Terms and Conditions

Last updated: August 27, 2026


The website located at www.gemline.com (the “Website”) is a copyrighted work belonging to The GEM Group, Inc. (“Gemline”, “Company,” “us,” “our,” and “we”). Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms and Conditions (the “Terms”).


THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE WEBSITE.


PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, THE SECTION OF THESE TERMS ENTITLED “DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER” INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION CAREFULLY.


UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.


BUSINESS-TO-BUSINESS USE ONLY

The website gemline.com does not offer goods or services to consumers. Gemline engages in only business-to-business transactions; it is a supplier providing branded products to the promotional products industry. Indeed, no person can engage in a transaction on Gemline’s website; even registered users (which are limited to businesses that are members of one of two industry associations, notably PPAI and ASI) cannot make purchases through the website.


WEBSITE MONITORING, RECORDING & CONSENT (CALIFORNIA NOTICE)

By accessing or using this website, you expressly acknowledge and consent to the monitoring, recording, collection, storage, analysis, and use of interactions with the website, including but not limited to page views, navigation, clicks, mouse movements, scroll activity, search queries, form inputs, chat communications, and other information entered or generated through the website.


You understand and agree that such monitoring and data collection may occur in real time and before, during or after your interaction with the website, and may involve the use of cookies, pixels, session replay tools, analytics technologies, chat or chatbot functionality, log files, and similar technologies.


If you do not consent to such monitoring and data collection, you must not access or use the website.


To the extent applicable, you acknowledge that California law may require the consent of all parties to the monitoring or recording of communications. By using this website, you expressly provide such consent as required under California law, including the California Invasion of Privacy Act (Cal. Penal Code §§ 630–638).


NO EXPECTATION OF CONFIDENTIALITY

You acknowledge that communications and information submitted through this website are not confidential communications and may be monitored and recorded as described in the section entitled “Website Monitoring, Recording & Consent (California Notice)” for business, operational, security, analytics, quality assurance, fraud prevention, compliance, and customer support purposes.


THIRD‑PARTY SERVICE PROVIDERS

Gemline may utilize third‑party service providers to support website functionality, analytics, security, fraud prevention, payment processing, chat services, and customer experience optimization. Such providers act solely on Gemline’s behalf and as Gemline’s agents or service providers, and are parties to the website communications for purposes of providing these services. They do not independently use website interaction data for their own unrelated purposes.


CANCELLATIONS/RETURNS

All orders are considered firm. Cancellations will be accepted only if merchandise has not been decorated. Cancellations must be made in writing and received by Gemline; phone cancellations are not acceptable. There will be a 20% restocking fee for cancellations of Gourmet Expressions orders that have been confected but not yet decorated (samples included). Gemline will accept return of blank merchandise if return authorization is obtained prior to return, and if merchandise is returned within 30 days after original shipment. Merchandise must be unopened and in original cartons. There will be a 20% restocking charge for returned merchandise. We do not accept returns on the following products: blankets, drinkware, ear buds, food, headwear, Paper Mate products, Sharpie products, or any items containing lithium ion batteries. Please call for RMA.


COMPLIANCE

Gemline products are compliant with state and US federal regulations. For more information on our corporate policies and statements, click here.


COUNTRY OF ORIGIN VARIABILITY

Country of Origin (COO) listings on this website are not a guarantee of origin and do not form part of any warranty or contract. Gemline reserves the right to source or manufacture products in alternative locations at any time. COO may vary by batch, lot, or fulfillment location. The controlling COO for any shipment is that which appears on the product label, packaging, or commercial documents issued at the time of shipment.


CREDIT CARD INFORMATION POLICY

US customers may submit credit card information safely and securely through our payment portal. This portal allows you to store payment methods (credit card and e-check) for future use, manage credit card information on file, and securely pay invoices by credit card and e-check online. Click here to access the portal. Credit card information will not be accepted via email, text, fax, or on a purchase order.


Gemline charges a 2.99% credit card fee on the total payment amount for all invoices paid by credit card. For additional questions, call your Credit Analyst directly, or call Customer Service at 800-800-3200.


DISCLAIMERS

All orders subject to product availability. We cannot be liable for delays in delivery or product availability due to issues associated with customs, shipping, natural disasters or human-inflicted disasters. Due to manufacturing tolerances, all product dimensions have acceptable variations of 1/4", decoration also allows 1/4" variation. Product color may vary slightly from website image. We recommend you review actual sample before order confirmation. Gemline cannot guarantee continuity of exact shade, color, size, weight, texture, colorfastness or construction of finished goods. On our non-woven products, white ink and PMS color matches may be influenced by the underlying color due to the transparent nature of the ink. We cannot guarantee continuity of products if washed. Any discrepancies in quantity received must be reported to Gemline within 48 hours of receipt. We periodically monitor and record telephone calls and electronic communications, including website interactions, for training, quality assurance, security, compliance, analytics, and customer service purposes. Logos shown on this website are for illustrative purposes only and do not imply endorsement and are not for sale except by authorized owner. All original art is held for one year only.


FULFILLMENT SERVICES

Customer supplied items cannot include: perishable food, offensive material, tobacco, firearms, hazardous materials, drugs or alcohol. Gemline reserves the right, at its sole discretion, to refuse other customer supplied items. Drop shipment delivery addresses must be provided at the time of order and must be provided using Gemline’s drop-ship template. Other terms, charges and restrictions may apply. Unused/extra customer supplied items that are not used to fulfill an order will be discarded after 30 days from ship date, unless otherwise directed by customer.


INVENTORY COMMITMENT

In the unlikely event we do not have the product you are looking for, we will work with you to meet your specific needs.


OVER RUNS/UNDER RUNS

We reserve the right to ship 5% over or under and bill accordingly. In the case of under-runs of 5% or less, Gemline reserves the right not to decorate the balance of the order. For a fee of $30.00 (V) [US] / $37.50 (G) [CDN] we will ensure your exact order quantity is shipped. Exception: Papermate and Sharpie product will ship exact at no additional charge. 


PATENTS

A number of items or features on this website are the intellectual property of The Gem Group, Inc. and are patented or patent pending. This includes, but may not be limited to the Grill Master Apron Kit and Igloo® Maddox Cooler.


PAYMENT TERMS

Upon credit approval, terms are Net 30 days from the date of invoice.


SECURITY

We implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to help protect personal information

against unauthorized access, disclosure, alteration, and destruction and to support compliance with applicable data protection and data security laws.


Certain features of the Website may allow or require you to select a password or other credential to access your account or personal information. You are

responsible for maintaining the confidentiality of any password or credential associated with your use of the Website and for all activity occurring in connection

with it. We will never ask you to provide your password in any unsolicited communication, including by letter, telephone call, or e-mail. If you suspect any

unauthorized use of your password or account, notify us immediately at customerservice@gemline.com. In addition, you are responsible for maintaining

the security of your devices and networks and for promptly logging out of any account accessed from a shared or public device. 


No security measure is perfect or impenetrable. Accordingly, we cannot and do not guarantee that the Website or any information submitted through the

Website will be free from unauthorized access, use, disclosure, alteration, destruction or other security incidents, and your transmission of any information

to us is at your own risk. This “Security” section addresses the technical security of the Website and our systems; it does not create any expectation of

confidentiality in your communications with us, which are addressed above under “Website Monitoring, Recording & Consent (California Notice)” and

“No Expectation of Confidentiality.”


DATA SECURITY COMPLIANCE

Our security practices are described above in the section entitled “Security” and in our Privacy Policy, which is incorporated by reference into these Terms. 


The collection, use, disclosure, retention, and other processing of personal information are governed by our Privacy Policy.


In the event of a security incident involving personal information, we will provide any notifications required by applicable law in the manner and

within the time periods required by such law.


You agree not to submit personal information belonging to a third party through the Website unless you are authorized to do so, and not to attempt to access,

tamper with, or otherwise interfere with the security of the Website or the personal information of other users, as further addressed below under “Your Responsibilities.”


This “Data Security Compliance” section does not expand any confidentiality obligation beyond what is stated in our Privacy Policy.


To the fullest extent permitted by law, we shall not be liable for any unauthorized access to, acquisition of, alteration of, deletion of, destruction of, or

disclosure of information arising from circumstances beyond our reasonable control, including cyberattacks, internet failures, telecommunications disruptions,

acts of third parties, force majeure events, or failures of third-party service providers.


