services

The Services may integrate with or contain links to third-party websites, services, or applications (such as Stripe for payments). These third-party services are governed by their own terms of service and privacy policies. We do not control and are not responsible for the content, privacy practices, or availability of third-party services. Your use of third-party services is at your own risk.

11. Service Availability and Support

11.1 Availability

We use commercially reasonable efforts to maintain the availability of the Services. However, the Services may be temporarily unavailable due to scheduled maintenance (for which we will provide reasonable advance notice), emergency maintenance required to address security vulnerabilities or critical issues, or circumstances beyond our reasonable control (see Section 16). We do not guarantee any specific uptime percentage unless expressly stated in a separate service level agreement.

11.2 Support

We provide customer support through email and in-platform channels. Support availability and response times may vary based on your Subscription tier. We will use commercially reasonable efforts to respond to support requests in a timely manner.

12. Term and Termination

12.1 Term

These Terms are effective from the date you first access or use the Services and continue until terminated by either party as described below.

12.2 Termination by You

You may terminate your account at any time by using the account deletion functionality within the Services or by contacting us at support@jewelia.io. If you have an active paid Subscription, cancellation takes effect at the end of the current billing period.

12.3 Termination by Jewelia

We may suspend or terminate your access to the Services:

• For cause: Immediately if you materially breach these Terms, engage in fraudulent or illegal activity, or pose a security risk to the Services or other users. We will make reasonable efforts to notify you and provide an opportunity to cure non-security-related breaches before termination.
• For convenience: With at least 90 days' written notice if we decide to discontinue the Services entirely. In such case, we will provide prorated refunds for any prepaid but unused Subscription fees.
• For non-payment: As described in Section 4.6.

12.4 Effect of Termination

Upon termination, your right to use the Services ceases immediately (except during any remaining billing period for cancellations). You will have 30 days from the effective date of termination to export Your Data. After 30 days, we will permanently delete Your Data from our production systems, except as required by law or as described in our Privacy Policy. Sections 5.1 (Ownership of Your Data), 7 (Intellectual Property), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law), and 18 (Dispute Resolution) survive termination.

13. Disclaimers

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

14. Limitation of Liability

15. Indemnification

You agree to indemnify, defend, and hold harmless Jewelia LLC and its officers, directors, members, employees, agents, and licensors from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your use of the Services; (b) Your Data or any content you submit through the Services; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any rights of a third party. We will promptly notify you of any such claim and cooperate with you in the defense of such claim. You shall not settle any claim without our prior written consent.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from events beyond the party's reasonable control, including but not limited to natural disasters, acts of government, pandemics, wars, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, telecommunications failures, power outages, internet disruptions, or cyberattacks. The affected party shall use commercially reasonable efforts to mitigate the effects of such event and resume performance as soon as practicable.

17. Governing Law

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to Section 18, any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in the State of Delaware, and you irrevocably consent to the personal jurisdiction and venue of such courts.

18. Dispute Resolution

18.1 Informal Resolution

Before filing any formal legal proceedings, you agree to first contact us at legal@jewelia.io and attempt to resolve the dispute informally for at least 30 days. Most disputes can be resolved through good-faith negotiation.

18.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Delaware (or remotely, at the election of either party). The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs, and the fees of the arbitrator shall be split equally between the parties unless the arbitrator determines otherwise.

18.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

18.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

19. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, but is not limited to, Your Data, our proprietary technology and algorithms, business plans, and pricing information. Neither party shall use the other party's Confidential Information except as necessary to exercise its rights or perform its obligations under these Terms. This obligation does not apply to information that is publicly available, was already known to the receiving party, is independently developed, or is required to be disclosed by law.

20. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by email (sent to the email address associated with your account) or by posting a prominent notice on our website at least 30 days before the changes take effect. Non-material changes (such as corrections of typographical errors or clarifications) may take effect immediately upon posting. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and may terminate your account as described in Section 12.2.

21. General Provisions

21.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Jewelia regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

21.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

21.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

21.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided that the assignee agrees to be bound by these Terms. Any attempted assignment in violation of this section is void.

21.5 Notices

All notices to Jewelia must be sent to legal@jewelia.io. Notices to you will be sent to the email address associated with your account or posted on our website. Notices are deemed received when sent by email (upon delivery confirmation) or when posted on our website.

21.6 No Third-Party Beneficiaries

These Terms are between you and Jewelia. No third party has any rights under these Terms.

22. Contact Us

If you have any questions about these Terms, please contact us at: