Terms & Conditions

Effective Data: July, 2024

These Client Terms of Use (“Client Terms”), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, are entered into between the registered Client (“Client” or “you”) and GemAI Consulting, Inc., a Florida corporation (“GemAI Consulting” or the “Company”).

PLEASE REVIEW THESE CLIENT TERMS IN THEIR ENTIRETY. BY EXECUTING THESE CLIENT TERMS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT ANY OF THE TERMS AND CONDITIONS, DO NOT EXECUTE THESE CLIENT TERMS OR SUBMIT OR ACCEPT A STATEMENT OF WORK.

Platform and Services Overview
Client acknowledges that GemAI Consulting operates a software platform that provides Consulting Services using reliable data sourced from governments and analyzed by artificial intelligence (“Consulting Services”). Client acknowledges that GemAI Consulting does not guarantee the availability of any specific services or outcomes.

Agreement to Use the Platform
These Client Terms constitute the agreement to use the GemAI Consulting website and software platform (the “Platform”). Clients using the Platform to purchase services have also agreed to the GemAI Consulting Website Terms of Use as a condition of registration (collectively, the “Platform Terms”), which are incorporated herein. By signing these Client Terms, Client affirmatively acknowledges and agrees to be bound by the terms and conditions of the Platform Terms.

Dispute Resolution and Arbitration
PLEASE READ THESE CLIENT TERMS CAREFULLY. THESE CLIENT TERMS PROVIDE THAT ALMOST ALL DISPUTES BETWEEN YOU AND GEMAI CONSULTING ARE SUBJECT TO BINDING ARBITRATION, INCLUDING A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL, AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU WAIVE YOUR RIGHT TO SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.

Consulting Services Statement of Work Process
GemAI Consulting creates a proposal to perform Consulting Services (the “Proposal”). All terms of the Proposal, including the rate of pay, may be negotiated between Client and GemAI Consulting. If the Client and GemAI Consulting agree on terms, they will memorialize the agreed-upon terms into a legally-binding Statement of Work (“SOW”), governed by the Statement of Work Terms and Conditions (“SOW Terms”). These Client Terms, the terms and conditions of each SOW, and any written addendums or modifications agreed to by GemAI Consulting and Client shall govern the provision of Consulting Services. GemAI Consulting will be compensated in accordance with these terms and each SOW negotiated and accepted by Client and GemAI Consulting.

Independent Contractor Relationship
Client acknowledges that GemAI Consulting has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing, or location of any work or services performed by GemAI Consulting under an SOW between Client and GemAI Consulting. Client further represents, acknowledges, and warrants that throughout the Term, it will always treat GemAI Consulting as an independent contractor and take no action inconsistent with such classification.

Employer Disclaimer
Client acknowledges that GemAI Consulting is not an employer of, joint employer with, or integrated or single enterprise with any Client. GemAI Consulting is not responsible for the performance or non-performance of any Client. Each Client is solely responsible for their own acts and the acts of their employees, subcontractors, affiliates, and agents. GemAI Consulting is not a party to, nor is it bound by, any of the terms of any SOW. GemAI Consulting is under no obligation to ensure any SOW is completed to Client’s satisfaction.

Relationship and Responsibilities
Client acknowledges that throughout the Term and while providing Consulting Services, GemAI Consulting is, and shall always remain, an independent contractor providing services to identified Clients utilizing the GemAI Consulting platform. Nothing in these Client Terms or otherwise shall be construed as identifying Client or their personnel or representatives as an employee, agent, or legal representative of GemAI Consulting for any purpose, and Client and any respective representatives shall not hold themselves out as employees of GemAI Consulting in any capacity.

Non-Agency Disclaimer
Client shall not transact business, incur obligations, sell goods, receive payments, solicit goods or services, enter into any contract, assign or create any obligation of any kind, express or implied, on behalf of GemAI Consulting or any of GemAI Consulting’s related or affiliated entities, nor bind GemAI Consulting in any way, nor make any promise, warranty, or representation on behalf of GemAI Consulting or any of GemAI Consulting’s related or affiliated entities regarding any matter, except as expressly authorized in these Client Terms or in another writing signed by an authorized officer of GemAI Consulting. Further, Client shall not use GemAI Consulting’s trade names, logos, trademarks, service names, service marks, or any other proprietary designations without prior written approval from GemAI Consulting.

Resources and Scheduling
Client understands that GemAI Consulting will provide all equipment, tools, materials, and labor needed to perform the Consulting Services agreed to with Client, and that GemAI Consulting will not provide any equipment, tools, materials, or labor required to perform the Consulting Services under these Client Terms. GemAI Consulting is solely responsible for scheduling the timing of Consulting Services in a manner consistent with the scheduling requirements set forth in the SOW. Client agrees and understands that GemAI Consulting has a role in scheduling or delivering Consulting Services.

Determination of Consulting Services
Client understands and agrees that GemAI Consulting is solely responsible for determining how Consulting Services will be completed, as well as for any preparation and additional work necessary to properly perform Consulting Services in a manner consistent with the accepted SOW and to the satisfaction of Client. Client understands and acknowledges that GemAI Consulting remains solely and exclusively responsible for the timely provision of Consulting Services to meet Client’s requirements and specifications. Client understands and acknowledges that GemAI Consulting shall remain responsible for, and shall pay, all operational costs, expenses, and disbursements relating to operating GemAI Consulting’s business and the provision of Consulting Services under these Client Terms.

Client Data
GemAI Consulting does not own any of Client’s information, text, data, marketing materials, or other content, including that which the Client submits, stores, or uses in its account profile (the “Client Data”). Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Client Data.

Non-Circumvention
Except as set forth in Section 6 below, Client, or any subsidiaries, parent companies, partnerships, holdings, or investors related to any Client, shall not seek to receive or receive services from, or remit complete or partial payments to, GemAI Consulting without using GemAI Consulting as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, GemAI Consulting’s role as payment processor.

Term and Termination
These Client Terms will remain in effect until terminated by either party (“Term”). However, the parties agree that each SOW shall constitute a separate contractual engagement governed by these Client Terms, the term of which shall be the longer of (a) the length of time necessary to complete the work as set forth in the agreed-upon SOW, or (b) the length of the term defined in the stated SOW. Either party may terminate these Client Terms for any or no reason at any time by providing written notice to the other party, subject only to the terms of any SOW then in progress. If Client terminates these Client Terms, Client agrees to remit to GemAI Consulting all amounts due or accrued to either GemAI Consulting under these Client Terms as of the date of such termination.

Confidentiality

Confidential Information
The Parties understand that, in connection with Client’s use of the Platform, the Parties may receive, produce, or otherwise be exposed to the other Party’s trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by a Party, in addition to all information a Party receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”). Confidential Information does not include information which: (i) is now, or later becomes, through no act or failure to act on the part of the Party receiving the Confidential Information (the “Recipient”), generally known or readily available to the public; (ii) was acquired by the Recipient before receiving such information from the Party disclosing the Confidential Information (the “Discloser”) and without restriction as to use or disclosure; (iii) is furnished to the Recipient by a third party rightfully entitled to it, without restriction as to use or disclosure; or (iv) was independently developed by the Recipient without reference to the Discloser’s Confidential Information. These Terms are the Confidential Information of GemAI Consulting.

Use and Restrictions
The Recipient agrees: (i) to hold the Discloser’s Confidential Information in strict confidence, (ii) not to disclose the Discloser’s Confidential Information to any third parties except as reasonably necessary for the Recipient to perform its obligations hereunder, and (iii) not to use any of the Discloser’s Confidential Information except to perform the Recipient’s obligations under these Client Terms. Notwithstanding the foregoing, the Recipient may disclose any Confidential Information of the Discloser hereunder to the Recipient’s agents, attorneys, and other representatives (under a duty not to disclose) and having a bona fide need to know such Confidential Information or any court of competent jurisdiction as reasonably required to resolve any dispute between the Parties. In addition, GemAI Consulting may disclose Client’s Confidential Information to any subcontractors engaged under these Client Terms so long as (i) such disclosure is reasonably required for the subcontractor to perform Consulting Services, and (ii) the subcontractor has entered into an agreement related to such Confidential Information with terms at least as restrictive as those in these Client Terms.

