Terms | GemDrop

Thank you for your interest in Gemdrop. Our mission is to help people around the world to safely and securely get rewarded for their active participation in valuable services available on any device.

These Terms of Use (these “Terms”) are a legally-enforceable agreement entered into by and between the visitor to our website or user of our service (“you”, “your”, etc.) and Gemdrop and its affiliates (collectively, “Gemdrop”, “Company” and “we”, “us”, “our”, etc). These Terms apply to and govern your use of websites, accounts, applications, stores, and functionality that we make available to you, including, but not limited to, the gemdrop.app website (the “Website”), Gemdrop Apps, Gemdrop Brower Extensions, your Gemdrop Account, Gemdrop Shop, Gemdrop Membership, Gemdrop Play, and any other products, including those that may be introduced from time to time in the future and any trial versions thereof (collectively, the “Services”). Please read these Terms carefully.

These Terms contain a mandatory arbitration provision that, as further set forth in the “Governing Law and Binding Arbitration” section below, requires the use of arbitration on an individual basis to resolve disputes. It does not allow jury trials or any other court proceedings or class actions of any kind.

We may change these Terms at any time by posting a new version of these Terms. We will make reasonable efforts to notify you of any changes to these Terms.

Our Privacy Policy explains how we collect and use your information, while acceptable use provisions in these Terms outline your responsibilities when using our Services.

By opening and maintaining a Gemdrop Account or using any of the Services, you agree to be bound by these Terms, our Privacy Policy, and acceptable use provisions. If you do not agree to these Terms, do not use any of the Services.

1. Overview of Gemdrop Services

Here’s a brief introduction to the Services. Details are provided later in these Terms.

Websites (and your use of and access to websites) with URLs ending in gemdop.app (e.g., gemdrop.app and app.gemdrop.app) are subject to these Terms. Websites not ending in gemdrop.app are not provided by us and not covered by these Terms.

Gemdrop Applications include the Gemdrop Mobile Apps, which run on Android and iOS, the Gemdrop Chrome Extension, among others. These provide the user experience to the individual Gemdrop Services.

Other Gemdrop Services are introduced in the list below and described in more detail later in these Terms:

Gemdrop Platform Services include features to create and maintain your Gemdrop Account, which is used to authenticate you and give you access to features shared across other Gemdrop Services.
Gemdrop Shop empowers you to shop with online merchant stores via affiliate networks, from which Gemdrop earns income. Gemdrop credits your Gemdrop Account with gems for qualified purchases, from which you can redeem rewards based on your previous shopping.
Gemdrop Play provides play-to-earn opportunities.
Gemdrop Membership is an automatic qualification of your Gemdrop Account once you associate it with a non-custodial wallet where the individual controls the private key, such as Telegram Wallet, Metamask or Trust Wallet, among others, or a supported exchange wallet via a user-specific API key (your “Connected Wallet”). Depending on the amount of gems you hold, you may qualify for additional rewards based on your activity with other Services, such as Gemdrop Shop or Play.
Gemdrop Memberships is an addiitonal loyalty feature that allows you to earn additional rewards by restricting the use of gems for a certain amount of time and can also unlock new Membership Levels depending on your balance.
From time to time, Gemdrop may offer Referral Bonus or Membership Upgrade Bonus, or other incentive programs to encourage more participation in our services.

2. Third Party Services and Integrations

Third Party Services and Integrations include those offered in collaboration with unaffiliated service providers, including those listed below. Each of these may have unique terms of service, privacy policies, and disclosures, which you should read and which you may be required to agree to before you use those services:

Other Websites. Certain Services may include links to websites outside the gemdrop.app domain, which are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party website or application. You should contact the site administrator or webmaster for those third-party websites if you have any concerns regarding such links or the content located on such websites. Your use of any third-party website may be subject to such website’s terms of use and privacy policies.
The Gemdrop Mobile Apps and Gemdrop Extension features allow for interaction with Connected Wallets that manage digital assets. These wallets include TON Wallet, Metamask, Trust Wallet, among others, which are provided by owners of those services. See their terms and conditions for details.

We have no responsibility for any services, or for the accuracy of any information, provided to you by any other person, including any of the third parties described above.

Rewards and Benefits. Rewards and benefits are described in these Terms, with specific rates and amounts subject to change and are further described on our website.

Fees. We will disclose our fees and other charges (“Fees”), if any, to you on our website. We may change any Fees at any time. We will make reasonable efforts to notify you in advance of any such change.

Right to Change Service. We reserve the right to change or discontinue any of the Services. We will reasonably try to notify you in advance of any such changes or discontinuations that are likely to significantly affect your use of any Service. If any such change materially affects our promises to you or your rights as described in the version of the terms to which you agreed, the Gemdrop Application you use will present the updated terms to you and ask you to agree to the updated terms before allowing your continued use of the Services. If you choose to agree to those new terms, you will be bound to those, and allowed continued use of the services then supported.

Data Collection Notice and Consent. You agree that Gemdrop may disclose your information to certain third parties as needed to fulfill the Services you use and/or third-party services which we offer or to which we link. These include but are not limited to a service providers for know-your-customer verification and tax-related services. You also agree that unaffiliated third parties with which we work or collaborate to provide any Services or Merchandise to you may require you to accept their terms and to disclose your personal information to them, subject to their privacy policies, which may be materially different from our terms and our Privacy Policy.

3. Value Displayed in Gemdrop Services

The transactions and balances displayed in the Gemdrop Applications that involve various units of account (including gems, coins, US dollars, and other units of account/value) are provided on a best-faith effort. Any monetary-equivalent value (such as $100) presented in the Gemdrop Platform is an estimate, but not a promise of current or future value. Further, these balances do not represent our enforceable obligation to pay you for the equivalent value for these balances.

4. Services Intended for Use in Gemdrop; No Promise of Return or Future Value****

Gemdrop digital Currencies, Assets and Services are intended to be used for their stated functionality with the Gemdrop ecosystem. You should assume that all Gemdrop digital Currencies and Assets have no market value, and that even if a market value or secondary markets exists, the market price may be highly volatile and could decrease to zero. We do not promise any increase in value or return from holding Gemdrop digital Currencies or Assets or the use of the Services, and you should have no expectation of future value or returns from Gemdrop digital Currencies or Assets. Any published roadmap or announcement of future services does not constitute a promise of future value.

5. Legal Name and Taxpayer Information Collection

We are required to collect certain information from you so we can comply with tax and other regulations. This will include your legal name, country of citizenship, permanent residence address/country, and in the United States your taxpayer ID. You agree to provide true and correct information. For non-US Persons (as defined by the IRS), we may require you to attest to a statement similar to “I certify under penalty of perjury that I am not a US-based person,” via the Gemdrop Application or third-party service provider. By agreeing to these Terms, you also agree that by assenting to a statement such as this via the Gemdrop Application it will also constitute a legally binding signature.

We may request your taxpayer information similar to above prior to payout. The information collected will be substantially equivalent to a US IRS form W-9, W-8BEN, or W-8BENE, depending on your circumstances. You agree to provide us with this information when requested. Further, if you have not already completed this, you will request us via support@gemdrop.app to send you the appropriate request form or link.

6. Payments from Gemdrop and Resulting Taxes

Several of the Services may allow you to earn points denominated in gems, coins, or credits as a reward for your participation and use of the Gemdrop Services. The details of these earning opportunities are described later in these Terms.

After you redeem these points and we pay you in USDC, USDT, or other cryptocurrency to your Connected Wallet address, this expense for Gemdrop may be treated as either a rebate (i.e., a discount) redeemed to you or income, when paid to you. The classification of discount versus income is subject to change based our and/or your interpretation of tax regulations. Depending on your tax jurisdictions, we may have an obligation to report income to a tax authority. US-based persons who have completed W9s for us and have been paid $600 or more of income in the tax year can expect to receive a form 1099-MISC from Gemdrop, as well as our reporting of this income to the IRS. You will be solely responsible for any and all tax liability arising out of any benefits you receive in connection with the Services. We recommend you seek independent tax advice.

Gemdrop may require certain of your tax information, so by accepting these Terms, you agree to share this information with Gemdrop upon request.

6. Gemdrop Apps

The Gemdrop Apps are available in the Google Play Store, the Apple App Store, and mini-app stores like Telegram or Farcaster's, among others. The Gemdrop Apps provide a way to earn rewards plus interact with other Gemdrop features from your mobile device. The Gemdrop Apps are regulated by the Terms of Service and regulatory requirements of the distribution channels. At times app updates may be delayed due to their respective App Review processes. In addition, functionality may be removed to comply with their terms.

7. Gemdrop Accounts

Eligibility and Requirements. To become a user of any of the Services (a “Participant”), you must be at least 16 years old (or, if older, the age of majority in the jurisdiction of your residence) and provide us with certain information about yourself when creating an account to access the Services (a “Gemdrop Account”).

Opening your account and information you must provide and maintain.

nickname;
your first and last legal name (as on SSN, passport or other government-issued identity document)
a statement you are at least 16 years old;
a valid email address at which you are able to receive email; and
country of residency
Required for Gemdrop Play tasks:
a valid phone number through which you are able to receive a one-time password (OTP) (optional, but required for Gemdrop Play tasks);
Required to receive cryptocurrency payouts:
a valid cryptocurrency payment address currently supported by the Services for purposes of such payment (e.g., an address on the TON, Ethereum, or other supported blockchain network).

You further agree to provide additional information we may reasonably request to verify your identity as a condition for receiving payment.

Further information you may be required to provide vary on specific Service, as mentioned in these Terms and as disclosed in our Privacy Policy.

Access Credentials. When creating your Gemdrop Account, you will be required to select a username, password and potentially other identifying information to control access to your Gemdrop Account (“Access Credentials”). You must not disclose your Access Credentials to anyone. You are responsible for keeping your Access Credentials secret. To the maximum extent permitted by law, you are exclusively responsible for all activities that occur in or using your Gemdrop Account and accept all risks of any unauthorized access to your Gemdrop Account. You must notify us immediately upon becoming aware of any breach of security or unauthorized access to or use of your Access Credentials or Gemdrop Account.

Non-Transferability of Gemdrop Accounts. A Gemdrop Account may only be used by one individual. If you become a Participant, you may not let anyone else use your Gemdrop Account. Transfer of a Gemdrop Account to another person may result in its termination and forfeiture of any accumulated points.

Personal Data we may collect and share. Our Privacy Policy also discloses what we may share with our service providers and others. For example, we may share email, IP address, device type, your advertising ID, and other information with affiliate networks in order to ensure rewards are distributed correctly. We may share information with various analytics platforms with the intention to improve the overall platform experience for our users.

Use of Account Nickname on Leaderboard. You permit us to put your account nickname on our Leaderboard that is visible to others in our Gemdrop Mobile Apps, Browser Extensions, and publicly outside of the Gemdrop Platform.

Security and Monitoring your Gemdrop Account. You will keep your Gemdrop Account secure. You will immediately disable user access to the Services if you know or believe your Gemdrop Account has or may have been compromised or has been or may be misused; and you will promptly notify us (via by contacting our support team) of any known or reasonably suspected unauthorized access or use.

Acceptable Use. You bear the risk of loss for, and assume all liability arising from, any unauthorized or fraudulent usage of Services (or any hardware or software component thereof). In addition, you agree not to (i) send or store malicious code in connection with the Services or otherwise interfere with or disrupt performance of the Services, (ii) use manual or automated tools to scan or probe the Services in order to determine vulnerabilities, or (iii) attempt to gain access to the Services or its related systems or networks in a manner inconsistent with the permitted use of the Service. We reserve the right, but are not required, to take any and all action we deem appropriate, including, without limitation, blocking access to geographic areas or suspending access to Services (or any hardware or software component thereof), in order to prevent or terminate any fraud, abuse or illegal use of or activities in connection with the Services or any other breach of this section, provided, however, that any such action by us shall be consistent with applicable laws, rules, and regulations.

Payout Hold. If we require additional information from you to comply with regulatory requirements (such as if we suspect fraud, unexpected VPN use patterns, if we have insufficient information to assess and/or meet our tax reporting requirements) or to comply with our obligations to service providers or others, we will place a Payout Hold on your ability to redeem value shown on your account into cryptocurrency until such information is received.

Account Suspension. We may suspend or pause your account for some or all functionality, without notice.

8. Compliance with Laws

You assume all knowledge of applicable law and are responsible for compliance with all such laws. You may not use the Services in any way that violates applicable local, state, federal, national, or international law, regulation, or other government requirement. You further agree not to use the Services to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, federal, national or international law or regulation.

9. Restrictions on Use of Services

You may not use any of the Services to:

acquire any rewards or item of value through the use of botnets or automated means or through deception or misrepresentation in any respect;
post or transmit any information, data, text, images, files, links, software, chat, communication or other content that is, or that we consider in our sole discretion to be, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable content;
violate any local, state, federal, national or international law (including any law regarding the export of data or software to and from the US or other countries);
sell or promote any unapproved products or services;
introduce viruses, worms, Trojan horses and/or any harmful code on the Internet;
display material that exploits children under 18 years of age;
post any material or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;
promote, solicit or participate in multi-level marketing or pyramid schemes;
harass, embarrass or cause distress or discomfort upon another participant, user or other individual or entity;
impersonate any other person, including a customer, supplier, us or any person associated with us;
publish or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent’s consent in case of a child under 18 years of age);
publish or transmit any unsolicited advertising, promotional materials or any other forms of solicitation;
intentionally or unintentionally violate in any manner any applicable local, state, national or foreign law, including any regulations having the force of law, while using or accessing the Services or in connection with your use of the Services; or
invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity.

Additionally, you may not:

distribute the Services or permit third parties to access the Services with the credentials that you use to access the Services;
modify, adapt or create derivative works based on any of the Services (including by distributing APK or extension files of any of the Services);
delete or alter any copyright, trademark or other proprietary rights notices from the Services;
“frame” or “mirror” any of our content made available through the Website or create Internet “links” to or from the Website; or
disassemble, reverse engineer or decompile the Services or any content made available through them, including to build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, or copy any ideas, features, functions or graphics.

Any use of the Services (or any portion of them) that is not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Regional Restrictions

Also, as a condition of payment, you must not be a resident of a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or be listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person” or similar designation under the OFAC sanctions regime.

Additional regional restrictions may be in effect for selected other Services.

10. Limitation of Services

We may at any time and without liability, terminate, suspend, or limit your use of any of the Gemdrop Services (including freezing the virtual currencies in your account or closing your Connected Wallet, refusing to process any transaction, wholly or partially reversing any transactions that you have effected, or returning your Gems to the Gemdrop Platform), including (but not limited to): (a) in the event of any breach by you of these Terms and all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where we suspect that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities).