YOUR RESPONSIBILITIES


In connection with your use of the Website and any information you submit through it, you agree that you will not, and will not permit any third party on your behalf to:


  1. Violate any law, statute, ordinance, regulation, contractual restriction or third-party right, including, without limitation, laws, regulations or rules   governing export control, sanctions, dealer agreements, unfair competition, anti-discrimination, false advertising, privacy, data security, intellectual   property, marketing, and consumer protection;
  2. Post, submit, or transmit content that is unlawful, defamatory, trade libelous, fraudulent, unlawfully harassing, threatening, abusive, hateful, obscene or otherwise violates the rights of any person, including privacy, publicity, intellectual property or contractual rights. Nothing in these Terms intended to prohibit lawful, truthful, and non-confidential statements, protected opinion, fair competition or any other activity that cannot lawfully be restricted by contract;
  3. Impair the privacy, security or confidentiality of any communication, account, system, network, device or personal information belonging to any third party;
  4. Engage in conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate these Terms or applicable law;
  5. Introduce viruses, worms, Trojan horses, logic bombs, malware, ransomware, corrupted files or other destructive, disruptive or harmful code, or otherwise cause technical disturbance to the Website, our systems or any network connected to the Website;
  6. Engage in deceptive, misleading, or unlawful online marketing, including false or misleading advertising, unauthorized use of our names, logos, product images, product descriptions, or other brand identifiers, impersonation, undisclosed paid endorsements, misleading search advertising, bait-and-switch tactics, unauthorized email or text-message marketing, or any other marketing practice that violates applicable law or these Terms.
  7. Attempt to gain unauthorized access to the Website, other users' accounts, or any systems or networks connected to the Website, or otherwise compromise, bypass, defeat or circumvent any authentication, rate-limiting, security or access-control measure, including without limitation the security measures described above under “Security” and “Data Security Compliance.”
  8. Use any robot, scraper, crawler, spider, script, browser extension, offline reader, or other automated means to access the Website, extract data, create accounts, submit requests, or interfere with the operation of the Website, except with our prior written authorization.
  9. Probe, scan, test, or attempt to assess the vulnerability of the Website or any related system or network, except pursuant to a written authorization signed by an authorized representative of GEM and strictly in accordance with the scope of such authorization.
  10. Use another person's account, credentials, or access rights without authorization, or share credentials in a manner that compromises the security or integrity of the Website.
  11. Interfere with or disrupt the Website, servers, networks, systems, or services connected to the Website, including through excessive requests, denial-of-service activity, or any activity that imposes an unreasonable or disproportionately large load on our infrastructure.
  12. Misrepresent your identity, authority, affiliation, eligibility, or purpose in accessing the Website or submitting information through the Website.
  13. Use the Website or its contents for benchmarking, competitive intelligence, competitive analysis, catalog replication, price monitoring, or development of a competing product or service.


If you become aware of any activity prohibited by this Section, you must notify us immediately at customerservice@gemline.com and take reasonable steps to cause the activity to cease. You agree to cooperate with us in investigating any suspected violation of these Terms or any security incident involving your account or activities. These remedies are cumulative and in addition to any other rights or remedies available at law, in equity, or under these Terms.


We reserve the right, without notice and in our sole discretion, to monitor access to the Website, implement technical restrictions, block IP addresses, disable accounts, impose rate limits, remove content, or take any other action reasonably necessary to protect the security, integrity, availability, or lawful operation of the Website.


We may investigate suspected violations of these Terms and may suspend, restrict, or terminate access to the Website; remove, disable, or preserve content or information; limit functionality; notify affected parties; and cooperate with law enforcement, regulators, service providers, or other third parties, in each case as we determine is necessary or appropriate to protect the Website, our users, our business, or others, or to comply with applicable law.


TRADEMARKS

American Tourister® is a registered trademark of Samsonite IP Holdings S.àr.l.

Anker®  is a registered trademark of Anker Innovations Limited.

Boska® is a registered trademark of Bos Kaasgereedschappen B.V.

Corkcicle® is a registered trademark of Corkcicle, LLC.

Cleer® and the Cleer logo are trademarks of Cleer, ltd.

Cool Gear is a registered trademark of Cool Gear International, LLC.

Corkcicle® is a registered trademark of Corkcicle.

Crocs® is a registered trademark of Crocs, Inc.

Cuisinart® and Cuisinart Outdoors are registered trademarks of Conair Corporation.

EarFun® is a registered trademark of EarFun, Inc.

EXPO® is a registered trademark of Sanford, L.P.

Gemline®, Global Solutions®, Gourmet Expressions®, FastTrack®, Fill. Drink. Enjoy®, Kid Friendly®, Logo Dome®, Merrimack Hat Co.®, Rume®, Travis & Wells® and Vertex® are registered trademarks, and Aviana™, betterway™ and TransAtlantic Advantage™ are trademarks of Gemline.

govino® is a registered trademark of govino, LLC. 