Legal Obligations
If Recipient is requested or required by law, government action, subpoena, or other court order to disclose any of the Discloser’s Confidential Information, Recipient may disclose such information without liability under these Client Terms, provided that (i) the Discloser has been given a reasonable opportunity to (a) intervene in any proceeding to try to protect the Confidential Information and (b) review the text or contents of such disclosure before it is made; and (ii) the disclosure is limited to only the Confidential Information specifically required to be disclosed.

Remedies
Each Party agrees that its obligations provided in these sections under Confidential Information are necessary and reasonable to protect the Discloser and its business, and each Party expressly agrees that monetary damages may be inadequate to compensate the Discloser for any breach by the Recipient of its confidentiality covenants and agreements set forth in these Client Terms. Accordingly, each Party agrees and acknowledges that any such breach or threatened breach may cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser will be entitled to seek temporary injunctive relief pending arbitration against the threatened breach of these Client Terms or the continuation of any such breach by the Recipient, without the necessity of proving actual damages or posting any bond.

Defend Trade Secrets Act
Client acknowledges receipt of this notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for disclosing a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely to report or investigate a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Representations, Warranties, and Disclaimer

General
GemAI Consulting and Client each warrants and represents, as to themselves, that (a) they are duly organized, validly existing, and in good standing under the laws of the respective jurisdictions in which it was formed (in the case of Clients who are not individual persons); (b) they have full power and authority to execute, deliver, and perform; (c) these Client Terms have been duly authorized, executed, and delivered by and are their legal, valid, and binding obligations in accordance with the terms herein; (d) obligations under these Client Terms shall be performed in compliance with any obligations to third parties and all applicable laws, rules, or regulations of any governmental entity or agency; and (e) Client understands, agrees, and warrants that all Consulting Services identified and engaged through the use of the GemAI Consulting platform will be treated by Client as provided by GemAI Consulting as an independent contractor.

Disclaimer
Other than as stated in this Agreement, Client expressly acknowledges, agrees, and understands that: (a) GemAI Consulting is not a party to the dealings between Client and any subcontractors, including posts, proposals, selection, contracting, and performance of Consulting Services; (b) GemAI Consulting does not, in any way, supervise, direct, or control any subcontractors or Consulting Services; (c) GemAI Consulting makes no representations as to the quality, security, or legality of any Consulting Services, and GemAI Consulting disclaims any and all liability relating thereto; (d) GemAI Consulting does not set subcontractors' work hours, work schedules, or location of work, nor is GemAI Consulting involved in determining if subcontractors' fees will be set at an hourly or fixed rate for any SOW; (e) GemAI Consulting will not provide subcontractors with training or any equipment, labor, or materials needed for a particular SOW; and (f) GemAI Consulting does not provide the premises at which the subcontractors will perform the work. GemAI Consulting makes no representations about, and does not guarantee the truth or accuracy of, any subcontractors' listings on the Platform; the ability of subcontractors to deliver the Consulting Services; or that Client or subcontractors can or will actually complete a transaction.

Client Data Rights
Client represents and warrants that: (a) Client owns or has secured sufficient intellectual property rights to any and all Client Data that Client stores, accesses, and uses with the Platform; (b) the Client Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the Client Data does not and will not contain a software virus or other harmful component.
Third-Party Links & Ads
The Platform may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of GemAI Consulting, and GemAI Consulting is not responsible for any Third-Party Links & Ads. GemAI Consulting provides access to these Third-Party Links & Ads only as a convenience to you and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

Other Users
Each Platform user is solely responsible for any and all of its own content. Because GemAI Consulting does not control content, you acknowledge and agree that GemAI Consulting is not responsible for any content, whether provided by you or by others. GemAI Consulting makes no guarantees regarding the accuracy, currency, suitability, or quality of any content. Your interactions with other Platform users are solely between you and such users. You agree that GemAI Consulting will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Platform user, GemAI Consulting is under no obligation to become involved.