11. Gemdrop Program

Generally. Subject to these Terms, we offer the Gemdrop Program service (the “Program”) to allow qualifying Participants that participate in the Program to receive Gems or Coins when they purchase or interact with certain products and services from retailers, brands, merchants and other sellers that participate in the Program (each, an “Affiliate”) for each Qualifying Action. Participation in the Program and the opportunity to earn Gems and Coins are offered at our sole discretion and subject to compliance with these Terms.

How it Works. Participants may be eligible to receive Gems and/or Coins from each interactions or purchase that they make from an Affiliate (a) while they are logged into their Gemdrop Account and (b) that is performed or transacted in accordance with our publicly available documentation concerning the Program (each, a “Qualifying Action”). Each Qualifying Action will occur on an applicable interaction or purchase date. Reward amounts vary by Affiliate and by product category.

Things to Keep in Mind. Please note that the following (in addition to other situations described in our publicly available documentation) may affect your ability to make Qualifying Action:

If you visit other sites before completing an action, the action might be associated with a service other than the Program and render such purchase ineligible to be a Qualifying Action.
If you disable “cookies” on your computer, you will not be able to make a Qualifying Action, as cookies are used to authenticate avtions (i.e., associate them with your Gemdrop Account).
If you use a popup blocker or any extension or software that may negatively affect the tracking of the Qualifying Action.

Bonuses and Other Rewards. In our sole discretion, we may from time to time elect to offer bonuses or rewards for referring new Participants to the Program or for other specific actions.

Gems and Coins. Gems and Coins (not to be confused with the cryptocurrency GEMS or COINS) are a part of the in-app ledger system that is used in the Services and have no “real-world” monetary value. Subject to the availability of the Services, in the future you might be able to request to withdraw Gems or Coins from your account into your Connected Wallet. You must not remove or transfer Gems or Coins from your account, provided that, for clarity: (a) as discussed further below, we may remove Gems or Cooins from your account in connection with the termination or suspension of your access to the Services, and (b) we may transfer Gems or Coins from one account to another in connection with account migration, where we permit, in our sole discretion. If you attempt to remove or transfer Gems or Coins from your account in violation of this section, we may terminate or suspend your access to the Services. Additionally, upon termination of your account, any and all Gems and Coins associated with your account will be automatically and irrevocably removed and deleted.

Payments. Conversion of Gems or Coins into cryptocurrencies or other payment options that we may make available from time to time will be subject to varying accrual rates depending on Affiliate Stores’ policies and reporting schedules. Additionally, we may delay payment for any action based on changes to Affiliate Store policies at any time. We also may modify the payment schedule at any time. We are not responsible for payments delivered to the wrong asset or currency address through no fault of ours or for payment errors made by any bank, financial institution or other third party.

We will not make any payment unless the accumulated value in the Gemdrop Account meets the minimum withdrawal amount for the applicable currency into which the Coins or Gems are sought to be converted. The minimum withdrawal amount is listed in our publicly available documentation or otherwise in the Services.

Gemdrop Account Adjustments. In our sole discretion, we may deduct Coins or Gems from your Gemdrop Account to make adjustments for returns and cancellations with respect to Qualifying Actions. Any such adjustments, however, will be made in accordance with these Terms, any applicable Company policies and terms, the terms of any Affiliate offers, applicable Affiliate Policies, any documentation that we make publicly available concerning the use of the Services and any and all applicable laws, rules and regulations. The determination of whether a purchase made through an Affiliate constitutes a Qualifying Action is made at the sole discretion of the Company. If an Affiliate fails to report a transaction to the Company or fails to make payment to the Company for any reason, the Company may cancel the Coins or Actions associated with the applicable transaction. It is your responsibility to check your Gemdrop Account regularly to ensure that the Gems and Coins have been properly credited and paid and that your Gemdrop Account balance is accurate. If you believe that Coins or Gems have not been correctly credited to your Gemdrop Account, you must contact the Company’s Member Services within ninety (90) days of the transaction. Should you disagree with any adjustments made to your Gemdrop Account or payments made to you, your sole remedy is to withdraw from the Program.

11. Gemdrop Membership

We may provide you additional rewards for qualified Gemdrop Actions, depending on your Gems balance. The potential reward percentages are tiered in Membership Levels: Purple (automatic with a Connected Wallet), Bronze, Silver, Gold, Platinum, Diamond. Levels and benefits are subject to change. Please see the website for the current Membership Levels, their Reward Multipliers.

12. Gemdrop Play

Gemdrop Play service allows you to play games and take surveys to earn rewards (Gems and Coins).

13. Gemdrop Staking

Definition. “Stake” or “Staking” means the holding of Gems in your account for an agreed period of time. Staking involves restricting the transfer and/or use of Gems. “Staking Term” is the minimum time required to earn Staking Rewards from Gemdrop Staking.