Hartmann is a registered trademark of Samsonite IP Holdings S.a.r.l.

High Sierra® is a registered trademark of Samsonite IP Holdings S.a.r.l.

Igloo® is a registered trademark of Igloo Products Corp.

iLive™ is a trademark of DPI, Inc.

LifeStraw® is a registered trademark of LifeStraw Sàrl

MiiR® is a registered trademark of MiiR.

Modern Sprout® is a registered trademark of Modern Sprout.

Moleskine® is a registered trademark of Moleskine SpA.

Native Union is a registered trademark of Design Pool Limited.

New Balance® the New Balance logo, the flying NB logo, N (design), are registered and trademarks of New Balance.

Osprey® is a registered trademark of Osprey Packs Inc.

Out of the Woods®, Out of the Ocean® and KEEPME® are registered trademarks of KeepCool USA, LLC.

Paper Mate®, Sharpie®, Inkjoy®, Flair®, Paper Mate Write Bros.® Parker®, and Waterman®, are registered trademarks of Newell Brands.

RIGWA is a registered trademark of RIGWA LIFE, LLC.

Ringo® is a registered trademark of Ringo Products, LLC.

Samsonite is a registered trademark of Samsonite IP Holdings S.àr.l.

Timbuk2 is a registered trademark of Timbuk2 Designs, Inc.

The Bluetooth® word mark and logos are registered trademarks owned by the Bluetooth SIG, Inc. and any use of such marks by The Gem Group is under license. 

Yankee Candle is a registered trademark of the Yankee Candle Company, Inc.

Other trademarks and trade names are those of their respective owners.


SUBSTITUTIONS

Gemline reserves the right to substitute items of greater or equal value in any Gourmet Expressions item if necessary to ensure on-time shipment.


GLOBAL SOLUTIONS® TERMS & CONDITIONS

  • All price quotes for freight are estimates only and must be confirmed 2 weeks prior to delivery.
  • Air Freight may require payment up front.
  • Quote includes standard port delivery fees.
  • Unless specified at time of quote additional charges may apply. This might include, but is not limited to, special packing, customer specified re-palletization and labeling.
  • 3rd Party Shipping - Port fees and handling charges may apply in preparing order for your carrier pick up.
  • Inland freight is not included from all ports, including airports, unless specified in the quote.
  • Additional taxes and GST charges may apply to deliveries outside the US.
  • All orders are processed pending credit approval.
  • For all products being sold or distributed in California, Gemline reminds all resellers that the "Responsibility to Provide Consumer Product Exposure Warnings", as mandated by Prop 65, means that distributors of products have a duty to inform their customers of the warning requirement and to take reasonable steps to ensure their customers are properly providing the warning to the ultimate purchaser of the products. For more about California Proposition 65, click here.
  • Order cancellation requests must be received at Gemline in writing prior to paper proof approval. Cancellation requests received after paper proof approval will be subject to cancellation fees including, but not limited to, all accrued materials and labor.


DISPUTE RESOLUTION; INFORMAL DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER


PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH COMPANY, ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “COMPANY PARTIES”) AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY PARTIES.


(a) Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Company Parties relating in any way to the Website, the products and services offered on the Website (the “Products and Services”) or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.


(b) Informal Dispute Resolution. If a Dispute arises between you and Company, the Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.


The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by mail to The GEM Group, Inc., Attention: President & CEO, 9 International Way, Lawrence, MA 01843. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.


The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.


(c) Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.


If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.


Unless you and Company otherwise agree, the arbitration will be conducted in Boston, Massachusetts. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.


You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.


(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.


(e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SUBSECTION (A) ABOVE, YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in subsection (a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.


(f) Waiver of Class or Other Non-Individualized Relief. YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION (H), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under subsection (h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Boston, Massachusetts. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.


(g) Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.


(h) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).


All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.


You and Company agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.


This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.


(i) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: The GEM Group, Inc., Attention: President & CEO, 9 International Way, Lawrence, MA 01843, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.


(j) Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.


(k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company at the following address: The GEM Group, Inc., Attention: President & CEO, 9 International Way, Lawrence, MA 01843. Unless you reject the change within 30 days of such change becoming effective by writing to Company in accordance with the foregoing, your continued use of the Website and/or Services, including the acceptance of products and services offered on the Website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Website, any communications you receive, any products sold or distributed through the Website, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.


(l) Governing Law. If there is any dispute about or involving the Website or the Terms and Conditions, you agree that any dispute shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. 


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