Disclaimer
GEMAI CONSULTING, ITS AFFILIATES, AND PARTNERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF ACCURACY, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, VALIDITY, NON-INFRINGEMENT, THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT THERETO, THOSE MADE BY SUBCONTRACTORS TO CLIENT OR RELATING TO ANY SERVICE, DELIVERABLE, OR WORK PRODUCT PROVIDED BY SUBCONTRACTORS TO CLIENT. THE SERVICES PROVIDED UNDER THESE CLIENT TERMS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. LIABILITY FOR SUBCONTRACTORS' WORK PRODUCT AND THE CONSULTING SERVICES (INCLUDING ANY AND ALL WORK PRODUCT AND/OR SERVICES PROVIDED BY EMPLOYEES, SUBCONTRACTORS, AGENTS, AND AFFILIATES OF SUBCONTRACTORS) ARE SOLELY THAT OF THE SUBCONTRACTORS. NEITHER GEMAI CONSULTING NOR ANY OF ITS AFFILIATES OR PARTNERS PROVIDE ANY EXPRESS WARRANTY OF, HAVE ANY IMPLIED WARRANTY OF, OR HAVE ANY RESPONSIBILITY FOR, SUBCONTRACTORS' SERVICES OR SUBCONTRACTORS' WORK PRODUCT.

Allocation of Risk
GemAI Consulting and Client acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk; these limitations constitute an integral part of these Client Terms, and absent these limitations, the parties would not have executed these Client Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

Indemnification
Client shall indemnify and hold GemAI Consulting, its licensors, and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform by Client, or a claim that any Client Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of Client set forth herein; and (c) GemAI Consulting’s provision of services to Client, including any claims by any third party or government agency that any services should have been performed differently. Client shall also indemnify and hold GemAI Consulting, its licensors, and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses, including reasonable legal fees and costs, arising out of or in connection with GemAI Consulting’s employment, retention, engagement, or use of any personnel who assist GemAI Consulting in providing any work/services in connection with the performance of the SOW, including but not limited to any claim that GemAI Consulting misclassified any such personnel (under the Fair Labor Standards Act, the Internal Revenue Code, state wage and hour law, or any other law); and any claim that GemAI Consulting was an employer or joint employer of any of its personnel under any employment or other law, including, but not limited to, the Fair Labor Standards Act, any state wage and hour law, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act, and the National Labor Relations Act.

Conditions
Client shall indemnify GemAI Consulting as set forth above, provided that: (a) GemAI Consulting notifies Client promptly in writing of the claim; (b) Client has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that GemAI Consulting has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) GemAI Consulting cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.

Arbitration Agreement and Class Action Waiver
GemAI Consulting and Client mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement requires the arbitration of any claims that GemAI Consulting or Client may have against the other or against any of their:

officers, directors, employees, or agents in their capacity as such or otherwise,
direct or indirect parents and subsidiaries, and
affiliates, agents, successors, or assigns, each and all of which may enforce this arbitration agreement as direct or third-party beneficiaries.