Eligibility. To be eligible for Gemdrop Staking, the user must be eligible to have a Gemdrop Account, have a Gemdrop Account in good standing, be a participant in the Gemdrop Rewards program, and Stake their hems on the Gemdrop Staking app.

14. Intellectual Property

The Services and all content, features and functionality included or available on or through them, including information, text, graphics, interfaces and the design, selection and arrangements of the Services, are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, with all rights reserved. Any use of materials available on, through or in connection with the Services, including reproduction for purposes other than those noted above, modification, distribution or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of the Company, is strictly prohibited.

The trademarks Gemdrop, Gemdrop Tasks, Gemdrop Play, and related logos, designs and composite marks are our trademarks. All third-party trademarks shown in the Services are the property of their respective owners and constitute neither an endorsement nor a recommendation of those third parties. In addition, any use of trademarks or links to the websites of third parties by us is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with us.

12. Feedback from You

We welcome questions, comments and other feedback about these Terms and the Services, including ideas, proposals, suggestions or other materials (“Feedback”). You hereby grant us a royalty-free, fully paid, irrevocable, perpetual, nonexclusive, worldwide, assignable and otherwise transferrable license, with the unrestricted and unlimited right to grant sublicenses, (1) to create derivative works based upon any Feedback and (2) to use, copy, display, publish, distribute or otherwise commercialize or exploit in any manner any Feedback or derivative works based thereon. You acknowledge and agree that any Feedback you submit is not confidential. We have no obligation to compensate or credit you for Feedback you provide, regardless of whether or how we may use or otherwise commercialize or exploit it.

13. Term and Termination

We may, in our sole and absolute discretion, terminate or suspend your access to or use of the Service, at any time and for any reason, including if we believe in our sole and absolute discretion that you have violated or acted inconsistently with the letter or spirit of these Terms or in any way that could harm us or any other Users or that is inconsistent with the values of our community of Users. Upon any such termination or suspension, your right to use the Services will immediately cease. You acknowledge and agree that any termination or suspension of your access to or use of the Service may be effected without notice. You agree that we shall not be liable to you or any third party for any termination or suspension of your use of or access to the Service.

14. Limitation of Liability

In no event will we, our affiliates, service providers or licensors, or our or their respective directors, shareholders, members, officers, employees, agents or representatives, be liable under these Terms or otherwise to you in connection with the Service, the Account, or the Website for: (i) any amounts greater than the value of the fees paid by you to us during the one hundred eighty (180) days immediately preceding the date of any claim giving rise to such liability or (ii) any lost profits or any special, incidental, indirect, or consequential damages, in either case whether based in contract, tort (including but not limited to negligence), strict liability, or otherwise, even if an authorized representative of ours has been advised of, or knew of, or should have known of, the likelihood of such damages.

Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages; therefore, some or all of the limitations in this paragraph may not apply to you.

15. Disclaimer of Warranties

The Services are provided to you on a strictly “AS IS,” “WHERE IS,” and “AS AVAILABLE” basis. Without limiting the generality of the foregoing, we expressly disclaim (i) any warranty that the Services will be uninterrupted or error free and (ii) all implied warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The duration of any implied warranty that is not effectively disclaimed will be limited to the longer of (i) thirty (30) days from the date that you first accept these Terms and (ii) the shortest period allowed under applicable law.

Some jurisdictions do not permit the disclaimer of implied warranties or limitations on how long an implied warranty lasts; therefore, some or all of the provisions of this section may not apply to you.

16. No Waiver

If you breach these Terms and we choose not to immediately respond, or we choose not to respond at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. No failure to act or delay in acting by us will be deemed to be a waiver of any type.

17. Force Majeure

We are not responsible for, and will not be deemed to have breached these Terms, by reason of anything caused by circumstances beyond our reasonable control, including, but not limited to, the unlawful, dishonest, fraudulent or malicious acts of any third persons, natural disasters, failure of telecommunications or other infrastructure or services, war, riot, civil unrest, labor disturbances, pandemic, changes in law, or the acts of any court or other governmental actors.

18. Assignment

You may not assign, sub-license or otherwise transfer any of your rights under these Terms. We may assign these Terms at any time, in our sole and absolute discretion, without notice.

18. Indemnification

You agree to defend, indemnify, and hold harmless Gemdrop, its licensors and service providers, and its and their respective officers, directors, employees, members, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services.

19. Governing Law and Binding Arbitration

Please read this provision very carefully. It limits your rights in the event of a dispute between you and us.

Arbitration. You and we agree that any and all past, present and future disputes, controversies, claims, or causes of action arising out of or relating to your use of any Service, or arising out of or relating to these Terms, or relating in any way to any Feedback, websites, accounts, platforms, applications, products and functionality that we provide or make available to you, including, but not limited to, the Website, Gemdrop App, your Gemdrop Account, Gemdrop Play, and Gemdrop Staking, and any other controversies or disputes between you and us (including disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, “Dispute(s)”), shall be determined by arbitration, unless (A) your Country of Residence (as defined below) does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and we further agree that any arbitration pursuant to this section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.

“Country of Residence” for purposes of this agreement to arbitrate means the country in which you hold citizenship or legal permanent residence; provided that if you have more than one country of citizenship or legal permanent residence, it shall be the country in which you hold citizenship or legal permanent residence with which you most closely are associated by permanent or most frequent residence.

We want to address your concerns without the need for a formal dispute resolution process. Before filing a claim against us, therefore, you agree to try to resolve the Dispute informally by contacting us via e-mail at arbitration@gemdrop.app to notify us of the actual or potential Dispute. Similarly, we will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) your name (to the extent known), the Notifying Party’s contact information for any communications relating to such Dispute (including for the Notifying Party’s legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the Dispute.

Unless you opt out of this agreement to arbitrate as provided below, you and we each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, subject to the exceptions set forth below.

If you do not wish to be subject to this agreement to arbitrate, you may opt out of this arbitration provision by sending a written notice to us via e-mail at arbitration@gemdrop.app within thirty (30) days of the first time you accept these Terms (or any prior version of these Terms) or, if earlier, your first use any Service. You must date the notice and include your first and last name, address, email address and a clear statement that you do not wish to resolve disputes with us through arbitration. If no notice is submitted in the manner described above by the 30-day deadline, you will have irrevocably waived your right to litigate any Dispute except with regard to the exceptions set forth below. By opting out of the agreement to arbitrate, you will not be precluded from using any Service, but you and we will not be permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.

You and we agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought (“AAA Rules”). Those rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available in an individual lawsuit, other than remedies that you effectively waived pursuant to these Terms. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other of our customers or Users, as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. In that event, each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this paragraph shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as may be and to the extent otherwise required by law, the arbitration proceeding and any award shall be confidential.

You and we further agree that the arbitration will be held in the English language in Seattle, Washington, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If we elect arbitration, we shall pay all of the AAA filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the AAA Rules, or in accordance with countervailing law if contrary to the AAA Rules. However, if the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator(s) finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). In such circumstances, fees will be determined in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided herein or required by law.

Regardless of the rules of any arbitration forum, you and we agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor we may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against us will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

To the maximum extent permitted by applicable law, neither you nor we shall be entitled to consolidate, join or coordinate disputes by or against other individuals or entities with any Disputes, or to arbitrate or litigate any Dispute in a representative capacity, including as a representative member of a class or in a private attorney general capacity. In connection with any Dispute, any and all such rights are hereby expressly and unconditionally waived. Without limiting the foregoing, any challenge to the validity of this paragraph or otherwise relating to the prohibition of Collective Arbitration shall be determined exclusively by the arbitrator.

Notwithstanding the agreement between you and us to arbitrate Disputes, you and we each retain the following rights:

If your Country of Residence is the United States, you and we retain the right (A) to bring an individual action in small claims court; and (B) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
If your Country of Residence is not the United States, you and we may assert claims, if they qualify, through the small claims process in the courts of your Country of Residence. Further, as applicable, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.
Except as otherwise required by the applicable law of your Country of Residence or provided in these Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, or you opt out of this agreement to arbitrate as provided above, you and we agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Seattle, Washington. Both you and we consent to venue and personal jurisdiction in Seattle, Washington. Notwithstanding the foregoing, either party may bring any action to enforce its intellectual property rights or confirm an arbitral award in any court or administrative agency having jurisdiction.

This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court or arbitrator decides that any part of this agreement to arbitrate is invalid or unenforceable under applicable law, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. If a court or arbitrator finds the prohibition of Collective Arbitration to be invalid or unenforceable under applicable law, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court.

Governing Law. To the fullest extent permitted under the laws of your Country of Residence, these Terms shall be governed by and construed in accordance with the laws of the state of Delaware applicable to contracts entered into and performed in Delaware by residents thereof; provided that all provisions of these Terms related to arbitration shall be governed by and construed in accordance with the Federal Arbitration Act (U.S. Code Title 9).

20. Notice and User Notifications

You will be deemed to have received any notice relating to the Services or these Terms that we make reasonable efforts to provide to you. What efforts are reasonable with respect to any particular notice will depend on the circumstances. For example, if you have a Gemdrop Account and have supplied us with a current email address, we will endeavor to email any important notices to you. For notices that are less consequential, or if we do not have a current email address, we may provide effective notice by posting on the Website.

21. Enforceability

Except as provided above with respect to the provisions of these Terms prohibiting Collective Arbitration, if any provision of these Terms is held to be invalid, ineffective or unenforceable by a court of competent jurisdiction or arbitrator, the remaining provisions of these Terms will remain valid, effective and enforceable.

22. Entire Agreement

These Terms constitute the entire agreement between you and us regarding the Service. If there exists any prior agreement, whether oral or written, regarding the Service, that prior agreement is replaced by these Terms.