This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims or controversies, past, present, or future, arising out of or relating to these Client Terms, this arbitration agreement, any services provided, Client’s registration for and/or use of the Platform, any payments made by Client through the Website or arising out of or relating to the acceptance or performance of services arranged through the Website, the termination of these Client Terms, claims of harassment, retaliation, or discrimination, and all other aspects of a Client’s relationship (or the termination of its relationship) with GemAI Consulting, whether arising under federal, state, or local statutory and/or common law. Client and GemAI Consulting agree that the mutual obligations contained in these Client Terms to arbitrate disputes provide adequate consideration for this arbitration agreement.
If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (i) the name and address of the party seeking arbitration; (ii) a statement of the legal and factual basis of the claim; and (iii) a description of the remedy sought. Any demand for arbitration by Client must be delivered to GemAI Consulting at 2925 SW Lakemont Pl, Palm City, FL 34990. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

Class and Collective Action Waivers
GemAI Consulting and Client mutually agree that by entering into this arbitration agreement, both waive their right to have any covered dispute or claim brought, heard, or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective claim (“Class Action Waiver”). Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an Arbitrator. The Class Action Waiver will be severable from this arbitration agreement if (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such a case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

Arbitration Rules
Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:

The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the Arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened or a former judge from any jurisdiction.
The location of the arbitration proceeding will be in Florida, except as otherwise set forth herein or the parties agree otherwise.
Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim that affords the prevailing party attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this arbitration agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the Arbitrator.
The Arbitrator is authorized to issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the Arbitrator’s decision or award in any court having jurisdiction.
Either GemAI Consulting or Client may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section 13 may be rendered ineffectual.
Notwithstanding the foregoing, any claim by Client that alleges employment or worker classification disputes will be conducted within 25 miles of where any services were provided to Client under these Client Terms and in accordance with the AAA Employment Arbitration Rules then in effect.

The AAA Rules referenced herein may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.

Full Arbitration Agreement
This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. If any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of these Client Terms and/or after Client ceases any relationship with GemAI Consulting. Notwithstanding any contrary language, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both Client and an authorized representative of GemAI Consulting.

Client Dispute Resolution
If a dispute arises between a Client and any subcontractors, GemAI Consulting may be engaged, at either subcontractors' or Client’s election, to provide assistance to both parties to resolve the matter. If Client and subcontractors are unable to reach an agreement, a GemAI Consulting dispute specialist will consider the parties’ positions, review the relevant documents, and make a non-binding recommendation. If GemAI Consulting’s recommendation is rejected by either party, the parties remain free to pursue resolution of their dispute by any means they deem appropriate at their own cost.

Notices
All notices and other communications shall be in writing and shall be deemed to have been duly given or made (i) with delivery by hand, when delivered, or (ii) with delivery by certified or registered mail, postage prepaid.
Successors and Assigns
These Client Terms shall be binding upon Client and inure to the benefit of GemAI Consulting and its successors and assigns, including, without limitation, any entity to which substantially all of the assets or the business of GemAI Consulting are sold or transferred. Client shall not be entitled to assign these Client Terms or any of Client’s rights or obligations hereunder.

Severability
If any provision of these Client Terms is or becomes invalid, illegal, or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

Waivers
No delay or omission by either party in exercising any right, power, or privilege shall impair such right, power, or privilege, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

Headings
The headings and other captions in these Client Terms are included solely for convenience of reference and will not control the meaning and interpretation of any provision of these Client Terms.

No Strict Construction
The language used in these Client Terms will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.

Governing Law
Other than the Arbitration Agreement and Class Action Waiver, which shall be governed by the Federal Arbitration Act, these Client Terms will in all respects be governed by the laws of the State of Florida and the United States of America without reference to its principles of conflicts of laws.

Amendment
These Client Terms may not be modified or amended except by an instrument in writing signed (electronically or otherwise) by the parties hereto.

Entire Agreement
These Client Terms, the Platform Terms, and any SOW, contain the entire agreement between GemAI Consulting and Client concerning the subject matter hereof and as of the Effective Date and supersede any contract, agreement, or understanding between the parties hereto. However, GemAI Consulting reserves and shall retain all rights and remedies it may have against Client with respect to any breach on or before the effective date of any prior agreements between the parties. If there are any inconsistencies, the Client Terms control.

Signature
These Client Terms may be signed and are enforceable by electronic, digital, and facsimile signature, in addition to a wet signature.

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