23. Important Note to New Jersey Consumers

If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (b) the limitations of liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify Deca and the other indemnified parties (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

24.. Notice for California Users

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice: If you are a California resident and have a question or complaint regarding the Website or any Services, please contact us using the contact information available here. You may also contact us by writing to support@gemdrop.app. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at1625 North Market Blvd., Sacramento, California 95834, or by telephone at (800) 952-5210.

25. Contacting Gemdrop

If you have any questions about these Terms, please contact the Company at support@gemdrop.app.

Promotions Terms & Conditions

NO PURCHASE IS NECESSARY TO ENTER THIS PROMOTION OR WIN A REWARD. A PURCHASE DOES NOT INCREASE THE CHANCES OF WINNING.

Sponsor: The Sponsor and Promoter of the Gemdrop promotions (the Promotions) is Gemdrop Ecosystem Foundation, a Cayman Islands foundation limited by guarantee and without share capital.
Agreement and Acceptance: By entering the Promotion, the contestant (You) agree to comply with and abide by these Terms and Conditions, including the decisions of the Sponsor and its affiliates and subcontractors, including Gemdrop. You further represent and warrant that you meet the eligibility requirements to participate in the Promotion, are over the age of 18 and that your entry into and participation in the Promotion is legal in the jurisdiction in which you are located. In addition, you agree to accept the Sponsor's decisions as final and binding as it relates to this Promotion.
Eligibility: The Promotion is only open to those who sign in at http://gemdrop.app/ (Website) and its applications, connect at least one social media account to their Gemdrop profile, have verified a contact number, have agreed to the Gemdrop Privacy Policy, and perform certain tasks using Gemdrop as notified from time to time by the Sponsor and their affiliates on the Website and application (Eligible Tasks). The Promotion is open to participants worldwide, other than to residents of the Cayman Islands and the British Virgin Islands or where the Promotion is void or prohibited by law. Employees, independent contractors, interns, officers, directors, and agents of the Sponsor and their respective affiliates, subsidiaries, advertising and promotion agencies, suppliers and their immediate family members and/or those living in the same household of each are not eligible to participate in the Promotion. The Promotion is subject to all applicable federal, state and local laws and regulations in the jurisdiction where You are located (Applicable Laws). The Promotion is void where prohibited and if it is not legal for You to enter the Promotion you must not enter the Promotion.
Duration of Promotion: The Promotion begins on June 15, 2025, at 00:00 UTC and will operate in recurring weekly cycles (each an “Entry Period”). Participation in each weekly cycle is only valid within the designated entry window. The Sponsor reserves the right to modify, pause, or discontinue the Promotion at its discretion.
How to Enter: To enter the Promotion, no purchase is necessary, You must conduct (or have conducted) Eligible Tasks using Gemdrop. In doing so you will be provided Gems. Gems may not be purchased or sold and have no monetary value. You can earn Gems outside of the Entry Period. You can enter the Promotion by spending a designated number of Gems. You must pass any verification requirements which the Sponsor applies. Your entry must fulfil all requirements of the Promotion, as set out in these Terms and Conditions and any other published material relating to the Promotion, to be eligible to win any reward. Entries that are incomplete or do not meet all of the requirements of these Terms and Conditions may be disqualified at the sole discretion of the Sponsor. You must provide any information requested by the Sponsor or their affiliates. You may not create multiple entries including by using multiple email addresses, identities, or devices in an attempt to circumvent these Terms and Conditions or to grant yourself additional Gems or entries. Your submission may be disqualified at the sole discretion of the Sponsor if you are suspected of engaging in fraudulent or unfair manipulation of the Sponsor or their affiliates software, including after the award of a reward.
Rewards: Rewards will be awarded weekly during the Entry Period the Promotion is running. No substitution for a reward, including in cash or another reward or cryptocurrency, will be permitted except for at the Sponsor's sole discretion. Any rewards are non-transferable. You are responsible for any expenses relating to receiving a reward, including without limitation any and all applicable taxes, which shall be the sole responsibility of You (if you are a winner). Acceptance of the reward is deemed to grant permission for the Sponsor to use Your name, likeness, and entry for purposes of advertising and trade without any further compensation, unless prohibited by law. In the event any award of a reward in the nature of cryptocurrency is not permitted by law in the jurisdiction then that reward is void.
‍Odds of Winning: The odds of You winning any particular draw depend on the number of eligible entries received in that Tier (if applicable) which in turn depends on the number of Gems You or others have and whether You or others have made entries into the Promotion or in the same Tier you have entered.
Winner Selection and Notification: The person winning any draw for a Tier made under the supervision of the Sponsor (a Winner), will be notified via their account with Gemdrop by the reward being automatically delivered to the Winner’s account/wallet. The Sponsor shall have no liability for a Winner's failure to receive notices or a reward due to loss of access to passwords, private keys, spam, junk e-mail or other security settings or for a Winner’s provision of incorrect or otherwise non-functioning contact information. Receipt of the reward by the Winner is conditioned upon compliance with any and all Applicable Laws. In the event any additional anti-money laundering or counter terrorism financing (AML/CTF) checks are required for any then the winner must comply with those checks as a condition of receiving a reward. Any violation of these official Terms and Conditions by the Winner at the Sponsor's sole discretion will result in the Winner's disqualification as winner, and all privileges as winner will be immediately terminated.
Rights Granted to the Sponsor: By entering the Promotion, You understand and agree that the Sponsor and anyone acting on behalf of the Sponsor or its respective licensees, successors, and assigns, shall have the right, where permitted by law, to print, publish, broadcast, distribute, and use in any media now known or hereafter developed, in perpetuity and throughout the World, without limitation, your entry, name, portrait, picture, voice, likeness, image, wallet address, statements about the Promotion, and biographical information for news, publicity, information, trade, advertising, public relations, and promotional purposes without any further compensation, notice, review, or consent.
Indemnity and Release: As a condition of entering the Promotion, You agree to indemnify, defend, and hold harmless the Sponsor from and against any claim, suit, proceeding, liability, loss, damage, costs or expense, which the Sponsor may incur, suffer, or be required to pay arising out of these Terms and Conditions or the operation of the Promotion.
Suspension or Cancellation of Entries or Promotion: The Sponsor reserves the right, in its sole discretion, to cancel, terminate or suspend the Promotion if any technological issue, including virus, malware, malfunction, bug, non-authorised human intervention, fraud, or other cause beyond the Sponsor’s control impacts the operation, security, fairness, or proper conduct of the Promotion. The Sponsor reserves the right at its sole discretion to disqualify the entry or entries of any person who tampers or attempts to tamper with the entry process or the operation of the Promotion or violates these Terms and Conditions. The Sponsor may in its sole discretion, to maintain the integrity of the Promotion, to void entries for any reason, including, but not limited to: multiple entries being received from the same user from different IP addresses; multiple entries from the same computer in excess of what the Sponsor, in its sole discretion, considering to be fair; or where the use of bots, macros, scripts, or other technical means for entering the Promotion or becoming eligible for Gems is detected. Any attempt by an entrant to deliberately damage any website or undermine the legitimate operation of the Promotions may also be a violation of criminal and civil laws. Should such an attempt be made, the Sponsor reserves the right to seek damages to the fullest extent permitted by law against the party responsible for such activity.
Limitation of Liability: By entering the Promotion You agree to release and hold harmless, to the maximum extent permitted by law, Sponsor and their subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers and directors from any liability, illness, injury, death, loss, litigation, claim or damage that may occur, directly or indirectly, whether caused by negligence or not, from (i) Your participation in the Promotion and/or Your acceptance, possession, use, or misuse of any reward or any portion thereof; (ii) unauthorised human intervention in any part of the Promotion; (iii) electronic or human error in the administration of the Promotion or the processing of entries; (iv) technical errors of any kind, including but not limited to the malfunction of any blockchain, cryptocurrency, digital wallet, computer, network, or other equipment; (v) the unavailability or inaccessibility of any transmissions, telephone, or Internet service; (vi) printing errors; (vii) lost, late, postage due, misdirected, or undeliverable mail.
Governing Law: This Promotion complies with all applicable laws and regulations in the Cayman Islands, including the Gambling Act (2022 Revision) regarding trade promotions and sweepstakes not involving financial risk, as well as consumer protection and disclosure requirements. For virtual asset-related rewards, this promotion adheres to the Virtual Asset (Service Providers) Act, 2022, ensuring that no speculative investments or financial inducements are required for participation.
Disputes: This Promotion is governed by the laws of the Cayman Islands (Jurisdiction), without respect to conflict of law doctrines. By participating in this Promotion, you agree that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or connected with this Promotion, shall be resolved individually, without resort to any form of class action, exclusively before a court located in the Jurisdiction. Further, in any such dispute, under no circumstances shall You be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than actual out-of-pocket expenses (i.e. costs associated with entering the Promotion). You further waive all rights to have damages multiplied or increased.
Publication of Winners: The Sponsor will arrange for the publication of all Winners during and after the Entry Period for a period of time determined at the sole discretion of the Sponsor.
No Association with Social Media Platforms: The Promotion is in no way sponsored, endorsed, administered by, or associated with any social media platforms including Facebook, X, Instagram, Snapchat, YouTube, Reddit, Pinterest, LinkedIn or any other network used to share details of the Promotion. You understand that you are providing your information to the owner of the Promotion and not to Facebook, X, Instagram, Snapchat, YouTube, Reddit, Pinterest, LinkedIn or any other social networks.
Your Personal Information: Personal data collected for this Promotion will be securely stored and used solely for administrative and promotional purposes, in compliance with applicable data protection and privacy laws. The Sponsor will not share or sell personal data to third parties without consent. Your personal information will be shared with the Sponsor’s affiliates and partners in order to administer the Promotion, and will be handled in accordance with the privacy policy located here: https://www.gemdrop.app/privacy-policy.

Contact Details of Sponsor

: ****The Sponsor may be reached at:

sponsor@gemdrop.app